UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 22, 2017 (March 21, 2017)
BlackRock, Inc.
(Exact name of registrant as specified in its charter)
| | | | |
| DELAWARE | | 001-33099 | | 32-0174431 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
| 55 East 52nd Street, New York, New York | | 10055 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code:(212) 810-5300
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| | ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| | ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Item 1.01 Entry Into a Material Definitive Agreement.
On March 21, 2017, BlackRock, Inc. (“BlackRock”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein (the “Underwriters”), pursuant to which BlackRock agreed to sell to the Underwriters $700 million aggregate principal amount of its 3.200% Notes due 2027 (the “Notes”), for resale by the Underwriters (the “Offering”) pursuant to BlackRock’s registration statement on FormS-3 (FileNo. 333-213143). The Offering is expected to result in net proceeds to BlackRock of approximately $694 million. BlackRock intends to use the net proceeds from the Offering towards the redemption of its outstanding 6.25% Notes due 2017 and any remaining proceeds for general corporate purposes.
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 affiliates of the Underwriters are dealers under BlackRock’s commercial paper program. Certain of the affiliates of the Underwriters are also lenders under BlackRock’s $4.0 billion revolving credit facility maturing in 2021.
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.
Item 9.01 Financial Statements and Exhibits.
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Exhibit
Number | | Description |
| |
| 1.1 | | Underwriting Agreement, dated March 21, 2017, among BlackRock, Inc. and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein. |
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) |
| | |
| | By: | | /s/ Gary Shedlin |
| Date: March 22, 2017 | | Name: | | Gary S. Shedlin |
| | Title: | | Chief Financial Officer and Senior Managing Director |
EXHIBIT INDEX
| | |
Exhibit
Number | | Description |
| |
| 1.1 | | Underwriting Agreement, dated March 21, 2017, among BlackRock, Inc. and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein. |
