0001341004-11-001465.txt : 20110711 0001341004-11-001465.hdr.sgml : 20110711 20110711171730 ACCESSION NUMBER: 0001341004-11-001465 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110711 DATE AS OF CHANGE: 20110711 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BLACKBOARD INC CENTRAL INDEX KEY: 0001106942 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 522081178 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-80312 FILM NUMBER: 11962327 BUSINESS ADDRESS: STREET 1: 650 MASSACHUSETTS AVE NW STREET 2: 6TH FLR CITY: WASHINGTON STATE: DC ZIP: 20001 BUSINESS PHONE: 202-463-4860 MAIL ADDRESS: STREET 1: 650 MASSACHUSETTS AVE NW STREET 2: 6TH FLOOR CITY: WASHINGTON STATE: DC ZIP: 20001 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BlackRock Inc. CENTRAL INDEX KEY: 0001364742 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 320174431 STATE OF INCORPORATION: DE FISCAL YEAR END: 0226 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 55 EAST 52ND STREET CITY: NEW YORK STATE: NY ZIP: 10055 BUSINESS PHONE: 212-810-5300 MAIL ADDRESS: STREET 1: 55 EAST 52ND STREET CITY: NEW YORK STATE: NY ZIP: 10055 FORMER COMPANY: FORMER CONFORMED NAME: BlackRock, Inc. DATE OF NAME CHANGE: 20060929 FORMER COMPANY: FORMER CONFORMED NAME: New BlackRock, Inc. DATE OF NAME CHANGE: 20060601 SC 13D 1 sc13d.htm BLACKROCK INC. SCHEDULE 13D sc13d.htm
 

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934


BLACKBOARD INC.
--------------------------------------------------------
(Name of Issuer)

Common Stock
--------------------------------------------------------
(Title of Class of Securities)

091935502
--------------------------------------------------------
(CUSIP Number)

Robert P. Connolly
Senior Managing Director
and General Counsel
BlackRock Inc.
55 East 52nd Street
New York, NY 10022
(212) 810-5300
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)


June 30, 2011
--------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [X]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 
 
 
CUSIP No. 090135502
Page 2 of 6
 
1
  NAME OF REPORTING PERSONS
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
  BLACKROCK, INC. (TIN: 32-0174431)
2
  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
 
3
  SEC USE ONLY
 
 
4
  SOURCE OF FUNDS
 
  OO - Funds of investment advisory clients.
5
  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
 
  2(d) OR 2(e)
¨
6
  CITIZENSHIP OR PLACE OF ORGANIZATION
 
  Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
  SOLE VOTING POWER
 
 
8
  SHARED VOTING POWER
 
  2,144,958
9
  SOLE DISPOSITIVE POWER
 
 
10
  SHARED DISPOSITIVE POWER
 
  2,144,958
11
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  2,144,958
12
  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
¨
13
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  6.1%
 
14
  TYPE OF REPORTING PERSON
 
  HC

 
 
 
 
 
Page 3 of 6

Item 1.    Security and Issuer
 
 
This Schedule 13D (the “Schedule”) relates to the common stock, par value $0.01 per share (“Common Stock”) of BlackBoard Inc., a Delaware corporation (the “Issuer”).

The principal executive offices of the Issuer are located at 650 Massachusetts Ave, N.W., Washington D.C. 20001.

Item 2.    Identity and Background

This Schedule 13D is being filed by BlackRock Inc. (the “Reporting Person”).  The Reporting Person is a Delaware corporation that, through its subsidiaries, provides diversified investment management directly and indirectly through various investment products to institutions, intermediaries and individual investors. Investment management services primarily consist of the management of equity, fixed income, multi-asset class, alternative investment and cash management products. The Reporting Person, through its subsidiaries, offers its investment products in a variety of accounts, including open-end and closed-end mutual funds, iShares® exchange-traded funds, collective investment trusts and separate accounts. In addition, the Reporting Person, through its subsidiaries, provides market risk management, financial markets advisory and enterprise investment system services to a broad base of clients. Financial markets advisory services include valuation services relating to illiquid securities, dispositions and workout assignments (including long-term portfolio liquidation assignments), risk management and strategic planning and execution.  The principal office and business address of the Reporting Person is 55 East 52nd Street, New York, NY 10022.

Certain of the securities reported herein were previously included in a statement on Schedule 13G filed by the Reporting Person on February 3, 2011.  Although the Reporting Person does not believe it is required to file a Schedule 13D pursuant to Rule 13d-1 under the Securities Exchange Act of 1934 because the investment intent of neither the Reporting Person nor its subsidiaries that may be deemed to beneficially own the shares of Common Stock to which this Schedule relates has changed such that the Reporting Person would cease to be permitted to make use of Schedule 13G, the Reporting Person is voluntarily filing this Schedule because certain of its affiliates entered into the transaction described in Item 4 below.

(a) – (c) and (f) For information required by Instruction C to Schedule 13D with respect to the officers and directors of the Reporting Person (collectively, the “Covered Persons”), reference is made to Schedule A annexed hereto and incorporated herein by reference.

(d) During the last five years, neither the Reporting Person or its subsidiaries nor, to the knowledge of the Reporting Person, any of the Covered Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, neither the Reporting Person or its subsidiaries nor, to the knowledge of the Reporting Person, any of the Covered Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Neither the present filing nor anything contained herein shall be construed as an admission that the Reporting Person constitutes a “person” for any purposes other than Section 13(d) of the Securities Exchange Act of 1934.

Item 3.    Source and Amount of Funds or Other Consideration

           The aggregate purchase price of the 2,144,958 shares beneficially owned by the Reporting Person is $82,124,820. The shares were acquired with available funds of the applicable accounts for which certain of the Reporting Person’s subsidiaries act as investment advisers.

Item 4.    Purpose of Transaction

All of the shares of Common Stock were acquired for investment purposes by funds and accounts for which certain of the Reporting Person’s subsidiaries act as investment advisers.

 
 
 

 
CUSIP No. 090135502
Page 4 of 6

On June 30, 2011, Portfolio Administration & Management Ltd. (“PAM”), a subsidiary of the Reporting Person, entered into an Equity Commitment Letter Agreement (the “Commitment Letter”), with Providence Equity Partners VI L.P. and Providence Equity Partners VI-A L.P. on behalf of certain funds and an account managed by subsidiaries of the Reporting Person.  Pursuant to the Commitment Letter, PAM on behalf of such funds and account irrevocably committed, on the terms and subject to the conditions set forth therein, to purchase, with funds to be provided by such funds and account, $45 million dollars of equity interests in Bulldog Super Holdco, LLC, a Delaware limited liability company (“Holdco”), solely for the purpose of funding, and to the extent necessary to fund, a portion of the merger consideration payable by Bulldog Holdings, LLC, a Delaware limited liability company and wholly owned subsidiary of Holdco (“Parent”), in accordance with an Agreement and Plan of Merger (the “Merger Agreement”) dated as of June 30, 2011 among the Issuer, Parent and Bulldog Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Acquisition Sub”) in an amount not to exceed the Per Share Amount as set forth in the Merger Agreement and related fees and expenses.  The Merger Agreement provides that Acquisition Sub will merge with and into the Issuer (the “Merger”) on the terms and subject to the conditions set forth therein, with the Issuer surviving the Merger as a wholly owned subsidiary of Parent, and the Common Stock of the Issuer issued and outstanding immediately prior to the effectiveness of the Merger being converted into the right to receive $45.00 per share in cash, without interest. The Merger Agreement provides for various closing conditions including approval of a majority of the outstanding shares of Common Stock of the Issuer, regulatory approvals and other closing conditions.  Upon closing, the Issuer will become a privately held company and the Common Stock will cease to be listed on the NASDAQ Global Select Market.

PAM’s entry into the Commitment Letter on behalf of certain funds and an account managed by subsidiaries of the Reporting Person will not have an impact on the Reporting Person’s subsidiaries’ exercise of investment or voting power with respect to the shares of Common Stock to which this Schedule relates.

Except as set forth in this Schedule, the Reporting Person has no present plans or proposals that relate to or would result in any of the actions described in Item 4(a) through (j) of Schedule 13D under Rule 13d-1(d).  The Reporting Person expects each of its advisory subsidiaries to evaluate on a continuing basis its client accounts’ investment in the Issuer and that each such subsidiary may from time to time acquire or dispose of shares of Common Stock or other securities of the Issuer on behalf of such client accounts.  Any acquisitions or dispositions will depend upon (i) the price and availability of the Issuer's securities; (ii) subsequent developments concerning the Issuer's business and prospects and the industry in which the Issuer operates; (iii) the Reporting Person’s advisory subsidiaries’ general investment policies with respect to the applicable accounts managed by the Reporting Person’s advisory subsidiaries; (iv) other investment and business opportunities available to the Reporting Person's advisory subsidiaries on behalf of their clients; (v) general market and economic conditions; (vi) tax considerations and (vii) such other factors as the Reporting Person’s advisory subsidiaries may consider relevant.  Any such acquisitions or dispositions may be made, subject to applicable law, in open market transactions or privately negotiated transactions.

Item 5.    Interest in Securities of the Issuer

(a) − (b) The responses of the Reporting Person to Rows (7) through (11) of the cover page of this Schedule are incorporated herein by reference.

The shares of Common Stock beneficially owned by the Reporting Person include shares of Common Stock beneficially owned by subsidiaries of the Reporting Person including BlackRock Institutional Trust Company, N.A., BlackRock Fund Advisors, BlackRock Advisors, LLC, BlackRock Investment Management, LLC, BlackRock (Luxembourg) S.A., BlackRock International Limited, BlackRock Japan Co. Ltd., BlackRock Asset Management Canada Limited and BlackRock Asset Management Australia Limited, none of which beneficially owns in excess of 5% of the outstanding Common Stock.

Except as set forth herein, neither the Reporting Person nor, to the knowledge of the Reporting Person, the Covered Persons beneficially owned any shares of Common Stock as of July 8, 2011, the nearest practicable date prior to the filing of this Schedule.

(c) Schedule B sets forth transactions in the Common Stock which were effected during the sixty day period ending July 8, 2011, the nearest practicable date prior to the filing of this Schedule, all of which where were effected in the ordinary course of business and not with the purpose or effect of changing or influencing the control of the Issuer.  The transactions in the Common Stock described on Schedule B were effected on the NASDAQ Global Select Market or privately negotiated, as indicated therein.

(d) Except for investment advisory clients of the Reporting Person’s subsidiaries who may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock, no

 
 
 


CUSIP No. 090135502
Page 5 of 6

other person is known by the Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock beneficially owned by the Reporting Person.

The information set forth in Rows 7 through 13 of the cover page of this Schedule for the Reporting Person is incorporated herein by reference.  The percentage amount set forth in Row 13 for the cover page of this Schedule is calculated based upon the 35,029,168 Shares issued and outstanding as reported by the Issuer in its most recently filed Form 10-Q for the quarterly period ended April 29, 2011.

Item 6.    Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information set forth in Item 4 is hereby incorporated herein by reference.

Except as set forth in this Schedule, there are no contracts, arrangements, understandings or relationships between the Reporting Person and any other person with respect to any securities of the Issuer or among the investment advisory subsidiaries of the Reporting Person, including but not limited to transfer or voting of any securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7.    Material to Be Filed as Exhibits

Exhibit No.
  
Description
     
1.
  
Letter Agreement, dated June 30, 2011, by and between Portfolio Administration & Management Ltd. on   behalf of private equity funds and an account under management, Providence Equity Partners VII L.P. and Providence Equity Partners VI-A L.P.
     
2.
  
Power of Attorney, dated December 14, 2010, relating to BlackRock Inc. (incorporated by reference to Exhibit B to Schedule 13G filed by BlackRock Inc. on February 3, 2011 (SEC file number 005−80312)) and are hereby incorporated herein.


 
 
 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and  belief, I certify that the information set forth in this statement is true, complete and correct.
   
 
Dated: July 11, 2011
   
 
BLACKROCK, INC.
   
 
By:
/s/ Matthew Fitzgerald
 
Name:
Matthew Fitzgerald
 
Title:
Attorney-in-fact



 
 
 

Schedule A

The following is a list of the executive officers and directors of the Reporting Person, setting forth the present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted and citizenship for each such person.

BlackRock, Inc.
 
Executive Officers
Name
Business Address
Present Principal Occupation or Employment / Name and Address of Any Other Corporation
Citizenship
Laurence D. Fink
55 East 52nd Street
New York, NY 10055
Chief Executive Officer
U.S.
Robert S. Kapito
55 East 52nd Street
New York, NY 10055
President
U.S.
Robert P. Connolly
55 East 52nd Street
New York, NY 10055
General Counsel, Secretary and Senior Managing Director
U.S.
Robert W. Fairbairn
55 East 52nd Street
New York, NY 10055
Senior Managing Director, Head of Global Client Group
U.S.
Bennett W. Golub
55 East 52nd Street
New York, NY 10055
Chief Risk Officer and Senior Managing Director
U.S.
Charles S. Hallac
55 East 52nd Street
New York, NY 10055
Chief Operating Officer and Senior Managing Director
U.S.
J. Richard Kushel
55 East 52nd Street
New York, NY 10055
Senior Managing Director, Head of Portfolio Managing Group
U.S.
Ann Marie Petach
55 East 52nd Street
New York, NY 10055
Chief Financial Officer and Senior Managing Director
U.S.
Linda Gosden Robinson
55 East 52nd Street
New York, NY 10055
Senior Managing Director and Head of Marketing and Communications
U.S.
Susan L. Wagner
55 East 52nd Street
New York, NY 10055
Vice Chairman
U.S.
Kendrick R. Wilson, III
55 East 52nd Street
New York, NY 10055
Vice Chairman
U.S.
Joseph Feliciani
55 East 52nd Street
New York, NY 10055
Chief Accounting Officer
U.S.
N. James Charrington
33 King William Street,
London, England, EC4R 9AS,
United Kingdom
Senior Managing Director
British


 
 
 


Name
Business Address
Present Principal Occupation or Employment / Name and Address of Any Other Corporation
Citizenship
Rohit Bhagat
2 Queen’s Road Central Cheung
Kong Center
Hong Kong, China
Senior Managing Director
U.S.
Jeffrey A. Smith
55 East 52nd Street
New York, NY 10055
Senior Managing Director and Head of Human Resources
U.S.


Directors
Name
Business Address
Present Principal Occupation or Employment / Name and Address of Any Other Corporation
Citizenship
Laurence D. Fink
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055
Chief Executive Officer
U.S.
Robert S. Kapito
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055
President
U.S.
Abdlatif Al-Hamad
Arab Fund for Economic & Social Development,
Airport Boulevard
Shuwaikh, Kuwait
Arab Fund for Economic & Social Development - Chairman, Director General
Kuwaiti
Mathis Cabiallavetta
Swiss Reinsurance Company Ltd. 
Mythenquai 50/60  CH-8022
Zurich, Switzerland
Swiss Reinsurance Company Ltd. - Vice Chairman
Swiss
Dennis D. Dammerman
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055
Retired
U.S.
William S. Demchak
PNC Financial Services Group Inc.
One PNC Plaza Avenue                      
Pittsburgh, PA 15222
PNC Financial Services Group Inc. - Senior Vice Chairman
U.S.
Robert E. Diamond, Jr.
Barclays Capital
745 7th Avenue
New York, NY 10019
Barclays Capital - Chief Executive Officer
U.S.
Murry S. Gerber
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055
Retired
U.S.


 
 
 


Name
Business Address
Present Principal Occupation or Employment / Name and Address of Any Other Corporation
Citizenship
James Grosfeld
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055
Retired
U.S.
David H. Komansky
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055
Retired
U.S.
Sir Deryck Maughan
Kohlberg Kravis Roberts & Co.
9 West 57th Street
Suite 4200
New York, NY 10019
Kohlberg Kravis Roberts & Co. – Head of Financial Institutions Group
British
Thomas K. Montag
Bank of America
One Bryant Park
4th Floor
New York, NY 10036
Bank of America -President of Global Banking and Markets
U.S.
Thomas H. O’Brien
The PNC Financial Services Group, Inc.
One PNC Plaza,
249 Fifth Avenue,
2nd Floor
Pittsburgh, PA 15222
Retired
U.S.
James E. Rohr
The PNC Financial Services Group, Inc.
One PNC Plaza,
249 Fifth Avenue,
2nd Floor
Pittsburgh, PA 15222
The PNC Financial Services Group, Inc. – Chief Executive Officer
U.S.
Ivan G. Seidenberg
Verizon Communications
140 West Street,
Floor 29
New York, NY 10007
Verizon Communications – Chairman and Chief Executive Officer
U.S.
John S. Varley
Barclays PLC
One Churchill Place
London E14 5HP
United Kingdom
Retired
British


 
 
 

Schedule B

Transactions in Common Stock


Legal Entity
Trade Date
Amount
Trade Price
BUY/SELL
Execution Type
BlackRock Advisors, LLC
May 31 2011
139
43.09
SELL
PRIVATE
BlackRock Advisors, LLC
May 31 2011
27
43.10
SELL
NASDAQ
BlackRock Advisors, LLC
Jun 17 2011
71
40.76
BUY
NASDAQ
BlackRock Advisors, LLC
Jun 17 2011
1
40.76
BUY
PRIVATE
BlackRock Advisors, LLC
Jun 20 2011
140
40.15
BUY
NASDAQ
BlackRock Advisors, LLC
Jun 23 2011
18,450
43.71
BUY
NASDAQ
BlackRock Advisors, LLC
Jun 23 2011
5,600
43.71
BUY
NASDAQ
BlackRock Advisors, LLC
Jun 24 2011
89,700
44.08
BUY
NASDAQ
BlackRock Advisors, LLC
Jun 24 2011
37,300
44.06
BUY
NASDAQ
BlackRock Advisors, LLC
Jun 24 2011
47,550
44.00
BUY
NASDAQ
BlackRock Advisors, LLC
Jun 24 2011
27,000
44.08
BUY
NASDAQ
BlackRock Advisors, LLC
Jun 24 2011
11,300
44.06
BUY
NASDAQ
BlackRock Advisors, LLC
Jun 24 2011
14,400
44.00
BUY
NASDAQ
BlackRock Advisors, LLC
Jun 24 2011
93
43.94
SELL
PRIVATE
BlackRock Advisors, LLC
Jun 30 2011
32,600
43.28
BUY
NASDAQ
BlackRock Advisors, LLC
Jun 30 2011
9,800
43.28
BUY
NASDAQ
BlackRock Advisors, LLC
Jul  5 2011
225,600
44.15
SELL
NASDAQ
BlackRock Advisors, LLC
Jul  5 2011
68,100
44.15
SELL
NASDAQ
BlackRock Asset Management Australia Limited
May 31 2011
30
43.12
SELL
NASDAQ
BlackRock Asset Management Canada Limited
May 31 2011
162
43.09
SELL
NASDAQ
BlackRock Asset Management Canada Limited
Jun  9 2011
4,700
41.23
BUY
NASDAQ
BlackRock Asset Management Canada Limited
Jun 17 2011
4,700
40.76
SELL
PRIVATE
BlackRock Capital Management
Jun 23 2011
700
43.71
BUY
NASDAQ
BlackRock Capital Management
Jun 24 2011
3,300
44.08
BUY
NASDAQ
BlackRock Capital Management
Jun 24 2011
1,400
44.06
BUY
NASDAQ
BlackRock Capital Management
Jun 24 2011
1,800
44.00
BUY
NASDAQ
BlackRock Capital Management
Jun 30 2011
1,200
43.28
BUY
NASDAQ
BlackRock Capital Management
Jun 30 2011
3,200
43.26
BUY
NASDAQ
BlackRock Capital Management
Jul  5 2011
11,600
44.15
SELL
NASDAQ
BlackRock Fund Advisors
May 10 2011
9
45.26
BUY
PRIVATE
BlackRock Fund Advisors
May 10 2011
249
45.26
BUY
PRIVATE
BlackRock Fund Advisors
May 10 2011
3,390
45.26
BUY
PRIVATE
BlackRock Fund Advisors
May 10 2011
4,068
45.26
BUY
PRIVATE
BlackRock Fund Advisors
May 10 2011
2,599
45.26
BUY
PRIVATE
BlackRock Fund Advisors
May 10 2011
3,164
45.26
BUY
PRIVATE
BlackRock Fund Advisors
May 10 2011
3,390
45.26
BUY
PRIVATE
BlackRock Fund Advisors
May 10 2011
2,260
45.26
BUY
PRIVATE


 
 
 


Legal Entity
Trade Date
Amount
Trade Price
BUY/SELL
Execution Type
BlackRock Fund Advisors
May 10 2011
1,356
45.26
SELL
PRIVATE
BlackRock Fund Advisors
May 10 2011
5,311
45.26
SELL
PRIVATE
BlackRock Fund Advisors
May 10 2011
50
45.26
SELL
PRIVATE
BlackRock Fund Advisors
May 11 2011
747
44.58
BUY
PRIVATE
BlackRock Fund Advisors
May 11 2011
3,955
44.58
BUY
PRIVATE
BlackRock Fund Advisors
May 11 2011
15,820
44.58
BUY
PRIVATE
BlackRock Fund Advisors
May 11 2011
1,494
44.58
SELL
PRIVATE
BlackRock Fund Advisors
May 11 2011
5,650
44.58
SELL
PRIVATE
BlackRock Fund Advisors
May 11 2011
8,136
44.58
SELL
PRIVATE
BlackRock Fund Advisors
May 11 2011
1,695
44.58
SELL
PRIVATE
BlackRock Fund Advisors
May 12 2011
18
44.65
BUY
PRIVATE
BlackRock Fund Advisors
May 12 2011
4,520
44.65
BUY
PRIVATE
BlackRock Fund Advisors
May 12 2011
2,260
44.65
BUY
PRIVATE
BlackRock Fund Advisors
May 12 2011
747
44.65
SELL
PRIVATE
BlackRock Fund Advisors
May 12 2011
4,181
44.65
SELL
PRIVATE
BlackRock Fund Advisors
May 13 2011
3,164
44.51
BUY
PRIVATE
BlackRock Fund Advisors
May 13 2011
249
44.51
SELL
PRIVATE
BlackRock Fund Advisors
May 13 2011
7,910
44.51
SELL
PRIVATE
BlackRock Fund Advisors
May 13 2011
7,571
44.51
SELL
PRIVATE
BlackRock Fund Advisors
May 16 2011
113
43.42
BUY
PRIVATE
BlackRock Fund Advisors
May 16 2011
2,260
43.42
BUY
PRIVATE
BlackRock Fund Advisors
May 16 2011
2,147
43.42
BUY
PRIVATE
BlackRock Fund Advisors
May 16 2011
99
43.42
BUY
NASDAQ
BlackRock Fund Advisors
May 16 2011
430
43.42
BUY
PRIVATE
BlackRock Fund Advisors
May 16 2011
27
43.42
BUY
PRIVATE
BlackRock Fund Advisors
May 16 2011
9
43.42
SELL
PRIVATE
BlackRock Fund Advisors
May 16 2011
996
43.42
SELL
PRIVATE
BlackRock Fund Advisors
May 16 2011
747
43.42
SELL
PRIVATE
BlackRock Fund Advisors
May 16 2011
2,825
43.42
SELL
PRIVATE
BlackRock Fund Advisors
May 16 2011
452
43.42
SELL
PRIVATE
BlackRock Fund Advisors
May 16 2011
10,283
43.42
SELL
PRIVATE
BlackRock Fund Advisors
May 16 2011
10,170
43.42
SELL
PRIVATE
BlackRock Fund Advisors
May 17 2011
1,245
42.79
BUY
PRIVATE
BlackRock Fund Advisors
May 17 2011
5,198
42.79
BUY
PRIVATE
BlackRock Fund Advisors
May 17 2011
4,520
42.79
BUY
PRIVATE
BlackRock Fund Advisors
May 17 2011
1,017
42.79
BUY
PRIVATE
BlackRock Fund Advisors
May 17 2011
1,808
42.79
BUY
PRIVATE
BlackRock Fund Advisors
May 17 2011
860
42.79
BUY
PRIVATE
BlackRock Fund Advisors
May 17 2011
82
42.79
SELL
PRIVATE
BlackRock Fund Advisors
May 17 2011
498
42.79
SELL
PRIVATE
BlackRock Fund Advisors
May 17 2011
996
42.79
SELL
PRIVATE
BlackRock Fund Advisors
May 17 2011
6,780
42.79
SELL
PRIVATE
BlackRock Fund Advisors
May 17 2011
2,260
42.79
SELL
PRIVATE


 
 
 


Legal Entity
Trade Date
Amount
Trade Price
BUY/SELL
Execution Type
BlackRock Fund Advisors
May 17 2011
3,051
42.79
SELL
PRIVATE
BlackRock Fund Advisors
May 17 2011
36
42.79
SELL
PRIVATE
BlackRock Fund Advisors
May 17 2011
54
42.79
SELL
PRIVATE
BlackRock Fund Advisors
May 18 2011
249
44.39
SELL
PRIVATE
BlackRock Fund Advisors
May 18 2011
2,712
44.39
SELL
PRIVATE
BlackRock Fund Advisors
May 18 2011
1,695
44.39
SELL
PRIVATE
BlackRock Fund Advisors
May 18 2011
100
44.39
SELL
PRIVATE
BlackRock Fund Advisors
May 18 2011
100
44.39
SELL
PRIVATE
BlackRock Fund Advisors
May 19 2011
1,695
42.89
BUY
PRIVATE
BlackRock Fund Advisors
May 19 2011
11,300
42.89
BUY
PRIVATE
BlackRock Fund Advisors
May 19 2011
2,260
42.89
SELL
PRIVATE
BlackRock Fund Advisors
May 19 2011
2,260
42.89
SELL
PRIVATE
BlackRock Fund Advisors
May 19 2011
3,390
42.89
SELL
PRIVATE
BlackRock Fund Advisors
May 20 2011
18
43.47
BUY
PRIVATE
BlackRock Fund Advisors
May 20 2011
5,650
43.47
BUY
PRIVATE
BlackRock Fund Advisors
May 20 2011
1,356
43.47
BUY
PRIVATE
BlackRock Fund Advisors
May 20 2011
2,938
43.47
SELL
PRIVATE
BlackRock Fund Advisors
May 20 2011
9,944
43.47
SELL
PRIVATE
BlackRock Fund Advisors
May 20 2011
1,695
43.47
SELL
PRIVATE
BlackRock Fund Advisors
May 20 2011
2,712
43.47
SELL
PRIVATE
BlackRock Fund Advisors
May 20 2011
47
43.47
SELL
NASDAQ
BlackRock Fund Advisors
May 20 2011
18
43.47
SELL
PRIVATE
BlackRock Fund Advisors
May 20 2011
18
43.47
SELL
PRIVATE
BlackRock Fund Advisors
May 20 2011
100
43.47
SELL
PRIVATE
BlackRock Fund Advisors
May 23 2011
1,494
42.47
BUY
PRIVATE
BlackRock Fund Advisors
May 23 2011
2,938
42.47
BUY
PRIVATE
BlackRock Fund Advisors
May 23 2011
226
42.47
BUY
PRIVATE
BlackRock Fund Advisors
May 23 2011
2,260
42.47
BUY
PRIVATE
BlackRock Fund Advisors
May 23 2011
4,520
42.47
BUY
PRIVATE
BlackRock Fund Advisors
May 23 2011
747
42.47
SELL
PRIVATE
BlackRock Fund Advisors
May 23 2011
4,294
42.47
SELL
PRIVATE
BlackRock Fund Advisors
May 23 2011
2,825
42.47
SELL
PRIVATE
BlackRock Fund Advisors
May 23 2011
3,955
42.47
SELL
PRIVATE
BlackRock Fund Advisors
May 23 2011
3,390
42.47
SELL
PRIVATE
BlackRock Fund Advisors
May 23 2011
50
42.47
SELL
PRIVATE
BlackRock Fund Advisors
May 24 2011
996
41.80
BUY
PRIVATE
BlackRock Fund Advisors
May 24 2011
4,980
41.80
BUY
PRIVATE
BlackRock Fund Advisors
May 24 2011
2,373
41.80
BUY
PRIVATE
BlackRock Fund Advisors
May 24 2011
2,260
41.80
BUY
PRIVATE
BlackRock Fund Advisors
May 24 2011
6,780
41.80
BUY
PRIVATE
BlackRock Fund Advisors
May 24 2011
860
41.80
BUY
PRIVATE
BlackRock Fund Advisors
May 24 2011
860
41.80
BUY
PRIVATE
BlackRock Fund Advisors
May 24 2011
100
41.80
BUY
PRIVATE


 
 
 


Legal Entity
Trade Date
Amount
Trade Price
BUY/SELL
Execution Type
BlackRock Fund Advisors
May 24 2011
27
41.80
SELL
PRIVATE
BlackRock Fund Advisors
May 24 2011
249
41.80
SELL
PRIVATE
BlackRock Fund Advisors
May 24 2011
2,739
41.80
SELL
PRIVATE
BlackRock Fund Advisors
May 24 2011
3,955
41.80
SELL
PRIVATE
BlackRock Fund Advisors
May 24 2011
8,475
41.80
SELL
PRIVATE
BlackRock Fund Advisors
May 24 2011
11,526
41.80
SELL
PRIVATE
BlackRock Fund Advisors
May 24 2011
100
41.80
SELL
PRIVATE
BlackRock Fund Advisors
May 25 2011
6,780
41.95
BUY
PRIVATE
BlackRock Fund Advisors
May 25 2011
246
41.95
BUY
NASDAQ
BlackRock Fund Advisors
May 25 2011
1,290
41.95
BUY
PRIVATE
BlackRock Fund Advisors
May 25 2011
249
41.95
SELL
PRIVATE
BlackRock Fund Advisors
May 25 2011
5,085
41.95
SELL
PRIVATE
BlackRock Fund Advisors
May 26 2011
3,955
42.15
BUY
PRIVATE
BlackRock Fund Advisors
May 26 2011
1,130
42.15
BUY
PRIVATE
BlackRock Fund Advisors
May 26 2011
18,080
42.15
BUY
PRIVATE
BlackRock Fund Advisors
May 26 2011
2,034
42.15
BUY
PRIVATE
BlackRock Fund Advisors
May 26 2011
860
42.15
BUY
PRIVATE
BlackRock Fund Advisors
May 26 2011
1,130
42.15
SELL
PRIVATE
BlackRock Fund Advisors
May 27 2011
9
42.58
BUY
PRIVATE
BlackRock Fund Advisors
May 27 2011
747
42.58
BUY
PRIVATE
BlackRock Fund Advisors
May 27 2011
1,130
42.58
BUY
PRIVATE
BlackRock Fund Advisors
May 27 2011
678
42.58
BUY
PRIVATE
BlackRock Fund Advisors
May 27 2011
1,695
42.58
BUY
PRIVATE
BlackRock Fund Advisors
May 27 2011
1,017
42.58
BUY
PRIVATE
BlackRock Fund Advisors
May 27 2011
226
42.58
BUY
PRIVATE
BlackRock Fund Advisors
May 27 2011
430
42.58
BUY
PRIVATE
BlackRock Fund Advisors
May 27 2011
41
42.58
SELL
PRIVATE
BlackRock Fund Advisors
May 27 2011
41
42.58
SELL
PRIVATE
BlackRock Fund Advisors
May 27 2011
1,921
42.58
SELL
PRIVATE
BlackRock Fund Advisors
May 31 2011
996
43.09
BUY
PRIVATE
BlackRock Fund Advisors
May 31 2011
5,650
43.09
BUY
PRIVATE
BlackRock Fund Advisors
May 31 2011
5,989
43.09
BUY
PRIVATE
BlackRock Fund Advisors
May 31 2011
226
43.09
BUY
PRIVATE
BlackRock Fund Advisors
May 31 2011
339
43.09
BUY
PRIVATE
BlackRock Fund Advisors
May 31 2011
1,130
43.09
BUY
PRIVATE
BlackRock Fund Advisors
May 31 2011
9,040
43.09
BUY
PRIVATE
BlackRock Fund Advisors
May 31 2011
9,040
43.09
BUY
PRIVATE
BlackRock Fund Advisors
May 31 2011
116
43.10
SELL
NASDAQ
BlackRock Fund Advisors
May 31 2011
996
43.09
SELL
PRIVATE
BlackRock Fund Advisors
May 31 2011
1,245
43.09
SELL
PRIVATE
BlackRock Fund Advisors
May 31 2011
10,170
43.09
SELL
PRIVATE
BlackRock Fund Advisors
May 31 2011
4,746
43.09
SELL
PRIVATE
BlackRock Fund Advisors
Jun  1 2011
6,780
42.05
BUY
PRIVATE


 
 
 


Legal Entity
Trade Date
Amount
Trade Price
BUY/SELL
Execution Type
BlackRock Fund Advisors
Jun  1 2011
1,130
42.05
BUY
PRIVATE
BlackRock Fund Advisors
Jun  1 2011
3,390
42.05
BUY
PRIVATE
BlackRock Fund Advisors
Jun  1 2011
226
42.05
BUY
PRIVATE
BlackRock Fund Advisors
Jun  1 2011
430
42.05
BUY
PRIVATE
BlackRock Fund Advisors
Jun  1 2011
8
42.05
BUY
PRIVATE
BlackRock Fund Advisors
Jun  1 2011
7,470
42.05
SELL
PRIVATE
BlackRock Fund Advisors
Jun  1 2011
1,494
42.05
SELL
PRIVATE
BlackRock Fund Advisors
Jun  1 2011
2,825
42.05
SELL
PRIVATE
BlackRock Fund Advisors
Jun  1 2011
339
42.05
SELL
PRIVATE
BlackRock Fund Advisors
Jun  1 2011
7,345
42.05
SELL
PRIVATE
BlackRock Fund Advisors
Jun  1 2011
12,430
42.05
SELL
PRIVATE
BlackRock Fund Advisors
Jun  2 2011
9
41.45
BUY
PRIVATE
BlackRock Fund Advisors
Jun  2 2011
6,780
41.45
BUY
PRIVATE
BlackRock Fund Advisors
Jun  2 2011
4,520
41.45
BUY
PRIVATE
BlackRock Fund Advisors
Jun  2 2011
1,992
41.45
SELL
PRIVATE
BlackRock Fund Advisors
Jun  2 2011
996
41.45
SELL
PRIVATE
BlackRock Fund Advisors
Jun  2 2011
7,345
41.45
SELL
PRIVATE
BlackRock Fund Advisors
Jun  2 2011
6,554
41.45
SELL
PRIVATE
BlackRock Fund Advisors
Jun  2 2011
100
41.45
SELL
PRIVATE
BlackRock Fund Advisors
Jun  3 2011
13,560
41.00
BUY
PRIVATE
BlackRock Fund Advisors
Jun  3 2011
1,245
41.00
SELL
PRIVATE
BlackRock Fund Advisors
Jun  3 2011
1,017
41.00
SELL
PRIVATE
BlackRock Fund Advisors
Jun  3 2011
7,910
41.00
SELL
PRIVATE
BlackRock Fund Advisors
Jun  3 2011
10,170
41.00
SELL
PRIVATE
BlackRock Fund Advisors
Jun  3 2011
503
41.00
SELL
PRIVATE
BlackRock Fund Advisors
Jun  3 2011
24
41.00
SELL
PRIVATE
BlackRock Fund Advisors
Jun  6 2011
249
40.59
BUY
PRIVATE
BlackRock Fund Advisors
Jun  6 2011
4,520
40.59
BUY
PRIVATE
BlackRock Fund Advisors
Jun  6 2011
1,243
40.59
BUY
PRIVATE
BlackRock Fund Advisors
Jun  6 2011
2,260
40.59
BUY
PRIVATE
BlackRock Fund Advisors
Jun  6 2011
2,260
40.59
BUY
PRIVATE
BlackRock Fund Advisors
Jun  6 2011
2,260
40.59
BUY
PRIVATE
BlackRock Fund Advisors
Jun  6 2011
41
40.59
SELL
PRIVATE
BlackRock Fund Advisors
Jun  6 2011
11
40.59
SELL
PRIVATE
BlackRock Fund Advisors
Jun  6 2011
747
40.59
SELL
PRIVATE
BlackRock Fund Advisors
Jun  6 2011
6,102
40.59
SELL
PRIVATE
BlackRock Fund Advisors
Jun  6 2011
1,695
40.59
SELL
PRIVATE
BlackRock Fund Advisors
Jun  7 2011
2,260
40.80
BUY
PRIVATE
BlackRock Fund Advisors
Jun  7 2011
1,808
40.80
BUY
PRIVATE
BlackRock Fund Advisors
Jun  7 2011
11,300
40.80
BUY
PRIVATE
BlackRock Fund Advisors
Jun  7 2011
247
40.81
BUY
NASDAQ
BlackRock Fund Advisors
Jun  7 2011
1,245
40.80
SELL
PRIVATE
BlackRock Fund Advisors
Jun  7 2011
2,825
40.80
SELL
PRIVATE


 
 
 


Legal Entity
Trade Date
Amount
Trade Price
BUY/SELL
Execution Type
BlackRock Fund Advisors
Jun  7 2011
2,373
40.80
SELL
PRIVATE
BlackRock Fund Advisors
Jun  8 2011
498
40.28
BUY
PRIVATE
BlackRock Fund Advisors
Jun  8 2011
123
40.28
SELL
PRIVATE
BlackRock Fund Advisors
Jun  8 2011
5,085
40.28
SELL
PRIVATE
BlackRock Fund Advisors
Jun  8 2011
113
40.28
SELL
PRIVATE
BlackRock Fund Advisors
Jun  8 2011
860
40.28
SELL
PRIVATE
BlackRock Fund Advisors
Jun  9 2011
678
41.23
BUY
PRIVATE
BlackRock Fund Advisors
Jun  9 2011
3,955
41.23
BUY
PRIVATE
BlackRock Fund Advisors
Jun  9 2011
4,520
41.23
BUY
PRIVATE
BlackRock Fund Advisors
Jun  9 2011
1,356
41.23
BUY
PRIVATE
BlackRock Fund Advisors
Jun  9 2011
82
41.23
SELL
PRIVATE
BlackRock Fund Advisors
Jun  9 2011
11
41.23
SELL
PRIVATE
BlackRock Fund Advisors
Jun 10 2011
226
39.93
BUY
PRIVATE
BlackRock Fund Advisors
Jun 10 2011
9,605
39.93
BUY
PRIVATE
BlackRock Fund Advisors
Jun 10 2011
5,198
39.93
BUY
PRIVATE
BlackRock Fund Advisors
Jun 10 2011
1,245
39.93
SELL
PRIVATE
BlackRock Fund Advisors
Jun 10 2011
2,260
39.93
SELL
PRIVATE
BlackRock Fund Advisors
Jun 10 2011
2,825
39.93
SELL
PRIVATE
BlackRock Fund Advisors
Jun 10 2011
4,972
39.93
SELL
PRIVATE
BlackRock Fund Advisors
Jun 10 2011
678
39.93
SELL
PRIVATE
BlackRock Fund Advisors
Jun 13 2011
498
39.66
BUY
PRIVATE
BlackRock Fund Advisors
Jun 13 2011
747
39.66
BUY
PRIVATE
BlackRock Fund Advisors
Jun 13 2011
249
39.66
BUY
PRIVATE
BlackRock Fund Advisors
Jun 13 2011
1,921
39.66
BUY
PRIVATE
BlackRock Fund Advisors
Jun 13 2011
22
39.66
SELL
PRIVATE
BlackRock Fund Advisors
Jun 13 2011
791
39.66
SELL
PRIVATE
BlackRock Fund Advisors
Jun 13 2011
50
39.66
SELL
PRIVATE
BlackRock Fund Advisors
Jun 14 2011
2,490
42.08
BUY
PRIVATE
BlackRock Fund Advisors
Jun 14 2011
996
42.08
BUY
PRIVATE
BlackRock Fund Advisors
Jun 14 2011
277
42.08
BUY
NASDAQ
BlackRock Fund Advisors
Jun 14 2011
1,469
42.08
BUY
PRIVATE
BlackRock Fund Advisors
Jun 14 2011
4,520
42.08
BUY
PRIVATE
BlackRock Fund Advisors
Jun 14 2011
4,746
42.08
BUY
PRIVATE
BlackRock Fund Advisors
Jun 14 2011
2,825
42.08
BUY
PRIVATE
BlackRock Fund Advisors
Jun 14 2011
126
42.08
BUY
NASDAQ
BlackRock Fund Advisors
Jun 14 2011
429
42.08
BUY
NASDAQ
BlackRock Fund Advisors
Jun 14 2011
151
42.08
BUY
NASDAQ
BlackRock Fund Advisors
Jun 14 2011
504
42.08
BUY
NASDAQ
BlackRock Fund Advisors
Jun 14 2011
682
42.08
BUY
NASDAQ
BlackRock Fund Advisors
Jun 14 2011
328
42.08
BUY
NASDAQ
BlackRock Fund Advisors
Jun 14 2011
25
42.08
BUY
NASDAQ
BlackRock Fund Advisors
Jun 14 2011
7,910
42.08
BUY
PRIVATE
BlackRock Fund Advisors
Jun 14 2011
110
42.08
BUY
NASDAQ


 
 
 


Legal Entity
Trade Date
Amount
Trade Price
BUY/SELL
Execution Type
BlackRock Fund Advisors
Jun 14 2011
27
42.08
SELL
PRIVATE
BlackRock Fund Advisors
Jun 14 2011
2,147
42.08
SELL
PRIVATE
BlackRock Fund Advisors
Jun 14 2011
860
42.08
SELL
PRIVATE
BlackRock Fund Advisors
Jun 14 2011
150
42.08
SELL
PRIVATE
BlackRock Fund Advisors
Jun 15 2011
9
42.19
BUY
PRIVATE
BlackRock Fund Advisors
Jun 15 2011
1,026
42.19
BUY
PRIVATE
BlackRock Fund Advisors
Jun 15 2011
4,788
42.19
BUY
PRIVATE
BlackRock Fund Advisors
Jun 15 2011
1,012
42.19
BUY
PRIVATE
BlackRock Fund Advisors
Jun 15 2011
18,240
42.19
SELL
PRIVATE
BlackRock Fund Advisors
Jun 15 2011
9,120
42.19
SELL
PRIVATE
BlackRock Fund Advisors
Jun 15 2011
3,078
42.19
SELL
PRIVATE
BlackRock Fund Advisors
Jun 15 2011
9,462
42.19
SELL
PRIVATE
BlackRock Fund Advisors
Jun 15 2011
100
42.19
SELL
PRIVATE
BlackRock Fund Advisors
Jun 16 2011
9
42.60
BUY
PRIVATE
BlackRock Fund Advisors
Jun 16 2011
4,788
42.60
BUY
PRIVATE
BlackRock Fund Advisors
Jun 16 2011
10,032
42.60
BUY
PRIVATE
BlackRock Fund Advisors
Jun 16 2011
342
42.60
BUY
PRIVATE
BlackRock Fund Advisors
Jun 16 2011
4,560
42.60
BUY
PRIVATE
BlackRock Fund Advisors
Jun 16 2011
125
42.60
BUY
NASDAQ
BlackRock Fund Advisors
Jun 16 2011
860
42.60
SELL
PRIVATE
BlackRock Fund Advisors
Jun 16 2011
200
42.60
SELL
PRIVATE
BlackRock Fund Advisors
Jun 17 2011
66
40.76
BUY
NASDAQ
BlackRock Fund Advisors
Jun 17 2011
996
40.76
BUY
PRIVATE
BlackRock Fund Advisors
Jun 17 2011
1,482
40.76
BUY
PRIVATE
BlackRock Fund Advisors
Jun 17 2011
479
40.75
BUY
NASDAQ
BlackRock Fund Advisors
Jun 17 2011
45
40.76
SELL
PRIVATE
BlackRock Fund Advisors
Jun 17 2011
2,394
40.76
SELL
PRIVATE
BlackRock Fund Advisors
Jun 17 2011
3,420
40.76
SELL
PRIVATE
BlackRock Fund Advisors
Jun 17 2011
2,280
40.76
SELL
PRIVATE
BlackRock Fund Advisors
Jun 17 2011
1,140
40.76
SELL
PRIVATE
BlackRock Fund Advisors
Jun 17 2011
3,876
40.76
SELL
PRIVATE
BlackRock Fund Advisors
Jun 17 2011
1,538
40.76
SELL
NASDAQ
BlackRock Fund Advisors
Jun 17 2011
605
40.76
SELL
NASDAQ
BlackRock Fund Advisors
Jun 17 2011
624
40.76
SELL
NASDAQ
BlackRock Fund Advisors
Jun 17 2011
605
40.76
SELL
NASDAQ
BlackRock Fund Advisors
Jun 20 2011
747
40.15
BUY
PRIVATE
BlackRock Fund Advisors
Jun 20 2011
1,919
40.15
BUY
NASDAQ
BlackRock Fund Advisors
Jun 20 2011
11,400
40.15
BUY
PRIVATE
BlackRock Fund Advisors
Jun 20 2011
3,192
40.15
BUY
PRIVATE
BlackRock Fund Advisors
Jun 20 2011
6,840
40.15
BUY
PRIVATE
BlackRock Fund Advisors
Jun 20 2011
1,710
40.15
BUY
PRIVATE
BlackRock Fund Advisors
Jun 20 2011
129
40.15
BUY
NASDAQ
BlackRock Fund Advisors
Jun 20 2011
498
40.15
SELL
PRIVATE


 
 
 


Legal Entity
Trade Date
Amount
Trade Price
BUY/SELL
Execution Type
BlackRock Fund Advisors
Jun 20 2011
1,992
40.15
SELL
PRIVATE
BlackRock Fund Advisors
Jun 20 2011
18,468
40.15
SELL
PRIVATE
BlackRock Fund Advisors
Jun 20 2011
6,954
40.15
SELL
PRIVATE
BlackRock Fund Advisors
Jun 21 2011
756
40.49
BUY
PRIVATE
BlackRock Fund Advisors
Jun 21 2011
4,560
40.49
BUY
PRIVATE
BlackRock Fund Advisors
Jun 21 2011
3,762
40.49
BUY
PRIVATE
BlackRock Fund Advisors
Jun 21 2011
5,700
40.49
BUY
PRIVATE
BlackRock Fund Advisors
Jun 21 2011
4,560
40.49
BUY
PRIVATE
BlackRock Fund Advisors
Jun 21 2011
342
40.49
BUY
PRIVATE
BlackRock Fund Advisors
Jun 21 2011
842
40.49
BUY
PRIVATE
BlackRock Fund Advisors
Jun 21 2011
9
40.49
SELL
PRIVATE
BlackRock Fund Advisors
Jun 21 2011
456
40.49
SELL
PRIVATE
BlackRock Fund Advisors
Jun 22 2011
1,008
40.12
SELL
PRIVATE
BlackRock Fund Advisors
Jun 22 2011
6,270
40.12
SELL
PRIVATE
BlackRock Fund Advisors
Jun 22 2011
2,508
40.12
SELL
PRIVATE
BlackRock Fund Advisors
Jun 22 2011
1,710
40.12
SELL
PRIVATE
BlackRock Fund Advisors
Jun 23 2011
3,078
40.77
BUY
PRIVATE
BlackRock Fund Advisors
Jun 23 2011
4,560
40.77
BUY
PRIVATE
BlackRock Fund Advisors
Jun 23 2011
2,622
40.77
BUY
PRIVATE
BlackRock Fund Advisors
Jun 23 2011
2,850
40.77
BUY
PRIVATE
BlackRock Fund Advisors
Jun 23 2011
13
40.77
SELL
NASDAQ
BlackRock Fund Advisors
Jun 23 2011
2,280
40.77
SELL
PRIVATE
BlackRock Fund Advisors
Jun 23 2011
2,166
40.77
SELL
PRIVATE
BlackRock Fund Advisors
Jun 24 2011
21
43.92
BUY
NASDAQ
BlackRock Fund Advisors
Jun 24 2011
12
43.94
BUY
PRIVATE
BlackRock Fund Advisors
Jun 24 2011
113
43.92
BUY
NASDAQ
BlackRock Fund Advisors
Jun 24 2011
61
43.94
BUY
PRIVATE
BlackRock Fund Advisors
Jun 24 2011
5,710
43.92
BUY
NASDAQ
BlackRock Fund Advisors
Jun 24 2011
3,088
43.94
BUY
PRIVATE
BlackRock Fund Advisors
Jun 24 2011
1,069
43.94
BUY
NASDAQ
BlackRock Fund Advisors
Jun 24 2011
281
43.94
BUY
NASDAQ
BlackRock Fund Advisors
Jun 24 2011
113
43.94
BUY
NASDAQ
BlackRock Fund Advisors
Jun 24 2011
1,464
43.94
BUY
NASDAQ
BlackRock Fund Advisors
Jun 24 2011
844
43.94
BUY
NASDAQ
BlackRock Fund Advisors
Jun 24 2011
675
43.94
BUY
NASDAQ
BlackRock Fund Advisors
Jun 24 2011
394
43.94
BUY
NASDAQ
BlackRock Fund Advisors
Jun 24 2011
788
43.94
BUY
NASDAQ
BlackRock Fund Advisors
Jun 24 2011
41
43.94
SELL
PRIVATE
BlackRock Fund Advisors
Jun 24 2011
27
43.94
SELL
PRIVATE
BlackRock Fund Advisors
Jun 24 2011
1,310
43.94
SELL
PRIVATE
BlackRock Fund Advisors
Jun 24 2011
3,680
43.94
SELL
PRIVATE
BlackRock Fund Advisors
Jun 24 2011
2,070
43.94
SELL
PRIVATE
BlackRock Fund Advisors
Jun 24 2011
38
43.94
SELL
NASDAQ


 
 
 


Legal Entity
Trade Date
Amount
Trade Price
BUY/SELL
Execution Type
BlackRock Fund Advisors
Jun 24 2011
63
43.94
SELL
NASDAQ
BlackRock Fund Advisors
Jun 27 2011
1,138
42.77
BUY
NASDAQ
BlackRock Fund Advisors
Jun 27 2011
159
43.14
BUY
NASDAQ
BlackRock Fund Advisors
Jun 27 2011
6,960
43.56
BUY
PRIVATE
BlackRock Fund Advisors
Jun 27 2011
159
43.14
BUY
NASDAQ
BlackRock Fund Advisors
Jun 27 2011
11,020
43.56
BUY
PRIVATE
BlackRock Fund Advisors
Jun 27 2011
524
43.56
SELL
PRIVATE
BlackRock Fund Advisors
Jun 27 2011
3,248
43.56
SELL
PRIVATE
BlackRock Fund Advisors
Jun 27 2011
232
43.56
SELL
PRIVATE
BlackRock Fund Advisors
Jun 27 2011
464
43.56
SELL
PRIVATE
BlackRock Fund Advisors
Jun 27 2011
8,120
43.56
SELL
PRIVATE
BlackRock Fund Advisors
Jun 27 2011
421
43.56
SELL
PRIVATE
BlackRock Fund Advisors
Jun 27 2011
1,263
43.56
SELL
PRIVATE
BlackRock Fund Advisors
Jun 28 2011
9
43.79
BUY
PRIVATE
BlackRock Fund Advisors
Jun 28 2011
108
43.79
BUY
PRIVATE
BlackRock Fund Advisors
Jun 28 2011
789
43.79
BUY
PRIVATE
BlackRock Fund Advisors
Jun 28 2011
5,405
43.79
BUY
PRIVATE
BlackRock Fund Advisors
Jun 28 2011
575
43.79
BUY
PRIVATE
BlackRock Fund Advisors
Jun 28 2011
5,635
43.79
BUY
PRIVATE
BlackRock Fund Advisors
Jun 28 2011
1,610
43.79
BUY
PRIVATE
BlackRock Fund Advisors
Jun 28 2011
497
43.79
BUY
PRIVATE
BlackRock Fund Advisors
Jun 28 2011
4,600
43.79
SELL
PRIVATE
BlackRock Fund Advisors
Jun 28 2011
1,380
43.79
SELL
PRIVATE
BlackRock Fund Advisors
Jun 28 2011
10,120
43.79
SELL
PRIVATE
BlackRock Fund Advisors
Jun 28 2011
4,600
43.79
SELL
PRIVATE
BlackRock Fund Advisors
Jun 28 2011
6,900
43.79
SELL
PRIVATE
BlackRock Fund Advisors
Jun 28 2011
2,300
43.79
SELL
PRIVATE
BlackRock Fund Advisors
Jun 28 2011
842
43.79
SELL
PRIVATE
BlackRock Fund Advisors
Jun 29 2011
2,300
43.64
BUY
PRIVATE
BlackRock Fund Advisors
Jun 29 2011
1,150
43.64
BUY
PRIVATE
BlackRock Fund Advisors
Jun 29 2011
6,900
43.64
BUY
PRIVATE
BlackRock Fund Advisors
Jun 29 2011
2,760
43.64
BUY
PRIVATE
BlackRock Fund Advisors
Jun 29 2011
526
43.64
SELL
PRIVATE
BlackRock Fund Advisors
Jun 29 2011
4,600
43.64
SELL
PRIVATE
BlackRock Fund Advisors
Jun 29 2011
6,900
43.64
SELL
PRIVATE
BlackRock Fund Advisors
Jun 29 2011
1,380
43.64
SELL
PRIVATE
BlackRock Fund Advisors
Jun 29 2011
51
43.64
SELL
PRIVATE
BlackRock Fund Advisors
Jun 30 2011
920
43.39
BUY
PRIVATE
BlackRock Fund Advisors
Jun 30 2011
1,725
43.39
BUY
PRIVATE
BlackRock Fund Advisors
Jun 30 2011
5,175
43.39
BUY
PRIVATE
BlackRock Fund Advisors
Jun 30 2011
6,555
43.39
BUY
PRIVATE
BlackRock Fund Advisors
Jun 30 2011
9,430
43.39
BUY
PRIVATE
BlackRock Fund Advisors
Jun 30 2011
421
43.39
BUY
PRIVATE


 
 
 


Legal Entity
Trade Date
Amount
Trade Price
BUY/SELL
Execution Type
BlackRock Fund Advisors
Jun 30 2011
6,900
43.39
SELL
PRIVATE
BlackRock Fund Advisors
Jun 30 2011
3,220
43.39
SELL
PRIVATE
BlackRock Fund Advisors
Jun 30 2011
2,185
43.39
SELL
PRIVATE
BlackRock Fund Advisors
Jul  1 2011
7,475
44.17
SELL
PRIVATE
BlackRock Fund Advisors
Jul  1 2011
6,900
44.17
SELL
PRIVATE
BlackRock Fund Advisors
Jul  1 2011
2,300
44.17
SELL
PRIVATE
BlackRock Fund Advisors
Jul  1 2011
1,610
44.17
SELL
PRIVATE
BlackRock Fund Advisors
Jul  1 2011
16
44.17
SELL
PRIVATE
BlackRock Fund Advisors
Jul  1 2011
526
44.17
SELL
PRIVATE
BlackRock Fund Advisors
Jul  5 2011
4,600
44.15
SELL
PRIVATE
BlackRock Fund Advisors
Jul  5 2011
2,300
44.15
SELL
PRIVATE
BlackRock Fund Advisors
Jul  5 2011
1,725
44.15
SELL
PRIVATE
BlackRock Fund Advisors
Jul  5 2011
1,035
44.15
SELL
PRIVATE
BlackRock Fund Advisors
Jul  5 2011
1,035
44.15
SELL
PRIVATE
BlackRock Institutional Trust Company, N.A.
May 12 2011
357
44.65
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
May 12 2011
464
44.65
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
May 13 2011
387
44.56
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
May 13 2011
152
44.56
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
May 13 2011
304
44.56
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
May 16 2011
165
43.96
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
May 16 2011
67
44.28
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
May 16 2011
212
43.96
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
May 16 2011
222
43.42
SELL
NASDAQ
BlackRock Institutional Trust Company, N.A.
May 17 2011
126
43.22
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
May 17 2011
167
43.22
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
May 18 2011
398
43.60
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
May 18 2011
7,324
44.39
BUY
PRIVATE
BlackRock Institutional Trust Company, N.A.
May 18 2011
492
43.60
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
May 18 2011
7,324
44.39
SELL
PRIVATE
BlackRock Institutional Trust Company, N.A.
May 20 2011
268
43.14
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
May 20 2011
385
43.14
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
May 25 2011
172
42.25
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
May 25 2011
1,323
41.95
BUY
NASDAQ


 
 
 


Legal Entity
Trade Date
Amount
Trade Price
BUY/SELL
Execution Type
BlackRock Institutional Trust Company, N.A.
May 26 2011
3,182
42.15
SELL
NASDAQ
BlackRock Institutional Trust Company, N.A.
May 26 2011
3,182
42.15
SELL
NASDAQ
BlackRock Institutional Trust Company, N.A.
May 26 2011
3,182
42.15
SELL
NASDAQ
BlackRock Institutional Trust Company, N.A.
May 27 2011
18
42.58
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
May 31 2011
355
43.09
BUY
PRIVATE
BlackRock Institutional Trust Company, N.A.
May 31 2011
80
43.09
BUY
PRIVATE
BlackRock Institutional Trust Company, N.A.
May 31 2011
275
43.09
BUY
PRIVATE
BlackRock Institutional Trust Company, N.A.
May 31 2011
77
43.09
BUY
PRIVATE
BlackRock Institutional Trust Company, N.A.
May 31 2011
1,646
43.09
SELL
PRIVATE
BlackRock Institutional Trust Company, N.A.
May 31 2011
318
43.09
SELL
PRIVATE
BlackRock Institutional Trust Company, N.A.
May 31 2011
112
43.10
SELL
NASDAQ
BlackRock Institutional Trust Company, N.A.
May 31 2011
42
43.10
SELL
NASDAQ
BlackRock Institutional Trust Company, N.A.
May 31 2011
223
43.09
SELL
PRIVATE
BlackRock Institutional Trust Company, N.A.
May 31 2011
275
43.09
SELL
PRIVATE
BlackRock Institutional Trust Company, N.A.
May 31 2011
2,531
42.99
SELL
NASDAQ
BlackRock Institutional Trust Company, N.A.
May 31 2011
1,611
43.09
SELL
PRIVATE
BlackRock Institutional Trust Company, N.A.
May 31 2011
355
43.09
SELL
PRIVATE
BlackRock Institutional Trust Company, N.A.
Jun  3 2011
269
41.26
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun  3 2011
413
41.26
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun  6 2011
273
40.80
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun  6 2011
348
40.80
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun  7 2011
274
40.83
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun  7 2011
381
40.83
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun  7 2011
1,300
40.73
SELL
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun  8 2011
295
40.62
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun  8 2011
404
40.62
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun  9 2011
3,037
40.78
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun  9 2011
80
40.77
BUY
NASDAQ


 
 
 


Legal Entity
Trade Date
Amount
Trade Price
BUY/SELL
Execution Type
BlackRock Institutional Trust Company, N.A.
Jun  9 2011
40
40.77
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun  9 2011
2,570
40.77
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun  9 2011
140
40.77
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun  9 2011
30
40.77
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun  9 2011
4,062
40.78
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun  9 2011
1,300
40.94
SELL
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun 10 2011
100
39.93
BUY
PRIVATE
BlackRock Institutional Trust Company, N.A.
Jun 10 2011
459
39.93
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun 10 2011
866
40.40
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun 10 2011
140
40.41
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun 10 2011
1,950
40.41
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun 10 2011
140
40.41
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun 10 2011
90
40.41
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun 10 2011
1,150
40.40
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun 13 2011
260
39.82
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun 13 2011
7,047
39.82
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun 13 2011
240
39.82
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun 14 2011
124
41.62
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun 14 2011
576
41.62
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun 15 2011
621
42.20
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun 15 2011
621
42.21
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun 15 2011
550
42.69
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun 15 2011
100
42.69
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun 15 2011
196
42.19
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun 15 2011
621
42.20
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun 15 2011
1,297
42.33
SELL
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun 16 2011
90
42.12
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun 16 2011
600
42.12
BUY
NASDAQ


 
 
 


Legal Entity
Trade Date
Amount
Trade Price
BUY/SELL
Execution Type
BlackRock Institutional Trust Company, N.A.
Jun 16 2011
981
42.36
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun 16 2011
1,229
42.36
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun 16 2011
620
42.46
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun 16 2011
138
42.46
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun 17 2011
1,431
40.76
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun 17 2011
2,348
40.76
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun 17 2011
32
40.76
BUY
PRIVATE
BlackRock Institutional Trust Company, N.A.
Jun 17 2011
1,345
40.50
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun 17 2011
1,537
40.50
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun 17 2011
13,601
40.76
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun 17 2011
185
40.76
BUY
PRIVATE
BlackRock Institutional Trust Company, N.A.
Jun 17 2011
20
40.76
BUY
PRIVATE
BlackRock Institutional Trust Company, N.A.
Jun 17 2011
1
40.76
SELL
PRIVATE
BlackRock Institutional Trust Company, N.A.
Jun 17 2011
185
40.76
SELL
PRIVATE
BlackRock Institutional Trust Company, N.A.
Jun 17 2011
20
40.76
SELL
PRIVATE
BlackRock Institutional Trust Company, N.A.
Jun 17 2011
32
40.76
SELL
PRIVATE
BlackRock Institutional Trust Company, N.A.
Jun 20 2011
1,533
40.09
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun 20 2011
1,105
40.09
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun 20 2011
6,000
40.15
BUY
PRIVATE
BlackRock Institutional Trust Company, N.A.
Jun 21 2011
202
40.51
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun 21 2011
670
40.48
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun 21 2011
100
40.48
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun 21 2011
284
40.49
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun 21 2011
1,023
40.49
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun 21 2011
347
40.51
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun 22 2011
990
40.34
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun 22 2011
495
40.25
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun 22 2011
725
40.25
BUY
NASDAQ


 
 
 


Legal Entity
Trade Date
Amount
Trade Price
BUY/SELL
Execution Type
BlackRock Institutional Trust Company, N.A.
Jun 22 2011
190
40.34
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun 23 2011
1,270
40.47
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun 23 2011
230
40.47
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun 23 2011
6,000
39.95
SELL
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun 24 2011
236
43.94
BUY
PRIVATE
BlackRock Institutional Trust Company, N.A.
Jun 24 2011
337
43.94
BUY
PRIVATE
BlackRock Institutional Trust Company, N.A.
Jun 24 2011
61
43.94
BUY
PRIVATE
BlackRock Institutional Trust Company, N.A.
Jun 24 2011
1,350
43.57
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun 24 2011
260
43.57
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun 24 2011
58
43.92
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun 24 2011
740
43.94
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun 24 2011
437
43.92
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun 24 2011
1,491
43.92
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun 24 2011
99
43.92
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun 24 2011
32
43.94
BUY
PRIVATE
BlackRock Institutional Trust Company, N.A.
Jun 24 2011
54
43.94
BUY
PRIVATE
BlackRock Institutional Trust Company, N.A.
Jun 24 2011
807
43.94
BUY
PRIVATE
BlackRock Institutional Trust Company, N.A.
Jun 24 2011
337
43.94
SELL
PRIVATE
BlackRock Institutional Trust Company, N.A.
Jun 24 2011
236
43.94
SELL
PRIVATE
BlackRock Institutional Trust Company, N.A.
Jun 24 2011
2,244
43.94
SELL
PRIVATE
BlackRock Institutional Trust Company, N.A.
Jun 24 2011
648
43.94
SELL
PRIVATE
BlackRock Institutional Trust Company, N.A.
Jun 24 2011
222
43.43
SELL
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun 24 2011
807
43.94
SELL
PRIVATE
BlackRock Institutional Trust Company, N.A.
Jun 24 2011
220
43.94
SELL
PRIVATE
BlackRock Institutional Trust Company, N.A.
Jun 24 2011
54
43.94
SELL
PRIVATE
BlackRock Institutional Trust Company, N.A.
Jun 24 2011
66
43.94
SELL
PRIVATE
BlackRock Institutional Trust Company, N.A.
Jun 27 2011
330
43.38
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun 27 2011
1,720
43.38
BUY
NASDAQ


 
 
 


Legal Entity
Trade Date
Amount
Trade Price
BUY/SELL
Execution Type
BlackRock Institutional Trust Company, N.A.
Jun 28 2011
1,376
43.76
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun 28 2011
1,380
43.76
BUY
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun 28 2011
376
43.79
BUY
PRIVATE
BlackRock Institutional Trust Company, N.A.
Jun 28 2011
162,700
43.39
BUY
PRIVATE
BlackRock Institutional Trust Company, N.A.
Jun 28 2011
100
43.93
SELL
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun 28 2011
2,644
43.95
SELL
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun 28 2011
376
43.79
SELL
NASDAQ
BlackRock Institutional Trust Company, N.A.
Jun 30 2011
2,412
43.39
BUY
PRIVATE
BlackRock Institutional Trust Company, N.A.
Jun 30 2011
2,412
43.39
SELL
PRIVATE
BlackRock Institutional Trust Company, N.A.
Jul  5 2011
2,412
44.14
SELL
PRIVATE
BlackRock Institutional Trust Company, N.A.
Jul  5 2011
1,575
44.16
SELL
PRIVATE
BlackRock Institutional Trust Company, N.A.
Jul  7 2011
5,286
44.19
SELL
PRIVATE
BlackRock Institutional Trust Company, N.A.
Jul  7 2011
6,747
44.19
SELL
PRIVATE
BlackRock Institutional Trust Company, N.A.
Jul  7 2011
162,700
44.20
SELL
PRIVATE
BlackRock Institutional Trust Company, N.A.
Jul  8 2011
562
44.24
SELL
PRIVATE
BlackRock Institutional Trust Company, N.A.
Jul  8 2011
849
44.24
SELL
PRIVATE
BlackRock Investment Management, LLC
May 31 2011
428
43.09
BUY
PRIVATE
BlackRock Investment Management, LLC
May 31 2011
1,546
43.09
BUY
PRIVATE
BlackRock Investment Management, LLC
May 31 2011
241
43.09
BUY
PRIVATE
BlackRock Investment Management, LLC
May 31 2011
8
43.10
SELL
NASDAQ
BlackRock Investment Management, LLC
May 31 2011
1,079
43.09
SELL
NASDAQ
BlackRock Investment Management, LLC
May 31 2011
7
43.10
SELL
NASDAQ
BlackRock Investment Management, LLC
May 31 2011
41
43.09
SELL
PRIVATE
BlackRock Investment Management, LLC
May 31 2011
40
43.09
SELL
PRIVATE
BlackRock Investment Management, LLC
Jun  1 2011
704
42.05
BUY
NASDAQ
BlackRock Investment Management, LLC
Jun  8 2011
139
40.72
BUY
NASDAQ
BlackRock Investment Management, LLC
Jun 13 2011
96
39.84
BUY
NASDAQ
BlackRock Investment Management, LLC
Jun 14 2011
139
42.08
SELL
NASDAQ


 
 
 


Legal Entity
Trade Date
Amount
Trade Price
BUY/SELL
Execution Type
BlackRock Investment Management, LLC
Jun 14 2011
648
42.08
SELL
NASDAQ
BlackRock Investment Management, LLC
Jun 14 2011
2,522
42.08
SELL
NASDAQ
BlackRock Investment Management, LLC
Jun 14 2011
1,826
42.08
SELL
NASDAQ
BlackRock Investment Management, LLC
Jun 14 2011
1,915
42.08
SELL
NASDAQ
BlackRock Investment Management, LLC
Jun 14 2011
286
42.08
SELL
NASDAQ
BlackRock Investment Management, LLC
Jun 14 2011
350
42.12
SELL
NASDAQ
BlackRock Investment Management, LLC
Jun 15 2011
300
42.50
SELL
NASDAQ
BlackRock Investment Management, LLC
Jun 17 2011
151
41.92
BUY
NASDAQ
BlackRock Investment Management, LLC
Jun 21 2011
98
40.43
BUY
NASDAQ
BlackRock Investment Management, LLC
Jun 23 2011
68
40.19
BUY
NASDAQ
BlackRock Investment Management, LLC
Jun 24 2011
274
43.92
BUY
NASDAQ
BlackRock Investment Management, LLC
Jun 24 2011
64
43.92
BUY
NASDAQ
BlackRock Investment Management, LLC
Jun 24 2011
100
43.92
BUY
NASDAQ
BlackRock Investment Management, LLC
Jun 24 2011
18
43.94
BUY
PRIVATE
BlackRock Investment Management, LLC
Jun 24 2011
54
43.94
BUY
PRIVATE
BlackRock Investment Management, LLC
Jun 24 2011
32
43.92
BUY
NASDAQ
BlackRock Investment Management, LLC
Jun 24 2011
148
43.94
BUY
PRIVATE
BlackRock Investment Management, LLC
Jun 24 2011
35
43.94
BUY
PRIVATE
BlackRock Investment Management, LLC
Jun 24 2011
63
43.94
SELL
PRIVATE
BlackRock Investment Management, LLC
Jun 24 2011
175
43.94
SELL
PRIVATE
BlackRock Japan Co Ltd
Jun 30 2011
3,800
43.28
BUY
NASDAQ
BlackRock Japan Co Ltd
Jul  5 2011
3,800
44.15
SELL
NASDAQ

EX-99.1 2 ex99_1.htm EXHIBIT 99.1 ex99_1.htm
EXHIBIT 1
 
 
EXECUTION VERSION
 
 
 
June 30, 2011


To:  
Providence Equity Partners VI L.P. and Providence Equity Partners VI-A L.P.
c/o Providence Equity Partners L.L.C.
50 Kennedy Plaza
Providence, Rhode Island 02903
   
Re:  
Acquisition of Blackboard Inc.

 
Ladies and Gentlemen:

1.       Reference is made to the Agreement and Plan of Merger, dated as of even date herewith (as the same may be amended from time to time, the “Merger Agreement”) by and among Bulldog Holdings, LLC, a Delaware limited liability company (“Parent”), Bulldog Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Acquisition Sub”), and Blackboard Inc., a Delaware corporation (the “Company”), pursuant to which Parent, a wholly-owned subsidiary of Bulldog Super Holdco, LLC, a Delaware limited liability company (“SuperHoldco”), will acquire the Company by merging Acquisition Sub with and into the Company, on the terms and subject to the conditions set forth in the Merger Agreement.  Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Merger Agreement.
 
2.       This letter agreement (this “Letter Agreement”) confirms the irrevocable commitment of the undersigned, subject to the conditions set forth herein, to purchase, or cause an assignee permitted by Section 3 to purchase, certain equity interests of SuperHoldco (which equity interests shall be the same equity interests issued in the same proportions as purchased by and issued to the Sponsor (as defined below) and the other Co-Investors) (“Equity Interests”) for an aggregate purchase price set forth below the undersigned’s name on the signature page hereto (the “Commitment”) solely for the purpose of funding, and to the extent necessary to fund, a portion of the merger consideration payable by Parent in accordance with the Merger Agreement, in an amount not to exceed the Per Share Amount (as set forth on Schedule 1) payable pursuant to Section 1.5 of the Merger Agreement (the “Merger Consideration”) and related fees and expenses; provided that the undersigned shall not, under any circumstances, be obligated to contribute to SuperHoldco more than the Commitment.  It is acknowledged that a portion of the Sponsor’s contribution for its Equity Interests may be in the form of the Edline Contribution (as defined below).  The undersigned hereby represents and warrants that it has access to sufficient funds to satisfy the Commitment as of the Contemplated Closing Date and covenants that it will continue to have access to funds necessary to fund the undersigned’s Commitment hereunder as and when required.  Notwithstanding anything to the contrary contained herein, any Commitment may be reduced prior to the Contemplated Closing Date in the sole discretion of Providence Equity Partners VI L.P. and Providence Equity Partners VI-A L.P. (together with their respective affiliated funds,
 
 
 
 
 

the “Sponsor”) on a pro rata basis with the Sponsor and all other Co-Investors, upon not fewer than ten (10) days notice prior to the Contemplated Closing Date (as defined below); provided that such reduction will not result in the undersigned’s commitment being reduced below 75% of its Commitment.  This Letter Agreement relates to the obligations of the undersigned to provide financing to SuperHoldco as set forth above and is not a guaranty of collection or the performance of any other obligations of SuperHoldco, Parent or any other Person.
 
3.       The Sponsor will provide the undersigned with at least ten (10) days prior written notice of the Contemplated Closing Date (as defined below); provided that the failure to provide such notice will not relieve the undersigned of its obligations hereunder.  The Sponsor will provide written notice to the undersigned no later than five (5) business days prior to the Contemplated Closing Date (the “Funding Notice”) setting forth the wire instructions for purposes of funding the Commitment to an account of SuperHoldco or, pursuant to a funding direction letter, an account of the Sponsor (the “Funding Account”).  Subject to the satisfaction of the conditions set forth herein, including the Sponsor and the undersigned entering into the LLC Agreement (as defined below) on or prio to the Contemplated Closing Dated as set forth in Section 7, the undersigned shall be obligated to fund the Commitment on the Contemplated Closing Date to the Funding Account.  For purposes of this Letter Agreement, the term “Contemplated Closing Date” shall mean the date on which the Sponsor funds, or causes to be funded, to the Funding Account its Commitment (or reduced Commitment in accordance with Section 2 hereof) to purchase Equity Interests; provided that for the avoidance of doubt, the undersigned shall be required to fund the Commitment no later than the time at which the Sponsor funds its portion of the Merger Consideration to the Funding Account.  To the extent any portion of the undersigned’s cash funded into the Funding Account (the “Funded Amount”) will not be used to fund the Merger Consideration and related fees and expenses in accordance with Section 2, such unused portion of the Funded Amount shall be returned to the undersigned and the Sponsor’s pro rata portion of the aggregate amount in the Funding Account shall be returned to the Sponsor at the earliest reasonably practicable time and in any event within ten (10) business days after the date of the Contemplated Closing Date, in the event that the Closing has not occurred prior to such time.  The undersigned’s obligation to fund the Commitment may not be Transferred (as defined below) without the prior written consent of the Sponsor, except that the undersigned may assign all or a portion of its obligations to fund the Commitment to any of its affiliated or designated funds, successor trusts/trustees and fiduciaries, or investment entities which the undersigned controls, is controlled by or is under common control with the undersigned or advised by a common investment adviser; provided, however, that any such assignment shall not relieve the undersigned of its obligations under this Letter Agreement.  For the avoidance of doubt, it is the intent of the parties that the undersigned shall not be permitted to directly or indirectly assign or otherwise Transfer the Commitment (or any benefits or obligations thereof) to any other direct or indirect securityholder of SuperHoldco, Parent or the Company.
 

 
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4.       The undersigned shall honor and perform the Commitment by purchasing with the Funded Amount, Equity Interests at the same price and in the same proportions as the Equity Interests to be purchased by the Sponsor, except for possible differences attributable to (i) the payment of any transaction fees or monitoring fees paid or payable to the Sponsor or its affiliates entered into as of or following the consummation of the Merger; provided that upon the consummation of the transactions contemplated by the Merger Agreement, the undersigned shall share in such transaction fees in the manner and amount set forth on Schedule 1 hereto; provided further that any monitoring fees shall not exceed the amount set forth on Schedule 1 hereto; and (ii) the issuance, if any, of additional Equity Interests to the Sponsor and other equityholders of Edline Holdings Inc. (“Edline”) in connection with the contribution to SuperHoldco or one or more of its subsidiaries on or prior to the Contemplated Closing Date of Edline and/or one or more of its subsidiaries (the “Edline Contribution”).  In the event the Sponsor and its affiliates have elected to make the Edline Contribution, the Sponsor shall notify the undersigned in writing on or prior to July 22, 2011 (the “Edline Notice”) of the proposed valuation of Edline and such other material terms and conditions of the Edline Contribution, as appropriate.
 
5.       Without limiting the Sponsor’s right to reduce the Commitment in accordance with Section 2 hereof, the Sponsor may terminate the Commitment if (i) it determines, in its sole discretion, that the participation by the undersigned (when considered with any and all other direct or indirect investments in SuperHoldco) may result in a violation of the applicable Antitrust Laws or other applicable laws, or (ii) the undersigned fails to fund its Commitment in accordance with the terms hereof.  The undersigned may terminate the Commitment by delivery of written notice to the Sponsor within five (5) business days of receipt of the Edline Notice if the valuation of Edline’s equity (and any Edline debt instruments to be contributed in exchange for Equity Interests) exceeds the Edline Valuation Amount (as such term is defined on Schedule 1); provided, however that if the Sponsor elects not to make the Edline Contribution and therefore does not provide the Edline Notice, the undersigned shall be obligated to fund the Commitment as set forth herein.
 
6.       To the extent not previously funded, the undersigned’s obligation to fund the Commitment (or such reduced Commitment in accordance with Section 2 hereof) will terminate automatically and immediately upon the earlier of (i) the legally valid termination of the Equity Commitment Letter and Guarantee, (ii) the legally valid termination of the Merger Agreement, including in the event that SuperHoldco or any of its subsidiaries has terminated the Merger Agreement for failure to satisfy the condition set forth in Section 5.2(d) of the Merger Agreement and (iii) February 10, 2012.  At such time as the undersigned’s funding obligations terminate in accordance with this Section 6, all obligations of the undersigned under this Letter Agreement shall also terminate.
 
7.       The Sponsor and the undersigned agree to enter into, on or prior to the Contemplated Closing Date, one or more definitive agreements with respect to its purchase of a portion of the Equity Interests, including, without limitation, a limited liability company agreement of SuperHoldco substantially conforming to the terms set
 

 
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forth in the term sheet attached hereto as Exhibit A (the “LLC Agreement Term Sheet”) and reasonably acceptable to the undersigned and the Sponsor (the “LLC Agreement”).  The LLC Agreement will be prepared by the Sponsor and a draft of such LLC Agreement shall be provided to the undersigned on a date reasonably in advance of the Contemplated Closing Date (but in no event fewer than ten (10) business days prior to the Contemplated Closing Date).  The parties hereto acknowledge that (i) the undersigned shall not be directly or indirectly entitled to receive any portion of the Termination Fee, if such fee is paid or payable by the Company or any of its affiliates pursuant to the Merger Agreement or otherwise, and (ii) the undersigned shall not be liable for any portion of any fees or expenses incurred by the Sponsor, SuperHoldco, Parent or Acquisition Sub or any affiliate thereof in the event that the transaction is not consummated, including, without limitation, the Reverse Termination Fee and Company Expenses, if such fee or Company Expenses are paid or payable by SuperHoldco, Parent, the Sponsor or any of their respective affiliates pursuant to the Merger Agreement, the Guarantee or otherwise.
 
8.       Subject to Section 3 hereof, the undersigned shall not, voluntarily or involuntarily, directly or indirectly, sell, assign, donate, pledge, hypothecate, purchase any right or option with respect to, encumber or grant a security interest in, or in any other manner transfer all or any portion of the undersigned’s obligation to fund the Commitment held by the undersigned, or any other right or interest therein, or enter into any transaction which results in the economic equivalent of a transfer to any person (each such action, a “Transfer”).  As a condition precedent to any Transfer of any of the obligations to fund the Commitment held by the undersigned, the undersigned shall give the Sponsor at least five (5) business days prior written notice of the intended Transfer.  Subject to Section 3 hereof, any purported Transfer shall require the Sponsor’s written acknowledgment that such Transfer is permitted under the terms hereof.  Additionally, (x) any such transferee shall be required, as a condition to such Transfer, to enter into an agreement with the Sponsor substantially similar to this agreement (but without any provision for the further Transfer of any portion of the Commitment), and (y) no portion of the Commitment may be assigned other than in compliance with all applicable laws, including the Antitrust Laws and the securities laws.  Any Transfer that does not comply with the provisions of this Section 8 shall be deemed null and void ab initio.
 
9.       The undersigned represents and warrants to SuperHoldco, Parent, Acquisition Sub and the Sponsor, that the representation and warranties set forth in Exhibit B hereof are true and correct and have been complied with, as of the date of the undersigned’s execution of this Letter Agreement and shall be true and correct and shall have been complied with as of the Contemplated Closing Date.  If in any respect such representations, agreements, and furnished information shall not be true and correct or shall not have been complied with, as of any date set forth in the preceding sentence, the undersigned shall promptly give written notice of such fact to the Sponsor and shall specify which representations, agreements, and furnished information are not true and correct or have not been complied with and the reasons therefor.  The undersigned acknowledges that SuperHoldco, Parent, Acquisition Sub and the Sponsor, and each respective member, partner, shareholder and affiliate thereof, have relied and will rely
 

 
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upon the representations and agreements of, and information furnished by, the undersigned as set forth in Exhibit B and that all such representations, agreements, and furnished information shall survive the Contemplated Closing Date and the date the undersigned funds the Commitment or any portion thereof, other than as expressly provided herein.  The aggregate liability of the undersigned under this Letter Agreement shall not exceed the undersigned’s Commitment.
 
10.      This Letter Agreement shall be binding on the parties hereto and nothing in this Letter Agreement shall be construed to confer or give to any person other than SuperHoldco any benefits, rights or remedies under or by reason of, or any rights to enforce, the obligations of the undersigned hereunder.  SuperHoldco’s and its subsidiaries’ creditors shall not have any right to enforce this Letter Agreement or to cause SuperHoldco, or any of its subsidiaries, to enforce this Letter Agreement, and any such attempt at enforcement shall cause this Letter Agreement to immediately terminate.  The undersigned hereby covenants and agrees that SuperHoldco shall be entitled to directly enforce the terms of the undersigned’s Commitment against the undersigned, including by means of a motion, petition or other action to direct or compel the undersigned to fund the undersigned’s Commitment, but only in the event that the conditions set forth herein have been satisfied (or waived in writing by the undersigned).  Subject to the preceding sentence, the undersigned’s liability under this Letter Agreement shall be limited to monetary damages only, and, under no circumstances shall the undersigned’s maximum liability for any reason exceed the amount of the undersigned’s Commitment.
 
11.      This Letter Agreement shall be binding on the parties hereto and shall survive the Contemplated Closing Date and the date the undersigned funds the Commitment or any portion thereof, except that upon funding of the Commitment and the closing of the transactions contemplated by the Merger Agreement, the LLC Agreement Term Sheet will be replaced in its entirety by the terms and provisions set forth in the LLC Agreement executed by Sponsor, the undersigned and the other Co-Investors.  Notwithstanding anything to the contrary contained herein, the undersigned shall have no rights as an equityholder, partner or member of SuperHoldco by virtue of having executed this Letter Agreement until admitted as a member pursuant to the LLC Agreement.  This Letter Agreement may be executed in multiple counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.  This Letter Agreement will become effective upon its acceptance by the Sponsor, as evidenced by the delivery to the undersigned of a counterpart of this Letter Agreement executed by the Sponsor.  This Letter Agreement and all claims, controversies or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of, or relate to this Letter Agreement or the negotiation, execution, termination, performance or nonperformance of this Letter Agreement shall be governed by the laws of the State of Delaware applicable to agreements made and to be performed solely therein, without giving effect to principles of conflicts of law.  Each of the parties (i) consents to and submits to the exclusive personal jurisdiction of the Court of Chancery of
 

 
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the State of Delaware or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware in any action or proceeding arising out of or relating to this Letter Agreement or any of the transactions, actions or obligations contemplated by this Letter Agreement, (ii) agrees that all claims in respect of any such action or proceeding shall be heard and determined in any such court, (iii) shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iv) shall not bring any action or proceeding arising out of or relating to this Letter Agreement or any of the transactions, actions or obligations contemplated by this Letter Agreement in any other court and (v) waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waive any bond, surety or other security that might be required of any Person with respect thereto.  Notwithstanding the previous sentence, a party may commence any such action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts.
 
12.     EACH PARTY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY PROCEEDING, LITIGATION OR COUNTERCLAIM BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS LETTER AGREEMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF ANY PARTY.  IF THE SUBJECT MATTER OF ANY LAWSUIT IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NONE OF THE PARTIES SHALL PRESENT AS A NON-COMPULSORY COUNTERCLAIM IN ANY SUCH LAWSUIT ANY CLAIM BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS LETTER AGREEMENT.  FURTHERMORE, NONE OF THE PARTIES SHALL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL CANNOT BE WAIVED.
 
13.      This Letter Agreement may not be amended except by an instrument in writing signed by each of the parties hereto.
 
14.      Subject to compliance with applicable law, rule, regulation or self-regulatory organization, the terms of this Letter Agreement are strictly confidential and are not to be disclosed to anyone outside SuperHoldco, Parent, the Sponsor, the undersigned, and to the extent they are required to keep such information confidential, their respective employees, officers, directors, limited partners, general partners, and financial and legal advisors.
 
15.      The Sponsor represents and warrants to the undersigned, that the representation and warranties set forth in Exhibit C hereof are true and correct and have been complied with, as of the date of the Sponsor’s execution of this Letter Agreement and shall be true and correct and shall have been complied with as of the Contemplated Closing Date.  If in any respect such representations, agreements, and furnished information shall not be true and correct or shall not have been complied with, as of any
 

 
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date set forth in the preceding sentence, the Sponsor shall promptly give written notice of such fact to the undersigned and shall specify which representations, agreements, and furnished information are not true and correct or have not been complied with and the reasons therefor.
 
16.      The Sponsor represents and warrants that (i) the investment to be made by the undersigned pursuant to the terms of this Letter Agreement will be on terms and conditions that are not adverse relative to the terms and conditions on which other Co-Investors are investing in SuperHoldco on the Contemplated Closing Date, except with respect to such terms and conditions that are directly related to specific regulatory requirements of such Co-Investor (e.g., for ERISA investors).  None of the other Co-Investors shall have rights and benefits under similar letter agreements superior to the rights and benefits of the undersigned under this Letter Agreement.
 
17.      This Letter Agreement is being entered into by Portfolio Administration & Management Ltd. (“BlackRock Management”) on behalf of SBC Master Pension Trust and one or more of the following investment funds: The BlackRock Private Equity Onshore Holdings IV, L.P.,Vesey Street Fund III-B, L.P., SONJ Private Opportunities Fund II, L.P., SBC Master Pension Trust, BR/ERB Co-Investment Fund, L.P., Red River Direct Investment Fund L.P., 2009 Series, Vesey Street Fund IV (ERISA), L.P., DIVPEP IV Offshore Holdings L.P. and Vesey Street Employee Fund IV, L.P. Notwithstanding the provisions of Section 3 and Section 8, promptly following the receipt of the amount of the Commitment accepted by the Co-Investment Entity, BlackRock Management shall cause the applicable investment funds and SBC Master Pension Trust to execute equity commitment letters (in identical form to this letter but excluding this Section 17) reflecting commitment amounts, in the aggregate, equal to the amount of the Commitment, and upon delivery of such equity commitment letters and acceptance thereof by the Sponsor, this Letter Agreement shall be deemed terminated and have no force or effect, except with respect to any default by BlackRock Management arising out of any event arising prior to the receipt of the foregoing equity commitment letters.
 
18.      For purposes of this Letter Agreement (including, for the avoidance of doubt, Exhibit A hereto) “Affiliates” and “affiliates” shall not include any entity that owns or controls BlackRock Management.
 

 
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Very truly yours,
  
     
 
PORTFOLIO ADMINISTRATION & MANAGEMENT LTD.
  
     
 
On behalf of private equity partners fund and accounts under management
  
     
 
By:       /s/ Jay J. Park                           
  
 
Name:  Jay J. Park
  
 
Title:    Vice President
  
     
 
Commitment Amount:  $45,000,000.00
  



[Equity Commitment Letter Signature Page]
 
 
 

Accepted and Acknowledged:


PROVIDENCE EQUITY PARTNERS VI L.P.

By: Providence Equity GP VI L.P., its sole general partner

By: Providence Equity Partners VI L.L.C., its sole general partner

By:         /s/   Peter Wilde                                                              
Name:    Peter Wilde
Title:       Managing Director


PROVIDENCE EQUITY PARTNERS VI-A L.P.

By: Providence Equity GP VI L.P., its sole general partner

By: Providence Equity Partners VI L.L.C., its sole general partner

By:         /s/   Peter Wilde                                                              
Name:    Peter Wilde
Title:       Managing Director
 
[Equity Commitment Letter Signature Page]