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BlackRock Finance, Inc. announced today that it has completed a series of strategic transactions, resulting in significant organizational changes. The company, previously known as BlackRock Inc (NYSE:BLK)., has merged with Banana Merger Sub, Inc., leading to BlackRock Finance becoming a wholly owned subsidiary of the newly named BlackRock, Inc. The merger was effective today, following an agreement that was initially made on January 12, 2024.
As part of the merger, BlackRock Finance has requested the New York Stock Exchange (NYSE) to delist its old common stock and expects to terminate its registration under the Securities Exchange Act. The company will continue to trade on the NYSE under the ticker symbol "BLK" without interruption.
The organizational changes include amendments to the company's certificate of incorporation and bylaws. These amendments reflect the name change to "BlackRock Finance, Inc." and adjust the total number of shares the company is authorized to issue. Additionally, the changes stipulate that certain actions involving the company will now require approval from the stockholders of the new parent company, BlackRock, Inc.
The directors of the company prior to the merger have been replaced by the directors of Merger Sub, with Martin Small, Robert Goldstein, and R. Andrew Dickson III now serving as directors of BlackRock Finance. The officers of Merger Sub have also assumed their respective roles in BlackRock Finance, including Laurence Fink as Chief Executive Officer and Robert Kapito as President.
In relation to compensation and benefit plans, BlackRock, Inc. has adopted and assumed all plans from BlackRock Finance as they were before the merger. This includes outstanding awards and the remaining shares available for issuance under these plans.
Furthermore, BlackRock Finance has notified the NYSE of its intention to voluntarily delist its Euro-denominated 1.250% Notes due 2025 and to deregister them. The notes will be delisted effective October 3, 2024, and are expected to be listed on The International Stock Exchange (TISE) around the same date.
This news comes from a recent SEC filing and marks a significant reshaping of BlackRock's corporate structure.
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