Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant. |
On May 25, 2023, BlackRock, Inc. (“BlackRock” or the “Company”) completed its underwritten public offering of $1,250,000,000 aggregate principal amount of its 4.750% Notes due 2033 (the “Notes”) pursuant to BlackRock’s registration statement on Form S-3 (File No. 333-255156).
The Notes were issued pursuant to the Senior Indenture, dated as of September 17, 2007, between the Company and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (the “Indenture”).
Prior to February 25, 2033 (three (3) months prior to the Notes’ maturity date), the Company may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a “make-whole” redemption price (calculated as set forth in the Notes), plus accrued and unpaid interest thereon to the redemption date. On or after February 25, 2033 (three (3) months prior to the Notes’ maturity date), the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.
Each of the following constitutes an event of default under the Indenture: (1) failure to pay any interest on any debt security of such series when due and payable, continued for 30 days; (2) failure to pay any principal when due of such series at its maturity; (3) failure to observe or perform any other covenants or agreements of the Company with respect to such debt securities for 60 days after the Company receives notice of such failure; or (4) certain events of bankruptcy, insolvency or reorganization.
The Indenture includes requirements that must be met if the Company consolidates or merges with, or sells all or substantially all of the Company’s assets to, another entity.
The foregoing summary is qualified in its entirety by reference to the text of the Indenture, a copy of which is in Exhibit 4.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, and the Notes, a form of which is attached as Exhibit 4.2 to this Current Report on Form 8-K.