BlackRock, Inc. (the “Company”) (NYSE:BLK) today announced that it has completed the secondary offering of 31,628,573 shares of common stock held by The PNC Financial Services Group, Inc. (“PNC”) (NYSE:PNC), including exercise in full of the underwriters’ option to purchase additional shares from PNC, at a price of $420 per share. The Company also announced the completion of its repurchase of approximately 2.7 million shares, at a price of $414.96 per share (representing the price paid by the underwriters in the offering), for an aggregate purchase amount of $1.1 billion. PNC disposed of a total of 34,279,430 shares pursuant to the offering and repurchase, resulting in PNC exiting its entire ownership position in BlackRock, other than 500,000 shares PNC intends to donate to The PNC Foundation.
“We’ve deeply valued the 25-year relationship we’ve had with PNC,” said Laurence D. Fink, Chairman and CEO of BlackRock. “It has been a mutually beneficial partnership and we’re pleased to have been able to deliver meaningful long-term value to the bank and its shareholders. I want to thank Tom O’Brien – then CEO of PNC – for the confidence and trust he placed in me and my co-founders when, in 1995, he decided to first invest in a still young start-up; Jim Rohr for his years of support while he led PNC; and Bill Demchak who we will miss having as a great member of the BlackRock board.
“This transaction marks an important milestone in BlackRock’s evolution as a public company and gives more investors than ever before the opportunity to participate in BlackRock’s future growth and performance over the long-term. I also want to welcome our newest shareholders who participated in the secondary offering, as well as many long-standing shareholders that reinforced their conviction in BlackRock by adding to their existing positions. BlackRock’s differentiated platform remains uniquely positioned to capture future growth.”
BlackRock did not receive any of the proceeds from the sale of shares of its common stock by PNC. The secondary offering occurred simultaneously in the United States and internationally through underwriters led by joint book-running managers, Morgan Stanley, Citi and Evercore ISI.
In connection with the PNC disposition, William S. Demchak has resigned from BlackRock’s board of directors.
BlackRock has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents BlackRock has filed with the SEC, including the prospectus supplement dated May 12, 2020, for more complete information about BlackRock and the offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the prospectus supplement, when available, if you request them by contacting (i) Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014; (ii) Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by telephone at 1-800-831-9146; or (iii) Evercore Group L.L.C., Attention: Equity Capital Markets, 55 East 52nd Street, New York, NY 10055 or by telephone at (888) 474-0200 or by email at firstname.lastname@example.org.
BlackRock’s purpose is to help more and more people experience financial well-being. As a fiduciary to investors and a leading provider of financial technology, our clients turn to us for the solutions they need when planning for their most important goals. As of March 31, 2020, the firm managed approximately $6.47 trillion in assets on behalf of investors worldwide. For additional information on BlackRock, please visit www.blackrock.com/corporate.
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” and 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.
BlackRock has previously disclosed risk factors in its SEC reports. These risk factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance and include: (1) a pandemic or health crisis, including the COVID-19 pandemic, and its impact on financial institutions, the global economy or capital markets, as well as BlackRock’s products, clients, vendors and employees, and BlackRock’s results of operations, the full extent of which may be unknown; (2) the introduction, withdrawal, success and timing of business initiatives and strategies; (3) 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 (“AUM”); (4) the relative and absolute investment performance of BlackRock’s investment products; (5) BlackRock’s ability to develop new products and services that address client preferences; (6) the impact of increased competition; (7) the impact of future acquisitions or divestitures; (8) BlackRock’s ability to integrate acquired businesses successfully; (9) the unfavorable resolution of legal proceedings; (10) the extent and timing of any share repurchases; (11) the impact, extent and timing of technological changes and the adequacy of intellectual property, information and cyber security protection; (12) attempts to circumvent BlackRock’s operational control environment or the potential for human error in connection with BlackRock’s operational systems; (13) the impact of legislative and regulatory actions and reforms and regulatory, supervisory or enforcement actions of government agencies relating to BlackRock or The PNC Financial Services Group, Inc. to the extent they remain applicable to BlackRock; (14) changes in law and policy and uncertainty pending any such changes; (15) 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; (16) the ability to attract and retain highly talented professionals; (17) fluctuations in the carrying value of BlackRock’s economic investments; (18) the impact of changes to tax legislation, including income, payroll and transaction taxes, and taxation on products or transactions, which could affect the value proposition to clients and, generally, the tax position of the Company; (19) BlackRock’s success in negotiating distribution arrangements and maintaining distribution channels for its products; (20) the failure by a key vendor of BlackRock to fulfill its obligations to the Company; (21) any disruption to the operations of third parties whose functions are integral to BlackRock’s exchange-traded funds platform; (22) the impact of BlackRock electing to provide support to its products from time to time and any potential liabilities related to securities lending or other indemnification obligations; and (23) the impact of problems at other financial institutions or the failure or negative performance of products at other financial institutions.