Current Report Filing (8-k)
March 22 2017 - 4:59PM
Edgar (US Regulatory)
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): March 22, 2017 (March 21, 2017)
BlackRock, Inc.
(Exact
name of registrant as specified in its charter)
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DELAWARE
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001-33099
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32-0174431
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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55 East 52
nd
Street, New York, New York
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10055
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(Address of principal executive offices)
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(Zip Code)
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Registrants 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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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 BlackRocks registration
statement on Form
S-3
(File
No. 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 BlackRocks commercial paper program. Certain of the
affiliates of the Underwriters are also lenders under BlackRocks $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
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Description
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1.1
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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.
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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.
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BlackRock, Inc.
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(Registrant)
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By:
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/s/ Gary Shedlin
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Date: March 22, 2017
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Name:
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Gary S. Shedlin
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Title:
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Chief Financial Officer and
Senior Managing
Director
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EXHIBIT INDEX
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Exhibit
Number
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Description
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1.1
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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.
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