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EX-1.1 - EX-1.1 - BlackRock Inc.d917246dex11.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-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): May 4, 2015 (April 28, 2015)

 

 

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 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))

 

 

 


Item 1.01 Entry Into a Material Definitive Agreement.

On April 28, 2015, BlackRock, Inc. (“BlackRock” or the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays Bank PLC, Citigroup Global Markets Limited, J.P. Morgan Securities plc and the other underwriters listed therein (the “Underwriters”), pursuant to which BlackRock agreed to sell to the Underwriters €700 million aggregate principal amount of its 1.250% Notes due 2025 (the “Notes”), for resale by the Underwriters (the “Offering”) pursuant to BlackRock’s registration statement on Form S-3 (File No. 333-191157). The Offering is expected to result in net proceeds to BlackRock of approximately €694.5 million. BlackRock intends to use the net proceeds from the Offering for general corporate purposes, including refinancing of outstanding indebtedness.

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, affiliates of the Underwriters are dealers under BlackRock’s commercial paper program. Affiliates of the Underwriters are also lenders under BlackRock’s $4.0 billion revolving credit facility maturing in 2020.

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.

 

(d) Exhibits

 

Exhibit

Number

  

Description

1.1    Underwriting Agreement, dated April 28, 2015, among BlackRock, Inc. and Barclays Bank PLC, Citigroup Global Markets Limited, J.P. Morgan Securities plc and the other 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 S. Shedlin

Name: Gary S. Shedlin
Title Senior Managing Director and Chief Financial Officer

Date: May 4, 2015


EXHIBIT INDEX

 

Exhibit

Number

  

Description

1.1    Underwriting Agreement, dated April 28, 2015, among BlackRock, Inc. and Barclays Bank PLC, Citigroup Global Markets Limited, J.P. Morgan Securities plc and the other underwriters named therein.