BlackRock, Inc. (NYSE: BLK) (“BlackRock”) today announced that
it expects to close its previously announced acquisition of Global
Infrastructure Partners (“GIP”) on October 1, 2024, subject to
regulatory approvals and other customary closing conditions (the
“GIP Transaction”).
Pursuant to the transaction agreement executed with respect to
the GIP Transaction, BlackRock will acquire GIP by first effecting
a merger in accordance with Section 251(g) of the Delaware General
Corporation Law. A direct wholly-owned subsidiary of BlackRock
Funding, Inc. (“New BlackRock”), which is a wholly-owned subsidiary
of BlackRock, will merge with and into BlackRock, with BlackRock
surviving the merger as a direct wholly-owned subsidiary of New
BlackRock. Existing shares of BlackRock common stock will be
automatically converted, on a one-for-one basis, into shares of
common stock of New BlackRock, which will become the publicly
listed company with the name “BlackRock, Inc.” and will acquire all
of the issued and outstanding limited liability company interest of
GIP. New BlackRock will retain the ticker symbol “BLK,” and trading
will continue uninterrupted on the New York Stock Exchange (the
“NYSE”). The Board and the executive officers of BlackRock will
continue in their same roles at New BlackRock following the
merger.
In connection with the closing of the GIP Transaction, BlackRock
has also notified the NYSE of its intention to voluntarily delist
from the NYSE and deregister its Euro-denominated 1.250% Notes due
2025 (the “2025 Notes”). BlackRock’s decision to withdraw the 2025
Notes from listing on the NYSE and registration under the
Securities Exchange Act of 1934 (the “Exchange Act”) was based on
its decision to make BlackRock a wholly-owned subsidiary of New
BlackRock and to delist BlackRock’s common stock from the NYSE and
withdraw registration of BlackRock’s common stock under the
Exchange Act. The 2025 Notes will remain outstanding and BlackRock
has applied for admission of the 2025 Notes to the Official List of
The International Stock Exchange (TISE) to be effective following
the closing of the GIP Transaction.
To delist the 2025 Notes from the NYSE, BlackRock will file a
Notification of Removal from Listing on Form 25 relating to the
delisting on or about September 23, 2024 (the “Form 25”) with the
Securities and Exchange Commission (the “SEC”). The delisting will
be effective on the 10th day following filing of the Form 25, and
the 2025 Notes will no longer trade on the NYSE effective on such
date. BlackRock reserves the right to delay the filing of the Form
25 for any reason, including, without limitation, in the event that
the GIP Transaction is delayed or is not completed for any
reason.
About BlackRock
BlackRock’s purpose is to help more and more people experience
financial well-being. As a fiduciary to investors and a leading
provider of financial technology, we help millions of people build
savings that serve them throughout their lives by making investing
easier and more affordable.
Special Note Regarding Forward-Looking Statements
This press release, and other statements that BlackRock may
make, may contain forward-looking statements within the meaning of
the Private Securities Litigation Reform Act, with respect to
BlackRock’s future financial or business performance, strategies or
expectations, including the anticipated timing and consummation of
the GIP Transaction and the listing of the 2025 Notes.
Forward-looking statements are typically identified by words or
phrases such as “trend,” “potential,” “opportunity,” “pipeline,”
“believe,” “comfortable,” “expect,” “anticipate,” “current,”
“intention,” “estimate,” “position,” “assume,” “outlook,”
“continue,” “remain,” “maintain,” “sustain,” “seek,” “achieve,” and
similar expressions, or future or conditional verbs such as “will,”
“would,” “should,” “could,” “may” and similar expressions.
BlackRock cautions that forward-looking statements are subject
to numerous assumptions, risks and uncertainties, which change over
time and may contain information that is not purely historical in
nature. Such information may include, among other things,
projections and forecasts. There is no guarantee that any forecasts
made will come to pass. Forward-looking statements speak only as of
the date they are made, and BlackRock assumes no duty to and does
not undertake to update forward-looking statements. Actual results
could differ materially from those anticipated in forward-looking
statements and future results could differ materially from
historical performance.
BlackRock has previously disclosed risk factors in its SEC
reports. These risk factors and those identified elsewhere in this
press release, among others, could cause actual results to differ
materially from forward-looking statements or historical
performance and include: (1) the introduction, withdrawal, success
and timing of business initiatives and strategies; (2) changes and
volatility in political, economic or industry conditions, the
interest rate environment, foreign exchange rates or financial and
capital markets, which could result in changes in demand for
products or services or in the value of assets under management;
(3) the relative and absolute investment performance of BlackRock’s
investment products; (4) BlackRock’s ability to develop new
products and services that address client preferences; (5) the
impact of increased competition; (6) the impact of future
acquisitions or divestitures, including the GIP Transaction and
BlackRock’s proposed acquisition of Preqin Holding Limited
(together with the GIP Transaction, the “Transactions”); (7)
BlackRock’s ability to integrate acquired businesses successfully,
including the Transactions; (8) risks related to the Transactions,
including the expected closing dates of the Transactions, the
possibility that one or both of the Transactions do not close,
including, but not limited to, due to the failure to satisfy their
respective closing conditions, the possibility that expected
synergies and value creation from either of the Transactions will
not be realized, or will not be realized within the expected time
period, and impacts to business and operational relationships
related to disruptions, from the Transactions; (9) the unfavorable
resolution of legal proceedings; (10) the extent and timing of any
share repurchases; (11) the impact, extent and timing of
technological changes and the adequacy of intellectual property,
data, information and cybersecurity protection; (12) the failure to
effectively manage the development and use of artificial
intelligence; (13) attempts to circumvent BlackRock’s operational
control environment or the potential for human error in connection
with BlackRock’s operational systems; (14) the impact of
legislative and regulatory actions and reforms, regulatory,
supervisory or enforcement actions of government agencies and
governmental scrutiny relating to BlackRock; (15) changes in law
and policy and uncertainty pending any such changes; (16) any
failure to effectively manage conflicts of interest; (17) damage to
BlackRock’s reputation; (18) increasing focus from stakeholders
regarding environmental, social and governance matters; (19)
geopolitical unrest, terrorist activities, civil or international
hostilities, and other events outside BlackRock’s control,
including wars, natural disasters and health crises, which may
adversely affect the general economy, domestic and local financial
and capital markets, specific industries or BlackRock; (20)
climate-related risks to BlackRock’s business, products, operations
and clients; (21) the ability to attract, train and retain highly
qualified and diverse professionals; (22) fluctuations in the
carrying value of BlackRock’s economic investments; (23) the impact
of changes to tax legislation, including income, payroll and
transaction taxes, and taxation on products, which could affect the
value proposition to clients and, generally, the tax position of
BlackRock; (24) BlackRock’s success in negotiating distribution
arrangements and maintaining distribution channels for its
products; (25) the failure by key third-party providers of
BlackRock to fulfill their obligations to BlackRock; (26)
operational, technological and regulatory risks associated with
BlackRock’s major technology partnerships; (27) any disruption to
the operations of third parties whose functions are integral to
BlackRock’s exchange-traded funds platform; (28) the impact of
BlackRock electing to provide support to its products from time to
time and any potential liabilities related to securities lending or
other indemnification obligations; and (29) the impact of problems,
instability or failure of other financial institutions or the
failure or negative performance of products offered by other
financial institutions.
BlackRock’s Annual Report on Form 10–K and BlackRock’s
subsequent filings with the SEC discuss these factors in more
detail and identify additional factors that can affect
forward-looking statements.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240913612798/en/
BlackRock Media Relations Ed Sweeney 646-231-0268
Ed.Sweeney@BlackRock.com
BlackRock Investor Relations Caroline Rodda 212-810-3442
Caroline.Rodda@BlackRock.com
BlackRock (NYSE:BLK)
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