BlackRock Health Sciences Term Trust SC TO-I/A, filed Apr 22, 2025
BlackRock Health Sciences Term Trust (BMEZ)
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 Health Sciences Term Trust
(Name of Subject Company (Issuer))
BlackRock Health Sciences Term Trust
(Names of Filing Person(s) (Issuer))
Common Shares of Beneficial Interest, Par Value $0.001 per share
(Title of Class of Securities)
09260E105
(CUSIP Number of Class of Securities)
John M. Perlowski
BlackRock Health Sciences Term Trust
50 Hudson Yards
New York, New York 10001
(800) 882-0052
(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. Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, New York 10019 |
Janey Ahn, Esq. BlackRock Advisors, LLC 50 Hudson Yards New York, New York 10001 |
April 21, 2025
(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. ☒
This Amendment No. 2 (this “Final Amendment”) relates to the Issuer Tender Offer Statement on Schedule TO originally filed on March 21, 2025, as amended and supplemented by Amendment No. 1 to the Issuer Tender Offer Statement on Schedule TO filed on April 17, 2025 (together, the “Schedule TO”), by BlackRock Health Sciences Term Trust, a Maryland 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 40% 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 99.5% 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 March 21, 2025 (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 April 17, 2025. |
| 2. | The Offer was undersubscribed. Therefore, in accordance with the terms of the Offer, the Fund will purchase Shares from all tendering shareholders. 40,502,046 Shares of the Fund were validly tendered and not withdrawn prior to the expiration of the Offer, and all 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 $14.2086, which is equal to 99.5% of the Fund’s NAV per Share as of April 21, 2025. |
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, 2024 and the schedule of investments of the Fund dated December 31, 2024, both filed with the SEC on EDGAR on Form N-CSR on March 7, 2025, 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) |
| Item 12(c). | Filing Fees |
Filing Fee Exhibit is filed herewith.
- 2 -
| Item 13. | Information Required By Schedule 13E-3 |
Not applicable.
- 3 -
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 Health Sciences Term Trust | ||
| By: | /s/ John M. Perlowski | |
| Name: John M. Perlowski | ||
| Title: President and Chief Executive Officer | ||
| Dated: April 21, 2025 | ||
- 4 -
Exhibit Index
| Exhibit |
Description | |
| (a)(5)(iii) |
Press release issued on April 21, 2025 | |
| Filing Fee Exhibit | ||
- 5 -
Exhibit (a)(5)(iii)
Contact:
1-800-882-0052
BlackRock Health Sciences Term Trust (BMEZ) Announces Final Results of Tender Offer
New York, April 21, 2025 – BlackRock Health Sciences Term Trust (the “Fund”) announced today the final results of the Fund’s tender offer (the “Tender Offer”) for up to 40% of its outstanding common shares (the “Shares”), which expired on April 17, 2025.
The Tender Offer was undersubscribed. Therefore, in accordance with the terms and conditions of the Tender Offer, the Fund will purchase all Shares properly tendered from all tendering shareholders. Payment for Shares tendered and accepted are expected to be made within approximately five business days after the expiration date (anticipated to be April 25, 2025).
The final results of the Tender Offer are provided in the table below:
| Fund Name |
Ticker | CUSIP | Number of Shares Offered for Repurchase |
Number of Tendered Shares to be Purchased |
Purchase Price* |
|||||||||||||||
| BlackRock Health Sciences Term Trust |
BMEZ | 09260E105 | 40,502,046 | 38,753,713 | 14.2086 | |||||||||||||||
| * | Equal to 99.5% of the Fund’s net asset value per Share as of the close of regular trading on the New York Stock Exchange on April 21, 2025 (the business day immediately following the expiration date of the Tender Offer). |
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 Fund. The offer to purchase the 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 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 Fund 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 Fund. This reference to BlackRock’s website is intended to allow investors public access to information regarding the Fund 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 the Fund may make, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act, with respect to the 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.
With respect to the Fund, 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 Fund or in the Fund’s net asset value; (2) the relative and absolute investment performance of the 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
2
technological changes; (7) the impact of legislative and regulatory actions and reforms, and regulatory, supervisory or enforcement actions of government agencies relating to the 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 Fund with the 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 Fund. The information contained on BlackRock’s website is not a part of this press release.
##
3