M&A: BLACKROCK INCOME TRUST, INC.

Form Type: N-14 8C

Filing Date: 2024-12-30

Corporate Action: Merger

Type: New

Accession Number: 000119312524286891

Comments: 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.

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