Material Definitive Agreement - Form 8-K

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 1, 2021

BLACKROCK, INC.

(Exact name of registrant as specified in its charter)

DELAWARE		001-33099		32-0174431
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

55 East 52nd Street, New York, New York		10055
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (212)810-5300

(Former name or former address, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of exchange on which registered
Common Stock, $.01 par value		BLK		New York Stock Exchange
1.250% Notes due 2025		BLK25		New York Stock Exchange

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry Into a Material Definitive Agreement.

On December 1, 2021, BlackRock, Inc. ("BlackRock") entered into an underwriting agreement (the "Underwriting Agreement") with Morgan Stanley & Co. LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (the "Underwriters"), pursuant to which BlackRock agreed to sell to the Underwriters $1,000,000,000 aggregate principal amount of its 2.10% Notes due 2032, for resale by the Underwriters (the "Offering") pursuant to BlackRock's registration statement on Form S-3(File No. 333-255156).The Offering is expected to result in net proceeds to BlackRock of approximately $986,600,000. BlackRock intends to use the net proceeds from the Offering for general corporate purposes, which may include the repayment of all or a portion of its outstanding 3.375% Notes due 2022.

The Underwriters and their affiliates have provided, and may in the future provide, investment banking, commercial lending, financial advisory and other services for BlackRock. The Underwriters have received customary fees and expenses for these services. In particular, certain of the Underwriters and/or their affiliates are dealers under BlackRock's commercial paper program. In addition, certain of the Underwriters and/or their affiliates are lenders under BlackRock's $4.4 billion revolving credit facility maturing in 2026.

The foregoing summary of the Underwriting Agreement is qualified by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

1.1		Underwriting Agreement, dated December 1, 2021, among BlackRock, Inc. and Morgan Stanley & Co. LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein.
104		Cover Page Interactive Date File (embedded within the Inline XBRL document)

EXHIBIT INDEX

1.1		Underwriting Agreement, dated December 1, 2021, among BlackRock, Inc. and Morgan Stanley & Co. LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein.
104		Cover Page Interactive Date File (embedded within the Inline XBRL document)

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.
		(Registrant)
		By:		/s/ Gary S. Shedlin
Date: December 2, 2021			Gary S. Shedlin
		Chief Financial Officer and
		Senior Managing Director