Item 8.01 Other Events.
On March 5, 2024, BlackRock, Inc. (“BlackRock”) and its wholly owned subsidiary, BlackRock Funding, Inc., entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein (the “Underwriters”), pursuant to which BlackRock Funding agreed to sell to the Underwriters $500,000,000 aggregate principal amount of 4.700% Notes due 2029, $1,000,000,000 aggregate principal amount of 5.000% Notes due 2034 and $1,500,000,000 aggregate principal amount of 5.250% Notes due 2054 (collectively, the “Notes”) for resale by the Underwriters (the “Offering”) pursuant to the registration statement on Form S-3 (File No. 333-255156), originally filed with the Securities and Exchange Commission (the “Commission”) on April 9, 2021, as amended by the Post-Effective Amendment No. 1 thereto, filed with the Commission on February 20, 2024. The Notes are expected to be issued on or around March 14, 2024, subject to customary closing conditions.
The Notes will be BlackRock Funding’s unsecured and unsubordinated debt obligations and will be fully and unconditionally guaranteed, on a senior unsecured basis, by BlackRock. The net proceeds of the Offering are intended to be used to fund a portion of the cash consideration for BlackRock’s proposed acquisition of the business and assets of Global Infrastructure Management, LLC, which is referred to herein as the “GIP Transaction.” BlackRock currently expects the GIP Transaction to close in the third quarter of 2024. The Offering is not conditioned upon the completion of the GIP Transaction. The Notes, other than the 5.250% Notes due 2054, will be subject to a special mandatory redemption (at a price equal to 101% of the aggregate principal amount of such series of Notes) under certain circumstances if the GIP Transaction is not consummated.
The Underwriters and their affiliates have provided, and may in the future provide, investment banking, commercial lending, financial advisory and other services for BlackRock. The Underwriters have received customary fees and expenses for these services. In particular, certain of the Underwriters and/or their affiliates are dealers under BlackRock’s commercial paper program. In addition, certain of the Underwriters and/or their affiliates are lenders under BlackRock’s $5 billion revolving credit facility maturing in 2028.
The foregoing summary of the Underwriting Agreement is qualified by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and incorporated herein by reference.
On March 5, 2024, BlackRock also issued a press release announcing the pricing of the Offering. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| | |
| 1.1 | | Underwriting Agreement, dated March 5, 2024, among BlackRock Funding, Inc., BlackRock, Inc. and Morgan Stanley & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein. |
| |
| 99.1 | | Press Release, dated March 5, 2024. |
| |
| 104 | | Cover Page Interactive Date File (embedded within the Inline XBRL document). |
