Attached files
file | filename |
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EX-3.1 - EXHIBIT 3.1 - BlackRock Inc. | blackrock_ex3-1.htm |
EX-2.1 - EXHIBIT 2.1 - BlackRock Inc. | blackrock_ex2-1.htm |
EX-10.3 - EXHIBIT 10.3 - BlackRock Inc. | blackrock_ex10-3.htm |
EX-10.1 - EXHIBIT 10.1 - BlackRock Inc. | blackrock_ex10-1.htm |
EX-10.2 - EXHIBIT 10.2 - BlackRock Inc. | blackrock_ex10-2.htm |
EX-99.1 - EXHIBIT 99.1 NEWS RELEASE - BlackRock Inc. | blackrock_ex99-1.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): December 3, 2009 (November 30,
2009)
BLACKROCK,
INC.
(Exact
name of registrant as specified in its charter)
DELAWARE
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001-33099 |
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: (212) 810-5300
N/A
(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 (see General Instruction A.2. below):
¨
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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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1
Item 1.01
Entry into Material Definitive Agreements.
Amended
and Restated Stock Purchase
Agreement
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On
November 30, 2009, BlackRock, Inc. (“BlackRock”), Barclays Bank PLC (“Barclays
Bank”) and Barclays PLC (for limited purposes) entered into an Amended and
Restated Stock Purchase Agreement (the “Amended and Restated Purchase
Agreement”). The Amended and Restated Purchase Agreement amended and
restated the terms of the Stock Purchase Agreement, dated as of June 16, 2009,
by and among BlackRock, Barclays Bank and Barclays PLC (for limited purposes),
which provided for the acquisition by BlackRock of Barclays Global Investors
(“BGI”) from Barclays Bank. The revised terms relate, among other
things, to the amount of cash and capital required to be held by the various BGI
entities at the closing of the acquisition and to the post-closing purchase
price adjustment mechanism. As described in Item 2.01 below, on
December 1, 2009, BlackRock completed its acquisition of BGI pursuant to the
Amended and Restated Purchase Agreement.
Stockholder
Agreement
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In
connection with the completion of its acquisition of BGI, BlackRock entered into
a Stockholder Agreement, dated as of December 1, 2009 (the “Barclays Stockholder
Agreement”), with Barclays Bank and Barclays BR Holdings S.à r.l. (“BR
Holdings”, and together with Barclays Bank, the “Barclays
Parties”). Pursuant to the terms of the Barclays Stockholder
Agreement, the Barclays Parties agreed, among other things, to certain transfer
and voting restrictions with respect to shares of BlackRock common stock and
preferred stock owned by them and their affiliates, to limits on the ability of
the Barclays Parties and their affiliates to acquire additional shares of
BlackRock common stock and preferred stock and to certain other
restrictions. In addition, the Barclays Stockholder Agreement
contains certain provisions relating to the composition of BlackRock’s board of
directors, including a requirement that BlackRock’s board must consist of not
more than 19 directors, with two directors designated by the Barclays
Parties.
The
foregoing descriptions of the Amended and Restated Purchase Agreement and the
Barclays Stockholder Agreement do not purport to be complete and are qualified
in their entirety by reference to the Amended and Restated Purchase Agreement,
which is filed as Exhibit 2.1 hereto, and the Barclays Stockholder Agreement,
which is filed as Exhibit 10.1 hereto, each of which is hereby incorporated into
this Form 8-K by reference. In addition, the information set forth in
Item 2.03 concerning the credit facility BlackRock entered into with various
lenders on December 1, 2009 is hereby incorporated by reference into this Item
1.01.
Item 2.01
Completion of Acquisition or Disposition of Assets.
On
December 1, 2009, BlackRock completed its previously announced acquisition of
BGI from Barclays Bank. In exchange for BGI, BlackRock paid
approximately $6.65 billion in cash and issued 3,031,516 shares of BlackRock
common stock, par value $0.01 per share (“Common Stock”), 26,888,001 shares of
BlackRock Series B
Convertible Participating Preferred Stock, par value $0.01 per share (“Series B
Preferred Stock”), and 7,647,254 shares of BlackRock Series D Participating
Preferred Stock, par value $0.01 per share (“Series D Preferred Stock”), to BR
Holdings.
On
December 1, 2009, BlackRock issued a press release announcing the completion of
its acquisition of BGI. The press release is attached as Exhibit 99.1
hereto and is hereby incorporated into this Form 8-K by reference.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
On December 1, 2009, BlackRock entered
into a 364-day $2.0 billion revolving credit facility with Barclays Bank, as
administrative agent and a lender, a group of lenders and Barclays Capital as
sole lead arranger, sole lead bookrunner and syndication agent (the
“Facility”). As of the date hereof, BlackRock had $1.5 billion
borrowed or notified to be borrowed under the Facility. BlackRock may
borrow additional amounts, and repay amounts, from time to time.
BlackRock’s obligations under the
Facility are unsecured and are not guaranteed by any of BlackRock’s
subsidiaries. The facility matures on November 30,
2010. The Facility contains various conditions to
borrowing
2
and
affirmative, negative and financial maintenance covenants. The
Facility also contains various standard events of default, the occurrence of
which could result in a termination by the lenders and the acceleration of all
of BlackRock’s obligations under the Facility.
The
foregoing description of the Facility is not complete and is qualified in its
entirety by reference to the Facility, which is filed as Exhibit 10.2 hereto and
is hereby incorporated into this Form 8-K by reference.
Item 3.02
Unregistered Sales of Equity Securities.
On
December 1, 2009, pursuant to separate stock purchase agreements entered into on
June 11, 2009 and June 12, 2009, as amended, BlackRock sold an aggregate of
8,637,519 shares of Common Stock, 5,587,232 shares of Series B Preferred Stock
and 3,556,188 shares of Series D Preferred Stock (collectively, the “Financing
Shares”) to certain institutional investors, including the sale of the 3,556,188
shares of Series D Preferred Stock to The PNC Financial Services Group, Inc.
(“PNC”), each at a price of $140.60 per share. BlackRock received
approximately $2.5 billion in total consideration from the sale of the Financing
Shares.
Pursuant
to the terms of the stock purchase agreements with the institutional investors,
the closing of each sale of Financing Shares occurred simultaneously with, and
was conditioned on, the closing of BlackRock’s acquisition of BGI, as well as
other customary conditions. No underwriting discounts or commissions
were paid in connection with the sales of the Financing Shares. BlackRock
entered into a registration rights agreement with each institutional investor,
other than PNC, pursuant to which it agreed to register the resale of the
applicable Financing Shares with the U.S. Securities and Exchange Commission
(the “SEC”) under the Securities Act of 1933, as amended, and the rules and
regulations thereunder (the “Securities Act”). The Financing Shares
acquired by such institutional investors are subject to customary registration
rights. The Financing Shares acquired by PNC have the benefit of the
existing Registration Rights Agreement, dated as of September 29, 2006, by and
among BlackRock, Inc., Merrill Lynch & Co., Inc. and PNC, pursuant to which
BlackRock agreed to register the resale of certain securities with the SEC under
the Securities Act.
The
information set forth under Item 2.01 concerning the issuance of shares of
BlackRock capital stock to the Barclays Parties is incorporated herein by
reference. In connection with the acquisition of BGI, BlackRock and
the Barclays Parties entered into an agreement providing for customary
registration rights, a copy of which is attached as Exhibit 10.3 and is hereby
incorporated into this Form 8-K by reference.
The
issuances of the Financing Shares and the shares of capital stock to the
Barclays Parties were exempt from the registration requirements of the
Securities Act by virtue of Section 4(2) of the Securities Act because the
issuances did not involve a public offering.
Upon
any transfer of Series B Preferred Stock to any person other than an affiliate
of the initial holder, each share of Series B Preferred Stock will be
automatically converted into one share of Common Stock. Each share of
Series D Preferred Stock will be automatically converted into one share of
Series B Preferred Stock on the date which is 20 days after an information
statement in connection with the Amended and Restated Purchase Agreement is
first mailed by BlackRock to holders of its Common Stock in accordance with Rule
14c-2 under the Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder (the “Exchange Act”).
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
In
connection with BlackRock’s acquisition of BGI, effective December 1, 2009, the
board of directors of BlackRock appointed John Varley and Robert E. Diamond Jr.
to be members of the board of directors. Messrs. Varley and Diamond
were appointed to BlackRock’s board of directors as the two designees of the
Barclays Parties pursuant to the Barclays Stockholder Agreement.
Mr.
Varley is Group Chief Executive of Barclays PLC. Prior to being named to his
current position in September 2004, he had served as Group Deputy Chief
Executive beginning in January 2004. He held the position of Group
Finance Director from 2000 until the end of 2003. Mr. Varley joined the
Executive Committee in September 1996 and was appointed to the Barclays' Board
in June 1998. He was Chief Executive of Retail Financial Services from 1998 to
2000 and Chairman of the Asset Management Division from 1995 to 1998. Mr. Varley
also serves as a non-executive director of AstraZeneca PLC.
3
Mr.
Diamond is President of Barclays PLC and Chief Executive Officer of Corporate
and Investment Banking and Wealth Management, comprising Barclays Capital,
Barclays Corporate and Barclays Wealth. He is an Executive Director of the
Boards of Barclays PLC and Barclays Bank PLC and has been a member of the
Barclays Group Executive Committee since September 1997. He joined the firm in
summer 1996. Mr. Diamond is a member of the Board of Directors for the Institute
of International Finance and member of International Advisory Board of the
British-American Business Council.
As
discussed above, in connection with BlackRock’s acquisition of BGI, the Barclays
Parties, which are affiliates of Barclays PLC, received shares of BlackRock
Common Stock, Series B Preferred Stock and Series D Preferred Stock representing
4.8% of the outstanding Common Stock and 19.8% of the outstanding economic
interests of BlackRock.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
December 1, 2009, BlackRock filed a certificate of designations with the
Secretary of State of the State of Delaware for the purpose of amending its
Amended and Restated Certificate of Incorporation to establish the designation,
rights, preferences, limitations and privileges of the Series D Preferred
Stock.
The
terms of the Series D Preferred Stock are summarized below:
Rank. The Series D
Preferred Stock will rank pari passu in right of payment with respect to
dividends and upon liquidation with the Series B Preferred Stock, the Series C
Preferred Stock and any series of BlackRock’s preferred stock that by its
terms ranks pari passu in right of payment as to dividends and/or upon
liquidation with the Series D Preferred Stock.
Dividend. The
Series D Preferred Stock will be entitled to receive any dividend that is paid
to holders of Common Stock. Any subdivisions, combinations, consolidations or
reclassifications to the Common Stock must also be made accordingly to Series D
Preferred Stock.
Liquidation
Preference. In the event of a liquidation, dissolution or
winding up of BlackRock, the holders of the Series D Preferred Stock will be
entitled to receive $0.01 per share of the respective preferred stock held, plus
any outstanding and unpaid dividends, before any payments are made to holders of
Common Stock or any other class or series of BlackRock’s capital stock ranking
junior as to liquidation rights to Series D Preferred Stock. After such payment
to the holders of Series D Preferred Stock and the holders of shares of any
other series of BlackRock’s preferred stock ranking prior to the Common Stock as
to distributions upon liquidation, the remaining assets of BlackRock will be
distributed in accordance with the terms of BlackRock’s Amended and Restated
Certificate of Incorporation, which in the case of the Series D Preferred Stock
will be pro rata per share in accordance with the aggregate number of shares
outstanding among (i) the holders of the then outstanding shares of Series D
Preferred Stock and any other series entitled to participate on the same basis,
(ii) the holders of any other series of BlackRock capital stock entitled to
participate in accordance with the terms of their participation and (iii) the
holders of the Common Stock and any other shares of BlackRock capital stock
ranking pari passu on a share for share basis with the Common Stock as to
distributions upon liquidation.
Voting Rights. The
Series D Preferred Stock have no voting rights except as otherwise provided by
applicable law.
Conversion. Each
share of Series D Preferred Stock will be automatically converted into one share
of Series B Preferred Stock on the date which is 20 days after an information
statement in connection with the Amended and Restated Purchase Agreement is
first mailed by BlackRock to holders of its Common Stock in accordance with Rule
14c-2 under the Exchange Act. No optional conversion is permitted. Upon any
transfer of Series B Preferred Stock to any person other than an affiliate of
the initial holder, each share of Series B Preferred Stock will be automatically
converted into one share of Common Stock.
The
foregoing description of the Series D Preferred Stock is qualified in its
entirety by reference to the certificate of designations for Series D Preferred
Stock, which is filed as Exhibit 3.1 hereto and is hereby incorporated into this
Form 8-K by reference.
Item 9.01
Financial Statements and Exhibits.
(a)
and (b)
4
Financial
Statements required to be filed by this Item will be filed with the SEC as soon
as practicable, but not later than 71 calendar days after the date on which this
Form 8-K is required to be filed with respect to Item 2.01.
(d)
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Exhibits.
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2.1
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Amended
and Restated Stock Purchase Agreement, dated as of June 16, 2009, by and
among Barclays Bank PLC, Barclays PLC (solely for the purposes of Section
6.16, Section 6.18 and Section 6.24) and BlackRock,
Inc.
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3.1
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Certificate
of Designations of Series D Participating Preferred
Stock
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10.1
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Stockholder
Agreement, dated as of December 1, 2009, by and among BlackRock, Inc.,
Barclays Bank PLC and Barclays BR Holdings S.à
r.l.
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10.2
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Revolving
Credit Agreement, dated as of December 1, 2009, by and among BlackRock,
Inc., Barclays Bank PLC, as administrative agent and as a lender, a group
of lenders and Barclays Capital, as sole lead arranger, sole lead
bookrunner and syndication agent.
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10.3
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Registration
Rights Agreement, dated as of December 1, 2009, by and among BlackRock,
Inc., Barclays Bank PLC and Barclays BR Holdings S.à
r.l.
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99.1
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Press
Release dated December 1, 2009 issued by BlackRock,
Inc.
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5
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.
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(Registrant)
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By:
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/s/
Daniel R. Waltcher
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Date:
December 3, 2009
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Daniel
R. Waltcher
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Managing
Director and Deputy General Counsel
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6
EXHIBIT
INDEX
2.1
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Amended
and Restated Stock Purchase Agreement, dated as of June 16, 2009, by and
among Barclays Bank PLC, Barclays PLC (solely for the purposes of Section
6.16, Section 6.18 and Section 6.24) and BlackRock,
Inc.
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3.1
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Certificate
of Designations of Series D Participating Preferred
Stock
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10.1
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Stockholder
Agreement, dated as of December 1, 2009, by and among BlackRock, Inc.,
Barclays Bank PLC and Barclays BR Holdings S.à
r.l.
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10.2
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Revolving
Credit Agreement, dated as of December 1, 2009, by and among BlackRock,
Inc., Barclays Bank PLC, as administrative agent and as a lender, a group
of lenders and Barclays Capital, as sole lead arranger, sole lead
bookrunner and syndication agent.
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10.3
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Registration
Rights Agreement, dated as of December 1, 2009, by and among BlackRock,
Inc., Barclays Bank PLC and Barclays BR Holdings S.à
r.l.
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99.1
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Press
Release dated December 1, 2009 issued by BlackRock,
Inc.
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7