UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
This Current Report on Form 8-K is being filed in connection with the completion on July 1, 2025 (the “Closing Date”) of BlackRock, Inc.’s (the “Company”) previously announced acquisition of 100% of the business and assets of HPS Investment Partners (“HPS”), a leading global credit investment manager (the “Acquisition”).
In connection with the Acquisition, approximately 8.5 million units of BlackRock Saturn Subco, LLC, a consolidated subsidiary of the Company (“Subco Units”), were delivered to former equityholders of HPS. Such Subco Units are exchangeable into shares of the Company’s common stock on 1:1 basis (subject to customary adjustments). In addition, certain restricted stock units relating to shares of the Company’s common stock (“RSUs”) were issued to HPS employees, subject to certain vesting conditions.
Pursuant to the transaction agreement for the Acquisition (the “Transaction Agreement”), additional Subco Units may be issued in approximately five years, subject to achievement of certain post-closing conditions and financial performance milestones. The Transaction Agreement also contains a customary purchase price adjustment which may be satisfied by the issuance of additional Subco Units. In general, subject to the purchase price adjustment, if all contingent consideration is achieved, all Subco Units are exchanged for shares of the Company’s common stock (including those issued on the Closing Date), and all RSUs vest and are settled in the form of shares of the Company’s common stock, the Company does not expect to issue more than approximately 13.8 million additional shares of common stock in the aggregate (with approximately one million common shares issuable in respect of RSUs).
On the Closing Date, the Company issued a press release announcing the closing of the Acquisition, which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description of Exhibit | |
| 99.1 | Press Release, dated July 1, 2025. | |
| 104 | Cover Page Interactive Date File (embedded within the Inline XBRL document). | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BlackRock, Inc. | ||||||
| (Registrant) | ||||||
| Date: July 1, 2025 | ||||||
| By: | /s/ R. Andrew Dickson III | |||||
| R. Andrew Dickson III | ||||||
| Managing Director and Corporate Secretary | ||||||
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