BlackRock Advisors, LLC (“BlackRock”) announced today that the
Board of Directors (the “Board”) of BlackRock Municipal Income
Fund, Inc. (NYSE: MUI, the “Fund”) has approved a tender offer to
repurchase 50% of the Fund’s outstanding common shares at a price
per share equal to 98% of the Fund’s net asset value per common
share determined following the expiration of the tender offer (the
“Tender Offer”). The Tender Offer is contingent on obtaining all
approvals for the conversion of the Fund from an exchange-listed
closed-end fund to an unlisted closed-end fund that conducts
periodic repurchases of it shares pursuant to Rule 23c-3 under the
Investment Company Act of 1940 (the “Conversion”) by December 31,
2024.
It is currently expected that the Conversion will be completed
in the second half of 2024, subject to, among other things:
obtaining the requisite approvals from the Board and the Fund’s
shareholders, and the redemption of the Fund’s preferred
shares.
The Tender Offer and the Conversion are being proposed pursuant
to an agreement (the “Agreement”) among the Fund, BlackRock and
Karpus Management, Inc. (“Karpus”). During the effective period of
the Agreement, Karpus has agreed to (1) be bound by the terms of
the Agreement, including certain customary standstill covenants,
(2) withdraw the shareholder proposals and director nominees
previously submitted for consideration at the Fund’s 2024 annual
meeting of shareholders, and (3) vote Fund shares on proposals
submitted to shareholders in accordance with the recommendation of
the Board.
IMPORTANT NOTICE
This press release is for informational purposes only and shall
not constitute an offer or a solicitation to buy any common shares.
Any offer to purchase Fund common shares will be made pursuant to
an offer on Schedule TO. IF THE TENDER OFFER IS CONDUCTED, COMMON
SHAREHOLDERS ARE URGED TO READ THE TENDER OFFER MATERIALS,
INCLUDING THE OFFER TO PURCHASE AND ANY SOLICITATION/RECOMMENDATION
STATEMENT REGARDING THE TENDER OFFER, AS THEY MAY BE AMENDED OR
SUPPLEMENTED FROM TIME TO TIME, WHEN THEY ARE FILED AND BECOME
AVAILABLE, BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT HOLDERS
OF COMMON SHARES SHOULD CONSIDER BEFORE MAKING ANY DECISION
REGARDING TENDERING THEIR SHARES. Common shareholders may obtain a
free copy of any of these statements and other documents filed with
the U.S. Securities and Exchange Commission ("SEC") at the website
maintained by the SEC at www.sec.gov or by directing such requests
to the Fund.
Additional Information about the Conversion and Where to Find
It
This press release is not intended to, and does not solicit a
proxy from any shareholder of the Fund. The solicitation of proxies
to effect the Conversion will only be made by either a definitive
Proxy Statement or a definitive Proxy Statement/Prospectus.
This press release references a Proxy Statement and a Proxy
Statement/Prospectus, to be filed by the Fund. The Proxy Statement
and the Proxy Statement/Prospectus have yet to be filed with the
SEC. After the Proxy Statement or the Proxy Statement/Prospectus,
as applicable, is filed with the SEC, each may be amended or
withdrawn. The Proxy Statement/Prospectus, if any, will not be
distributed to shareholders of the Fund unless and until a
Registration Statement comprising of the Proxy Statement/Prospectus
is declared effective by the SEC.
The Fund and its directors, officers and employees, and
BlackRock, and its shareholders, officers and employees and other
persons may be deemed to be participants in the solicitation of
proxies with respect to the Conversion. Investors and shareholders
may obtain more detailed information regarding the direct and
indirect interests of the Fund's directors, officers and employees,
and BlackRock and its shareholders, officers and employees and
other persons by reading the Proxy Statement or the Proxy
Statement/Prospectus, as applicable, when it is filed with the
SEC.
INVESTORS AND SECURITY HOLDERS OF THE FUND ARE URGED TO READ THE
PROXY STATEMENT OR PROXY STATEMENT/PROSPECTUS, AS APPLICABLE, AND
OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE BECAUSE THESE DOCUMENTS WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE CONVERSION. INVESTORS SHOULD
CONSIDER THE INVESTMENT OBJECTIVE, RISKS, CHARGES AND EXPENSES OF
THE FUND CAREFULLY. THE PROXY STATEMENT OR THE PROXY
STATEMENT/PROSPECTUS, AS APPLICABLE, WILL CONTAIN INFORMATION WITH
RESPECT TO THE INVESTMENT OBJECTIVE, RISKS, CHARGES AND EXPENSES OF
THE FUND.
The Proxy Statement or the Proxy Statement/Prospectus, as
applicable, will not constitute an offer to buy or sell securities,
in any state where such offer or sale is not permitted.
Security holders may obtain free copies (when they become
available) of the Proxy Statement or the Proxy
Statement/Prospectus, as applicable, and other documents filed with
the SEC at the SEC's web site at www.sec.gov. In addition,
free copies (when they become available) of the Proxy Statement or
the Proxy Statement/Prospectus, as applicable, and other documents
filed with the SEC may also be obtained by directing a request to
BlackRock at (800) 882-0052.
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 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 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 Fund. The information
contained on BlackRock’s website is not a part of this press
release.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240503731968/en/
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