M&A - BLACKROCK INCOME TRUST, INC.

Form Type: 425

Filing Date: 2025-03-24

Corporate Action: Merger

Type: New

Accession Number: 000119312525061480

Filing Summary: On March 24, 2025, BlackRock Income Trust, Inc. (BKT) announced the completion of the reorganization of BlackRock Enhanced Government Fund, Inc. (EGF) with and into BKT, effective at the opening of the New York Stock Exchange. Each EGF shareholder received common shares of BKT equivalent to the net asset value of EGF shares they held as of March 21, 2025. No fractional shares were issued; instead, shareholders received cash for any fractional shares. The net asset value per share for EGF was $10.0444, and the conversion ratio was approximately 0.84020511 to BKT, which had a net asset value of $11.9547. A distribution from EGF is scheduled for payment in cash on March 31, 2025, following this reorganization.

Form Type: N-14 8C/A

Filing Date: 2025-02-10

Corporate Action: Merger

Type: Update

Accession Number: 000119312525023642

Filing Summary: BlackRock Income Trust, Inc. filed a registration statement on Form N-14, labeled as Pre-Effective Amendment No. 1, which details a proposed reorganization of BlackRock Enhanced Government Fund, Inc. (the Target Fund) into BlackRock Income Trust, Inc. (the Acquiring Fund). A special shareholder meeting is scheduled for March 18, 2025, to vote on this proposal. Shareholders will consider the Agreement and Plan of Reorganization, which involves the acquisition of the Target Fund’s assets and liabilities by the Acquiring Fund in exchange for new shares of the Acquiring Fund. This transaction aims to enhance shareholder value by improving operational efficiencies and reducing expenses. The Target Fund will cease to exist as it will terminate under the 1940 Act and be dissolved under Maryland law following the completion of the reorganization. The document discusses the potential benefits such as lower total expenses per share, greater diversification, and economies of scale that may result from this restructuring. It highlights the Board of Directors' belief that this move is in the best interest of shareholders, ensuring their interests are not diluted. The proposed completion date falls within the first quarter of 2025. The filing also addresses shareholder voting procedures and the importance of participation in the meeting.

Form Type: N-14 8C

Filing Date: 2024-12-30

Corporate Action: Merger

Type: New

Accession Number: 000119312524286891

Filing Summary: BlackRock Income Trust, Inc. is filing a registration statement under the Securities Act of 1933 regarding a proposal for the reorganization of BlackRock Enhanced Government Fund, Inc. (the 'Target Fund') into BlackRock Income Trust, Inc. (the 'Acquiring Fund'). This strategic merger aims to acquire substantially all of the assets of the Target Fund while the Acquiring Fund will assume its liabilities, with the sole consideration for Target Fund shareholders being newly issued shares of the Acquiring Fund. The document outlines the rationale for the merger, including the anticipated benefits such as lower total expenses per share and improved operational efficiencies. The Boards of both funds have unanimously recommended the merger as being in the best interests of their shareholders. A special shareholder meeting for the Target Fund is scheduled for March 18, 2025, where shareholders will vote on the proposed reorganization. The document explains the implications for shareholders, including how the transaction will be structured and the financial terms and conditions of the merger, emphasizing that after the supposed closing date, existing shareholders may receive different management fee agreements and expense ratios. The filing also includes details about potential changes to distribution policies post-merger, as well as the expected closing date during the second quarter of 2025. The forms further address important questions regarding the impact on transaction fees, historical price trends, and nuances of voting for the upcoming special meeting.