BlackRock expects to close its previously announced acquisition of Global Infrastructure Partners (GIP) on Oct. 1, 2024, subject to regulatory approvals and other customary closing conditions.
Pursuant to the transaction agreement executed with respect to the GIP transaction, BlackRock will acquire GIP by first effecting a merger in accordance with Section 251(g) of the Delaware General Corporation Law. A direct wholly-owned subsidiary of BlackRock Funding, which is a wholly-owned subsidiary of BlackRock, will merge with and into BlackRock, with BlackRock surviving the merger as a direct wholly-owned subsidiary of New BlackRock. Existing shares of BlackRock common stock will be automatically converted, on a one-for-one basis, into shares of common stock of New BlackRock, which will become the publicly listed company with the name “BlackRock, Inc.” and will acquire all of the issued and outstanding limited liability company interest of GIP. New BlackRock will retain the ticker symbol “BLK,” and trading will continue uninterrupted on the New York Stock Exchange (NYSE). The board and the executive officers of BlackRock will continue in their same roles at New BlackRock following the merger.
In connection with the closing of the GIP Transaction, BlackRock has also notified the NYSE of its intention to voluntarily delist from the NYSE and deregister its Euro-denominated 1.250% notes due 2025. BlackRock’s decision to withdraw the 2025 notes from listing on the NYSE and registration under the Securities Exchange Act of 1934 was based on its decision to make BlackRock a wholly-owned subsidiary of New BlackRock and to delist BlackRock’s common stock from the NYSE and withdraw registration of BlackRock’s common stock under the exchange act. The 2025 notes will remain outstanding and BlackRock has applied for admission of the 2025 notes to the official list of The International Stock Exchange (TISE) to be effective following the closing of the GIP transaction.
To delist the 2025 notes from the NYSE, BlackRock will file a notification of removal from listing on Form 25 relating to the delisting on or about Sept. 23, 2024 with the Securities and Exchange Commission (the SEC). The delisting will be effective on the 10th day following filing of the Form 25, and the 2025 notes will no longer trade on the NYSE effective on such date. BlackRock reserves the right to delay the filing of the Form 25 for any reason, including, without limitation, in the event that the GIP transaction is delayed or is not completed for any reason.
