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):
July 17,
2008
BLACKROCK,
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-15305
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51-0380803
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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 Entry
into Material Definitive Agreements
As
of July 16, 2008 BlackRock, Inc. ("BlackRock"), entered into an Amended and
Restated Stockholder Agreement (the "Stockholder Agreement") and an Amended and
Restated Global Distribution Agreement (the "Global Distribution Agreement")
with Merrill Lynch & Co., Inc. ("Merrill Lynch"), which beneficially owns as
of June 30, 2008 approximately 48.6% of the fully diluted common stock and
Series A Participating Preferred Stock of BlackRock.
The
changes in the Stockholder Agreement in relation to the prior agreement, among
other things, (i) provide Merrill Lynch with some additional flexibility to form
or acquire asset managers substantially all of the business of which is devoted
to nontraditional investment management strategies such as short selling,
leverage, arbitrage, specialty finance and quantitatively-driven structured
trades; (ii) expand the definition of change in control of Merrill Lynch to
include the disposition of two-thirds or more of its Global Private Client
business; (iii) extend the general termination date to the later of July 16,
2013 or the date Merrill Lynch's beneficial ownership of BlackRock falls below
20%; and (iv) clarify certain other provisions in the agreement.
The
changes in the Global Distribution Agreement in relation to the prior agreement,
among other things, (i) provide for an extension to July 16, 2013, an additional
5-year extension after the date of a change in control of Merrill Lynch and one
automatic 3-year extension if certain conditions are satisfied; (ii) strengthen
the obligations of Merrill Lynch to achieve revenue neutrality across the range
of BlackRock products distributed by Merrill Lynch if the pricing or structure
of particular products is required to be changed; (iii) obligate Merrill Lynch
to seek to obtain distribution arrangements for BlackRock products from buyers
of any portion of its distribution business on the same terms as the Global
Distribution Agreement for a period of at least 3 years; and (iv) restrict the
manner in which products managed by alternative asset managers in which Merrill
Lynch has an interest may be distributed by Merrill Lynch.
The
foregoing descriptions of the changes effected by the Stockholder Agreement and
the Global Distribution Agreement do not purport to be complete and are
qualified in their entirety by reference to the Stockholder Agreement, which is
filed as Exhibit 1.1 hereto, and the Global Distribution Agreement, which is
filed as Exhibit 1.2 hereto, each of which is hereby incorporated into this
report by reference.
Item
9.01 Financial Statements and
Exhibits
(d) Exhibits
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1.1
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Amended
and Restated Stockholder Agreement, dated as of July 16, 2008, between
Merrill Lynch & Co., Inc. and BlackRock, Inc.
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1.2
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Amended
and Restated Global Distribution Agreement, dated as of July 16, 2008,
between Merrill Lynch & Co., Inc. and BlackRock, Inc.
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2
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.
(Registrant)
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Date: July
17, 2008
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By:
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/s/ Daniel
Waltcher
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Daniel
Waltcher
Deputy
Managing Director and
General
Counsel
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EXHIBIT
INDEX
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1.1
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Amended
and Restated Stockholder Agreement, dated as of July 16, 2008, between
Merrill Lynch & Co., Inc. and BlackRock, Inc.
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1.2
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Amended
and Restated Global Distribution Agreement, dated as of July 16, 2008,
between Merrill Lynch and Co., Inc. and BlackRock, Inc.
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