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 Alpha Strategies Fund
(Name of Subject Company (Issuer))
BlackRock Alpha Strategies Fund
(Names of Filing Person(s) (Issuer))
Common Shares of Beneficial Interest, Par Value $0.001 per Share – Class A Shares and Class I Shares
(Title of Class of Securities)
Class A Shares – 09261A102
Class I Shares – 09261A201
(CUSIP Number of Class of Securities)
John M. Perlowski
BlackRock Alpha Strategies Fund
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. P. Jay Spinola, Esq. |
Janey Ahn, Esq. | |
| Willkie Farr & Gallagher LLP | BlackRock Advisors, LLC | |
| 787 Seventh Avenue | 50 Hudson Yards | |
| New York, New York 10019 | New York, New York 10001 |
September 25, 2023
(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. 1 (this “Final Amendment”) relates to the Issuer Tender Offer Statement on Schedule TO originally filed on September 25, 2023 (the “Schedule TO”), by BlackRock Alpha Strategies Fund (formerly, BlackRock Hedge Fund Guided Portfolio Solution), 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 purchase up to 25% of its issued and outstanding Class A and Class I common shares of beneficial interest, par value $0.001 per share (the “Shares”), as of September 1, 2023, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 25, 2023 (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. 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 pursuant to Rule 13e-4(c)(4) under the Exchange Act:
| 1. | The Offer expired at 11:59 p.m., Eastern time, on October 25, 2023. |
| 2. | The Offer was undersubscribed. Therefore, in accordance with the terms of the Offer, the Trust purchased Shares from all tendering shareholders. 158,514.278 Shares of the Trust were validly tendered and not withdrawn prior to the expiration of the Offer, and all of those Shares were accepted for repurchase by the Trust in accordance with the terms of the Offer. |
| 3. | The Valuation Date of the Shares tendered pursuant to the Offer was December 29, 2023. |
| 4. | Payment of the repurchase price was made in the form of a promissory note issued to each shareholder whose tendered Shares were accepted for repurchase by the Trust. On February 2, 2024, in accordance with the terms of the Offer and the promissory notes, the Trust paid such shareholders of the Trust $1,466,569.41, collectively, of the cumulative amount payable under the promissory notes, and the remaining $118,386.35 was paid on April 26, 2024. |
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 12(b). | Filing Fees |
Filing Fee Exhibit is filed herewith.
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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 Alpha Strategies Fund | ||
| By: | /s/ John M. Perlowski | |
| Name: John M. Perlowski | ||
| Title: President and Chief Executive Officer | ||
| Dated: April 29, 2024 | ||
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Exhibit Index
| Exhibit |
| Filing Fee Exhibit |
EX-FILING FEES
Calculation of Filing Fee Tables
SC TO-I/A
(Form Type)
BlackRock Alpha Strategies Fund
(Exact Name of Registrant as Specified in its Charter)
Table 1: Transaction Valuation
| Transaction Valuation |
Fee rate |
Amount of Filing Fee | ||||
| Fees to Be Paid |
— | 0.0001102% | — | |||
| Fees Previously Paid |
$24,632,129.00(1) | $2,714.46 (2) | ||||
| Total Transaction Valuation |
$24,632,129.00(1) | |||||
| Total Fees Due for Filing |
$2,714.46 | |||||
| Total Fees Previously Paid |
$2,714.46 | |||||
| Total Fee Offsets |
— | |||||
|
Net Fee Due |
$0 | |||||
| (1) | The transaction value is calculated as the aggregate maximum purchase price for Shares that could be purchased, based upon the net asset value of the Trust as of August 1, 2023. The fee of $2,714.46 was paid in connection with the filing of the Schedule TO-I by BlackRock Alpha Strategies Fund (formerly, BlackRock Hedge Fund Guided Portfolio Solution) (File No. 005-92613) on September 25, 2023 (the “Schedule TO”). This is the final amendment to the Schedule TO and is being filed to report the results of the offer. |
| (2) | Calculated at $110.20 per $1,000,000 of the Transaction Value. |