BlackRock Announces Secondary Offering of its Common
Stock held by Barclays; Plans $1 Billion Stock
NEW YORK--(BUSINESS WIRE)--May. 21, 2012-- 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
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
180 Varick Street, 2nd Floor,
New York, NY 10014
Attention: Prospectus Dept
Telephone: (866) 718-1649
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.
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
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
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.