UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
May 19, 2011
Merrill Lynch & Co., Inc.
(Exact name of registrant as specified in its charter)
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| Delaware |
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(State or Other Jurisdiction of
Incorporation)
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1-7182
(Commission File Number)
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13-2740599
(IRS Employer Identification No.) |
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Bank of America Corporate Center
100 North Tryon Street
Charlotte, North Carolina
(Address of principal executive offices)
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28255
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(704) 386-5681
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
Item 1.01 — Entry into a Material Definitive Agreement.
On May 19, 2011, Merrill Lynch & Co., Inc. (the “Company”), Merrill Lynch Group, Inc., a direct
wholly-owned subsidiary of the Company (“Merrill Lynch Group”), and BlackRock, Inc. (“BlackRock”)
entered into a Stock Repurchase Agreement, dated as of May 19, 2011 (the “Repurchase Agreement”).
In accordance with the terms of the Repurchase Agreement, Merrill Lynch Group has agreed to sell to
BlackRock and BlackRock has agreed to repurchase 13,562,878 shares of Series B non-voting
convertible participating preferred stock, par value $0.01 per share, of BlackRock (the “Series B
Preferred Stock”), for a purchase price of $187.65 per share (the “Repurchase Transaction”). The
Repurchase Transaction is currently expected to close on June 1, 2011, subject to customary closing
conditions (the “Closing Date”). The Repurchase Agreement contains customary representations and
warranties on the part of parties thereto and other customary terms.
On the Closing Date, Merrill Lynch Group is expected to receive proceeds of approximately $2.5
billion resulting in a pre-tax gain of approximately $375 million from the sale of the Series B Preferred Stock.
At
March 31, 2011, the Series B Preferred Stock owned by
Merrill Lynch Group represented an approximately 7%
economic interest in BlackRock. Upon completion of the Repurchase Transaction, Merrill Lynch Group
will cease to own any remaining shares of the Series B Preferred Stock.
The foregoing description of the Repurchase Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of the Repurchase Agreement, which is filed
as Exhibit 1.1 hereto, and is incorporated herein by reference.
Forward Looking Statements
Certain statements in this Current Report on Form 8-K are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 with respect to future events,
including the completion of the Repurchase Transaction, the Closing Date and the proceeds and
pre-tax gain expected to result from the Repurchase Transaction. These statements are not
guarantees and involve certain risks, uncertainties and assumptions that are difficult to predict
and often are beyond the Company’s control. Actual outcomes and results may differ materially from
those expressed in, or implied by, the forward-looking statements. You should not place undue
reliance on any forward-looking statement and should consider the following uncertainties and
risks: the closing of the Repurchase Transaction, including the satisfaction of the customary
closing conditions. Forward-looking statements speak only as of the date they are made, and the
Company undertakes no obligation to update any forward-looking statement to reflect the impact of
circumstances or events that arise after the date the forward-looking statement was made.