BlackRock Multi-Sector Opportunities Trust (MSO)
Filed: 1 Apr 19, 12:01pm
As filed with the Securities and Exchange Commission on April 1, 2019
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT
(Under Section 14(d)(1) or 13(e)(1) of the
Securities Exchange Act of 1934)
BlackRock Multi-Sector Opportunities Trust
(Name of Issuer)
BlackRock Multi-Sector Opportunities Trust
(Names of Filing Person(s) (Issuer))
Common Shares of Beneficial Interest, Par Value $0.001 per share
(Title of Class of Securities)
09190C104
(CUSIP Number of Class of Securities)
John Perlowski
BlackRock Multi-Sector Opportunities Trust
55 East 52nd Street
New York, New York 10055
1-800-441-7762
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Person(s))
Copies to:
| Margery K. Neale, Esq. | Janey Ahn, Esq. | |
| Willkie Farr & Gallagher LLP | BlackRock Advisors, LLC | |
| 787 Seventh Avenue | 55 East 52nd Street | |
| New York, New York 10019--6099 | New York, New York 10055 |
CALCULATION OF FILING FEE
| Transaction Value | Amount of Filing Fee | |
| $11,055,573(a) | $1,339.94 (b) |
| (a) | Estimated for purposes of calculating the amount of the filing fee only. The amount is based upon the offer to purchase up to 116,448 common shares of beneficial interest (2.5% of the common shares of beneficial interest outstanding as of March 26, 2019, rounded to the nearest whole share) in the offer based upon a price of $94.94 (the net asset value per share on March 26, 2019). |
| (b) | Calculated at $121.20 per $1,000,000 of the Transaction Value, pursuant to Rule0-11 of the Securities Exchange Act of 1934, as amended. |
| ☐ | Check box if any part of the fee is offset as provided by Rule0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. |
| Amount Previously Paid: | Not applicable | |||
| Form or Registration No.: | Not applicable | |||
| Filing Party: | Not applicable | |||
| Date Filed: | Not applicable |
| ☐ | Check box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes to designate any transactions to which this statement relates:
| ☐ | third party tender offer subject to Rule14d-1 |
| ☒ | issuer tender offer subject to Rule13e-4 |
| ☐ | going-private transaction subject to Rule13e-3 |
| ☐ | amendment to Schedule 13D under Rule13d-2 |
Check the following box if the filing is a final amendment reporting the results of the tender offer.
Introductory Statement
This Issuer Tender Offer Statement on Schedule TO relates to an offer by BlackRock Multi-Sector Opportunities Trust, a Delaware statutory trust (the “Trust”), to repurchase 2.5% of its issued and outstanding common shares of beneficial interest, par value $0.001 per share (the “Shares”), in exchange for cash at a price equal to the net asset value (“NAV”) per Share (the “Purchase Price”) determined as of the close of the regular trading session of the New York Stock Exchange (the “NYSE”) on the day the offer expires (the “Pricing Date”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 1, 2019 (the “Offer to Repurchase”), and in the related Letter of Transmittal which are filed as exhibits to this Schedule TO.
This Issuer Tender Offer Statement on Schedule TO is being filed in satisfaction of the reporting requirements of Rule13e-4(c)(2) promulgated under the Securities Exchange Act of 1934, as amended.
The information set forth in the Offer to Repurchase and the related Letter of Transmittal is incorporated herein by reference in answer to Items 1 through 11 of Schedule TO.
| Item 1. | Summary Term Sheet |
The information set forth under “Summary Term Sheet” in the Offer to Purchase is incorporated herein by reference.
| Item 2. | Subject Company Information |
(a) The name of the issuer is BlackRock Multi-Sector Opportunities Trust, anon-diversifiedclosed-end management investment company, organized as a Delaware statutory trust (the “Trust”). The principal executive offices of the Trust are located at 100 Bellevue Parkway, Wilmington, Delaware 19809. The telephone number of the Trust is (800)882-0052.
(b) The title of the securities being sought is common shares of beneficial interest, par value $0.001 per share. As of March 26, 2019, there were 4,657,908 Shares issued and outstanding.
(c) There is no established trading market for the Shares.
| Item 3. | Identity and Background of Filing Person |
(a) The Trust is the filing person. The information set forth in the Offer to Purchase under “Certain Information about the Trust” is incorporated herein by reference.
| Item 4. | Terms of the Transaction |
(a)(1) The following sections of the Offer to Purchase contain a description of the material terms of the transaction and are incorporated herein by reference:
| • | “Summary Term Sheet” |
| • | “Price; Number of Shares” |
| • | “Purpose of the Offer” |
| • | “Plans or Proposals of the Trust” |
| • | “Certain Conditions of the Offer” |
| • | “Procedures for Tendering Shares for Purchase” |
| • | “Withdrawal Rights” |
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| • | “Payment for Shares” |
| • | “Source and Amount of Consideration” |
| • | “Effects of the Offer; Consequences of Participation” |
| • | “Interests of Trustees and Officers; Transactions and Arrangement Concerning the Shares” |
| • | “Certain Information about the Trust” |
| • | “Certain U.S. Federal Income Tax Consequences” |
| • | “Amendments; Extensions of Repurchase Period; Termination” |
| • | “Fees and Expenses” |
(a)(2) Not applicable.
(b) The information set forth in the Offer to Purchase under “Interests of Trustees and Officers; Transactions and Arrangements Concerning the Shares” is incorporated herein by reference.
| Item 5. | Past Contracts, Transactions, Negotiations and Agreements |
(e) The information set forth in the Offer to Purchase under “Purpose of the Offer;” “Plans or Proposals of the Trust,” “Interests of Trustees and Officers; Transactions and Arrangements Concerning the Shares” and “Certain Information About the Trust” is incorporated herein by reference.
| Item 6. | Purposes of the Transaction and Plans or Proposals |
(a) The information set forth in the Offer to Purchase under “Purpose of the Offer” and “Plans or Proposals of the Trust” is incorporated herein by reference.
(b) The information set forth in the Offer to Purchase under “Purpose of the Offer” is incorporated herein by reference.
(c) The information set forth in the Offer to Purchase under “Purpose of the Offer” and “Plans or Proposals of the Trust” is incorporated herein by reference.
| Item 7. | Source and Amount of Funds or Other Considerations |
(a) The information set forth in the Offer to Purchase under “Source and Amount of Consideration” is incorporated herein by reference.
(b) The information set forth in the Offer to Purchase under “Source and Amount of Consideration” is incorporated herein by reference.
(d) The information set forth in the Offer to Purchase under “Source and Amount of Consideration” is incorporated herein by reference.
| Item 8. | Interests in Securities of the Subject Company |
(a) The information set forth in the Offer to Purchase under “Interests of Trustees and Officers; Transactions and Arrangements Concerning the Shares” is incorporated herein by reference.
(b) The information set forth in the Offer to Purchase under “Interests of Trustees and Officers; Transactions and Arrangements Concerning the Shares” is incorporated herein by reference.
| Item 9. | Persons/Assets Retained, Employed, Compensated or Used |
(a) No persons have been directly or indirectly employed, retained, or are to be compensated by or on behalf of the Trust to make solicitations or recommendations in connection with the Offer to Purchase.
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| Item 10. | Financial Statements |
Not applicable.
| Item 11. | Additional Information |
(a)(1) The information set forth in the Offer to Purchase under “Interests of Trustees and Officers; Transactions and Arrangements Concerning the Shares” is incorporated herein by reference.
(a)(2) None.
(a)(3) Not applicable.
(a)(4) Not applicable.
(a)(5) None.
(c) Not applicable.
| Item 12. | Exhibits |
(a)(1)(i) | Offer to Purchase, dated April 1, 2019.* | |||
(a)(1)(ii) | Form of Letter of Transmittal.* | |||
(a)(2) | None. | |||
(a)(3) | Not Applicable. | |||
(a)(4) | Not Applicable. | |||
(a)(5) | Press release issued on March 22, 2019 (1) | |||
(b) | None. | |||
(d)(1) | Form of Automatic Dividend Reinvestment Plan (2) | |||
(d)(2) | Form of Investment Management Agreement between the Registrant and BlackRock Advisors, LLC (2) | |||
(d)(3) | Form of Sub-Investment Advisory Agreement between BlackRock Advisors, LLC and BlackRock International Limited (2) | |||
(d)(4) | Form of Sub-Investment Advisory Agreement between BlackRock Advisors, LLC and BlackRock (Singapore) Limited (2) | |||
(d)(5) | Second Amended and Restated Deferred Compensation Plan (2) | |||
(d)(6) | Form of Transfer Agency and Service Agreement, Side Agreement and Fee Letter between the Registrant and Computershare Trust Company, N.A. and Computershare Inc. (2) | |||
(d)(7) | Administration and Fund Accounting Services Agreement between the Registrant and State Street (3) | |||
(d)(8) | Master Custodian Agreement between the Registrant and State Street (3) | |||
(g) | None. | |||
(h) | None. | |||
| * | Filed herewith. |
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| (1) | Incorporated by reference to the Registrant’s ScheduleTO-C, as filed with the SEC on March 21, 2019. |
| (2) | Incorporated by reference to the corresponding Exhibits to Registrant’sPre-Effective Amendment No. 2 to the Registration Statement on FormN-2, as filed with the SEC on November 13, 2017. |
| (3) | Incorporated by reference to the corresponding Exhibits to the ScheduleTO-I of BlackRock Debt Strategies Fund, Inc., as filed with the SEC on March 15, 2019. |
| Item 13. | Information Required By Schedule13E-3 |
Not Applicable.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| BlackRock Multi-Sector Opportunities Trust | ||
| By: | /s/ John M. Perlowski | |
| Name: John M. Perlowski | ||
| Title: President | ||
| Dated: April 1, 2019 | ||
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Exhibit Index
(a)(1)(i) | Offer to Purchase, dated April 1, 2019. | |
(a)(1)(ii) | Form of Letter of Transmittal. | |
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