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Exhibit
99.1
$700,000,000
BlackRock, Inc.
6.25% Notes Due
2017
Underwriting
Agreement
New York, New York
September 12,
2007
To the Representatives named
in
Schedule I hereto of the
several
Underwriters named
in
Schedule II
hereto
Ladies and Gentlemen:
BlackRock, Inc., a
corporation organized under the laws of Delaware (the
“Company”), proposes to sell to the several
underwriters named in Schedule II hereto (the
“Underwriters”), for whom you (the
“Representatives”) are acting as representatives, the
principal amount of its securities identified in Schedule I
hereto (the “Securities”), to be issued under an
indenture (the “Indenture”) to be dated as of
September 17, 2007, between the Company and The Bank of New
York, as trustee (the “Trustee”). To the extent there
are no additional Underwriters listed on Schedule I other than
you, the term Representatives as used herein shall mean you, as
Underwriters, and the terms Representatives and Underwriters shall
mean either the singular or plural as the context requires. Any
reference herein to the Registration Statement, the Base
Prospectus, any Preliminary Prospectus or the Final Prospectus
shall be deemed to refer to and include the documents incorporated
by reference therein pursuant to Item 12 of Form S-3
which were filed under the Exchange Act on or before the Effective
Date of the Registration Statement or the issue date of the Base
Prospectus, any Preliminary Prospectus or the Final Prospectus, as
the case may be; and any reference herein to the terms
“amend,” “amendment” or
“supplement” with respect to the Registration
Statement, the Base Prospectus, any Preliminary Prospectus or the
Final Prospectus shall be deemed to refer to and include the filing
of any document under the Exchange Act after the Effective Date of
the Registration Statement or the issue date of the Base
Prospectus, any Preliminary Prospectus or the Final Prospectus, as
the case may be, deemed to be incorporated therein by reference.
Certain terms used herein are defined in Section 20
hereof.
1. Representations and
Warranties . The Company represents and warrants to, and agrees
with, each Underwriter as set forth below in this
Section 1.
(a) The Company meets the
requirements for use of Form S-3 under the Act and has
prepared and filed with the Commission an automatic shelf
registration statement, as defined in Rule 405 (the file number of
which is set forth in Schedule I hereto) on Form S-3,
including a related Base Prospectus, for registration under the Act
of the offering and sale of the Securities. Such Registration
Statement, including any amendments thereto filed prior to the
Execution Time, became effective upon filing.
The Company may have filed
with the Commission, as part of an amendment to the Registration
Statement or pursuant to Rule 424(b), one or more preliminary
prospectus supplements relating to the Securities, each of which
has previously been furnished to you. The Company will file with
the Commission a final prospectus supplement relating to the
Securities in accordance with Rule 424(b). As filed, such final
prospectus supplement shall contain all information required by the
Act and the rules thereunder, and, except to the extent the
Representatives shall agree in writing to a modification, shall be
in all substantive respects in the form furnished to you prior to
the Execution Time or, to the extent not completed at the Execution
Time, shall contain only such specific additional information and
other changes (beyond that contained in the Base Prospectus and any
Preliminary Prospectus) as the Company has advised you, prior to
the Execution Time, will be included or made therein. The
Registration Statement, at the Execution Time, meets the
requirements set forth in Rule 415(a)(1)(x).
(b) On each Effective Date,
the Registration Statement did, and when the Final Prospectus is
first filed in accordance with Rule 424(b) and on the Closing
Date (as defined herein), the Final Prospectus (and any supplement
thereto) will, comply in all material respects with the applicable
requirements of the Act, the Exchange Act and the Trust Indenture
Act and the respective rules thereunder; on each Effective Date and
at the Execution Time, the Registration Statement did not and will
not contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary
in order to make the statements therein not misleading; on the
Effective Date and on the Closing Date, the Indenture did or will
comply in all material respects with the applicable requirements of
the Trust Indenture Act and the rules thereunder; and on the date
of any filing pursuant to Rule 424(b) and on the Closing Date,
the Final Prospectus (together with any supplement thereto) will
not include any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were
made, not misleading; provided , however , that the
Company makes no representations or warranties as to (i) that
part of the Registration Statement which shall constitute the
Statement of Eligibility and Qualification (Form T-1) under the
Trust Indenture Act of the Trustee or (ii) the information
contained in or omitted from the Registration Statement or the
Final Prospectus (or any supplement thereto) in reliance upon and
in conformity with information furnished in writing to the Company
by or on behalf of any Underwriter through the Representatives
specifically for inclusion in the Registration Statement or the
Final Prospectus (or any supplement thereto), it being understood
and agreed that the only such information furnished by or on behalf
of any Underwriter consists of the information described as such in
Section 8 hereof.
(c) (i) The Disclosure
Package and (ii) each electronic road show, when taken
together as a whole with the Disclosure Package, does not contain
any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not
misleading. The preceding sentence does not apply to statements in
or omissions from the Disclosure Package based upon and in
conformity with written information furnished to the Company by any
Underwriter through the Representatives specifically for use
therein, it being understood and agreed that the only such
information furnished by or on behalf of any Underwriter consists
of the information described as such in Section 8
hereof.
(d) (i) At the time of filing
the Registration Statement, (ii) at the time of the most
recent amendment thereto for the purposes of complying with
Section 10(a)(3) of the Act (whether such amendment was by
post-effective amendment, incorporated report filed pursuant to
Sections 13 or 15(d) of the Exchange Act or form of prospectus),
(iii) at the time the Company or any person acting on its
behalf (within the meaning, for this clause only, of Rule 163(c))
made any offer relating to the Securities in reliance on the
exemption in Rule 163, and (iv) at the Execution Time (with
such date being used as the determination date for purposes of this
clause (iv)), the Company was or is (as the case may be) a
“well-known seasoned issuer” as defined in Rule 405.
The Company agrees to pay the fees required by the Commission
relating to the Securities within the time required by Rule
456(b)(1) without regard to the proviso therein and otherwise in
accordance with Rules 456(b) and 457(r).
(e) (i) At the earliest time
after the filing of the Registration Statement that the Company or
another offering participant made a bona fide offer (within
the meaning of Rule 164(h)(2)) of the Securities and (ii) as
of the Execution Time (with such date being used as the
determination date for purposes of this clause (ii)), the Company
was not and is not an Ineligible Issuer (as defined in Rule 405),
without taking account of any determination by the Commission
pursuant to Rule 405 that it is not necessary that the Company be
considered an Ineligible Issuer.
(f) Each Issuer Free Writing
Prospectus and the final term sheet prepared and filed pursuant to
Section 5(b) hereto does not include any information that
conflicts with the information contained in the Registration
Statement, including any document incorporated therein by reference
and any prospectus supplement deemed to be a part thereof that has
not been superseded or modified. The foregoing sentence does not
apply to statements in or omissions from any Issuer Free Writing
Prospectus based upon and in conformity with written information
furnished to the Company by any Underwriter through the
Representatives specifically for use therein, it being understood
and agreed that the only such information furnished by or on behalf
of any Underwriter consists of the information described as such in
Section 8 hereof.
(g) Each of the Company and
each significant subsidiary of the Company, as defined by Rule
1-02(w) of Regulation S-X (the “subsidiaries”) has been
duly incorporated and is validly existing as a corporation or
limited liability company, as the case may be, in good standing
under the laws of the jurisdiction in which it is chartered or
organized with full corporate or limited liability company power
and authority, as the case may be, to own or lease, as the case may
be, and to operate its properties and conduct its business as
described in the Disclosure Package and the Prospectus, and is duly
qualified to do business as a foreign corporation and is in good
standing under the laws of each jurisdiction which requires such
qualification, except where the failure to be so qualified would
not, individually or in the aggregate, reasonably be expected to
have a material adverse effect on the condition (financial or
otherwise), earnings, business or properties of the Company and its
subsidiaries, taken as a whole, whether
or not arising from
transactions in the ordinary course of business except as set forth
in or contemplated in the Disclosure Package and the Prospectus
(exclusive of any supplement thereto).
(h) This Agreement has been
duly authorized, executed and delivered by the Company.
(i) The Company is not and,
solely after giving effect to the offering and sale of the
Securities and the application of the proceeds thereof as described
in the Disclosure Package and the Prospectus, will not be an
“investment company” as defined in the Investment
Company Act of 1940, as amended.
(j) No consent, approval,
authorization, filing with or order of any court or governmental
agency or body is required in connection with the transactions
contemplated herein, except such as have been obtained under the
Act and the Trust Indenture Act and such as may be required under
the blue sky laws of any jurisdiction in connection with the
purchase and distribution of the Securities by the Underwriters in
the manner contemplated herein and in the Disclosure Package and
the Prospectus.
(k) Neither the issue and
sale of the Securities nor the consummation of any other of the
transactions herein contemplated nor the fulfillment of the terms
hereof will conflict with, result in a breach or violation of, or
imposition of any lien, charge or encumbrance upon any property or
assets of the Company or any of its subsidiaries pursuant to,
(i) the charter or by-laws or similar organizational document
of the Company or any of its subsidiaries, (ii) the terms of
any indenture, contract, lease, mortgage, deed of trust, note
agreement, loan agreement or other agreement, obligation,
condition, covenant or instrument to which the Company or any of
its subsidiaries is a party or bound or to which its or their
property is subject, or (iii) any statute, law, rule,
regulation, judgment, order or decree applicable to the Company or
any of its subsidiaries of any court, regulatory body,
administrative agency, governmental body, arbitrator or other
authority having jurisdiction over the Company or any of its
subsidiaries or any of its or their properties, except, in the case
of clause (ii) and (iii) above, for such conflicts,
breaches, violations, liens, charges or encumbrances as would not,
individually or in the aggregate, reasonably be expected to have a
material adverse effect on the issuance or sale of the Securities
or on the performance of this Agreement by the Company or the
consummation by the Company of any of the transactions contemplated
hereby or on the condition (financial or otherwise), earnings,
business or properties of the Company and its subsidiaries, taken
as a whole.
(l) The consolidated
historical financial statements of the Company and its consolidated
subsidiaries incorporated by reference in the Preliminary
Prospectus, the Prospectus and the Registration Statement present
fairly in all material respects the financial condition, results of
operations and cash flows of the Company as of the dates and for
the periods indicated, comply as to form with the applicable
accounting requirements of the Act and have been prepared in
conformity with generally accepted accounting principles applied on
a consistent basis throughout the periods involved (except as
otherwise noted therein). The selected financial data set forth
under the caption “Summary Consolidated Historical Financial
Data” in the Preliminary
Prospectus, the Prospectus
and Registration Statement fairly present, in the Preliminary
Prospectus, the Prospectus and the Registration Statement, the
information included therein. The pro forma condensed combined
statement of income incorporated by reference in the Preliminary
Prospectus, the Prospectus and the Registration Statement include
assumptions that provide a reasonable basis for presenting the
significant effects directly attributable to the transactions and
events described therein, the related pro forma adjustments give
appropriate effect to those assumptions, and the pro forma
adjustments reflect the proper application of those adjustments to
the historical financial statement amounts in the pro forma
condensed combined statement of income incorporated by reference in
the Preliminary Prospectus, the Prospectus and the Registration
Statement. The pro forma condensed combined statement of income
incorporated by reference in the Preliminary Prospectus, the
Prospectus and the Registration Statement complies as to form in
all material respects with the applicable accounting requirements
of Regulation S-X under the Act and the pro forma adjustments have
been properly applied to the historical amounts in the compilation
of those statements.
(m) No action, suit or
proceeding by or before any court or governmental agency, authority
or body or any arbitrator involving the Company or any of its
subsidiaries or its or their property is pending or, to the best
knowledge of the Company, threatened that (i) could reasonably
be expected to have a material adverse effect on the performance of
this Agreement or the consummation of any of the transactions
contemplated hereby or (ii) could reasonably be expected to
have a material adverse effect on the condition (financial or
otherwise), earnings, business or properties of the Company and its
subsidiaries, taken as a whole, whether or not arising from
transactions in the ordinary course of business, except as set
forth in or contemplated in the Disclosure Package and the
Prospectus (exclusive of any supplement thereto).
(n) Neither the Company nor
any subsidiary is in violation or default of (i) any provision
of its charter or bylaws or similar organizational documents,
(ii) the terms of any indenture, contract, lease, mortgage,
deed of trust, note agreement, loan agreement or other agreement,
obligation, condition, covenant or instrument to which it is a
party or bound or to which its property is subject, or
(iii) any statute, law, rule, regulation, judgment, order or
decree of any court, regulatory body, administrative agency,
governmental body, arbitrator or other authority having
jurisdiction over the Company or such subsidiary or any of its
properties, as applicable, except for such conflicts, breaches or
violations, in the cases of clauses (ii) and (iii), that would
not, individually or in the aggregate, reasonably be expected to
have a material adverse effect on the condition (financial or
otherwise), earnings, business or properties of the Company
and its subsidiaries, taken as a whole, whether or not arising from
transactions in the ordinary course of business.
(o) To the knowledge of the
Company, Deloitte & Touche LLP, who have audited certain
financial statements of the Company and its consolidated
subsidiaries and delivered their report with respect to the audited
consolidated financial statements incorporated by reference in the
Disclosure Package and the Prospectus, is an independent registered
public accounting firm with respect to the Company within the
meaning of the Act and the applicable published rules and
regulations thereunder.
(p) The Company and its
subsidiaries possess all licenses, certificates, permits and other
authorizations issued by all applicable authorities necessary to
conduct their respective businesses, and neither the Company nor
any such subsidiary has received any notice of proceedings relating
to the revocation or modification of any such certificate,
authorization or permit which, singly or in the aggregate, if the
subject of an unfavorable decision, ruling or finding, would have a
material adverse effect on the condition (financial or otherwise),
earnings, business or properties of the Company and its
subsidiaries, taken as a whole, whether or not arising from
transactions in the ordinary course of business, except as set
forth in or contemplated in the Disclosure Package and the
Prospectus (exclusive of any supplement thereto).
(q) The Company and each of
its subsidiaries maintain a system of internal accounting controls
sufficient to provide reasonable assurance that
(i) transactions are executed in accordance with
management’s general or specific authorizations;
(ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with generally
accepted accounting principles and to maintain asset
accountability; (iii) access to assets is permitted only in
accordance with management’s general or specific
authorization; and (iv) the recorded accountability for assets
is compared with the existing assets at reasonable intervals and
appropriate action is taken with respect to any differences. The
Company and its subsidiaries’ internal controls over
financial reporting are effective and the Company and its
subsidiaries are not aware of any material weakness in their
internal controls over financial reporting.
(r) The Company maintains
“disclosure controls and procedures” (as such term is
defined in Rule 13a-15(e) under the Exchange Act); such disclosure
controls and procedures are effective in all material respects in
providing reasonable assurance that information required to be
disclosed by the Company in the reports that the Company files or
submits under the Exchange Act is recorded, processed, summarized
and reported, within the time periods specified in the rules and
forms of the Commission, including, without limitation, controls
and procedures designed to ensure that information required to be
disclosed by the Company, in the reports that it files or submits
under the Exchange Act is accumulated and communicated to the
Company’s management, including its principal executive
officer or officers and its principal financial officer or
officers, or persons performing similar functions, as appropriate
to allow timely decisions regarding required disclosure.
(s) The Company has not
taken, directly or indirectly, any action designed to or that would
constitute or that might reasonably be expected to cause or result
in, under the Exchange Act or otherwise, stabilization or
manipulation of the price of any security of the Company to
facilitate the sale or resale of the Securities.
Any certificate signed by any
officer of the Company and delivered to the Representatives or
counsel for the Underwriters in connection with the offering of the
Securities shall be deemed a representation and warranty by the
Company, as to matters covered thereby, to each
Underwriter.
2. Purchase and Sale .
Subject to the terms and conditions and in reliance upon the
representations and warranties herein set forth, the Company agrees
to sell to each Underwriter, and each Underwriter agrees, severally
and not jointly, to purchase from the Company, at the purchase
price set forth in Schedule I hereto the principal amount of
the Securities set forth opposite such Underwriter’s name in
Schedule II hereto.
3. Delivery and
Payment . Delivery of and payment for the Securities shall be
made on the date and at the time specified in Schedule I
hereto or at such time on such later date not more than three
Business Days after the foregoing date as the Representatives shall
designate, which date and time may be postponed by agreement
between the Representatives and the Company or as provided in
Section 9 hereof (such date and time of delivery and
payment for the Securities being herein called the “Closing
Date”). Delivery of the Securities shall be made to the
Representatives for the respective accounts of the several
Underwriters against payment by the several Underwriters through
the Representatives of the purchase price thereof to or upon the
order of the Company by wire transfer payable in same-day funds to
an account specified by the Company. Delivery of the Securities
shall be made through the facilities of The Depository Trust
Company unless the Representatives shall otherwise
instruct.
4. Offering by
Underwriters . It is understood that the several Underwriters
propose to offer the Securities for sale to the public as set forth
in the Final Prospectus.
5. Agreements . The
Company agrees with the several Underwriters that:
(a) Prior to the termination
of the offering of the Securities, the Company will not file any
amendment of the Registration Statement or supplement (including
the Final Prospectus or any Preliminary Prospectus) to the Base
Prospectus unless the Company has furnished you a copy for your
review prior to filing and will not file any such proposed
amendment or supplement to which you reasonably object. The Company
will cause the Final Prospectus, properly completed, and any
supplement thereto to be filed in a form approved by the
Representatives with the Commission pursuant to the applicable
paragraph of Rule 424(b) within the time period prescribed and
will provide evidence satisfactory to the Representatives of such
timely filing. The Company will promptly advise the Representatives
(i) when the Final Prospectus, and any supplement thereto,
shall have been filed (if required) with the Commission pursuant to
Rule 424(b), (ii) when, prior to termination of the
offering of the Securities, any amendment to the Registration
Statement shall have been filed or become effective, (iii) of
any request by the Commission or its staff for any amendment of the
Registration Statement, or any Rule 462(b) Registration
Statement, or for any supplement to the Final Prospectus or for any
additional information, (iv) of the issuance by the Commission
of any stop order suspending the effectiveness of the Registration
Statement or of any notice objecting to its use or the institution
or threatening of any proceeding for that purpose and (v) of
the receipt by the Company of any notification with respect to the
suspension of the qualification of the Securities for sale in any
jurisdiction or the institution or threatening of any proceeding
for such purpose. The Company will use its best efforts to prevent
the issuance of any such stop order or the occurrence of any such
suspension or objection
to the use of the
Registration Statement and, upon such issuance, occurrence or
notice of objection, to obtain as soon as possible the withdrawal
of such stop order or relief from such occurrence or objection,
including, if necessary, by filing an amendment to the Registration
Statement or a new registration statement and using its best
efforts to have such amendment or new registration statement
declared effective as soon as practicable.
(b) To prepare a final term
sheet, containing solely a description of final terms of the
Securities and the offering thereof, in the form approved by you
and attached as Schedule IV hereto and to file such term sheet
pursuant to Rule 433(d) within the time required by such
Rule.
(c) If, at any time prior to
the filing of the Final Prospectus pursuant to Rule 424(b), any
event occurs as a result of which the Disclosure Package would
include any untrue statement of a material fact or omit to state
any material fact necessary to make the statements therein in the
light of the circumstances under which they were made or the
circumstances then prevailing not misleading, the Company will
(i) notify promptly the Representatives so that any use of the
Disclosure Package may cease until it is amended or supplemented;
(ii) amend or supplement the Disclosure Package to correct
such statement or omission; and (iii) supply any amendment or
supplement to you in such quantities as you may reasonably
request.
(d) If, at any time when a
prospectus relating to the Securities is required to be delivered
under the Act (including in circumstances where such requirement
may be satisfied pursuant to Rule 172), any event occurs as a
result of which the Final Prospectus as then supplemented would
include any untrue statement of a material fact or omit to
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