Form SC TO-I/A - Tender offer statement by Issuer: [Amend]

 

 

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 Energy and Resources Trust

(Name of Subject Company (Issuer))

BlackRock Energy and Resources Trust

(Names of Filing Person(s) (Issuer))

Common Shares of Beneficial Interest, Par Value $0.001 per share

(Title of Class of Securities)

09250U101

(CUSIP Number of Class of Securities)

John M. Perlowski

BlackRock Energy and Resources Trust

50 Hudson Yards

New York, New York 10001

[phone]

(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

 

 

July 17, 2024

(Date Tender Offer First Published, Sent or Given to Security Holders)

 

 

 

☐	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. ☒

 

 

 

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This Amendment No. 2 (this “Final Amendment”) relates to the Issuer Tender Offer Statement on Schedule TO originally filed on July 17, 2024, as amended and supplemented by Amendment No. 1 to the Issuer Tender Offer Statement on Schedule TO filed on August 16, 2024 (together, the “Schedule TO”), by BlackRock Energy and Resources Trust, a Delaware statutory trust (the “Fund”), pursuant to Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with an offer by the Fund (the “Offer”) 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 98% of the net asset value (“NAV”) per Share determined as of the close of the regular trading session of the New York Stock Exchange, the principal market on which the Shares are traded, on the next day the NAV is calculated after the Offer expires, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 17, 2024 (the “Offer to Purchase”), and in the related Letter of Transmittal, copies of which were previously filed as Exhibits (a)(1)(i) and (a)(1)(ii), respectively, to the Schedule TO.

This is the Final Amendment to the Schedule TO and is being filed to report the results of the Offer and to update Item 12 of the Schedule TO to include a press release announcing the final results of the Offer. A copy of the press release is attached hereto as Exhibit (a)(5)(iii). 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 5:00 p.m. Eastern time, on August 16, 2024.

 

2.

The Offer was oversubscribed. Therefore, in accordance with the terms of the Offer, the Fund will repurchase Shares from all tendering shareholders on a pro rata basis, after disregarding fractions, based on the number of Shares properly tendered. 7,466,508 Shares of the Fund were validly tendered and not withdrawn prior to the expiration of the Offer, and 686,624 of those Shares were accepted for repurchase by the Fund in accordance with the terms of the Offer.

 

3.

The Shares will be repurchased at a price of $14.5824, which is equal to 98% of the Fund’s NAV per Share as of August 19, 2024.

Except as specifically provided herein, the information contained in the Schedule TO, the Offer to Purchase and the Letter of Transmittal 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 Letter of Transmittal.

Item 1 through Item 9 and Item 11

The information set forth in the Offer to Purchase and the related Letter of Transmittal is incorporated by reference into this Final Amendment in answer to Item 1 through Item 9 and Item 11 of the Schedule TO.

 

Item 10.

Financial Statements

(a) The audited annual financial statements of the Fund dated December 31, 2023 and the schedule of investments of the Fund dated December 31, 2023, both filed with the SEC on EDGAR on Form N-CSR on March 6, 2024, are incorporated by reference. The unaudited semi-annual financial statements of the Fund dated June 30, 2023 and the schedule of investments of the Fund dated June 30, 2023, both filed with the SEC on EDGAR on Form N-CSRS on September 1, 2023, are incorporated by reference.

(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 August 19, 2024 is filed herewith.

 

Item 12(c).

Filing Fees

Filing Fee Exhibit is filed herewith.

 

Item 13.

Information Required By Schedule 13E-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 Energy and Resources Trust
By:		/s/ John M. Perlowski
		Name: John M. Perlowski
		Title: President and Chief Executive Officer
		Dated: August 19, 2024

 

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Exhibit Index

 

Exhibit Number		Description
(a)(5)(iii)		Press release issued on August 19, 2024
		Filing Fee Exhibit

 

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Exhibit (a)(5)(iii)

 

Contact:

1-800-882-0052

Certain BlackRock Funds Announce Final Results of Tender Offers

New York, August 19, 2024 – The BlackRock closed-end funds (the “Funds”) listed below announced today the final results of each Fund’s tender offer (each, a “Tender Offer”) for up to 2.5% of its outstanding common shares (the “Shares”).

The Tender Offers, which expired at 5:00 p.m. Eastern time on August 16, 2024, were oversubscribed for each Fund.

Therefore, in accordance with the terms and conditions of the Tender Offers, each Fund will purchase Shares from all tendering shareholders on a pro rata basis, after disregarding fractions, based on the number of Shares properly tendered (“Pro-Ration Factor”). The final results of the Tender Offers are provided in the table below.

 

Fund Name		Ticker				CUSIP				Number of Shares Tendered				Number of Tendered Shares to be Purchased				Pro-Ration Factor				Purchase Price*
BlackRock Enhanced Capital and Income Fund, Inc.			CII				09256A109				5,850,437				1,103,672				0.18878041			$	20.9524
BlackRock Enhanced Equity Dividend Trust			BDJ				09251A104				22,908,137				4,653,377				0.20318566			$	9.1826
BlackRock Energy and Resources Trust			BGR				09250U101				7,466,508				686,624				0.09205090			$	14.5824
BlackRock Capital Allocation Term Trust			BCAT				09260U109				14,916,872				2,686,545				0.18018340			$	16.8854

 

*	Equal to 98% of the Fund’s net asset value per Share as of the close of regular trading on the New York Stock Exchange on August 19, 2024 (the business day immediately following the expiration date of the Tender Offer).

Payments for Shares tendered and accepted are expected to be made within approximately five business days after the expiration date.

Questions regarding the Tender Offers may be directed to Georgeson LLC, the Information Agent for the Tender Offers, toll free at the numbers disclosed in each Fund’s Offer to Purchase.

 

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Important Notice

This press release is for informational purposes only and shall not constitute a recommendation, an offer to purchase or a solicitation of an offer to sell any common shares of the Funds. The offer to purchase a Fund’s common shares was made only pursuant to an offer to purchase, a related letter of transmittal and other documents filed with the U.S. Securities and Exchange Commission (“SEC”) as exhibits to a tender offer statement on Schedule TO. Shareholders may obtain a free copy of the offer to purchase and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to the applicable Fund.

About BlackRock

BlackRock’s purpose is to help more and more people experience financial well-being. As a fiduciary to investors and a leading provider of financial technology, we help millions of people build savings that serve them throughout their lives by making investing easier and more affordable. For additional information on BlackRock, please visit www.blackrock.com/corporate

Availability of Fund Updates

BlackRock will update performance and certain other data for the Funds on a monthly basis on its website in the “Closed-end Funds” section of www.blackrock.com as well as certain other material information as necessary from time to time. Investors and others are advised to check the website for updated performance information and the release of other material information about the Funds. This reference to BlackRock’s website is intended to allow investors public access to information regarding the Funds and does not, and is not intended to, incorporate BlackRock’s website in this release.

Forward-Looking Statements

This press release, and other statements that BlackRock or a Fund may make, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act, with respect to a Fund’s or BlackRock’s future financial or business performance, strategies or expectations. 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” or 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.

 

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With respect to the Funds, the following factors, among others, could cause actual events to differ materially from forward-looking statements or historical performance: (1) 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 the Funds or in a Fund’s net asset value; (2) the relative and absolute investment performance of a Fund and its investments; (3) the impact of increased competition; (4) the unfavorable resolution of any legal proceedings; (5) the extent and timing of any distributions or share repurchases; (6) the impact, extent and timing of technological changes; (7) the impact of legislative and regulatory actions and reforms, and regulatory, supervisory or enforcement actions of government agencies relating to a Fund or BlackRock, as applicable; (8) terrorist activities, international hostilities, health epidemics and/or pandemics and natural disasters, which may adversely affect the general economy, domestic and local financial and capital markets, specific industries or BlackRock; (9) BlackRock’s ability to attract and retain highly talented professionals; (10) the impact of BlackRock electing to provide support to its products from time to time; and (11) the impact of problems at other financial institutions or the failure or negative performance of products at other financial institutions.

Annual and Semi-Annual Reports and other regulatory filings of the Funds with the Securities and Exchange Commission (“SEC”) are accessible on the SEC’s website at www.sec.gov and on BlackRock’s website at www.blackrock.com, and may discuss these or other factors that affect the Funds. The information contained on BlackRock’s website is not a part of this press release.

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3

Exhibit 107

EX-FILING FEES

Calculation of Filing Fee Tables

SC TO-I/A

(Form Type)

BlackRock Energy and Resources Trust

(Exact Name of Registrant as Specified in its Charter)

Table 1: Transaction Valuation

 

		Transaction Valuation		Fee rate		Amount of Filing Fee
Fees to Be Paid		—		0.00014760%		—
Fees Previously Paid		$9,921,716.80(1)				$1,464.45(2)
Total Transaction Valuation		$9,921,716.80 (1)
Total Fees Due for Filing						$1,464.45
Total Fees Previously Paid						$1,464.45
Total Fee Offsets						—
Net Fee Due						$0

 

(1)

The transaction value is calculated as the aggregate maximum purchase price for Shares that could be purchased, based upon the shares outstanding and net asset value of the Fund as of July 10, 2024. The fee of $1,464.45 was paid in connection with the filing of the Schedule TO-I by BlackRock Energy and Resources Trust (File No. 005-89858) on July 17, 2024 (the “Schedule TO”). This is the final amendment to the Schedule TO and is being filed to report the results of the Offer.

(2)	Calculated at $147.60 per $1,000,000 of the Transaction Value.

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