Filed Pursuant to Rule 424(b)(3)
Reg No.: 333-255156 and 333-255156-01
The information contained in this preliminary prospectus
supplement is not complete and may be changed. A registration statement relating to these securities is effective. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not
soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject to Completion, dated March 5, 2024
PRELIMINARY PROSPECTUS SUPPLEMENT
(To Prospectus
dated February 20, 2024)
BlackRock Funding, Inc.
Guaranteed on a senior unsecured basis by BlackRock, Inc.
$ % NOTES DUE 2029
$ % NOTES DUE 2034
$ % NOTES DUE 2054
The % Notes due 2029 (the
2029 notes) will bear interest at the rate of % per year and will mature on , 2029. The % Notes due 2034 (the 2034 notes) will bear interest at the rate of % per year and
mature on , 2034. The % Notes due 2054 (the 2054 notes) will bear interest at the rate of % per year and mature on , 2054. The 2029 notes, the 2034 notes and the 2054
notes are referred to collectively as the notes.
Interest on the notes for each series will be payable semi-annually in arrears on
and of each year, beginning on , 2024.
The notes will be issued by BlackRock Funding, Inc.
(BlackRock Funding), which is currently a direct wholly owned subsidiary of BlackRock, Inc. (BlackRock). The notes will be BlackRock Fundings unsecured and unsubordinated debt obligations and will be fully and
unconditionally guaranteed (the note guarantees), on a senior unsecured basis by BlackRock. The notes and the note guarantees will rank equally in right of payment with all of BlackRock Funding and BlackRocks other unsubordinated
indebtedness, respectively, from time to time outstanding.
BlackRock Funding may redeem the notes of each series, in whole or in part, at any time at the
redemption prices described under Description of the NotesOptional Redemption of the Notes.
The net proceeds of this offering are
intended to be used to fund a portion of the cash consideration for BlackRocks proposed acquisition of the business and assets of Global Infrastructure Management, LLC (GIP), which is referred to herein as the GIP
Transaction. The GIP Transaction has not been completed as of the date of this prospectus supplement. We currently expect the GIP Transaction to close in the third quarter of 2024. The closing of the GIP Transaction is subject to customary
conditions, including, among others, the receipt of specified regulatory approvals, and we cannot guarantee that the GIP Transaction will be completed on a timely basis, on the terms described herein, or at all. This offering is not conditioned upon
the completion of the GIP Transaction, which, if completed, will occur subsequent to the closing of this offering. However, if (i) the GIP Transaction is not consummated on or before the later of (x) January 12, 2025 and (y) the
date that is five business days after any later date to which the Termination Date may be extended in the Transaction Agreement (as defined herein) (including any extension mutually agreed upon by the parties to the Transaction
Agreement) (the Special Mandatory Redemption End Date) or (ii) BlackRock Funding notifies the trustee under the indenture that BlackRock will not pursue consummation of the GIP Transaction, BlackRock Funding will be required to
redeem all outstanding 2029 notes and 2034 notes (the Special Mandatory Redemption), at a special mandatory redemption price equal to 101% of the aggregate principal amount of the applicable series of notes, plus accrued and unpaid
interest, if any, to, but excluding, the Special Mandatory Redemption Date (as defined herein). Upon completion of a Special Mandatory Redemption, either (a) BlackRock may assume the obligations of BlackRock Funding under the 2054 notes or
(b) BlackRock Funding may merge with and into BlackRock as a result of which transaction the separate legal existence of BlackRock Funding would cease, and, in either case, BlackRock Funding will be released under the indenture governing the
2054 notes and BlackRock will be released from the note guarantees, but will instead become the primary (and sole) obligor under the 2054 notes and the related indenture provisions. The proceeds from this offering will not be deposited into an
escrow account pending completion of the GIP Transaction or any Special Mandatory Redemption, nor will BlackRock Funding be required to grant any security interest or other lien on those proceeds to secure any redemption of the notes. See
Description of the NotesSpecial Mandatory Redemption.
The notes will not be listed on any securities exchange. Currently, there is no
public market for the notes.
Investing in the notes involves risks, including those described in the Risk Factors section beginning on page S-14 of this prospectus supplement and the section entitled Risk Factors
beginning on page 20 of BlackRocks Annual Report on Form 10-K for the year ended December 31, 2023, which is incorporated by reference into this prospectus supplement.
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Per 2029 Note |
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2029 Notes Total |
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Per 2034 Note |
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2034 Notes Total |
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Per 2054 Note |
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2054 Notes Total |
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Public Offering Price(1) |
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Underwriting Discount |
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Proceeds, before Expenses, to BlackRock Funding, Inc. |
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(1) |
Plus accrued interest from , 2024. |
Interest on the notes will accrue from , 2024.
Neither the Securities and Exchange Commission (the SEC) nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The underwriters expect to deliver the notes to purchasers in book-entry form only through the facilities of The Depository Trust Company (DTC) and
its participants, including Clearstream Banking, société anonyme (Clearstream), and Euroclear Bank, S.A./N.V. (Euroclear), on or about , 2024, which is the seventh U.S.
business day following the date of this prospectus supplement. See UnderwritingDelayed Settlement in this prospectus supplement.
Joint
Book-Running Managers
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Morgan Stanley |
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BofA Securities |
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Citigroup |
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J.P. Morgan |
Prospectus Supplement dated March , 2024