Attached files
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| EX-10.1 - EXHIBIT 10.1: AGREEMENT - BlackRock Inc. | ex10.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):
October 20, 2009 (October
14, 2009)
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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40 East 52nd Street,
New York, New York
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10022
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
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(212)
810-5300
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N/A
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(Former
name or former address, if changed since last report.)
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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 (see General Instruction A.2. below):
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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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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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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
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Entry
into a Material Definitive
Agreement.
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On
October 14, 2009, BlackRock, Inc. (the “Company”) entered into a commercial
paper program (the “Program”) under which the Company may issue unsecured
commercial paper notes (the “Notes”) on a private placement basis up to a
maximum aggregate amount outstanding at any time of $3,000,000,000. The proceeds
of the commercial paper issuances will be used for general corporate purposes.
Amounts available under the Program may be reborrowed.
Barclays
Capital Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC
and Banc of America Securities LLC will act as dealers under the Program
(collectively, the “Dealers”) pursuant to the terms and conditions of their
respective Commercial Paper Dealer Agreements with the Company (each, a “Dealer
Agreement”). JPMorgan Chase Bank, National Association, will act as
issuing and paying agent under the Program.
The
Program provides the terms under which the Dealers will either purchase from the
Company or arrange for the sale by the Company of Notes pursuant to an exemption
from federal and state securities laws. The Program contains customary
representations, warranties, covenants and indemnification
provisions.
The
maturities of the Notes will vary, but may not exceed 397 days from the date of
issue. The Notes will be sold at a discount from par or, alternatively, will be
sold at par and bear interest at rates that will vary based upon market
conditions at the time of the issuance of the Notes. The rates of interest will
depend on whether the Notes will be fixed or floating rate. The interest on
a floating rate may be based on the following: (a) CD rate; (b) commercial paper
rate; (c) federal funds rate; (d) LIBOR; (e) prime rate; (f) treasury rate;
or (g) such other base rate as may be specified in a supplement.
The
Program contains certain events of default including, among other things:
non-payment of principal, interest or fees; violation of covenants; invalidity
of any loan document; material judgments; and bankruptcy and insolvency events,
subject in certain instances to cure periods.
A
copy of the Dealer Agreement between BlackRock, Inc. and Barclays Capital Inc.,
dated as of October 14, 2009, is attached to this report as Exhibit 10.1 and is
incorporated by reference as though it was fully set forth herein. In accordance
with Instruction 2 to Item 601 of Regulation S-K, the Company is filing only one
commercial paper dealer agreement, as the other agreements are substantially
identical in all material respects except as to the parties thereto and the
notice provisions. The description above is a summary of the Program and is
qualified in its entirety by the Dealer Agreements.
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Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
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The
information related to the unsecured commercial paper program discussed under
Item 1.01 above is hereby incorporated by reference under this Item
2.03.
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Item
9.01
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Financial
Statements and Exhibits
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(d)
Exhibits
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10.1
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Commercial
Paper Dealer Agreement between BlackRock, Inc. and Barclays Capital Inc.,
dated as of October 14, 2009.
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__________________
*
In accordance with Instruction 2 to Item 601 of Regulation S-K, the Company has
filed only one commercial paper dealer agreement, as the other agreements are
substantially identical in all material respects except as to the parties
thereto and the notice provisions.
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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Date: October
20, 2009
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BlackRock,
Inc.
(Registrant)
By: /s/ Daniel R.
Waltcher
Daniel
R. Waltcher
Managing
Director and
Deputy
General Counsel
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EXHIBIT
INDEX
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10.1
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Commercial
Paper Dealer Agreement between BlackRock, Inc. and Barclays Capital Inc.,
dated as of October 14, 2009.*
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__________________
*
In accordance with Instruction 2 to Item 601 of Regulation S-K, the Company has
filed only one commercial paper dealer agreement, as the other agreements are
substantially identical in all material respects except as to the parties
thereto and the notice provisions.