8-K
filed October 1, 2024, 7:59 PM ET
CIK 0001364742
M&A
confidence high
sentiment neutral
materiality 0.85
BlackRock Finance, Inc.: M&A transaction — BlackRock closes GIP acquisition: $3B cash + ~12M shares; reincorporation completed
BlackRock Finance, Inc.
- Total consideration of $3B cash + ~12M shares of new BlackRock common stock; ~30% of stock consideration deferred.
- Old BlackRock (formerly BlackRock, Inc.) became wholly owned sub of New BlackRock; BLK ticker continued on NYSE.
- Directors and officers of new parent company: Laurence Fink (CEO), Robert Kapito (President), Martin Small (CFO).
- Old BlackRock common stock delisted from NYSE; euro-denominated 1.25% notes due 2025 moved to TISE.
- Certificate of incorporation and bylaws amended to reflect name change to BlackRock Finance, Inc. and post-merger structure.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
R. Andrew Dickson III was appointed as Corporate Secretary and Managing Director at BlackRock Finance, Inc..
- Action
- appointed
- Role
- Corporate Secretary and Managing Director
Exact text from the filing
R. Andrew Dickson III Corporate Secretary and Managing Director
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Martin Small was appointed as Director at BlackRock Finance, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the directors of Merger Sub immediately prior to the Merger Effective Time became the directors of Old BlackRock. The names of these directors are Martin Small, Robert Goldstein and R. Andrew Dickson III.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Laurence Fink was appointed as Chief Executive Officer at BlackRock Finance, Inc..
- Action
- appointed
- Role
- Chief Executive Officer
Exact text from the filing
Laurence Fink Chief Executive Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Philippe Matsumoto was appointed as Treasurer and Managing Director at BlackRock Finance, Inc..
- Action
- appointed
- Role
- Treasurer and Managing Director
Exact text from the filing
Philippe Matsumoto Treasurer and Managing Director
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
R. Andrew Dickson III was appointed as Director at BlackRock Finance, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the directors of Merger Sub immediately prior to the Merger Effective Time became the directors of Old BlackRock. The names of these directors are Martin Small, Robert Goldstein and R. Andrew Dickson III.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Robert Kapito was appointed as President at BlackRock Finance, Inc..
- Action
- appointed
- Role
- President
Exact text from the filing
Robert Kapito President
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Christopher J. Meade was appointed as General Counsel, Chief Legal Officer and Senior Managing Director at BlackRock Finance, Inc..
- Action
- appointed
- Role
- General Counsel, Chief Legal Officer and Senior Managing Director
Exact text from the filing
Christopher J. Meade General Counsel, Chief Legal Officer and Senior Managing Director
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Robert Goldstein was appointed as Director at BlackRock Finance, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the directors of Merger Sub immediately prior to the Merger Effective Time became the directors of Old BlackRock. The names of these directors are Martin Small, Robert Goldstein and R. Andrew Dickson III.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Martin Small was appointed as Chief Financial Officer and Senior Managing Director at BlackRock Finance, Inc..
- Action
- appointed
- Role
- Chief Financial Officer and Senior Managing Director
Exact text from the filing
Martin Small Chief Financial Officer and Senior Managing Director
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.95
BlackRock Finance, Inc. completed an acquisition involving Global Infrastructure Management, LLC (Global Infrastructure Partners (GIP)) for $3 billion in cash and approximately 12 million shares of New BlackRock Common Stock (approximately 30% of the total consideration, all in stock, is deferred) (closed 2024-10-01).
- Action
- acquisition
- Counterparty
- Global Infrastructure Management, LLC (Global Infrastructure Partners (GIP))
- Consideration
- $3 billion in cash and approximately 12 million shares of New BlackRock Common Stock (approximately 30% of the total consideration, all in stock, is deferred)
- Closing
- 2024-10-01
Exact text from the filing
at the Closing and immediately following the Merger, New BlackRock acquired 100% of the issued and outstanding limited liability company interests of GIP, for a total consideration of $3 billion in cash and approximately 12 million shares of New BlackRock Common Stock
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.95
BlackRock Finance, Inc. underwent a change of control involving New BlackRock (formerly known as BlackRock Funding, Inc.) for each share of Old BlackRock Common Stock converted into one share of New BlackRock Common Stock (closed 2024-10-01).
- Action
- change of control
- Counterparty
- New BlackRock (formerly known as BlackRock Funding, Inc.)
- Consideration
- each share of Old BlackRock Common Stock converted into one share of New BlackRock Common Stock
- Closing
- 2024-10-01
Exact text from the filing
As a result of the consummation of the Merger, a change of control of the registrant occurred and Old BlackRock became a wholly owned subsidiary of New BlackRock.
View on SEC.gov
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