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): June 17, 2009 (June 11,
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: (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 (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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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 Material Definitive
Agreements.
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Barclays
Purchase Agreement
On
June 16, 2009, BlackRock, Inc. (“BlackRock”) announced that Barclays PLC
accepted its offer to acquire Barclays Global Investors (“BGI”). On
June 16, 2009, BlackRock entered into a definitive purchase agreement (the
“Barclays Purchase Agreement”) to acquire BGI from Barclays Bank PLC
(“Barclays”).
Pursuant
to the terms and subject to the conditions set forth in the Barclays Purchase
Agreement, BlackRock will acquire (the “Acquisition”) from Barclays all of the
outstanding equity interests of subsidiaries of Barclays conducting the business
of BGI in exchange for an aggregate of approximately 37.8 million shares of
BlackRock common stock and participating preferred stock, subject to certain
adjustments, and $6.6 billion in cash, subject to certain adjustments. The
shares of common stock issued pursuant to the Acquisition will represent
approximately 4.9% of the outstanding shares of common stock of BlackRock
immediately following the closing of the Acquisition, and the total equity
consideration will represent approximately an aggregate 19.9% economic interest
in BlackRock immediately following the closing of the Acquisition.
The
Acquisition consideration will be subject to adjustment (i) to reflect the
closing working capital of BGI and (ii) if and to the extent the adjusted
asset-based fees generated by BGI as of a date close to the closing of the
Acquisition, excluding the impact of market movements, are less than 90% of
their level at April 30, 2009.
BlackRock
and Barclays have each made customary representations, warranties and covenants
in the Barclays Purchase Agreement for transactions of this type, including,
among others, covenants (i) to conduct their respective businesses in the
ordinary course between the execution of the Barclays Purchase Agreement and the
closing of the Acquisition and (ii) not to engage in certain kinds of
transactions during such period. Barclays and Barclays PLC have made additional
covenants (a) not to solicit alternative acquisition proposals relating to the
BGI business, (b) subject to certain exceptions contained in the Barclays
Purchase Agreement, not to engage in certain competitive activities for a period
of three years following the closing of the Acquisition and (c) that Barclays
PLC’s board of directors will recommend the approval of the Acquisition to its
shareholders.
Consummation
of the Acquisition is subject to customary conditions for transactions of this
type, including, among others, (i) the approval of the Acquisition by the
shareholders of Barclays PLC, (ii) the expiration or termination of the
applicable Hart-Scott-Rodino Act waiting period and the receipt of other
applicable antitrust approvals, (iii) the absence of any order or injunction
prohibiting the consummation of the Acquisition or restricting the ownership or
operation of the BGI business or other businesses of the parties, (iv) subject
to certain exceptions, the accuracy of representations and warranties with
respect to the parties’ respective businesses, (v) the maintenance of
asset-based fees generated by BGI with respect to all clients and with respect
to exchange traded funds, in each case at 75% or more of their levels at April
30, 2009, (vi) compliance with Section 15(f) of the Investment Company Act of
1940, as amended, as provided in the Barclays Purchase Agreement, (vii) the
execution by the other party (or its affiliates) of specified ancillary
agreements and (viii) the receipt of various necessary
governmental approvals and consents. BlackRock’s obligation to consummate
the Acquisition is further subject to (a) the retention of a specified
percentage of certain key employees and (b) BGI’s unaudited financial statements
for fiscal year 2008 (which have already been delivered to BlackRock in
connection with the signing of the Barclays Purchase Agreement) and BGI’s
audited financial statements for fiscal year 2008 (which will be delivered to
BlackRock prior to closing of the Acquisition) not differing in a manner that
would reasonably be expected to result in a material adverse effect.
Consummation of the Acquisition is not subject to the receipt of financing by
BlackRock. Stockholders of BlackRock representing greater than a majority of the
shares of the outstanding capital stock of BlackRock have executed written
consents in lieu of a meeting approving the issuance of shares in connection
with the Acquisition as described herein.
Additionally,
BlackRock has agreed to increase the size of its Board of Directors from 17
directors to 19 directors immediately prior to the closing of the Acquisition
and to cause such vacancies to be filled by designees of Barclays.
The
Barclays Purchase Agreement contains customary indemnification obligations for
transactions of this type of each party with respect to breaches of
representations, warranties and covenants and certain other
specified
matters.
In addition, Barclays has agreed to indemnify BlackRock in connection with
losses relating to certain of Barclays’ pension funds, any breach by Barclays of
certain regulatory requirements and fiduciary requirements, including arising
out of investment advisory contracts with clients, and certain differences
between the operating expenses indicated on BGI’s unaudited financial statements
as compared to BGI’s audited financial statements. The indemnification
obligations of the parties are subject to minimum and maximum dollar thresholds
in certain cases as set forth in the Barclays Purchase Agreement.
The
foregoing description of the Barclays Purchase Agreement does not purport to be
complete and is qualified in its entirety by reference to the Barclays Purchase
Agreement, which is filed as Exhibit 2.1 hereto and which is hereby incorporated
into this Form 8-K by reference.
The
Barclays Purchase Agreement has been included to provide investors and security
holders with information regarding its terms. It is not intended to be a source
of financial, business or operational information, or provide any other factual
information, about BlackRock or Barclays or their respective subsidiaries or
affiliates. The representations, warranties and covenants contained in the
Barclays Purchase Agreement were made only for purposes of that agreement and as
of specific dates; were solely for the benefit of the parties to the Barclays
Purchase Agreement; may be subject to limitations agreed upon by the contracting
parties, including being qualified by confidential disclosures made for the
purposes of allocating contractual risk between the parties to the Barclays
Purchase Agreement instead of establishing these matters as facts; and may be
subject to standards of materiality applicable to the contracting parties that
differ from those applicable to investors. Investors should not rely on the
representations, warranties and covenants or any descriptions thereof as
characterizations of the actual state of facts or condition of BlackRock or
Barclays or any of their respective subsidiaries or affiliates. Moreover,
information concerning the subject matter of the representations, warranties and
covenants may change after the date of the Barclays Purchase Agreement, which
subsequent information may or may not be fully reflected in BlackRock’s public
disclosures.
Amendments
to Stockholder Agreements
In
connection with the execution by BlackRock of the Barclays Purchase Agreement,
on June 11, 2009, BlackRock entered into Amendment No. 1 (the “Merrill Lynch
Amendment”) to the Second Amended and Restated Stockholder Agreement, dated as
of February 27, 2009, among Merrill Lynch & Co., Inc. ("Merrill"), Merrill
Lynch Group, Inc. and BlackRock (the “Merrill Lynch Stockholder Agreement”) and
Amendment No. 1 (the “PNC Amendment”) to the Amended and Restated Implementation
and Stockholder Agreement, dated as of February 27, 2009, between The PNC
Financial Services Group, Inc. (“PNC”) and BlackRock (the “PNC Stockholder
Agreement”). The Merrill Lynch Amendment and the PNC Amendment will become
effective only upon the closing of the Acquisition.
Pursuant
to the Merrill Lynch Amendment, the Merrill Lynch Stockholder Agreement will be
amended to, among other things, (i) amend or supplement certain definitions and
provisions therein to incorporate Series D Preferred Stock, (ii) amend the
provision relating to the composition of the Board of Directors of BlackRock and
(iii) add certain provisions relating to the U.S. Bank Holding Company
Act.
Pursuant
to the PNC Amendment, the PNC Stockholder Agreement will be amended to, among
other things, (i) revise the definitions of “Ownership Cap” and “Ownership
Threshold,” (ii) amend or supplement certain other definitions and provisions
therein to incorporate Series D Preferred Stock, (iii) provide that none of the
transfer restriction provisions set forth in the PNC Stockholder Agreement shall
apply to the shares to be issued to PNC in connection with the transactions
contemplated by the Stock Purchase Agreement by and between PNC and BlackRock
(the “PNC Stock Purchase Agreement”), which is discussed below and in Item 3.02
“Unregistered Sales of Equity Securities” of this Form 8-K, (iv) amend the
provision relating to the composition of the Board of Directors of BlackRock and
(v) provide that the PNC Stockholder Agreement shall terminate upon the later of
(A) the five year anniversary of the PNC Stockholder Agreement and (B) the first
date on which PNC and its affiliates beneficially own less than 5% of the
outstanding BlackRock capital stock, subject to certain other conditions
specified therein.
The
foregoing descriptions of the Merrill Lynch Amendment and the PNC Amendment do
not purport to be complete and are qualified in their entirety by reference to
the Merrill Lynch Amendment, which is filed as Exhibit 10.1 hereto, and the PNC
Amendment, which is filed as Exhibit 10.2 hereto, each of which is hereby
incorporated into this Form 8-K by reference.
PNC
Stock Purchase Agreement
On
June 11, 2009, BlackRock entered into the PNC Stock Purchase Agreement pursuant
to which PNC agreed to purchase 3,556,188 of BlackRock’s Series D Preferred
Stock (the “Financing Preferred Shares”) at a price of $140.60 per share. The
number of Financing Preferred Shares PNC is obligated to purchase may be reduced
to the extent BlackRock obtains subscriptions for its capital stock from
additional equity investors in connection with the financing of the
Acquisition. Under the terms of this agreement, the closing of the sale of
the Financing Preferred Shares will occur simultaneously with, and is
conditioned on, the closing of the Acquisition, as well as other customary
conditions. Upon the closing of the sale of Financing Preferred Shares to PNC,
the shares will have the benefit of the existing Registration Rights Agreement,
dated as of September 29, 2006, by and among New BlackRock, Inc., Merrill and
PNC pursuant to which BlackRock agreed to register the resale of certain
securities 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”). As of May 31, 2009, PNC beneficially owns
46.2% of BlackRock’s outstanding voting common stock, par value $0.01 (“Common
Stock”), and approximately 31.3% of BlackRock's fully diluted capital
stock.
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Item 3.02.
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Unregistered
Sales of Equity Securities.
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On
June 11, 2009, BlackRock entered into three separate stock purchase agreements
and on June 12, 2009, BlackRock entered into an additional stock purchase
agreement (collectively, the “Common Stock Purchase Agreements”) for the sale of
an aggregate of 16,358,464 shares of Common Stock (the “Financing Common
Shares”) at a price of $140.60 per share. In addition, as described above,
BlackRock and PNC entered into the PNC Stock Purchase Agreement for the private
placement of the Financing Preferred Shares (the Financing Preferred Shares, and
together with the Financing Common Shares, the “Financing Shares”). BlackRock
expects to receive $2.8 billion in total consideration from the sale of the
Financing Shares (the “Private Placement”). Under the terms of three of the
Common Stock Purchase Agreements, the closing of the sale of an aggregate of
14,224,751 Financing Common Shares will occur simultaneously with, and is
conditioned on, the closing of the Acquisition, as well as other customary
conditions. Under the terms of the other Common Stock Purchase Agreement, the
closing of the sale of 2,133,713 Financing Common Shares will occur no later
than June 25, 2009 and is subject to the Barclays Purchase Agreement being in
full force and effect as of such closing and other customary conditions. No
underwriting discounts or commissions will be paid in connection with the sale
of the Financing Shares. Upon the closing of the sale of Financing Common Shares
to each purchaser, BlackRock will enter into a registration rights agreement
with each purchaser, other than PNC, pursuant to which it will agree to register
the resale of the applicable Financing Common Shares with the SEC under the
Securities Act.
The
information set forth under Item 1.01 above with respect to the Financing
Preferred Shares is incorporated herein by reference.
The
issuances of the Financing Shares are exempt from the registration requirement
of the Securities Act by virtue of Section 4(2) thereof because such issuances
did not involve a public offering.
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 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 pro rata to the holders of Series D Preferred Stock and any other
series of BlackRock’s preferred stock ranking prior to the Common Stock as to
distributions upon liquidation that participate
with
the holders of Common Stock upon liquidation, and the holders of the Common
Stock and any other shares of BlackRock’s capital stock ranking pari passu with
the Common Stock as to distributions upon liquidation.
Voting
Rights. The Series D Preferred Stock have no voting rights except as
required by applicable law.
Conversion. Each
share of Series D Preferred Stock will be automatically converted into one share
of BlackRock’s Series B Convertible Participating Preferred Stock on or after
the date which is 20 days after an information statement in connection with the
Barclays 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. 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 converted into one share of Common Stock.
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Item 8.01.
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Other
Events.
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On
June 16, 2009, BlackRock issued a press release announcing that Barclays PLC
accepted BlackRock’s offer to acquire BGI. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
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Item 9.01.
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Financial
Statements and Exhibits.
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(d)
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Exhibits.
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2.1
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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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10.1
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Amendment
No. 1, dated as of June 11, 2009, to the Second Amended and Restated
Stockholder Agreement by and among Merrill Lynch & Co., Inc., Merrill
Lynch Group, Inc. and BlackRock, Inc.
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10.2
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Amendment
No. 1, dated as of June 11, 2009, to the Amended and Restated
Implementation and Stockholder Agreement between The PNC Financial
Services Group, Inc. and BlackRock, Inc.
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99.1
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Press
Release dated June 16, 2009 issued by BlackRock,
Inc.
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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/ Daniel
R. Waltcher
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Date:
June 17, 2009
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Daniel
R. Waltcher
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Managing
Director and Deputy General
Counsel
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EXHIBIT
INDEX
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2.1
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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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10.1
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Amendment
No. 1, dated as of June 11, 2009, to the Second Amended and Restated
Stockholder Agreement by and among Merrill Lynch & Co., Inc., Merrill
Lynch Group, Inc. and BlackRock, Inc.
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10.2
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Amendment
No. 1, dated as of June 11, 2009, to the Amended and Restated
Implementation and Stockholder Agreement between The PNC Financial
Services Group, Inc. and BlackRock, Inc.
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99.1
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Press
Release dated June 16, 2009 issued by BlackRock,
Inc.
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