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Note 3 - Acquisitions and Dispositions

12 Months Ended

Dec. 31, 2024

Notes to Financial Statements

Mergers, Acquisitions and Dispositions Disclosures [Text Block]

Note 3 — Acquisitions and Dispositions

Victory Park Capital Advisors, LLC

On October 1, 2024, JHG completed the acquisition of VPC, a global private credit manager. VPC expands our capabilities into the private markets for our clients.

JHG acquired 55% of the voting equity interests for $114.0 million, using existing cash resources, and 824,208 shares of JHG common stock which had a closing market price of $37.74 on October 1, 2024. In addition, subject to achieving certain revenue targets, JHG will deliver earnout consideration to be payable in 2027. As of October 1, 2024 the fair value of the contingent consideration related to the acquisition of VPC was $25.5 million. The maximum total contingent consideration per the agreement is $111.4 million.

The purchase price for the VPC acquisition was allocated to the assets acquired and liabilities assumed based upon their estimated fair values at the date of the transaction. The goodwill recognized in connection with the acquisition is primarily attributable to anticipated growth opportunities and synergies from the transaction. The amount of goodwill expected to be deductible for tax purposes is approximately $130 million. A summary of the fair values of the assets acquired and liabilities assumed in this acquisition is as follows:

		*Fair Value*
Fees and other receivables		$	20.8
Other current assets			0.8
Property, equipment and software, net			2.8
Intangible assets, net⁽¹⁾			54.0
Goodwill			251.3
Other non-current assets			3.6
Accounts payable and other liabilities			(26.8	)
Current portion of accrued compensation			(8.5	)
Other non-current liabilities			(4.3	)
Noncontrolling interest⁽²⁾			(127.3	)
Total consideration, net of cash acquired		$	166.4

Summary of consideration, net of cash acquired:
Cash paid		$	114.0
Common stock issued			31.1
Contingent consideration recorded			25.5
Cash acquired			(4.2	)
Total consideration, net of cash acquired		$	166.4

(1) The fair value of the intangible assets is comprised of investment management contracts with a fair value of $28.0 million, client relationships with a fair value of $20.5 million and a trademark with a fair value of $5.5 million as of the acquisition date. The fair value of the investment management contracts was determined based on the multi-period excess earnings method (a Level 3 input), has a useful life of approximately 4 years. The fair value of the client relationships was determined based on the multi-period excess earnings method (a Level 3 input) and has a useful life of approximately 4-10 years. The fair value of the trademark was determined based on the relief-from-royalty method (a Level 3 input) and has a useful life of 9 years. The useful lives are based on the individual contractual terms and the period over which the majority of cashflows would be realized. The definite lived intangibles are amortized on a straight-line basis over the useful life and have a weighted-average useful life of approximately 6 years.

(2) The fair value of the noncontrolling interest was determined based on an extrapolation of consideration method.

Further, in addition to our acquisition of VPC, we closed on our acquisition of a 55% voting equity interest in Triumph Capital Markets Holdco, LP (“TCM”), which represents VPC's broker-dealer business, on February 3, 2025. The TCM acquisition is not material to the financial statements.

Tabula Investment Management

On July 1, 2024, JHG completed the acquisition of Tabula, a leading independent ETF provider in Europe with an existing focus on fixed income and sustainable investment solutions. JHG acquired 98.8% of the voting equity interests of Tabula. Prior to the acquisition, we held a 1.2% investment in Tabula. The Tabula acquisition is not material to the financial statements.

NBK Capital Partners

On September 19, 2024, JHG completed the acquisition of NBK, the wealth management arm of the National Bank of Kuwait Group, whereby NBK’s private investments team will join JHG as the firm’s new emerging markets private capital division. JHG has acquired 100% of the voting equity interests of NBK. Following the closing of the acquisition, NBK was rebranded as Janus Henderson Emerging Markets Private Investments Limited. The acquisition is not material to the financial statements.

Management-Led Buyout of Quantitative Equities Subsidiary Intech

On February 3, 2022, we announced the strategic decision to sell our 97%-owned Quantitative Equities subsidiary, Intech, to a consortium composed of Intech management and certain Intech non-executive directors (“Management Buyout”). On March 31, 2022, the Management Buyout closed, and we recognized a $9.1 million loss on disposal of Intech. The loss is recognized in other non-operating income (expense), net in our Consolidated Statements of Comprehensive Income. Consideration received as part of the Management Buyout included cash proceeds of $14.9 million; contingent consideration of up to $17.5 million, which is based on future Intech revenue; and an option agreement that provides JHG the option to purchase a certain equity stake in Intech at a predetermined price on or before the seventh anniversary of the Management Buyout. As of December 31, 2024, the fair value of the contingent consideration and option agreement is nil.