--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-24-229654" form_type: "8-K" ticker: null cik: "0001364742" company_name: "BlackRock Finance, Inc." filed_at: "2024-10-01T23:59:59+00:00" generated_at: "2026-05-30T23:10:21.547013+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # BlackRock closes GIP acquisition: $3B cash + ~12M shares; reincorporation completed ## Summary - 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. ## SEC filing metadata - accession: 0001193125-24-229654 - form_type: 8-K - cik: 0001364742 - company_name: BlackRock Finance, Inc. - filed_at: 2024-10-01T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 3.01, 3.03, 5.03, 5.01, 5.02, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1364742/000119312524229654/0001193125-24-229654-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1364742/000119312524229654/d856279d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-24-229654 - JSON: https://secwatch.observer/filing/0001193125-24-229654.json - Plain text: https://secwatch.observer/filing/0001193125-24-229654.txt ## Key facts - Executive change R. Andrew Dickson III was appointed as Corporate Secretary and Managing Director at BlackRock Finance, Inc.. - Action: appointed - Role: Corporate Secretary and Managing Director source text: R. Andrew Dickson III Corporate Secretary and Managing Director evidence_url: https://www.sec.gov/Archives/edgar/data/1364742/000119312524229654/0001193125-24-229654-index.htm - Executive change Martin Small was appointed as Director at BlackRock Finance, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1364742/000119312524229654/0001193125-24-229654-index.htm - Executive change Laurence Fink was appointed as Chief Executive Officer at BlackRock Finance, Inc.. - Action: appointed - Role: Chief Executive Officer source text: Laurence Fink Chief Executive Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1364742/000119312524229654/0001193125-24-229654-index.htm - Executive change Philippe Matsumoto was appointed as Treasurer and Managing Director at BlackRock Finance, Inc.. - Action: appointed - Role: Treasurer and Managing Director source text: Philippe Matsumoto Treasurer and Managing Director evidence_url: https://www.sec.gov/Archives/edgar/data/1364742/000119312524229654/0001193125-24-229654-index.htm - Executive change R. Andrew Dickson III was appointed as Director at BlackRock Finance, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1364742/000119312524229654/0001193125-24-229654-index.htm - Executive change Robert Kapito was appointed as President at BlackRock Finance, Inc.. - Action: appointed - Role: President source text: Robert Kapito President evidence_url: https://www.sec.gov/Archives/edgar/data/1364742/000119312524229654/0001193125-24-229654-index.htm - Executive change 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 source text: Christopher J. Meade General Counsel, Chief Legal Officer and Senior Managing Director evidence_url: https://www.sec.gov/Archives/edgar/data/1364742/000119312524229654/0001193125-24-229654-index.htm - Executive change Robert Goldstein was appointed as Director at BlackRock Finance, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1364742/000119312524229654/0001193125-24-229654-index.htm - Executive change 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 source text: Martin Small Chief Financial Officer and Senior Managing Director evidence_url: https://www.sec.gov/Archives/edgar/data/1364742/000119312524229654/0001193125-24-229654-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1364742/000119312524229654/0001193125-24-229654-index.htm - M&A Transactions 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1364742/000119312524229654/0001193125-24-229654-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.