M&A - BlackRock ETF Trust II

Form Type: N-14

Filing Date: 2025-06-06

Corporate Action: Merger

Type: New

Accession Number: 000119312525136953

Filing Summary: On June 6, 2025, BlackRock ETF Trust II filed a registration statement involving the reorganization of BlackRock Mortgage-Backed Securities Fund, a series of BlackRock Funds V (the 'Target Fund'), into iShares Mortgage-Backed Securities Active ETF, a series of BlackRock ETF Trust II (the 'Acquiring Fund'). This merger will entail the Target Fund being liquidated post-reorganization. The Boards of both funds have determined that this transaction is in the best interests of their shareholders, with promises of no dilution in shareholder value. Upon reorganization, Target Fund shareholders will receive shares of the Acquiring Fund that are equal in value to their holdings, along with possible cash payments for fractional shares. The reorganization aims to convert the Target Fund from an open-end mutual fund into an exchange-traded fund (ETF), which offers benefits such as lower operating expenses, increased trading flexibility, daily transparency of holdings, and potential enhanced tax efficiency. Shareholders will not need to vote on this reorganization, as it is permitted under applicable laws without shareholder approval. The transaction is expected to qualify as a tax-free reorganization, except for cash received, which may have tax implications for shareholders in non-tax qualified accounts.

Form Type: N-14

Filing Date: 2025-06-06

Corporate Action: Merger

Type: New

Accession Number: 000119312525136975

Filing Summary: BlackRock ETF Trust II has filed a registration statement related to the reorganization of the BlackRock Securitized Income Fund into the iShares Securitized Income Active ETF. The reorganization is completed through a structured process where assets from the Target Fund will be transferred to the Acquiring Fund, followed by liquidation of the Target Fund. The reorganization is deemed to be in the best interests of shareholders as it will not dilute their investments and is expected to provide benefits such as lower annual fund operating expenses, increased trading flexibility, and enhanced transparency regarding portfolio holdings. Shareholders will automatically receive equivalent shares in the Acquiring Fund if they hold their Target Fund shares through a brokerage account that accommodates ETF shares. No shareholder vote is required for this reorganization, and it is anticipated that the reorganization will qualify as a tax-free event for U.S. federal income tax purposes, barring any cash received which may have tax implications. The document emphasizes the differences between mutual funds and ETFs, outlining the expected advantages of this transition.

Form Type: POS EX

Filing Date: 2025-02-13

Corporate Action: Acquisition

Type: Update

Accession Number: 000119312525026019

Filing Summary: BlackRock ETF Trust II filed a Post-Effective Amendment No. 1 to its Registration Statement on Form N-14 under the Securities Act of 1933 on February 13, 2025. This filing is in relation to the reorganization of BlackRock High Yield Municipal Fund into iShares High Yield Muni Active ETF, which is a series of BlackRock ETF Trust II. The filing contains the tax opinion from Willkie Farr & Gallagher LLP concerning the consequences of this reorganization for shareholders. Relevant exhibits and previous filings are referenced for additional context, maintaining consistency with earlier documents and agreements related to the formations and management of these funds.

Form Type: 497K

Filing Date: 2025-02-10

Corporate Action: Merger

Type: Update

Accession Number: 000119312525023087

Filing Summary: On February 10, 2025, BlackRock ETF Trust II filed a 497K supplement related to the iShares High Yield Municipal Active ETF. The filing details the reorganization of BlackRock High Yield Municipal Fund into the iShares High Yield Municipal Active ETF as of the close of trading on February 7, 2025. The supplement includes significant updates to the Fund's Summary Prospectus, Prospectus, and Statement of Additional Information (SAI), particularly concerning the management section. The former management team mentioned in the documents has been replaced, and new portfolio managers - Patrick Haskell, Kevin Maloney, Ryan McDonald, Walter O'Connor, and Phillip Soccio - have been introduced, alongside their tenure details. The changes emphasize that these managers are now jointly responsible for day-to-day operations. Additional information regarding manager compensation and the structure of fees was also outlined, indicating a shift in management oversight and potential conflicts of interest due to performance-based fees. Lastly, beneficial ownership data for portfolio managers was included, showing varying levels of previous ownership in the predecessor fund.

Form Type: CORRESP

Filing Date: 2024-11-22

Corporate Action: Merger

Type: Update

Accession Number: 000119312524264165

Filing Summary: This letter serves as a response to comments from the SEC's Division of Investment Management regarding the Registration Statement on Form N-14, filed by BlackRock ETF Trust II for the proposed reorganization of the BlackRock High Yield Municipal Fund into the iShares High Yield Muni Active ETF. Key points include confirmations that the independent public accounting firm's consent will be included in the forthcoming Amendment. Additionally, the Registrant has confirmed updates to 10-year expense example figures for the Target Fund, the inclusion of necessary interest expenses in the Pro Forma fee tables, and the incorporation of all applicable comments from the Acquiring Fund Registration Statement into the Amendment. The letter also addresses restructuring of principal investment risks and removal of certain language concerning potential adverse effects on the Fund from the Statement of Additional Information. The Registrant is committed to ensuring all comments are adequately incorporated and adjustments made as required before the Amendment is filed.

Form Type: N-14

Filing Date: 2024-09-18

Corporate Action: Merger

Type: New

Accession Number: 000119312524221494

Filing Summary: BlackRock ETF Trust II filed a Registration Statement under the Securities Act of 1933 on September 18, 2024, regarding the reorganization of BlackRock High Yield Municipal Fund (the Target Fund), a series of BlackRock Municipal Bond Fund, Inc., into iShares High Yield Muni Active ETF (the Acquiring Fund), which is part of BlackRock ETF Trust II. This reorganization includes the liquidation of the Target Fund post-transaction. The objective is to transition from a mutual fund to an ETF, offering benefits such as lower expenses, increased trading flexibility, daily transparency of holdings, and potential enhanced tax efficiency. Shareholders of the Target Fund will receive shares of the Acquiring Fund or cash for fractional shares upon completion. Notably, no shareholder vote is required for this transaction, and shareholders must ensure they hold their shares in brokerage accounts that can accept ETF shares to participate fully in the reorganization. If not, their shares will be liquidated for cash according to their NAV by January 31, 2025. The document details the differences between mutual funds and ETFs, and the rationale behind the reorganization, emphasizing that it will not dilute shareholder interests or have adverse effects post-reorganization.