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
180 Varick Street, 2nd Floor,
New York, NY 10014
Attention: Prospectus Dept
Telephone: (866) 718-1649
BofA Merrill Lynch
4 World Financial Center
New York, NY 10080
Attn: Prospectus Department
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 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.