UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On March 14, 2024, BlackRock Funding, Inc. (“BlackRock Funding”), a wholly owned subsidiary of BlackRock, Inc. (“BlackRock”), completed its underwritten public offering of $500,000,000 aggregate principal amount of 4.700% Notes due 2029 (the “2029 Notes”), $1,000,000,000 aggregate principal amount of 5.000% Notes due 2034 (the “2034 Notes”) and $1,500,000,000 aggregate principal amount of 5.250% Notes due 2054 (the “2054 Notes” and together with the 2029 Notes and the 2034 Notes, the “Notes”) 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 BlackRock Funding’s unsecured and unsubordinated debt obligations and are fully and unconditionally guaranteed, on a senior unsecured basis, by BlackRock.
The Notes were issued under the Indenture, dated as of March 14, 2024 (the “Base Indenture”), among BlackRock Funding, BlackRock and The Bank of New York Mellon, as trustee (the “Trustee”), as amended by the First Supplemental Indenture, dated as of March 14, 2024, among BlackRock Funding, BlackRock and the Trustee (the “First Supplemental Indenture” and together with the Base Indenture, the “Indenture”).
The net proceeds of the offering of the Notes 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, subject to customary conditions, including, among others, the receipt of specified regulatory approvals. If (i) the GIP Transaction is not consummated on or before the later of (x) January 12, 2025 and (y) the date that is five business days after any later date to which the “Termination Date” may be extended in the transaction agreement related to the GIP Transaction (including any extension mutually agreed upon by the parties to such transaction agreement) or (ii) BlackRock Funding notifies the Trustee that BlackRock will not pursue consummation of the GIP Transaction, BlackRock Funding will be required to redeem all outstanding 2029 Notes and 2034 Notes (the “Special Mandatory Redemption”), at a special mandatory redemption price equal to 101% of the aggregate principal amount of the applicable series of Notes plus, in each case, accrued and unpaid interest, if any, to, but excluding, the special mandatory redemption date. In the event of a Special Mandatory Redemption, the net proceeds of the 2054 Notes will be used for general corporate purposes, which may include repayment of outstanding indebtedness.
Prior to (i) February 14, 2029 (one month prior to the maturity date of the 2029 Notes) with respect to the 2029 Notes (the “2029 Notes Par Call Date”), (ii) December 14, 2033 (three months prior to the maturity date of the 2034 Notes) with respect to the 2034 Notes (the “2034 Notes Par Call Date”) and (iii) September 14, 2053 (six months prior to the maturity date of the 2054 Notes) with respect to the 2054 Notes (together with the 2029 Par Call Date and the 2034 Par Call Date, each a “Par Call Date”), BlackRock Funding may redeem the applicable series of the Notes at its option, in whole or in part, at any time and from time to time, at a “make-whole” redemption price (calculated as set forth in the Indenture and applicable series of Notes), plus, in each case, accrued and unpaid interest on the Notes being redeemed to, but excluding, the redemption date. On or after the applicable Par Call Date, BlackRock Funding may redeem each series of Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus, in each case, accrued and unpaid interest thereon to, but excluding, the redemption date.
Each of the following constitutes an event of default under the Indenture: (1) failure to pay any interest on any debt security of such series when due and payable, continued for 30 days; (2) failure to pay any principal when due of such series at its maturity; (3) failure to observe or perform any other covenants or agreements of BlackRock or BlackRock Funding with respect to such debt securities for 90 days after receiving notice of such failure; (4) certain events of bankruptcy, insolvency or reorganization; or (5) BlackRock’s guarantee ceasing to be in full force and effect or BlackRock denying its obligations under the guarantee (in each case, other than in accordance with the terms of the Indenture or the applicable series of debt securities).
The Indenture includes requirements that must be met if BlackRock or BlackRock Funding consolidates or merges with, or sells all or substantially all of their assets to, another entity.
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The foregoing summary is qualified in its entirety by reference to the text of the Base Indenture and First Supplemental Indenture, copies of which are filed herewith as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K, and the Notes, forms of which are filed herewith as Exhibits 4.3, 4.4 and 4.5, respectively, to this Current Report on Form 8-K.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 above is incorporated into this Item 2.03 by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BlackRock, Inc. | ||||||
| (Registrant) | ||||||
| Date: March 14, 2024 | ||||||
| By: | /s/ R. Andrew Dickson III | |||||
| R. Andrew Dickson III | ||||||
| Managing Director and Corporate Secretary | ||||||