v3.25.2
Note 2 - Acquisitions and Strategic Partnerships
 6 Months Ended
Jun. 30, 2025
Notes to Financial Statements  
Business Combination [Text Block]

Note 2 — Acquisitions and Strategic Partnerships

 

Guardian Life Insurance Company of America

 

On June 30, 2025, JHG entered into a strategic partnership with Guardian Life Insurance Company of America (“Guardian”), pursuant to which JHG will manage Guardian’s public fixed income asset portfolio, which consists of predominantly investment-grade public fixed income assets.

 

In connection with the transaction, Guardian received consideration comprising 1.6 million equity warrants of JHG and the right to participate economically in other certain strategic initiatives. The equity warrants vest over a 10-year period, with 30% vesting immediately and the remaining 70% vesting in 10% annual increments beginning in 2029 and ending in 2035.

 

Upon closing, JHG recognized a $41.1 million definite-lived intangible asset related to an investment management agreement with Guardian and corresponding liabilities for equity warrants and other economic consideration.

 

Victory Park Capital Advisors, LLC

 

On October 1, 2024, JHG completed the acquisition of Victory Park Capital Advisors, LLC (“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 June 30, 2025, the fair value of the contingent consideration related to the acquisition of VPC was $18.7 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 comprises 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) and has a useful life of approximately four 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 four to 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 nine 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 intangible assets are amortized on a straight-line basis over the useful life and have a weighted-average useful life of approximately six years.
(2)The fair value of the noncontrolling interest was determined based on an extrapolation of consideration method.

 

In addition to our acquisition of VPC, on February 3, 2025, JHG completed the acquisition of a 55% voting equity interest in Triumph Capital Markets Holdco, LP (“TCM”), which represents VPC’s broker-dealer business. As part of the acquisition, the revenues related to TCM will be considered in the calculation of the earnout consideration payable, which was initially recorded as part of the VPC acquisition. The TCM acquisition is not material to the consolidated financial statements.

 

Tabula Investment Management

 

On July 1, 2024, JHG completed the acquisition of Tabula Investment Management (“Tabula”), a leading independent exchange-traded fund (“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. Before the acquisition, we held a 1.2% investment in Tabula. The Tabula acquisition is not material to the consolidated financial statements. 

 

NBK Capital Partners

 

On September 19, 2024, JHG completed the acquisition of NBK Capital Partners (“NBK”), the wealth management arm of the National Bank of Kuwait Group, whereby NBK’s private investments team joined 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 NBK acquisition is not material to the consolidated financial statements.