SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 13, 2021
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
|55 East 52nd Street, 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.)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of exchange
on which registered
|Common Stock, $.01 par value||BLK||New York Stock Exchange|
|1.250% Notes due 2025||BLK25||New York Stock Exchange|
Check the appropriate box below if the Form 8-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 Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry Into a Material Definitive Agreement.
On December 13, 2021, BlackRock, Inc. (“BlackRock”) and certain of its subsidiaries entered into Amendment No. 11 (“Amendment No. 11”) to its Five-Year Revolving Credit Agreement, dated as of March 10, 2011, as amended by Amendment No. 1 thereto, dated as of March 30, 2012, Amendment No. 2 thereto, dated as of March 28, 2013, Amendment No. 3 thereto, dated as of March 28, 2014, Amendment No. 4 thereto, dated as of April 2, 2015, Amendment No. 5 thereto, dated as of April 8, 2016, Amendment No. 6 thereto, dated as of April 6, 2017, Amendment No. 7 thereto, dated as of April 3, 2018, Amendment No. 8 thereto, dated as of March 29, 2019, Amendment No. 9 thereto, dated as of March 31, 2020, and Amendment No. 10 thereto, dated as of March 31, 2021 (the “Existing Credit Agreement” and, the Existing Credit Agreement as amended by Amendment No. 11, the “Credit Agreement”), with Wells Fargo Bank, National Association, as administrative agent, a swingline lender, an issuing lender, L/C agent and a lender, and the banks and other financial institutions referred to therein.
Among other things, Amendment No. 11 (i) changes the rate under the Existing Credit Agreement for borrowings denominated in Sterling from a rate based on the London Interbank Offered Rate (LIBOR) to a rate based on the Sterling Overnight Index Average (SONIA) subject to certain adjustments specified in the Credit Agreement, (ii) changes the rate under the Existing Credit Agreement for borrowings denominated in Euros from a LIBOR-based rate to a rate based on the Euro Interbank Offered Rate (EURIBOR) subject to certain adjustments specified in the Credit Agreement, (iii) changes the rate under the Existing Credit Agreement for borrowings denominated in Yen from a LIBOR-based rate to a rate based on the Tokyo Interbank Offered Rate (TIBOR) subject to adjustments specified in the Credit Agreement and (iv) updates certain other provisions regarding successor interest rates to LIBOR.
Certain of the financial institutions party to Amendment No. 11 and their affiliates have provided, and may in the future provide, investment banking, commercial lending, financial advisory and other services for BlackRock, and have received customary fees and expenses for these services.
The foregoing description of the terms and conditions of Amendment No. 11 is not complete and is in all respects subject to the actual provisions of Amendment No. 11, a copy of which has been filed as Exhibit 10.1 to this Current Report on Form 8-K and which is incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
|Item 9.01|| |
Financial Statements and Exhibits.
|10.1||Amendment No. 11, dated as of December 13, 2021, by and among BlackRock, Inc., certain of its subsidiaries, Wells Fargo Bank, National Association, as administrative agent, a swingline lender, an issuing lender, L/C agent and a lender, and the banks and other financial institutions referred to therein.|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document)|
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.
/s/ R. Andrew Dickson III
|Name:||R. Andrew Dickson III|
|Title:||Managing Director and Corporate Secretary|
Date: December 13, 2021