BLK GIP Investor Presentation
BLK GIP Investor Presentation
BLK GIP Investor Presentation
Acquisition of
Global Infrastructure
Partners (GIP)
Forward looking statements
This presentation, 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, including the anticipated timing, consummation and expected benefits of the
proposed GIP transaction. 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 Securities and Exchange Commission reports. These risk factors and those identified elsewhere in this presentation, among
others, could cause actual results to differ materially from forward-looking statements or historical performance and include: (1) the introduction, withdrawal, success and timing
of business initiatives and strategies; (2) 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 AUM; (3) the relative and absolute investment performance of BlackRock’s
investment products; (4) BlackRock’s ability to develop new products and services that address client preferences; (5) the impact of increased competition; (6) the impact of future
acquisitions or divestitures, including the acquisition of GIP (the “GIP Transaction”); (7) BlackRock’s ability to integrate acquired businesses successfully, including the GIP
Transaction; (8) risks related to the GIP Transaction, including the expected closing date of the GIP Transaction, the possibility that the GIP Transaction does not close, including,
but not limited to, due to the failure to satisfy the closing conditions, the possibility that expected synergies and value creation from the GIP Transaction will not be realized, or will
not be realized within the expected time period, and impacts to business and operational relationships related to disruptions from the GIP Transaction; (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, data, information and cybersecurity protection; (12) the failure to effectively manage the development and use of AI; (13) attempts to circumvent BlackRock’s operational
control environment or the potential for human error in connection with BlackRock’s operational systems; (14) the impact of legislative and regulatory actions and reforms,
regulatory, supervisory or enforcement actions of government agencies and governmental scrutiny relating to BlackRock; (15) changes in law and policy and uncertainty pending
any such changes; (16) any failure to effectively manage conflicts of interest; (17) damage to BlackRock’s reputation; (18) increasing focus from stakeholders regarding ESG
matters; (19) geopolitical unrest, terrorist activities, civil or international hostilities, and other events outside BlackRock’s control, including wars, natural disasters and health
crises, which may adversely affect the general economy, domestic and local financial and capital markets, specific industries or BlackRock; (20) climate-related risks to
BlackRock's business, products, operations and clients; (21) the ability to attract, train and retain highly qualified and diverse professionals; (22) fluctuations in the carrying value
of BlackRock’s economic investments; (23) the impact of changes to tax legislation, including income, payroll and transaction taxes, and taxation on products, which could affect
the value proposition to clients and, generally, the tax position of BlackRock; (24) BlackRock’s success in negotiating distribution arrangements and maintaining distribution
channels for its products; (25) the failure by key third-party providers of BlackRock to fulfill their obligations to BlackRock; (26) operational, technological and regulatory risks
associated with BlackRock’s major technology partnerships; (27) any disruption to the operations of third parties whose functions are integral to BlackRock’s ETF platform; (28)
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 (29) the impact of problems, instability or failure of other financial institutions or the failure or negative performance of products offered by other financial institutions.
BlackRock’s Annual Report on Form 10–K and BlackRock’s subsequent filings with the SEC, accessible on the SEC’s website at www.sec.gov and on BlackRock’s website at
www.blackrock.com, discuss these factors in more detail and identify additional factors that can affect forward–looking statements. The information contained on BlackRock’s
website is not a part of this presentation, and therefore, is not incorporated herein by reference.
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ongoing operating results may be enhanced if investors have additional non–GAAP financial measures. Management reviews non–GAAP financial measures to assess ongoing
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financial measures as a benchmark to compare its performance with other companies and to enhance the comparability of this information for the reporting periods presented.
Non–GAAP measures may pose limitations because they do not include all of BlackRock’s revenue and expense. BlackRock’s management does not advocate that investors
consider such non–GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Non–GAAP measures may not be
comparable to other similarly titled measures of other companies.
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A transformational opportunity
BlackRock to acquire GIP for $3B cash and approximately 12M BlackRock shares
Attractive Accretive to BLK organic growth, adjusted EPS & operating margin in first
financial full year4
transaction • Acquired business adds $400+ million of post-tax annual FRE at margins greater than 50%5
• Nearly doubles pro-forma private markets management fees to over $1.5 billion6
• Estimated 15% IRR, well in excess of cost of capital7
• Implied acquisition multiple of ~25-29x 2024E P/FRE excluding $650 million retention pool & future
carry – in-line with premium private markets franchises now valued at 25-35x P/FRE8
3
Infrastructure is forecasted to be one of the fastest-growing
segments of private markets
Industry infrastructure AUM1 $75T global infrastructure funding need2
2022-2040 cumulative infrastructure investment & needs, $T
Investment 40
16%
CAGR 2,541 Needs
10%
CAGR 23
1,190
729
7 5
Clients allocating more to infra in new market regime3 Infrastructure fares well in inflationary environments4
High growth / high inflation
Private Debt 43% 39% 18%
17% 16% 15%
Venture Capital 22% 43% 35% 23% Low growth / high inflation
4
Global Infrastructure Partners overview
Leading global infrastructure manager with strong track record and reputation for
operational excellence; $45 billion returned to investors through successful exits1
Largest independent infrastructure manager2, with $100+ billion in client assets across equity and debt supported
by approximately 400 employees3
Highly-differentiated deal origination through proprietary sourcing and distinct, high-volume deal flow
Leading investment, business improvement and business support teams with established track record of
delivering deep operational enhancements and investment performance
40+ portfolio companies have generated over $75 billion in annual revenue and employ approximately 115,000
people3
Consistently profitable business with $400+ million in 2024E post-tax FRE and 50%+ FRE margins4
Energy $33B
Asia renewables platform
Transport $32B
Water /
$3B U.S. data center platform
Waste
5
BlackRock’s existing infrastructure platform
Key highlights
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Combination creates second-largest global infrastructure
private markets business
Significant scaled infrastructure platform1… …creates #2 private markets infra manager
Infrastructure
Infrastructure Rank Asset manager client assets ($B)3
#14 #3
#1 Competitor #1 243
by client assets2 by client assets2
#3 Competitor #3 136
$50B+ $100B+
#4 Competitor #4 75
#5 Competitor #5 66
#6 Competitor #6 65
Client #7 Competitor #7 64
Assets
$150B+ 64
#8 Competitor #8
#9 Competitor #9 61
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Opportunities for significant value creation via growth
Proprietary • Brings together deep network of relationships with global corporates and public sectors
origination • Strong track records across both firms in originating differentiated, landmark transactions
Scaled
• Significant platform across equity, debt & solutions
capital base
• Creates leading multi-asset class, whole portfolio infra investments platform, with BlackRock
Strong infra debt & third-party solutions complementing GIP infra equity and debt franchises
business fit • Complementary investment expertise in infra equity - GIP acumen in transport/digital and
BlackRock innovation in decarbonization & interconnected insights in energy/renewables
Fixed cost • Not a primary rationale for transaction, but opportunities via eFront technology & operating
scale leverage of BlackRock to drive margin expansion over time
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Compelling value for BlackRock shareholders
Consideration1 • $3 billion of cash delivered at closing, funded by incremental debt
• BlackRock is currently rated AA- with S&P2 and Aa3 with Moody’s2
• This transaction is not expected to meaningfully change its leverage profile
• Approximately 12 million shares of BlackRock common stock
• ~7 million shares delivered at closing with 2-year lockup3
• ~5 million shares paid in ~5 years based on achievement of certain performance milestones
Indicative
valuation • Nominal value of ~$12.55 billion (including deferred shares and $650 million of retention)
• Acquired business adds $400 million+ of 2024E post-tax, margin-accretive FRE4
• Implied acquisition multiple of ~25-29x 2024E P/FRE excluding $650 million retention pool and
future carry – in-line with premium private markets franchises now trading at 25-35x P/FRE5
Retention
• GIP owners/employees will retain carry in existing funds, a significant source of long-term value
• ~$650 million of retention, to be funded out of transaction consideration
• ~60% of carried interest on future funds to be shared with combined infrastructure team
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Compelling value for BlackRock shareholders (cont’d)
Governance
• Bayo Ogunlesi, GIP founder, Chairman & CEO, to join BlackRock Board of Directors following
closing of transaction1
• Each GIP owner-seller will execute a shareholders’ agreement requiring that shares be voted in line
with recommendation of BlackRock’s Board of Directors
Financial
impact • Modestly accretive to as-adjusted EPS in first full year post-close2
• Modestly accretive to as-adjusted operating margin in first full year post-close2
• Accretive to long-term organic asset and base fee growth2
• Estimated 15% IRR, well in excess of cost of capital3
Timing • Expected to close in the third quarter of 2024, subject to customary regulatory approvals and other
closing conditions
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End notes
These notes refer to the financial metrics and/or defined term presented on:
Slide 3 – A transformational opportunity: BlackRock to acquire GIP for $3B cash and approximately 12M BlackRock shares
1. Source: Preqin. Ranking based on aggregate capital raised via closed-end commingled funds over the past 15 years, including interim and final closes, as of January 9, 2024.
2. BlackRock client assets as of December 31, 2023 and GIP client assets as of September 30, 2023. Client assets include assets across AUM and non-fee-paying committed
capital for each strategy. GIP AUM includes $17 billion of non-fee-paying capital.
3. Subject to completion of customary onboarding procedures, BlackRock has agreed to appoint Bayo Ogunlesi to the Board of Directors at the next regularly scheduled board
meeting following the closing of the transaction.
4. Source: BlackRock and GIP forecasts. Metrics shown on an as-adjusted basis and exclude certain transaction-related costs.
5. Source: BlackRock and GIP forecasts. Post-tax FRE and pre-tax FRE margin forecast for 2024E.
6. Pro-forma management fees as of 2025E, first full year post-closing.
7. Source: BlackRock and GIP forecasts. IRR shown for illustrative purposes only. Actual results could differ materially from those anticipated in forward-looking statements.
8. Based on analyst price targets and 2024E FRE for selected publicly traded alternative peers as of January 9, 2024.
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End notes (cont’d)
These notes refer to the financial metrics and/or defined term presented on:
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Important notes
The opinions expressed herein are as of January 2024 and are subject to change at any time due to changes in the market, the economic or regulatory environment or
for other reasons. The information should not be construed as research or relied upon in making investment decisions or be used as legal advice. An assessment should
be made as to whether the information is appropriate in individual circumstances and consideration should be given to talking to a professional adviser before making
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things, projections and forecasts. There is no guarantee that any forecasts made will come to pass.
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