As filed with the Securities and Exchange Commission on October 1, 2024

Registration No. 333-278583

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

 

LOGO

BlackRock, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   99-1116001

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification Number)

 

 

BlackRock Finance, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   32-0174431

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification Number)

 

 

50 Hudson Yards

New York, New York 10001

(212) 810-5800

(Address, including zip code, and telephone number, including area code, of registrants’ principal executive offices)

 

 

Christopher J. Meade, Esq.

Chief Legal Officer and General Counsel

BlackRock, Inc.

50 Hudson Yards

New York, New York 10001

(212) 810-5800

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copy to:

Laura Kaufmann Belkhayat, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

One Manhattan West

New York, New York 10001

(212) 735-3000

 

 

Approximate date of commencement of proposed sale to the public:

From time to time after the effective date of this registration statement as determined by the registrant.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

BlackRock, Inc.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

 

 


EXPLANATORY NOTE

This Post-Effective Amendment No. 1 (this “Amendment”) to the Registration Statement on Form S-3 (File No. 333-278583) (the “Registration Statement”) is being filed pursuant to Rule 414 under the Securities Act of 1933, as amended (the “Securities Act”), by BlackRock, Inc. (formerly “BlackRock Funding, Inc.”), a Delaware corporation (the “Successor Registrant”), as the successor registrant to BlackRock Finance, Inc. (formerly “BlackRock, Inc.”), a Delaware corporation (the “Predecessor Registrant”), to reflect a holding company reorganization in accordance with Section 251(g) of the General Corporation Law of the State of Delaware (the “DGCL”) (the “Reorganization”).

The Reorganization was completed on October 1, 2024 pursuant to the Transaction Agreement, dated January 12, 2024 (as amended, restated or supplemented from time to time, the “Transaction Agreement”), among the Successor Registrant, the Predecessor Registrant, Banana Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Successor Registrant (“Merger Sub”), and the other parties thereto, pursuant to which Merger Sub merged with and into the Predecessor Registrant, with the Predecessor Registrant surviving as a direct wholly owned subsidiary of the Successor Registrant (“Merger”). The Successor Registrant changed its name from “BlackRock Funding, Inc.” to “BlackRock, Inc.” and the Predecessor Registrant changed its name from “BlackRock, Inc.” to “BlackRock Finance, Inc.”

In accordance with the terms of the Transaction Agreement, each share of common stock, $0.01 par value, of the Predecessor Registrant (the “Predecessor Registrant Common Stock”) outstanding immediately prior to the effective time of the Merger (the “Merger Effective Time”) was converted automatically into one validly issued, fully paid and non-assessable share of common stock, $0.01 par value, of the Successor Registrant having the same designations, rights, powers, and preferences, and the qualifications, limitations, and restrictions as the Predecessor Registrant Common Stock. The Successor Registrant adopted organizational documents substantially identical to those of the Predecessor Registrant and assumed certain obligations of the Predecessor Registrant, in each case, to enable the Successor Registrant to offer and sell the securities listed in the Registration Statement on the same terms and conditions as the Predecessor Registrant prior to the Reorganization.

In accordance with paragraph (d) of Rule 414 under the Securities Act, the Successor Registrant hereby expressly adopts the Registration Statement as its own registration statement except as amended by this Amendment, for all purposes of the Securities Act and under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

This Amendment shall become effective immediately upon filing with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 462 under the Securities Act.

 


PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following table sets forth the estimated expenses (all of which will be borne by the registrants unless otherwise provided in the applicable prospectus supplement) incurred in connection with the issuance and distribution of the securities being registered, other than underwriting discounts and commissions (if any). All of the amounts shown are estimates, except the SEC registration fee.

 

SEC registration fee

     $   *  

Rating agency fees

     **  

Trustee and transfer agent fees and expenses

     **  

Printing and distributing

     **  

Legal fees and expenses

     **  

Accounting fees and expenses

     **  

Stock exchange listing fees

     **  

Miscellaneous

     **  
  

 

 

 

Total

     $   **  

 

*

Deferred in reliance on Rule 456(b) and 457(r).

**

These fees and expenses are calculated based on the number of issuances and amount of securities offered and accordingly cannot be estimated at this time.

Item 15. Indemnification of Directors and Officers.

BlackRock, Inc. (formerly BlackRock Funding, Inc.)

The Successor Registrant’s amended and restated certificate of incorporation provides that, to the fullest extent permitted by the DGCL, none of the Successor Registrant’s directors will be liable to the Successor Registrant or its stockholders for monetary damages for the breach of his or her fiduciary duty as a director. Under the DGCL, this provision does not eliminate or limit the liability of any director or officer if a judgment or other final adjudication establishes that his or her acts or omissions constituted a breach of his or her duty of loyalty to the Successor Registrant or the Successor Registrant’s stockholders or were in bad faith or involved intentional misconduct or a knowing violation of law or that he or she derived an improper personal benefit from any transaction or that such director’s acts violated Section 174 of the DGCL or an officer in any action by or in the right of the Successor Registrant.

As a result of this provision, the Successor Registrant and the Successor Registrant’s stockholders may be unable to obtain monetary damages from a director for breach of his or her duty of care. Although stockholders may continue to seek injunctive or other equitable relief for an alleged breach of fiduciary duty by a director, stockholders may not have any effective remedy against the challenged conduct if equitable remedies are unavailable.

The Successor Registrant’s amended and restated bylaws provide that the Successor Registrant will indemnify, to the fullest extent permitted by the DGCL, any person who was or is a party to any threatened, pending, or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) because he or she is or was a director or officer of the Successor Registrant, or is or was serving at the Successor Registrant’s request as a director or officer of the Successor Registrant or another corporation, partnership, joint venture, trust or other enterprise. BlackRock’s amended and restated bylaws provide that indemnification will be from and against expenses, liabilities, losses, attorneys’ fees, judgments, fines, ERISA excise taxes and amounts paid in settlement by the director or officer.

In connection with an offering of the securities registered hereunder, the registrant may enter into an underwriting agreement which may provide that the underwriters are obligated, under certain circumstances, to indemnify directors, officers and controlling persons of the registrant against certain liabilities, including liabilities under the Securities Act.

 

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See also the undertakings set out in response to Item 17 herein.

Item 16. Exhibits and Financial Statement Schedules.

The following is a list of all exhibits filed as a part of this registration statement on Form S-3.

 

Exhibit Number   Description
 1.1   Form of Underwriting Agreement.*
 3.1(1)   Amended and Restated Certificate of Incorporation of BlackRock, Inc.†
 3.2(1)   Certificate of Amendment to Amended and Restated Certificate of Incorporation of BlackRock, Inc.†
 3.3(1)   Amended and Restated Bylaws of BlackRock, Inc.†
 3.4(2)   Amended and Restated Certificate of Incorporation of BlackRock Finance, Inc.†
 3.5(2)   Amended and Restated Bylaws of BlackRock Finance, Inc.†
 4.1(3)   Specimen of Common Stock Certificate.†
 4.2(4)   Indenture, dated March  14, 2024, among BlackRock, Inc., BlackRock Finance, Inc. and The Bank of New York Mellon, as trustee (the “BlackRock Indenture”), relating to senior debt securities.†
 4.3(4)   First Supplemental Indenture, dated March  14, 2024, among BlackRock, Inc., BlackRock Finance, Inc. and The Bank of New York Mellon, as trustee.†
 4.4(4)   Form of Note for the 4.700% Notes due 2029 (included in Exhibit 4.3).†
 4.5(4)   Form of Note for the 5.000% Notes due 2034 (included in Exhibit 4.3).†
 4.6(4)   Form of Note for the 5.250% Notes due 2054 (included in Exhibit 4.3).†
 4.7(5)   Second Supplemental Indenture, dated July  26, 2024, among BlackRock , Inc., BlackRock, Inc. and The Bank of New York Mellon, as trustee.†
 4.8(5)   Form of Note for the 4.600% Notes due 2027 (included in Exhibit 4.7).†
 4.9(5)   Form of Note for the 4.900% Notes due 2035 (included in Exhibit 4.7).†
 4.10(5)   Form of Note for the 5.350% Notes due 2055 (included in Exhibit 4.7).†
 4.11(4)   Form of Senior Debt Security pursuant to the BlackRock Indenture (included in Exhibit 4.2).†
 4.12   Form of Preferred Stock Certificate.*
 4.13   Form of Warrant Agreement (including form of warrant certificate).*
 4.14   Form of Subscription Rights Agreement (including form of subscription rights certificate).*
 5.1   Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.**
22.1   Subsidiary Issuer of Guaranteed Securities.**
23.1   Consent of Deloitte & Touche LLP.**
23.2   Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1).**
24.1   Power of Attorney of BlackRock, Inc. (included in signature pages hereto).**
24.2   Power of Attorney of BlackRock Finance, Inc. (included in signature pages hereto).**
25.1(6)   Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended of The Bank of New York Mellon, as trustee for the BlackRock Indenture. †
107(6)   Calculation of Filing Fee Tables.†

 

*

To be filed by amendment to the Registration Statement or incorporated by reference from documents filed or to be filed with the SEC under the Exchange Act.

**

Filed herewith.

Previously filed.

(1)

Incorporated by reference to the Successor Registrant’s Current Report on Form 8-K 12B filed on October 1, 2024.

(2)

Incorporated by reference to the Predecessor Registrant’s Current Report on Form 8-K filed on October 1, 2024.

 

II-2


(3)

Incorporated by reference to the Predecessor Registrant’s Registration Statement on Form S-8 (Registration No. 333-137708) filed on September 29, 2006.

(4)

Incorporated by reference to the Predecessor Registrant’s Current Report on Form 8-K filed on March 14, 2024.

(5)

Incorporated by reference to the Predecessor Registrant’s Current Report on Form 8-K filed on July 26, 2024.

(6)

Incorporated by reference to the Registration Statement on Form S-3 (Registration No. 333-278583) filed on April 9, 2024.

Item 17. Undertakings.

 

(a)

Each of the undersigned registrants hereby undertakes:

 

  (1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

  (i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

 

  (ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” or “Calculation of Registration Fee” table, as applicable, in the effective registration statement; and

 

  (iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement or is contained in a form of prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933 that is part of the registration statement.

 

  2)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

  3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

  4)

That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

 

  (i)

Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

 

  (ii)

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in

 

II-3


  the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

 

  5)

That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

  (i)

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

 

  (ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

 

  (iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

 

  (iv)

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 

(b)

Each of the undersigned registrants hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of BlackRock’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, each of the registrants have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

 

II-4


(d)

Each of the undersigned registrants hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the SEC under Section 305(b) (2) of the Trust Indenture Act.

 

 

II-5


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on October 1, 2024.

 

BLACKROCK, INC.
Registrant
By:   /s/ Laurence D. Fink
  Name:   Laurence D. Fink
  Title:   Chairman, Chief Executive Officer and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Laurence D. Fink, Robert S. Kapito, Martin S. Small, Philippe Matsumoto, Christopher J. Meade, Laura Hildner and R. Andrew Dickson III, his or her true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution for him or her and his or her name, place and stead, in any and all capacities to sign the Registration Statement on Form S-3 to be filed in connection with the offerings of securities of BlackRock, Inc. and any and all amendments (including post-effective amendments) to this Registration Statement, and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act, as amended, and to file the same, with all exhibits thereto, and the other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agent, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorney-in-fact or his substitutes, each acting alone, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.

 

Signature    Title   Date

/s/ Laurence D. Fink

Laurence D. Fink

   Chairman, Chief Executive Officer and Director (Principal Executive Officer)   October 1, 2024

/s/ Martin S. Small

Martin S. Small

   Senior Managing Director and Chief Financial Officer (Principal Financial Officer)   October 1, 2024

/s/ Marc D. Comerchero

Marc D. Comerchero

   Managing Director and Chief Accounting Officer (Principal Accounting Officer)   October 1, 2024

/s/ Pamela Daley

Pamela Daley

   Director   October 1, 2024

/s/ William E. Ford

William E. Ford

   Director   October 1, 2024


/s/ Fabrizio Freda

Fabrizio Freda

   Director   October 1, 2024

/s/ Murry S. Gerber

Murry S. Gerber

   Director   October 1, 2024

/s/ Margaret L. Johnson

Margaret L. Johnson

   Director   October 1, 2024

/s/ Robert S. Kapito

Robert S. Kapito

   Director   October 1, 2024

/s/ Cheryl D. Mills

Cheryl D. Mills

   Director   October 1, 2024

/s/ Amin H. Nasser

Amin H. Nasser

   Director   October 1, 2024

/s/ Gordon M. Nixon

Gordon M. Nixon

   Director   October 1, 2024

/s/ Kristin Peck

Kristin Peck

   Director   October 1, 2024

/s/ Charles H. Robbins

Charles H. Robbins

   Director   October 1, 2024

/s/ Marco Antonio Slim Domit

Marco Antonio Slim Domit

   Director   October 1, 2024

/s/ Hans E. Vestberg

Hans E. Vestberg

   Director   October 1, 2024

/s/ Susan L. Wagner

Susan L. Wagner

   Director   October 1, 2024

/s/ Mark Wilson

Mark Wilson

   Director   October 1, 2024


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on October 1, 2024.

 

BLACKROCK FINANCE, INC.
Registrant
By:   /s/ Martin S. Small
  Name:   Martin S. Small
  Title:   Chief Financial Officer, Senior Managing Director and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Laurence D. Fink, Robert S. Kapito, Martin S. Small, Philippe Matsumoto, Christopher J. Meade, Laura Hildner and R. Andrew Dickson III, his or her true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution for him or her and his or her name, place and stead, in any and all capacities to sign the Registration Statement on Form S-3 to be filed in connection with the offerings of securities of BlackRock Finance, Inc. and any and all amendments (including post-effective amendments) to this Registration Statement, and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act, as amended, and to file the same, with all exhibits thereto, and the other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agent, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorney-in-fact or his substitutes, each acting alone, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.

 

Signature    Title   Date

*

Laurence D. Fink

   Chief Executive Officer (Principal Executive Officer)   October 1, 2024

/s/ Martin S. Small

Martin S. Small

   Chief Financial Officer, Senior Managing Director and Director (Principal Financial Officer and Principal Accounting Officer)   October 1, 2024

/s/ Robert Goldstein

Robert Goldstein

   Director   October 1, 2024

/s/ R. Andrew Dickson III

R. Andrew Dickson III

   Director   October 1, 2024

 

* By:   /s/ R. Andrew Dickson III
  Attorney-in-Fact and Agent

Exhibit 5.1

 

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

ONE MANHATTAN WEST

  

NEW YORK, NY 10001

 

—————-

 

TEL: (212) 735-3000

FAX: (212) 735-2000

www.skadden.com

 

October 1, 2024       

 

  

FIRM/AFFILIATE OFFICES

—————-

BOSTON

CHICAGO

HOUSTON

LOS ANGELES

PALO ALTO

WASHINGTON, D.C.

WILMINGTON

—————-

BEIJING

BRUSSELS

FRANKFURT

HONG KONG

LONDON

MUNICH

PARIS

SÃO PAULO

SEOUL

SHANGHAI

SINGAPORE

TOKYO

TORONTO

BlackRock, Inc.

50 Hudson Yards

New York, New York 10001

 

  RE:

BlackRock, Inc.

BlackRock Finance, Inc.

Post-Effective Amendment No. 1 to Registration

Statement on Form S-3

Ladies and Gentlemen:

We have acted as special United States counsel to BlackRock, Inc. (formerly BlackRock Funding, Inc.), a Delaware corporation (the “Company”), in connection with the registration statement on Form S-3 (File No. 333-278583) (the “Registration Statement”), originally filed by BlackRock Finance, Inc. (formerly BlackRock, Inc.), a Delaware corporation (the “Predecessor Registrant”), which is a direct wholly-owned subsidiary of the Company and a co-registrant on the Registration Statement, with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (the “Securities Act”) on April 9, 2024, as amended by Post-Effective Amendment No. 1 (the “Post-Effective Amendment”) to be filed on the date hereof by the Company and the Predecessor Registrant with the Commission under the Securities Act.

The Company became the successor to the Predecessor Registrant on October 1, 2024 pursuant to a reorganization of the Predecessor Registrant into a new holding company structure under the terms of that certain Transaction Agreement, dated January 12, 2024, as amended on September 30, 2024, among the Company, the Predecessor Registrant, Banana Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub”), and the other parties


BlackRock, Inc.

BlackRock Finance, Inc.

October 1, 2024

Page 2

 

thereto. To effect the reorganization, the Predecessor Registrant formed the Company and caused the Company to form Merger Sub. The new holding company structure was implemented pursuant to Section 251(g) of the Delaware General Corporation Law by the merger of Merger Sub with and into the Predecessor Registrant, with the Predecessor Registrant surviving as a direct wholly owned subsidiary of the Company.

In accordance with paragraph (d) of Rule 414 under the Securities Act, the Post-Effective Amendment is being filed by the Company, as the successor registrant to the Predecessor Registrant, to expressly adopt the Registration Statement as its own registration statement for all purposes of the Securities Act and under the Securities Exchange Act of 1934.

The Registration Statement, as amended by the Post-Effective Amendment, relates to the issuance and sale by the Company from time to time, pursuant to Rule 415 of the General Rules and Regulations of the Commission promulgated under the Securities Act (the “Rules and Regulations”), of (i) shares of common stock, par value $0.01 per share, of the Company (“Common Stock”), (ii) shares of preferred stock, par value $0.01 per share, of the Company (“Preferred Stock”), which may be issued in one or more series, (iii) senior debt securities of the Company (“Debt Securities”), which may be guaranteed by the Predecessor Registrant (the “Guarantees”), and which may be issued in one or more series under the indenture, dated as of March 14, 2024 (the “Indenture”), among the Company, the Predecessor Registrant and The Bank of New York Mellon, as trustee (the “Trustee”), which is filed as an exhibit to the Registration Statement, (iv) warrants to purchase shares of Common Stock, shares of Preferred Stock or Debt Securities (“Warrants”), which may be issued pursuant to one or more warrant agreements (each, a “Warrant Agreement”) proposed to be entered into by the Company and one or more warrant agents to be named therein, (v) subscription rights to purchase shares of Common Stock, shares of Preferred Stock or Debt Securities (“Subscription Rights”), which may be issued under one or more subscription rights certificates (each, a “Subscription Rights Certificate”) and/or pursuant to one or more subscription rights agreements (each, a “Subscription Rights Agreement”) proposed to be entered into by the Company and one or more subscription agents to be named therein, (vi) such indeterminate number of shares of Common Stock or Preferred Stock and indeterminate amount of Debt Securities as may be issued upon conversion, exchange or exercise, as applicable, of any Preferred Stock, Debt Securities, Warrants or Subscription Rights, including such shares of Common Stock or Preferred Stock as may be issued pursuant to anti-dilution adjustments determined at the time of offering (collectively, “Indeterminate Securities”). The Common Stock, Preferred Stock, Debt Securities, Warrants, Subscription Rights, Indeterminate Securities and the Guarantees offered pursuant to the Registration Statement are collectively referred to herein as the “Securities.”


BlackRock, Inc.

BlackRock Finance, Inc.

October 1, 2024

Page 3

 

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

In rendering the opinions stated herein, we have examined and relied upon the following:

(a) the Registration Statement, as amended by the Post-Effective Amendment;

(b) an executed copy of the Indenture and the form of senior note included therein;

(c) an executed copy of a certificate of R. Andrew Dickson III, Managing Director and Corporate Secretary of each of the Company and the Predecessor Registrant, dated the date hereof (the “Secretarys Certificate”);

(d) a copy of the Company’s amended and restated certificate of incorporation, as amended, certified by the Secretary of State of the State of Delaware as of October 1, 2024, and certified pursuant to the Secretary’s Certificate;

(e) a copy of the Company’s amended and restated bylaws, as amended and in effect as of the date hereof, and certified pursuant to the Secretary’s Certificate;

(f) a copy of the Predecessor Registrant’s amended and restated certificate of incorporation certified by the Secretary of State of the State of Delaware as of October 1, 2024, and certified pursuant to the Secretary’s Certificate;

(g) a copy of the Predecessor Registrant’s amended and restated bylaws, in effect as of the date hereof, and certified pursuant to the Secretary’s Certificate;

(h) copies of certain resolutions of the Board of Directors of the Company, adopted on March 4, 2024, April 9, 2024 and October 1, 2024, certified pursuant to the Secretary’s Certificate; and

(i) a copy of certain resolutions of the Board of Directors of the Predecessor Registrant, adopted on January 23-24, 2024, certified pursuant to the Secretary’s Certificate.


BlackRock, Inc.

BlackRock Finance, Inc.

October 1, 2024

Page 4

 

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and the Predecessor Registrant and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and the Predecessor Registrant and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinions stated below.

In our examination, we have assumed the genuineness of all signatures, including electronic signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photocopied copies, and the authenticity of the originals of such copies. As to any facts relevant to the opinions stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and the Predecessor Registrant and others and of public officials, including the facts and conclusions set forth in the Secretary’s Certificate.

We do not express any opinion with respect to the laws of any jurisdiction other than (i) the laws of the State of New York and (ii) the DGCL (all of the foregoing being referred to as “Opined-on Law”). The Securities may be issued from time to time on a delayed or continuous basis, and this opinion is limited to the laws, including the rules and regulations, as in effect on the date hereof, which laws are subject to change with possible retroactive effect.

As used herein, “Transaction Documents” means the Indenture, any supplemental indentures or officer’s certificates establishing the terms of the Debt Securities pursuant thereto, including any guarantee thereof, the Warrant Agreements, the Subscription Rights Certificates, the Subscription Rights Agreements and any applicable underwriting or purchase agreement.

The opinions stated in paragraphs 1 through 6 below presume that all of the following (collectively, the “general conditions”) shall have occurred prior to the issuance of the Securities referred to therein: (i) the Registration Statement, as finally amended (including all necessary post-effective amendments), has become effective under the Securities Act; (ii) an appropriate prospectus supplement or term sheet with respect to such Securities has been prepared, delivered and filed in compliance with the Securities Act and the applicable Rules and Regulations; (iii) the applicable Transaction Documents shall have been duly authorized, executed and delivered by the Company, the Predecessor Registrant, to the extent applicable, and the other parties thereto, including, if such Securities are to be sold or otherwise distributed


BlackRock, Inc.

BlackRock Finance, Inc.

October 1, 2024

Page 5

 

pursuant to a firm commitment underwritten offering, the underwriting agreement or purchase agreement with respect thereto; (iv) the Board of Directors of the Company and the Predecessor Registrant, to the extent applicable, including any duly authorized committee thereof, shall have taken all necessary corporate action to approve the issuance and sale of such Securities and related matters and appropriate officers of the Company and the Predecessor Registrant, to the extent applicable, have taken all related action as directed by or under the direction of the Board of Directors of the Company and the Predecessor Registrant, to the extent applicable; and (v) the terms of the applicable Transaction Documents and the issuance and sale of such Securities have been duly established in conformity with the certificate of incorporation of the Company or the Predecessor Registrant, to the extent applicable, so as not to violate any applicable law, the certificate of incorporation of the Company or the Predecessor Registrant, to the extent applicable, or the bylaws of the Company or the Predecessor Registrant, to the extent applicable, or result in a default under or breach of any agreement or instrument binding upon the Company or the Predecessor Registrant or their respective properties, to the extent applicable, and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company or the Predecessor Registrant or their respective properties, to the extent applicable.

Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that:

1. With respect to any shares of Common Stock offered by the Company, including any Indeterminate Securities constituting Common Stock (the “Offered Common Stock”), when (a) the general conditions shall have been satisfied, (b) if the Offered Common Stock is to be certificated, certificates in the form required under the DGCL representing the shares of Offered Common Stock are duly executed and countersigned or, if the Offered Common Stock is to be issued in uncertificated form, a resolution of the Board of Directors has duly authorized the issuance of the Offered Common Stock in uncertificated form and (c) the shares of Offered Common Stock are registered in the Company’s share registry and delivered upon payment of the agreed-upon consideration therefor, the shares of Offered Common Stock, when issued and sold or otherwise distributed in accordance with the provisions of the applicable Transaction Documents, will be duly authorized by all requisite corporate action on the part of the Company under the DGCL and validly issued, fully paid and nonassessable, provided that the consideration therefor is not less than $0.01 per share of Common Stock.


BlackRock, Inc.

BlackRock Finance, Inc.

October 1, 2024

Page 6

 

2. With respect to the shares of any series of Preferred Stock offered by the Company, including any Indeterminate Securities constituting Preferred Stock of such series (the “Offered Preferred Stock”), when (a) the general conditions shall have been satisfied, (b) the Board of Directors of the Company, or a duly authorized committee thereof, has duly adopted a Certificate of Designations for the Offered Preferred Stock in accordance with the DGCL (the “Certificate”), (c) the filing of the Certificate with the Secretary of State of the State of Delaware has duly occurred, (d) if the Offered Preferred Stock is to be certificated, certificates in the form required under the DGCL representing the shares of Offered Preferred Stock are duly executed and countersigned or, if the Offered Preferred Stock is to be issued in uncertificated form, a resolution of the Board of Directors has duly authorized the issuance of the Offered Preferred Stock in uncertificated form and (e) the shares of Offered Preferred Stock are registered in the Company’s share registry and delivered upon payment of the agreed-upon consideration therefor, the shares of Offered Preferred Stock, when issued and sold or otherwise distributed in accordance with the provisions of the applicable Transaction Documents, will be duly authorized by all requisite corporate action on the part of the Company under the DGCL and validly issued, fully paid and nonassessable, provided that the consideration therefor is not less than $0.01 per share of Preferred Stock.

3. With respect to any series of Debt Securities offered by the Company, including any Indeterminate Securities constituting Debt Securities of such series (the “Offered Debt Securities”), when (a) the general conditions shall have been satisfied, (b) the issuance, sale and terms of the Offered Debt Securities and related matters have been approved and established in conformity with the applicable Transaction Documents and (c) the certificates evidencing the Offered Debt Securities have been issued in a form that complies with the provisions of the applicable Transaction Documents and have been duly executed and authenticated in accordance with the provisions of the Indenture and any other applicable Transaction Documents and issued and sold or otherwise distributed in accordance with the provisions of the applicable Transaction Documents upon payment of the agreed-upon consideration therefor, the Offered Debt Securities will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms under the laws of the State of New York.

4. With respect to any Warrants offered by the Company (the “Offered Warrants”), when (a) the general conditions shall have been satisfied, (b) the Common Stock, Preferred Stock and/or Debt Securities for which the Offered Warrants are exercisable have been duly authorized for issuance by the Company and (c) certificates evidencing the Offered Warrants have been duly executed, delivered and countersigned in accordance with the provisions of the applicable Warrant Agreement, the Offered Warrants, when issued and sold or otherwise distributed in accordance with the provisions of the applicable Transaction Documents upon payment of the agreed-upon consideration therefor, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms under the laws of the State of New York.


BlackRock, Inc.

BlackRock Finance, Inc.

October 1, 2024

Page 7

 

5. With respect to any Subscription Rights offered by the Company (the “Offered Subscription Rights”), when (a) the general conditions shall have been satisfied, (b) the Common Stock, Preferred Stock and/or Debt Securities relating to such Offered Subscription Rights have been duly authorized for issuance by the Company and (c) the Subscription Rights Certificates have been duly executed, delivered and countersigned in accordance with the provisions of the applicable Subscription Rights Agreement, the Offered Subscription Rights, when issued and sold or otherwise distributed in accordance with the provisions of the applicable Transaction Documents upon payment of the agreed-upon consideration therefor, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms under the laws of the State of New York.

6. With respect to any Guarantees by the Predecessor Registrant of any series of Offered Debt Securities (the “Offered Guarantees”), when (a) the general conditions shall have been satisfied, (b) the issuance, sale and terms of the Offered Guarantees and related matters have been approved and established in conformity with the applicable Transaction Documents, (c) certificates (if any) evidencing the Offered Guarantees and the certificates evidencing the Offered Debt Securities guaranteed thereby have been duly executed and, if applicable, authenticated in accordance with the provisions of the Indenture and any other applicable Transaction Documents and (d) such Offered Debt Securities have been issued and sold or otherwise distributed in accordance with the provisions of the applicable Transaction Documents upon payment of the agreed-upon consideration therefor, the Offered Guarantees will constitute valid and binding obligations of the Predecessor Registrant, enforceable against the Company in accordance with their respective terms under the laws of the State of New York.

The opinions stated herein are subject to the following assumptions and qualifications:

(a) we do not express any opinion with respect to the effect on the opinions stated herein of any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, preference and other similar laws or governmental orders affecting creditors’ rights generally, and the opinions stated herein are limited by such laws and governmental orders and by general principles of equity (regardless of whether enforcement is sought in equity or at law);


BlackRock, Inc.

BlackRock Finance, Inc.

October 1, 2024

Page 8

 

(b) we do not express any opinion with respect to any law, rule or regulation that is applicable to any party to any of the Transaction Documents or the transactions contemplated thereby solely because such law, rule or regulation is part of a regulatory regime applicable to any such party or any of its affiliates as a result of the specific assets or business operations of such party or such affiliates;

(c) except to the extent expressly stated in the opinions contained herein, we have assumed that each of the Transaction Documents constitutes the valid and binding obligation of each party to such Transaction Document, enforceable against such party in accordance with its terms;

(d) we do not express any opinion with respect to the enforceability of any provision contained in any Transaction Document relating to any indemnification, contribution, non-reliance, exculpation, release, limitation or exclusion of remedies, waiver or other provisions having similar effect that may be contrary to public policy or violative of federal or state securities laws, rules or regulations, or to the extent any such provision purports to, or has the effect of, waiving or altering any statute of limitations;

(e) we do not express any opinion with respect to the enforceability of any provision of any Transaction Document to the extent that such section purports to bind the Company or the Predecessor Registrant to the exclusive jurisdiction of any particular federal court or courts;

(f) we call to your attention that irrespective of the agreement of the parties to any Transaction Document, a court may decline to hear a case on grounds of forum non conveniens or other doctrine limiting the availability of such court as a forum for resolution of disputes; in addition, we call to your attention that we do not express any opinion with respect to the subject matter jurisdiction of the federal courts of the United States of America in any action arising out of or relating to any Transaction Document;

(g) the opinions stated herein are limited to the agreements and documents specifically identified in the opinions contained herein (the “Specified Documents”) without regard to any agreement or other document referenced in any such Specified Document (including agreements or other documents incorporated by reference or attached or annexed thereto) and without regard to any other agreement or document relating to any such Specified Document that is not a Transaction Document;


BlackRock, Inc.

BlackRock Finance, Inc.

October 1, 2024

Page 9

 

(h) we have assumed that any agent of service will have accepted appointment as agent to receive service of process and call to your attention that we do not express any opinion if and to the extent such agent shall resign such appointment, further, we do not express any opinion with respect to the irrevocability of the designation of such agent to receive service of process;

(i) we have assumed that the choice of New York law to govern the Indenture and any supplemental indenture thereto is a valid and legal provision;

(j) we have assumed that the laws of the State of New York will be chosen to govern any Warrant Agreements and Subscription Rights Agreements and that such choice is and will be a valid and legal provision;

(k) subsequent to the effectiveness of the Indenture and immediately prior to the issuance of any series Offered Debt Securities, the Indenture has not been amended, restated, supplemented or otherwise modified in any way that affects or relates to such series of Offered Debt Securities other than by the applicable Transaction Documents relating to such series of Offered Debt Securities;

(l) this opinion letter shall be interpreted in accordance with customary practice of United States lawyers who regularly give opinions in transactions of this type;

(m) we do not express any opinion with respect to the enforceability of any provisions contained in the Offered Guarantees or the related Transaction Documents to the extent that such provisions provide that the obligations of the Company are absolute and unconditional irrespective of the enforceability or genuineness of the Indenture or the effect thereof on the opinions herein stated;

(n) we do not express any opinion with respect to the enforceability of any provisions contained in the Offered Guarantees or the related Transaction Documents to the extent that such provisions limit the obligation of the Company under the Indenture or any right of contribution of any party with respect to the Offered Guarantees;

(o) we do not express any opinion with respect to the enforceability of any provision contained in any Transaction Document providing for indemnity by any party thereto against any loss in obtaining the currency due to such party under any Transaction Document from a court judgment in another currency;


BlackRock, Inc.

BlackRock Finance, Inc.

October 1, 2024

Page 10

 

(p) we have assumed that the choice of a currency other than U.S. dollars as the currency in which any Securities may be denominated does not contravene any exchange control or other laws of the jurisdiction of any such currency, and further we call to your attention that a court may not award a judgment in any currency other than U.S. dollars; and

(q) to the extent that any opinion relates to the enforceability of the choice of New York law and choice of New York forum provisions contained in any Transaction Document, the opinions stated herein are subject to the qualification that such enforceability may be subject to, in each case, (i) the exceptions and limitations in New York General Obligations Law sections 5-1401 and 5-1402 and (ii) principles of comity and constitutionality.

In addition, in rendering the foregoing opinions we have further assumed that:

(a) neither the execution and delivery by the Company and the Predecessor Registrant of the Transaction Documents to which the Company or the Predecessor Registrant, as the case may be, is a party, nor the performance by the Company and the Predecessor Registrant of their respective obligations thereunder, including the issuance and sale of the applicable Securities (i) constitutes or will constitute a violation of, or a default under, any lease, indenture, agreement or other instrument to which the Company or the Predecessor Registrant or their respective property is subject, (ii) contravened or will contravene any order or decree of any governmental authority to which the Company or the Predecessor Registrant or their respective property is subject, or (iii) violates or will violate any law, rule or regulation to which the Company or the Predecessor Registrant or their respective property is subject (except that we do not make the assumption set forth in this clause (iii) with respect to the Opined-on Law); and

(b) neither the execution and delivery by the Company or the Predecessor Registrant of any Transaction Documents to which it is a party nor the performance by the Company or the Predecessor Registrant of their respective obligations thereunder, including the issuance and sale of the applicable Securities, requires or will require the consent, approval, licensing or authorization of, or any filing, recording or registration with, any governmental authority under any law, rule or regulation of any jurisdiction.


BlackRock, Inc.

BlackRock Finance, Inc.

October 1, 2024

Page 11

 

We hereby consent to the reference to our firm under the heading “Legal Matters” in the prospectus forming part of the Registration Statement. We also hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.

 

Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP

LKB

EXHIBIT 22.1

Subsidiary Issuer of Guaranteed Securities

BlackRock Finance, Inc. (formerly known as BlackRock, Inc.), a Delaware corporation (“Old BlackRock”), is a direct wholly owned subsidiary of BlackRock, Inc. (formerly known as BlackRock Funding, Inc.), a Delaware corporation (“New BlackRock”), and a guarantor of New BlackRock’s debt securities. New BlackRock is also an issuer of registered debt securities, which are guaranteed by Old BlackRock. As of October 1, 2024, the registered debt securities were as follows:

New BlackRock registered debt securities guaranteed by Old BlackRock:

 

Name of Issuer    State of Formation of Issuer    Description of Registered Debt
Securities

BlackRock, Inc.

  

Delaware

  

4.700% Notes due 2029

BlackRock, Inc.

  

Delaware

  

5.000% Notes due 2034

BlackRock, Inc.

  

Delaware

  

5.250% Notes due 2054

BlackRock, Inc.

  

Delaware

  

4.600% Notes due 2027

BlackRock, Inc.

  

Delaware

  

4.900% Notes due 2035

BlackRock, Inc.

  

Delaware

  

5.350% Notes due 2055

Old BlackRock registered debt securities guaranteed by New BlackRock:

 

Name of Issuer    State of Formation of Issuer    Description of Registered Debt
Securities

BlackRock Finance, Inc.

  

Delaware

  

1.250% Notes due 2025

BlackRock Finance, Inc.

  

Delaware

  

3.200% Notes due 2027

BlackRock Finance, Inc.

  

Delaware

  

3.250% Notes due 2029

BlackRock Finance, Inc.

  

Delaware

  

2.400% Notes due 2030

BlackRock Finance, Inc.

  

Delaware

  

1.900% Notes due 2031

BlackRock Finance, Inc.

  

Delaware

  

2.10% Notes due 2032

BlackRock Finance, Inc.

  

Delaware

  

4.750% Notes due 2033

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Post-Effective Amendment No. 1 to Registration Statement No. 333-278583 on Form S-3 (the “Registration Statement”) of our reports dated February 23, 2024 relating to the financial statements of BlackRock, Inc. and the effectiveness of BlackRock, Inc.’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of BlackRock, Inc. for the year ended December 31, 2023.

/s/ Deloitte & Touche LLP

New York, New York

October 1, 2024


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