SC TO-I/A

As filed with the Securities and Exchange Commission on May 11, 2021

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. 1)

BlackRock Multi-Sector Opportunities Trust II

(Name of Issuer)

BlackRock Multi-Sector Opportunities Trust II

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

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

(Title of Class of Securities)

09258V101

(CUSIP Number of Class of Securities)

John M. Perlowski

BlackRock Multi-Sector Opportunities Trust II

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
$3,505,957(a)	$382.50(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 38,527 common shares of beneficial interest (2.5% of the common shares of beneficial interest outstanding as of April 5, 2021, rounded to the nearest whole share) in the offer based upon a price of $91.00 (the net asset value per share on April 5, 2021).

(b) Calculated at $109.10 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:	$382.50
Form or Registration No.:	SC-TO-I
Filing Party:	BlackRock Multi-Sector Opportunities Trust II
Date Filed:	April 9, 2021

☐ 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:  ☒

This Final Amendment relates to the Issuer Tender Offer Statement on Schedule TO (the “Statement”) originally filed on April 9, 2021 by BlackRock Multi-Sector Opportunities Trust II, a non-diversified, closed-end management investment company organized as a Delaware statutory trust (the “Trust”), pursuant to Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with an offer by the Trust (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 the net asset value per Share determined as of the close of the regular trading session of the New York Stock Exchange on the day the Offer expires, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 9, 2021 (the “Offer to Purchase”), and in the related Tender Request Form.

This is the Final Amendment to the Statement and is being filed to report the results of the Offer. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Offer to Purchase.

The following information is furnished to satisfy the requirements pursuant to Rule 13e-4(c)(4) of the Exchange Act:

1. The Offer expired at 4:00 p.m. Eastern time, on May 10, 2021.

2. 217,341 Shares of the Trust were validly tendered and not withdrawn prior to the expiration of the Offer, and 38,513 of those Shares were accepted for repurchase by the Trust in accordance with the terms of the Offer.

3. The Shares were repurchased at a price of $92.61.

Except as specifically provided herein, the information contained in the Statement, the Offer to Purchase and the Tender Request Form remains unchanged and this Amendment does not modify any of the information previously reported on the Statement, the Offer to Purchase or the Tender Request Form.

The information contained in the Offer to Purchase and the Tender Request Form, previously filed with the Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively, is incorporated by reference into this Final Amendment 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)(ii) Press Release issued on May 11, 2021.

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 Multi-Sector Opportunities Trust II
By:	/s/ John M. Perlowski
	Name: John M. Perlowski
	Title: President and Chief Executive Officer
	Dated: May 11, 2021

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Exhibit Index

(a)(5)(ii) Press release issued on May 11, 2021*

* Filed herewith.

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EX-99.(A)(5)(II)

Exhibit (a)(5)(ii)

Contact:

1-800-882-0052

BlackRock Multi-Sector Opportunities Trust II

Announces Final Results of Tender Offer

New York, May 11, 2021 – BlackRock Multi-Sector Opportunities Trust II (the “Trust”) (NASDAQ: XMSAX, CUSIP: 09258V101) today announced the final results of the Trust’s tender offer (the “Tender Offer”) for up to 2.5% of its issued and outstanding common shares (the “Shares”).

The Tender Offer, which expired at 4:00 p.m. Eastern time on May 10, 2021, was oversubscribed.

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

Number of Shares Tendered	Number of Tendered Shares to be Purchased	Pro-Ration Factor	Purchase Price*
217,341	38,513	17.72%	$92.61

* Equal to 100% of the Trust’s net asset value per Share as of May 10, 2021.

Questions regarding the Tender Offer may be directed to your financial adviser, broker/dealer or other financial intermediary which holds your shares. If your account is held directly at BlackRock, you may contact the Trust at 1-800-882-0052, Option 4.

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 Trust common shares was made only pursuant to an offer on Schedule TO. Common shareholders may obtain a free copy of the offer to purchase and other documents filed with the Securities and Exchange Commission (the “SEC”) at the website maintained by the SEC at www.sec.gov or by directing such requests to the Trust.

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 | Twitter: @blackrock | Blog: www.blackrockblog.com | LinkedIn: www.linkedin.com/company/blackrock

Availability of Trust Updates

BlackRock will update performance and certain other data for the Trust 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 Trust. This reference to BlackRock’s website is intended to allow investors public access to information regarding the Trust 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 Trust may make, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act, with respect to the Trust’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 Trust, 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 Trust or in the Trust’s net asset value; (2) the relative and absolute investment performance of the Trust 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 Trust 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 Trust 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 Trust. The information contained on BlackRock’s website is not a part of this press release.

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