As filed with the Securities and Exchange Commission on October 15, 2012
Securities Act File No. 333-182112
Investment Company Act File No. 811-21413
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
| REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 | ||
| ¨ Pre-Effective Amendment No. | ||
| x Post-Effective Amendment No. 1 | ||
| (Check appropriate box or boxes) |
BLACKROCK FLOATING RATE INCOME
STRATEGIES FUND, INC.
(Exact Name of Registrant as Specified in Charter)
100 BELLEVUE PARKWAY WILMINGTON, DELAWARE 19809
(Address of Principal Executive Offices)
(800) 882-0052
(Area Code and Telephone Number)
John M. Perlowski
President and Chief Executive Officer
BlackRock Floating Rate Income Strategies Fund, Inc.
55 East 52nd Street
New York, New York 10055
(Name and Address of Agent for Service)
Copies to:
| Thomas A. DeCapo, Esq. Skadden, Arps, Slate, Meagher & Flom LLP One Beacon Street Boston, Massachusetts 02108 |
Janey Ahn, Esq. BlackRock Advisors, LLC 55 East 52nd Street New York, New York 10055 |
EXPLANATORY NOTE
The Joint Proxy Statement/Prospectus and Statement of Additional Information, each in the form filed on July 27, 2012 pursuant to Rule 497 of the General Rules and Regulations under the Securities Act of 1933, as amended (File Nos. 333-182112 and 811-21413), are incorporated herein by reference.
This amendment is being filed in order to file, as Exhibit 12 to this Registration Statement, the tax opinions of Skadden, Arps, Slate, Meagher & Flom LLP, special U.S. federal income tax counsel for the Registrant.
1
PART C: OTHER INFORMATION
ITEM 15. Indemnification
There has been no change in the information set forth in Item 15 of the most recently filed Registration Statement of BlackRock Floating Income Strategies Fund, Inc. (the “Registrant”) on Form N-14 under the Securities Act of 1933 (File No. 333-182112), as filed with the Securities and Exchange Commission on July 27, 2012, which information is incorporated herein by reference.
ITEM 16. Exhibits
| Exhibit No. |
Description of Exhibit | |
| (1) | Articles of Incorporation of the Registrant, dated August 14, 2003 (a) | |
| (2) | Amended and Restated Bylaws of the Registrant, dated September 17, 2010 (b) | |
| (3) | Not applicable | |
| (4) | Form of Agreement and Plan of Reorganization (c) | |
| (5)(a) | Portions of the Articles of Incorporation and the Amended and Restated Bylaws of the Registrant defining the rights of stockholders (o) | |
| (b) | Form of specimen certificate for Shares of Common Stock of the Registrant (e) | |
| (6) | Form of Investment Advisory Agreement between the Registrant and BlackRock Advisors, LLC as successor to Fund Asset Management, L.P. (“FAM”) (f) | |
| (7)(a) | Form of Purchase Agreement among the Registrant, BlackRock Advisors, LLC as successor to FAM, and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) (g) | |
| (b) | Form of Additional Compensation Agreement between BlackRock Advisors, LLC as successor to FAM and Merrill Lynch (h) | |
| (c) | Form of Merrill Lynch Standard Dealer Agreement (j) | |
| (d) | Form of Master Agreement among Underwriters (k) | |
| (8) | Form of Second Amended and Restated Deferred Compensation Plan (p) | |
| (9) | Form of Custodian Agreement between the Registrant and State Street Bank and Trust Company (n) | |
| (10) | Not applicable | |
| (11) | Opinion and Consent of Miles & Stockbridge P.C., special counsel for the Registrant (d) | |
| (12)(a) | Tax opinion of Skadden, Arps, Slate, Meagher & Flom LLP relating to Registrant’s reorganization with BlackRock Floating Rate Income Strategies Fund II, Inc.* | |
| (b) | Tax opinion of Skadden, Arps, Slate, Meagher & Flom LLP relating to Registrant’s reorganization with BlackRock Diversified Income Strategies Fund, Inc.* | |
| (13)(a) | Form of Transfer Agency and Service Agreement between the Registrant and EquiServe Trust Company, N.A. and EquiServe L.P. (i) | |
| (b) | Form of Administrative Services Agreement between the Registrant and State Street. (l) | |
| (c) | Form of Securities Lending Agency Agreement. (m) | |
| (14) | Consent of independent registered public accounting firm for the Registrant, BlackRock Floating Rate Income Strategies Fund II, Inc. and BlackRock Diversified Income Strategies Fund, Inc. (d) | |
| (15) | Not applicable. | |
| (16) | Power of Attorney, dated June 12, 2012 (q) | |
| (17) | Form of Proxy Cards for the Funds (r) | |
| * | Filed herewith. |
| (a) | Filed as Exhibit 99.1(a) to the Registrant’s Registration Statement on Form N-2 filed on August 18, 2003. |
| (b) | Filed as Exhibit 3.1 to the Registrant’s Form 8-K filed on October 29, 2010. |
| (c) | Included in the Statement of Additional Information as Appendix A. |
| (d) | Incorporated by reference to the corresponding exhibit number to the Registrant’s Registration Statement on Form N-14, filed on July 27, 2012. |
| (e) | Filed as Exhibit 99(d)(2) to Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-2 filed on September 19, 2003. |
| (f) | Filed as Exhibit 99(g) to Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-2 filed on September 19, 2003. |
| (g) | Filed as Exhibit 99(h)(1) to Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-2 filed on September 19, 2003. |
| (h) | Filed as Exhibit 99(k)(3) to Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-2 filed on September 19, 2003. |
| (i) | Incorporated by reference to Exhibit 13 to Pre-Effective Amendment No. 2 to the Registration Statement on Form N-14 of Corporate High Yield Fund, Inc. (File No. 333-10193), filed on December 31, 2002. |
| (j) | Incorporated by reference to Exhibit (h)(2) to Pre-Effective Amendment No. 3 to the Registration Statement on Form N-2 Preferred Income Strategies Fund, Inc. (File No. 333-102712), filed March 25, 2003. |
| (k) | Incorporated by reference to Exhibit (h)(3) to Pre-Effective Amendment No. 3 to the Registration Statement on Form N-2 Preferred Income Strategies Fund, Inc. (File No. 333-102712), filed March 25, 2003. |
| (l) | Incorporated by reference to Exhibit 8(d) to Post-Effective Amendment No. 1 to the Registration Statement on Form N-1A of Merrill Lynch Focus Twenty Fund, Inc. (File No. 333-89775) filed on March 20, 2001. |
| (m) | Incorporated by reference to Exhibit 8(f) to Post-Effective Amendment No. 5 to the Registration Statement on Form N-1A of Merrill Lynch Global Technology Fund, Inc. (File No. 333-48929), filed on July 24, 2002. |
| (n) | Incorporated by reference to Exhibit 7 to Post-Effective Amendment No. 10 to the Registration Statement on Form N-1A of Merrill Lynch Municipal Bond Fund of Merrill Lynch Multi-State Municipal Series Trust (File No. 33-49873), filed on October 30, 2001. |
| (o) | Incorporated by reference to Exhibit 5(a) to the Registrant’s Registration Statement on Form N-14, filed on June 14, 2012. |
| (p) | Incorporated by reference to Exhibit 8 to the Registrant’s Registration Statement on Form N-14, filed on June 14, 2012. |
| (q) | Incorporated by reference to Exhibit 16 to the Registrant’s Registration Statement on Form N-14, filed on June 14, 2012. |
| (r) | Incorporated by reference to Exhibit 17 to the Registrant’s Registration Statement on Form N-14, filed on June 14, 2012. |
ITEM 17. Undertakings
(1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through use of a prospectus which is part of this Registration Statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, as amended, the reoffering prospectus will contain information called for by the applicable Exchange registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by other items of the applicable form.
(2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act of 1933, as amended, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of securities at that time shall be deemed to be the initial bona fide offering of them.
SIGNATURES
As required by the Securities Act of 1933, this Registration Statement has been signed on behalf of the Registrant, in the City of New York and the State of New York, on October 15, 2012.
| BLACKROCK FLOATING RATE INCOME STRATEGIES FUND, INC. | ||
| BY: | /s/ John M. Perlowski | |
| Name: | John M. Perlowski | |
| Title: | President and Chief Executive Officer | |
As required by the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
| Signature |
Title |
Date | ||
| /s/ John M. Perlowski |
President and Chief Executive Officer | October 15, 2012 | ||
| John M. Perlowski | ||||
| /s/ Neal J. Andrews |
Chief Financial Officer | October 15, 2012 | ||
| Neal J. Andrews | ||||
| * |
Director | October 15, 2012 | ||
| Michael J. Castellano | ||||
| * |
Director | October 15, 2012 | ||
| Richard E. Cavanagh | ||||
| * |
Director | October 15, 2012 | ||
| Frank J. Fabozzi | ||||
| * |
Director | October 15, 2012 | ||
| Kathleen F. Feldstein | ||||
| * |
Director | October 15, 2012 | ||
| James T. Flynn | ||||
| * |
Director | October 15, 2012 | ||
| Jerrold B. Harris | ||||
| * |
Director | October 15, 2012 | ||
| R. Glenn Hubbard | ||||
| * |
Director | October 15, 2012 | ||
| W. Carl Kester | ||||
| * |
Director | October 15, 2012 | ||
| Karen P. Robards | ||||
| * |
Director | October 15, 2012 | ||
| Paul L. Audet | ||||
| * |
Director | October 15, 2012 | ||
| Henry Gabbay | ||||
| *By: | /S/ John M. Perlowski |
October 15, 2012 | ||||
| John M. Perlowski Attorney-in-Fact |
||||||
EXHIBIT INDEX
| Exhibit No. |
Description of Exhibits | |
| (12)(a) | Tax opinion of Skadden, Arps, Slate, Meagher & Flom LLP relating to Registrant’s reorganization with BlackRock Floating Rate Income Strategies Fund II, Inc. | |
| (b) |
Tax opinion of Skadden, Arps, Slate, Meagher & Flom LLP relating to Registrant’s reorganization with BlackRock Diversified Income Strategies Fund, Inc. | |
Exhibit (12)(a)
| SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP | ||||
| FOUR TIMES SQUARE | ||||
| NEW YORK 10036-6522 ___
TEL: (212) 735-3000 FAX: (212) 735-2000 www.skadden.com
October 8, 2012 |
FIRM/AFFILIATE ___
BOSTON CHICAGO HOUSTON LOS ANGELES PALO ALTO SAN FRANCISCO WASHINGTON, D.C. WILMINGTON ___
BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SHANGHAI SINGAPORE SYDNEY TOKYO TORONTO VIENNA | |||
| BlackRock Floating Rate Income Strategies Fund II, Inc. 100 Bellevue Parkway Wilmington, Delaware 19809 |
||||
| BlackRock Floating Rate Income Strategies Fund, Inc. 100 Bellevue Parkway Wilmington, Delaware 19809 |
||||
Ladies and Gentlemen:
We have acted as special counsel to BlackRock Floating Rate Income Strategies Fund, Inc., a closed-end management investment company organized as a Maryland corporation (the “Acquiring Fund”), and to BlackRock Floating Rate Income Strategies Fund II, Inc., a closed-end management investment company organized as a Maryland corporation (the “Target Fund”), in connection with the merger of the Target Fund with and into FRA Merger Subsidiary, a direct, wholly-owned subsidiary of the Acquiring Fund (the “Merger Subsidiary”), with the Merger Subsidiary being the surviving entity and holders of common shares of the Target Fund, par value $0.10 (the “Target Fund Shares”), receiving, in cancellation of their Target Fund Shares, solely common shares of the Acquiring Fund, par value $0.10 per share (the “Acquiring Fund Shares”) (collectively, the “Reorganization”), pursuant to the Agreement and Plan of Reorganization, dated October 4, 2012, between the Acquiring Fund, the Target Fund and the Merger Subsidiary (the “Agreement”). You have requested our opinion regarding whether the Reorganization will be treated for United States federal income tax purposes as a reorganization qualifying under Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). Unless otherwise defined, capitalized terms used in this opinion have the meanings assigned to them in the Agreement.
In connection with our opinion, we have reviewed originals or copies, certified or otherwise identified to our satisfaction, of the Agreement, the Plan of Liquidation and Dissolution between the Merger Subsidiary and the Acquiring Fund, dated October 5, 2012 (the “Plan of Liquidation”), and the N-14 Registration Statement (including the Proxy Statement/Prospectus and the related Statement of Additional Information) prepared with respect to the Reorganization, and such other documents, certificates and records as we have deemed
necessary or appropriate as a basis for the opinion set forth below. We have assumed that the Reorganization will be consummated in accordance with the Agreement, the Plan of Liquidation, the N-14 Registration Statement (including the Proxy Statement/Prospectus and the related Statement of Additional Information) and such other documents, certificates and records.
For purposes of our opinion, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. We have assumed that such documents, certificates and records are duly authorized, valid and enforceable.
In rendering our opinion, we have also relied upon statements and representations of officers and other representatives of the Target Fund, the Acquiring Fund, and the Merger Subsidiary and have assumed that such statements and representations are and will continue to be correct without regard to any qualification as to knowledge or belief.
In rendering our opinion, we have relied on the Code, Treasury Regulations, judicial authorities, published positions of the Internal Revenue Service (the “Service”) and such other authorities as we have considered relevant, all as in effect as of the date of this opinion and all of which are subject to differing interpretations or change at any time (possibly with retroactive effect). A change in the authorities upon which our opinion is based could affect our conclusions. An opinion of counsel is not binding on the Service or any court. No assurance can be given that the Service would not assert, or that a court would not sustain, a position contrary to this opinion.
Based upon and subject to the foregoing, we are of the opinion that, for United States federal income tax purposes, the Reorganization will constitute a “reorganization” within the meaning of Section 368(a) of the Code.
This opinion is expressed as of the date hereof, and we are under no obligation to supplement or revise our opinion to reflect any legal developments or any factual matters arising subsequent to the date hereof or the impact of any information, document, certificate, record, opinion, statement, representation, determination or assumption relied upon herein that becomes incorrect or untrue. Except as set forth above, we express no other opinion.
This opinion is furnished to you solely for your benefit in connection with the Reorganization and may not be relied upon by any other person without our express written permission.
| Very truly yours, |
| /s/ Skadden, Arps, Slate, Meagher & Flom LLP |
Exhibit (12)(b)
| SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP | ||||
| FOUR TIMES SQUARE | ||||
| NEW YORK 10036-6522 ___
TEL: (212) 735-3000 FAX: (212) 735-2000 www.skadden.com
October 8, 2012 |
FIRM/AFFILIATE ___
BOSTON CHICAGO HOUSTON LOS ANGELES PALO ALTO SAN FRANCISCO WASHINGTON, D.C. WILMINGTON ___
BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SHANGHAI SINGAPORE SYDNEY TOKYO TORONTO VIENNA | |||
| BlackRock Diversified Income Strategies Fund, Inc. 100 Bellevue Parkway Wilmington, Delaware 19809 |
||||
| BlackRock Floating Rate Income Strategies Fund, Inc. 100 Bellevue Parkway Wilmington, Delaware 19809 |
||||
Ladies and Gentlemen:
We have acted as special counsel to BlackRock Floating Rate Income Strategies Fund, Inc., a closed-end management investment company organized as a Maryland corporation (the “Acquiring Fund”), and to BlackRock Diversified Income Strategies Fund, Inc., a closed-end management investment company organized as a Maryland corporation (the “Target Fund”), in connection with the merger of the Target Fund with and into FRA Merger Subsidiary, a direct, wholly-owned subsidiary of the Acquiring Fund (the “Merger Subsidiary”), with the Merger Subsidiary being the surviving entity and holders of common shares of the Target Fund, par value $0.10 (the “Target Fund Shares”), receiving, in cancellation of their Target Fund Shares, solely common shares of the Acquiring Fund, par value $0.10 per share (the “Acquiring Fund Shares”) (collectively, the “Reorganization”), pursuant to the Agreement and Plan of Reorganization, dated October 4, 2012, between the Acquiring Fund, the Target Fund and the Merger Subsidiary (the “Agreement”). You have requested our opinion regarding whether the Reorganization will be treated for United States federal income tax purposes as a reorganization qualifying under Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). Unless otherwise defined, capitalized terms used in this opinion have the meanings assigned to them in the Agreement.
In connection with our opinion, we have reviewed originals or copies, certified or otherwise identified to our satisfaction, of the Agreement, the Plan of Liquidation and Dissolution between the Merger Subsidiary and the Acquiring Fund, dated October 5, 2012 (the “Plan of Liquidation”), and the N-14 Registration Statement (including the Proxy Statement/Prospectus and the related Statement of Additional Information) prepared with respect
to the Reorganization, and such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinion set forth below. We have assumed that the Reorganization will be consummated in accordance with the Agreement, the Plan of Liquidation, the N-14 Registration Statement (including the Proxy Statement/Prospectus and the related Statement of Additional Information) and such other documents, certificates and records.
For purposes of our opinion, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. We have assumed that such documents, certificates and records are duly authorized, valid and enforceable.
In rendering our opinion, we have also relied upon statements and representations of officers and other representatives of the Target Fund, the Acquiring Fund, and the Merger Subsidiary and have assumed that such statements and representations are and will continue to be correct without regard to any qualification as to knowledge or belief.
In rendering our opinion, we have relied on the Code, Treasury Regulations, judicial authorities, published positions of the Internal Revenue Service (the “Service”) and such other authorities as we have considered relevant, all as in effect as of the date of this opinion and all of which are subject to differing interpretations or change at any time (possibly with retroactive effect). A change in the authorities upon which our opinion is based could affect our conclusions. An opinion of counsel is not binding on the Service or any court. No assurance can be given that the Service would not assert, or that a court would not sustain, a position contrary to this opinion.
Based upon and subject to the foregoing, we are of the opinion that, for United States federal income tax purposes, the Reorganization will constitute a “reorganization” within the meaning of Section 368(a) of the Code.
This opinion is expressed as of the date hereof, and we are under no obligation to supplement or revise our opinion to reflect any legal developments or any factual matters arising subsequent to the date hereof or the impact of any information, document, certificate, record, opinion, statement, representation, determination or assumption relied upon herein that becomes incorrect or untrue. Except as set forth above, we express no other opinion.
This opinion is furnished to you solely for your benefit in connection with the Reorganization and may not be relied upon by any other person without our express written permission.
| Very truly yours, |
| /s/ Skadden, Arps, Slate, Meagher & Flom LLP |