As filed with the Securities and Exchange Commission on April 15, 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 Debt Strategies Fund, Inc.
(Name of Issuer)
BlackRock Debt Strategies Fund, Inc.
(Names of Filing Person(s) (Issuer))
Shares of Common Stock, Par Value $0.10 per share
(Title of Class of Securities)
09255R202
(CUSIP Number of Class of Securities)
John M. Perlowski
BlackRock Debt Strategies Fund, Inc.
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 | |
$31,300,703.33(a) | $3,793.65(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 2,636,959 shares of common stock in the offer based upon a price of $11.87 (98% of the net asset value per share on March 11, 2019). |
(b) | Calculated at $121.20 per $1,000,000 of the Transaction Value, pursuant to Rule 0-11 of the Securities Exchange Act of 1934, as amended. |
☒ | Check box if any part of the fee is offset as provided by Rule 0-11(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: | $3,793.65 | |
Form or Registration No.: | SC-TO-I | |
Filing Party: | BlackRock Debt Strategies Fund, Inc. | |
Date Filed: | March 15, 2019 |
☐ | 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 the 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: ☐
EXPLANATORY NOTE
This Amendment No. 1 (Amendment No. 1) amends and supplements the Issuer Tender Offer Statement on Schedule TO initially filed with the Securities and Exchange Commission (the SEC) on March 15, 2019 by BlackRock Debt Strategies Fund, Inc., a diversified, closed-end management investment company organized as a Maryland corporation (the Fund), pursuant to Rule 13e-4 under the Securities and Exchange Act of 1934, as amended (the Exchange Act), in connection with an offer by the Fund (the Offer) to repurchase 5% of its issued and outstanding shares of common stock, par value $0.10 per share (the Shares), in exchange for cash at a price equal to 98% of the net asset value 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 business day immediately following the day the Offer expires, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 15, 2019 (the Offer to Purchase), and in the related Letter of Transmittal.
This Amendment No. 1 to Schedule TO is intended to satisfy the requirements pursuant to Rule 13e-4(c)(3) of the Exchange Act.
The information contained in the Offer to Purchase and the Letter of Transmittal, previously filed with the Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively, is incorporated by reference into this Amendment No. 1 in answer to Items 1 through 9 and Item 11 of the Schedule TO.
Item 10. | Financial Statements |
Not applicable.
Item 12. | Exhibits. |
Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibit:
(a)(5)(iii) | Press Release dated April 15, 2019. |
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 Debt Strategies Fund, Inc. | ||
By: | /s/ John M. Perlowski | |
Name: John M. Perlowski | ||
Title: President and Chief Executive Officer | ||
Dated: April 15, 2019 |
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Exhibit Index
(a)(5)(iii) | Press release issued on April 15, 2019* |
* | Filed herewith. |
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Exhibit (a)(5)(iii)
Contact:
1-800-882-0052
BlackRock Debt Strategies Fund, Inc.
Announces Expiration and Preliminary Results of Tender Offer
New York, April 15, 2019 BlackRock Debt Strategies Fund, Inc. (the Fund) (NYSE: DSU, CUSIP: 09255R202) announced today the expiration and preliminary results of the Funds tender offer (the Tender Offer) for up to 5% of its outstanding shares of common stock (the Shares), or 2,636,959 Shares. The Tender Offer commenced on March 15, 2019 and expired at 5:00 p.m. Eastern time on April 15, 2019.
Based on preliminary information, 21,792,955 Shares were properly tendered. Because the Tender Offer was oversubscribed, the relative number of Shares that will be purchased from each stockholder will be prorated based on the number of Shares properly tendered. The purchase price of properly tendered and accepted Shares will be 98% of the Funds net asset value (NAV) as of the close of regular trading on the New York Stock Exchange on April 16, 2019, the business day immediately following the day the Tender Offer expires. The Fund expects to announce the final results of the Tender Offer on or about April 16, 2019.
Questions regarding the Tender Offer may be directed to Georgeson LLC, the Information Agent for the Tender Offer, toll free at (877) 278-9670.
Important Notice
This press release is for informational purposes only and shall not constitute an offer or a solicitation to buy any common shares. The offer to purchase Fund common shares was made only pursuant to an offer on Schedule TO. Common stockholders 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 the Fund
The Fund is a diversified, closed-end investment company whose primary investment objective is to seek to provide current income by investing primarily in a diversified portfolio of U.S. companies debt instruments, including corporate loans, which are rated in the lower rating categories of the established rating services (BBB or lower by S&Ps or Baa or lower by Moodys) or unrated debt instruments, which are in the judgment of the investment adviser of equivalent quality, and secondary investment objective is to provide capital appreciation.
Common shares of closed-end investment companies often trade at a discount to their NAVs, and the Funds common shares may also trade at a discount to their NAV, although it is possible that they may trade at or at a premium above NAV. The market price of the Funds common shares is determined by such factors as relative demand for and supply of such common shares in the market, the Funds NAV, general market and economic conditions and other factors beyond the control of the Fund. Therefore, the Fund cannot predict whether its common shares will trade at, below or above NAV.
About BlackRock
BlackRock helps investors build better financial futures. As a fiduciary to our clients, we provide the investment and technology solutions they need when planning for their most important goals. As of December 31, 2018, the firm managed approximately $5.98 trillion in assets on behalf of investors worldwide. For additional information on BlackRock, please visit www.blackrock.com | Twitter: @blackrock | Blog: www.blackrockblog.com | LinkedIn: www.linkedin.com/company/blackrock.
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 BlackRocks website is intended to allow investors public access to information regarding the Fund and does not, and is not intended to, incorporate BlackRocks 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 the Funds or BlackRocks 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 Funds 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, including the Dodd-Frank Wall Street Reform and Consumer Protection Act, and regulatory, supervisory or enforcement actions of government agencies relating to the Fund or BlackRock, as applicable; (8) terrorist activities, international hostilities and natural disasters, which may
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adversely affect the general economy, domestic and local financial and capital markets, specific industries or BlackRock; (9) BlackRocks ability to attract and retain highly talented professionals; (10) the impact of BlackRock electing to provide support to its products from time to time; (11) the impact of problems at other financial institutions or the failure or negative performance of products at other financial institutions; (12) continued implementation of the Funds discount management program and board approval of any subsequent repurchases pursuant to the discount management program, and the method of execution thereof; and (13) changes to the expected discount threshold percentage or share repurchase amounts pursuant to the Funds discount management program.
Annual and Semi-Annual Reports and other regulatory filings of the Fund with the SEC are accessible on the SECs website at www.sec.gov and on BlackRocks website at www.blackrock.com, and may discuss these or other factors that affect the Fund. The information contained on BlackRocks website is not a part of this press release.
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