JANUS CAPITAL GROUP INC. 18,181,819 Shares of Common Stock par value $.01 per share Underwriting AgreementJanus Capital Group Inc • July 17th, 2009 • Investment advice • New York
Janus Capital Group Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 18,181,819 shares of common stock, par value $.01 per share, of the Company (the “Common Stock”) (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 2,727,271 shares of Common Stock (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”. Each share of the Stock, including the Shares, will have attached thereto rights (the “Rights”) to purchase 1/1000 of a share of the Company’s Preferred Stock (as defined in the Rights Agreement). The Rights are to be issued pursuant to a Rights Agreement (the “Rights Agreement”) dated a
JANUS CAPITAL GROUP INC. Underwriting AgreementJanus Capital Group Inc • July 17th, 2009 • Investment advice • New York
Janus Capital Group Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), the respective principal amounts set forth in Schedule 1 hereto of $150 million aggregate principal amount of the Company’s 3.25% Convertible Senior Notes due 2014 (the “Convertible Securities”) (the “Underwritten Securities”), and, at the option of the Underwriters, up to an additional $20,000,000 principal amount of Convertible Securities (the “Option Securities”). The Underwritten Securities and the Option Securities are herein referred to as the “Securities”. The Securities are to be issued pursuant to an indenture dated as of November 6, 2001 (the “Base Indenture”), between the Company and The Bank of New York Trust Company, N.A. (as successor to The Chase Manhattan Bank), as trustee (the “Trustee”), as supplemented by a supplemental indenture da
