M&A - BlackRock ETF Trust II

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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.

Document Link: View Document

Additional details:

Title Of Securities Being Registered: Shares of beneficial interest, no par value


Tax Opinion: Opinion of Willkie Farr & Gallagher LLP supporting the tax matters and consequences to shareholders


Registration Fee Calculation: No filing fee is required because of reliance on Section 24(f) and Rule 24f-2 under the Investment Company Act of 1940.


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.

Document Link: View Document

Additional details:

Predecessor Fund: BlackRock High Yield Municipal Fund

Reorganization Date: 2025-02-07

Portfolio Managers: [{"name":"Patrick Haskell","tenure":"2025"},{"name":"Kevin Maloney, CFA","tenure":"2016"},{"name":"Ryan McDonald, CFA","tenure":"2014"},{"name":"Walter O'Connor, CFA","tenure":"1991"},{"name":"Phillip Soccio, CFA","tenure":"2007"}]

Manager Compensation Structure: Includes base salary, performance-based discretionary bonuses, and other benefits.

Equity Holdings: {"kevin_maloney":"$1 - $10,000","ryan_mcdonald":"$50,001 - $100,000","walter_oconnor":"$10,001 - $50,000","phillip_soccio":"$1 - $10,000"}


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.

Document Link: View Document

Additional details:

Comment Number: 1

Response: Consent of the Acquiring Fund’s independent registered public accounting firm will be filed with the Amendment.


Comment Number: 2

Response: 10-year example figures for the Target Fund Investor C shares accurately reflect the expenses of the Fund.


Comment Number: 3

Response: Pro Forma fee tables are updated to reflect applicable interest expense.


Comment Number: 4

Response: All Staff comments on the Post-Effective Amendment No. 40 will be incorporated into the Amendment.


Comment Number: 5

Response: Fee waiver is not subject to recoupment.


Comment Number: 6

Response: Principal risks will be reordered based on the level of risk.


Comment Number: 7

Response: Requested language from Acceptance of Orders for Creation Units has been deleted.


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.

Document Link: View Document

Additional details:

Target Fund Name: BlackRock High Yield Municipal Fund


Target Company Name: BlackRock Municipal Bond Fund, Inc.


Acquiring Fund Name: iShares High Yield Muni Active ETF


Reorganization Date: January 31, 2025


No Shareholder Vote Required: true


Advisors Involved: BlackRock Fund Advisors


Expected Benefits: [{"lower_expenses":"true"},{"greater_trading_flexibility":"true"},{"daily_transparency":"true"},{"enhanced_tax_efficiency":"true"}]


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