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 28, 2017 (March 28, 2017)
BlackRock, Inc.
(Exact name of registrant as specified in its charter)
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DELAWARE | | 001-33099 | | 32-0174431 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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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 2.03 Creation of a Direct Financial Obligation or an Obligation Under anOff-balance Sheet Arrangement of a Registrant.
On March 28, 2017, BlackRock, Inc. (“BlackRock” or the “Company”) completed its underwritten public offering of $700 million aggregate principal amount of its 3.200% Notes due 2027 (the “Notes”) pursuant to BlackRock’s registration statement on FormS-3 (FileNo. 333-213143).
The Notes were issued pursuant to the Senior Indenture, dated as of September 17, 2007, between the Company and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (the “Indenture”).
At any time and from time to time, the Company may redeem the Notes at a “make-whole” redemption price (as defined in the Notes). In the case of any such redemption, the Company will also pay accrued and unpaid interest, if any, to 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 the Company with respect to such debt securities for 60 days after the Company receives notice of such failure; or (4) certain events of bankruptcy, insolvency or reorganization.
The Indenture includes requirements that must be met if the Company consolidates or merges with, or sells all or substantially all of the Company’s assets to, another entity.
The foregoing summary is qualified in its entirety by reference to the text of the Indenture, a copy of which is in Exhibit 4.5 to the Company’s Annual Report on Form10-K for the year ended December 31, 2007, and the Notes, a form of which is attached as Exhibit 4.1 to this Current Report on Form8-K.
Item 9.01 Financial Statements and Exhibits.
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Exhibit Number | | Description |
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4.1* | | Indenture, dated September 17, 2007, between BlackRock, Inc. and The Bank of New York, as trustee. |
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4.2 | | Form of Note for the 3.200% Notes due 2027. |
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5.1 | | Opinion Letter of Skadden, Arps, Slate, Meagher & Flom LLP regarding the validity of the Notes. |
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23.1 | | Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included as part of Exhibit 5.1). |
* | Incorporated by reference to BlackRock, Inc.’s Annual Report on Form10-K for the year ended December 31, 2007. |
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.
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| | | | BlackRock, Inc. |
| | | | (Registrant) |
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| | | | By: | | /s/ Gary Shedlin |
Date: March 28, 2017 | | | | Name: | | Gary S. Shedlin |
| | | | Title: | | Chief Financial Officer and Senior Managing Director |
EXHIBIT INDEX
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Exhibit Number | | Description |
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4.1* | | Indenture, dated September 17, 2007, between BlackRock, Inc. and The Bank of New York, as trustee. |
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4.2 | | Form of Note for the 3.200% Notes due 2027. |
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5.1 | | Opinion Letter of Skadden, Arps, Slate, Meagher & Flom LLP regarding the validity of the Notes. |
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23.1 | | Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included as part of Exhibit 5.1). |
* | Incorporated by reference to BlackRock, Inc.’s Annual Report on Form10-K for the year ended December 31, 2007. |