NEW YORK--(BUSINESS WIRE)--
BlackRock, Inc. (NYSE:BLK) today announced the commencement of a
secondary offering of its common stock through which Barclays Bank PLC
(“Barclays”) intends to exit its full investment in the Company. The
shares being offered by Barclays will be sold in an underwritten public
secondary offering. Barclays also expects to grant the underwriters a
30-day option to purchase an additional 10% of the shares offered.
Barclays currently holds common stock and Series B convertible
participating preferred stock in BlackRock, which converts into common
stock upon a sale, together representing a 19.6% (approximately 35.2
million shares) economic ownership interest in the Company.
BlackRock also announced today that immediately following the close of
the secondary offering and subject to Barclays exiting its full
ownership position (excluding the exercise of the option) the Company
intends to repurchase $1 billion of common stock directly from Barclays.
The purchase price to be paid by BlackRock would be equal to the net
price per share that Barclays receives in the secondary offering.
BlackRock will purchase a proportionally smaller amount in the event of
a sale of fewer shares by Barclays.
Barclays intends, subject to exercise in full of the option, to sell its
entire holding via the offering and repurchase. BlackRock will not
receive any of the proceeds from the sale of shares of its common stock.
The secondary offering will occur simultaneously in the United States
and internationally through underwriters led by joint book-running
managers Barclays Capital Inc., Morgan Stanley and BofA Merrill Lynch.
A preliminary prospectus supplement and the accompanying base prospectus
relating to the offering have been filed with the Securities and
Exchange Commission and are available at its website, http://www.sec.gov.
Copies of the preliminary prospectus supplement and accompanying base
prospectus relating to the offering may also be obtained when available
from:
Barclays Capital Inc.
1155 Long Island Avenue
Edgewood,
New York 11717
Attention: Broadridge Financial Solutions
Email:
barclaysprospectus@broadridge.com
Telephone:
1-888-603-5847
Morgan Stanley
180 Varick Street, 2nd Floor,
New York,
NY 10014
Attention: Prospectus Dept
Email: prospectus@morganstanley.com
Telephone:
(866) 718-1649
BofA Merrill Lynch
4 World Financial Center
New York,
NY 10080
Attn: Prospectus Department
Email: dg.prospectus_requests@baml.com
This announcement shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any offer of these
securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction.
About BlackRock
BlackRock is a leader in investment management, risk management and
advisory services for institutional and retail clients worldwide. At
March 31, 2012, BlackRock’s AUM was $3.684 trillion. BlackRock offers
products that span the risk spectrum to meet clients’ needs, including
active, enhanced and index strategies across markets and asset classes.
Products are offered in a variety of structures including separate
accounts, mutual funds, iShares® (exchange-traded
funds), and other pooled investment vehicles. BlackRock also offers risk
management, advisory and enterprise investment system services to a
broad base of institutional investors through BlackRock Solutions®.
Headquartered in New York City, as of March 31, 2012, the firm has
approximately 9,900 employees in 27 countries and a major presence in
key global markets, including North and South America, Europe, Asia,
Australia, and the Middle East and Africa. For additional information,
please visit the Company's website at www.blackrock.com.
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.
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” or similar expressions.
BlackRock cautions that forward-looking statements are subject to
numerous assumptions, risks and uncertainties, which change over time.
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.
In addition to risk factors previously disclosed in BlackRock’s
Securities and Exchange Commission (“SEC”) reports the following
factors, among others, could cause actual results to differ materially
from forward-looking statements or historical performance: (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) the impact of increased
competition; (5) the impact of future acquisitions or divestitures; (6)
the unfavorable resolution of legal proceedings; (7) the extent and
timing of any share repurchases; (8) the impact, extent and timing of
technological changes and the adequacy of intellectual property and
information security protection; (9) the impact of legislative and
regulatory actions and reforms, including the Dodd-Frank Wall Street
Reform and Consumer Protection Act, and regulatory, supervisory or
enforcement actions of government agencies relating to BlackRock,
Barclays Bank PLC or The PNC Financial Services Group, Inc.; (10)
terrorist activities, international hostilities and natural disasters,
which may adversely affect the general economy, domestic and local
financial and capital markets, specific industries or BlackRock; (11)
the ability to attract and retain highly talented professionals; (12)
fluctuations in the carrying value of BlackRock’s economic investments;
(13) the impact of changes to tax legislation, including taxation on
products or transactions which could affect the value proposition to
clients and, generally, the tax position of the Company; (14)
BlackRock’s success in maintaining the distribution of its products;
(15) the impact of BlackRock electing to provide support to its products
from time to time; and (16) the impact of problems at other financial
institutions or the failure or negative performance of products at other
financial institutions.
BlackRock's Annual Report on Form 10-K and BlackRock's subsequent
filings with the SEC, accessible on the SEC's website at www.sec.gov
and on BlackRock’s website at www.blackrock.com,
discuss these factors in more detail and identify additional factors
that can affect forward-looking statements. The information contained on
the Company’s website is not a part of this press release.
BlackRock, Inc.
Media Relations
Brian Beades (United
States)
212-810-5596
Brian.Beades@BlackRock.com
Caroline
Hancock (United Kingdom)
44-207-743-2103
Caroline.Hancock@BlackRock.com
or
Investor
Relations
Ellen Taylor
212-810-3815
Ellen.Taylor@BlackRock.com
Source: BlackRock, Inc.