BlackRock Multi-Sector Opportunities Trust II (MSO II)
Filed: 18 May 23, 4:34pm
As filed with the Securities and Exchange Commission on May 18, 2023
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
(Amendment No. 2)
BlackRock Multi-Sector Opportunities Trust II
(Name of Subject Company (Issuer))
BlackRock Multi-Sector Opportunities Trust II
(Names of Filing Person(s) (Issuer))
Common Shares of Beneficial Interest, Par Value $0.001 per share
(Title of Class of Securities)
09258V101
(CUSIP Number of Class of Securities)
John M. Perlowski
BlackRock Multi-Sector Opportunities Trust II
50 Hudson Yards
New York, New York 10001
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 | 50 Hudson Yards | |
| New York, New York 10019 | New York, New York 10001 |
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which this statement relates:
| ☐ | third-party tender offer subject to Rule 14d-1 |
| ☒ | issuer tender offer subject to Rule 13e-4 |
| ☐ | going-private transaction subject to Rule 13e-3 |
| ☐ | amendment to Schedule 13D under Rule 13d-2 |
Check the following box if the filing is a final amendment reporting the results of the tender offer. ☒
This Amendment No. 2 (this “Final Amendment”) relates to the Issuer Tender Offer Statement on Schedule TO originally filed on April 10, 2023, as amended and supplemented by Amendment No. 1 to the Issuer Tender Offer Statement on Schedule TO filed on May 4, 2023 (together, the “Schedule TO”), by BlackRock Multi-Sector Opportunities Trust II, a closed-end management investment company organized as a Delaware statutory trust (the “Trust”), pursuant to Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with an offer by the Trust (the “Offer”) to repurchase 5% of its issued and outstanding common shares of beneficial interest as of April 3, 2023, par value $0.001 per share (the “Shares”), in exchange for cash at a price equal to the net asset value per Share determined as of the close of the regular trading session of the New York Stock Exchange on the day the Offer expires, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 10, 2023 (the “Original Offer to Purchase”), as amended and supplemented by the Supplement No. 1 to the Offer to Purchase, dated May 4, 2023 (the “Supplement” and together with the Original Offer to Purchase, the “Offer to Purchase”), and in the related Tender Request Form, copies of which were previously filed as exhibits to the Schedule TO.
This is the Final Amendment to the Schedule TO and is being filed to report the results of the Offer. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Offer to Purchase or the Schedule TO.
The following information is furnished to satisfy the requirements of Rule 13e-4(c)(4) under the Exchange Act:
| 1. | The Offer expired at 4:00 p.m. Eastern time, on May 17, 2023. |
| 2. | The Offer was oversubscribed. Therefore, in accordance with the terms of the Offer, the Trust will purchase Shares from all tendering stockholders on a pro rata basis based on the number of Shares validly tendered. 101,603 Shares of the Trust were validly tendered and not withdrawn prior to the expiration of the Offer, and 60,585.616 of those Shares were accepted for repurchase by the Trust in accordance with the terms of the Offer. |
| 3. | The Shares will be repurchased at a price of $69.09, the Trust’s net asset value per Share as of May 17, 2023. |
Except as specifically provided herein, the information contained in the Schedule TO, the Offer to Purchase and the Tender Request Form remains unchanged and this Final Amendment does not modify any of the information previously reported in the Schedule TO, the Offer to Purchase or the Tender Request Form.
Item 1 through Item 9 and Item 11
The information set forth in the Offer to Purchase and the related Tender Request Form is incorporated herein by reference into this Final Amendment in answer to Item 1 through Item 9 and Item 11 of Schedule TO.
| Item 10. | Financial Statements |
(a) The audited annual financial statements of the Trust dated December 31, 2022 and the schedule of investments of the Trust dated December 31, 2022, both filed with the SEC on EDGAR on Form N-CSR on March 6, 2023, are incorporated by reference. The unaudited semi-annual financial statements of the Trust dated June 30, 2022 and the schedule of investments of the Trust dated June 30, 2022, both filed with the SEC on EDGAR on Form N-CSR on September 1, 2022, are incorporated by reference. The Trust will prepare and transmit to shareholders the audited annual financial statements of the Trust and the schedule of investments of the Trust within 60 days after the close of the period for which the report is being made, or as otherwise required by the Investment Company Act of 1940.
(b) Not applicable.
| Item 12(a). | Exhibits |
Item 12(a) of the Schedule TO is hereby amended and supplemented to add the following exhibit:
(a)(5)(iii) Press release issued on May 18, 2023 is filed herewith.
| Item 12(b). | Filing Fee |
Filing Fee Exhibit is filed herewith.
| Item 13. | Information Required By Schedule 13E-3 |
Not applicable.
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 II | ||
| By: | /s/ John M. Perlowski | |
| Name: John M. Perlowski | ||
| Title: President and Chief Executive Officer | ||
| Dated: May 18, 2023 | ||