S&P Global Ratings reduced the long-term issuer credit rating for Janus Henderson Group PLC (NYSE:JHG) to BB from BBB+ on Wednesday after the company completed a take-private transaction led by investors Trian Fund Management L.P. and General Catalyst Group Management LLC. The ratings agency removed its previous CreditWatch placement - where the ratings had been held since March 17, 2026 with negative implications - following the close of the deal.
The transaction finalized on June 30, 2026, when Janus Henderson was merged into Jupiter Co. Ltd., a merger vehicle that had been incorporated in advance and now functions as the parent company. In the wake of the merger, S&P also downgraded Janus Henderson’s existing senior unsecured notes to B+ from BBB+. The agency said the cut reflected the notes’ subordinate position relative to secured debt in Jupiter’s reorganized capital structure and the resulting diminished recovery prospects for unsecured creditors.
Jupiter issued a new term loan B originally sized at $2.6 billion due 2033, then increased that facility by $300 million in May 2026 to reach a $2.9 billion total. Part of the proceeds is earmarked to retire Janus Henderson’s $400 million senior unsecured debt that matures on Sept. 10, 2034. Additionally, Jupiter expanded its revolving credit facility to $500 million, up from Janus Henderson’s prior $200 million revolver.
S&P’s forward-looking analysis projects that Jupiter will operate with adjusted leverage in a 3.0x-4.0x range over the coming 12 months. In calculating leverage, S&P includes the $2.9 billion term loan, $1.0 billion of preferred shares that it treats as debt, lease liabilities and contingent considerations. The ratings agency also noted the company is expected to hold a liquidity buffer of $300 million to $400 million in cash.
The ratings firm assigned a stable outlook, reflecting its expectation that Jupiter will maintain the cited leverage band while preserving operating performance and assets under management (AUM) levels over the next year. S&P made clear conditions that could prompt a downgrade: a sustained increase in leverage above 5.0x or deterioration in the business evidenced by weaker operating results or significant declines in AUM.
Context and implications
- Secured financing has increased materially in the new capital structure, placing unsecured debt holders at greater risk of limited recovery.
- Maintaining operating performance and AUM will be central to sustaining the current rating level under S&P’s assessment.
- S&P’s leverage computation incorporates preferred shares as debt and factors in other obligations beyond the term loan.
This report is strictly factual and limited to the information provided by S&P and the companies involved. It does not introduce new facts or analysis beyond those statements.