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. 2)

 

 

BlackRock Municipal Income Fund, Inc.

(Name of Subject Company (Issuer))

BlackRock Municipal Income Fund, Inc.

(Names of Filing Person(s) (Issuer))

Shares of Common Stock, Par Value $0.10 per share

(Title of Class of Securities)

09253X102

(CUSIP Number of Class of Securities)

John M. Perlowski

BlackRock Municipal Income Fund, Inc.

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.		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

 

 

October 15, 2024

(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. ☐

 

 

 

Introductory Statement

This Amendment No. 2 (this “Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO (together with any subsequent amendments and supplements thereto, the “Schedule TO”), filed with the Securities and Exchange Commission by BlackRock Municipal Income Fund, Inc., a Maryland corporation (the “Fund”), on October 15, 2024, relating to the Fund’s offer to purchase 50% of its issued and outstanding shares of common stock, par value $0.10 per share (the “Shares”), in exchange for cash at a price equal to 98% of the net asset value (“NAV”) per Share determined as of the close of the regular trading session of the New York Stock Exchange, the principal market on which the Shares are traded, on the next day the NAV is calculated after the offer expires, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 15, 2024 (the “Offer to Purchase”), and in the related Letter of Transmittal (the “Offer”).

This Amendment No. 2 is being filed pursuant to Rule 13e-4(c)(1) of the Securities Exchange Act of 1934, as amended, to file a written communication relating to the Offer. Item 12 of the Schedule TO is hereby updated by this Amendment No. 2 to include a Letter to Shareholders, which is attached hereto as Exhibit (a)(5)(vi).

Only those items amended are reported in this Amendment No. 2. Except as specifically provided herein, the information set forth in the Schedule TO, including all schedules and annexes thereto that were previously filed therewith, remains unchanged and is incorporated herein by reference, except that such information is hereby amended and supplemented to the extent specifically provided for herein and to the extent amended and supplemented by the exhibits filed herewith.

You should read this Amendment No. 2 together with the Schedule TO, the Offer to Purchase and the Letter of Transmittal.

 

Item 12(a).

Exhibits

 

(a)(1)(i)		Offer to Purchase, dated October 15, 2024, is incorporated by reference to the Fund’s Tender Offer Statement on Schedule TO (File No. 005-84460), as filed with the Commission on October 15, 2024.
(a)(1)(ii)		Form of Letter of Transmittal, dated October  15, 2024, is incorporated by reference to the Fund’s Tender Offer Statement on Schedule TO (File No. 005-84460), as filed with the Commission on October 15, 2024.
(a)(2)		None.
(a)(3)		Not Applicable.
(a)(4)		Not Applicable.
(a)(5)(i)		Press release issued on May  3, 2024 is incorporated by reference to the Fund’s Schedule TO-C, as filed with the Commission on May 3, 2024.
(a)(5)(ii)		Press release issued on June  7, 2024 is incorporated by reference to the Fund’s Schedule TO-C, as filed with the Commission on June 7, 2024.
(a)(5)(iii)		Press release issued on September  30, 2024 is incorporated by reference to the Fund’s Schedule TO-C, as filed with the Commission on September 30, 2024.
(a)(5)(iv)		Press release issued on October  8, 2024 is incorporated by reference to the Fund’s Schedule TO-C, as filed with the Commission on October 8, 2024.
(a)(5)(v)		Letter to Shareholders is incorporated by reference to Exhibit (a)(5)(v) to the Fund’s Schedule TO-I/A, as filed with the Commission on October 24, 2024.
(a)(5)(vi)		Letter to Shareholders is filed herewith.
(b)		None.
(d)(1)		Form of Automatic Dividend Reinvestment Plan is incorporated by reference to Exhibit (e)  to Pre-Effective Amendment No. 1 to the Fund’s Registration Statement on Form N-2 (File No.  333-105343), as filed with the Commission on June 25, 2003.
(d)(2)		Investment Management Agreement between the Fund and BlackRock Advisors, LLC dated September  29, 2006, is incorporated by reference to Exhibit (6)(a) to the Fund’s Registration Statement on Form N-14 (File No.  333-26049), as filed with the Commission on December 16, 2021.
(d)(3)		Form of BlackRock Fixed-Income Complex Third Amended and Restated Deferred Compensation Plan is incorporated by reference to Exhibit (8) to the Fund’s Registration Statement on Form N-14 (File No. 333-260149), as filed with the Commission on October 8, 2021.

 

- 2 -

(d)(4)		Standstill Agreement among the Fund, Karpus Management, Inc. and BlackRock Advisors, LLC, dated May  3, 2024, is incorporated by reference to the Fund’s Tender Offer Statement on Schedule TO (File No. 005-84460), as filed with the Commission on October 15, 2024.
(g)		None.
(h)		None.

 

Item 12(c).

Filing Fees

Filing Fee Exhibit is filed herewith.

 

- 3 -

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.

 

 

- 4 -

Exhibit Index

 

Exhibit Number		Description
(a)(5)(vi)		Letter to Shareholders
		Filing Fee Exhibit

 

- 5 -

Exhibit (a)(5)(vi)

 

Why am I receiving this letter?

You are receiving this letter because you hold shares in BlackRock Municipal Income Fund, Inc. (“MUI”). On September 30, 2024, shareholders approved the conversion of MUI from an exchange-listed closed-end fund to an unlisted closed-end interval fund (the “Conversion”). The Conversion is currently expected to occur in the first quarter of 2025.

How will the unlisted interval fund differ from MUI?

 

Name		BlackRock Municipal Income Fund, Inc. (Exchange-Listed Closed-End Fund)		BlackRock Municipal Credit Alpha Portfolio, Inc. (Unlisted Closed-End Interval Fund)
Investment    Objective		•   To provide high current income exempt from federal income taxes		•   To provide attractive after-tax total return, through income and capital appreciation
Investment Strategy		•   Invests at least 80% of its net assets, plus the amount of any borrowings of any borrowings for investment purposes, in municipal bonds exempt from federal income taxes (except that the interest may be subject to the federal alternative minimum tax)		•   Invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in municipal securities and other investments, the income of which is exempt from federal income taxes (except that the interest may be subject to the federal alternative minimum tax)
		•   Under normal market conditions, MUI invests at least 75% of its total assets in municipal bonds rated investment grade or unrated securities with comparable creditworthiness in the opinion of BlackRock Advisors, LLC		•   Under normal circumstances, the Fund will invest at least 75% of its assets in municipal bonds that are rated in the medium to lower categories (BBB/Baa or lower), or non-rated securities which are of comparable quality in the opinion of BlackRock Advisors, LLC
Liquidity		•   Buy or sell daily on the New York Stock Exchange (“NYSE”) at MUI’s market price, which may be greater than (at a premium to) or less than (at a discount to) MUI’s net asset value		•   Daily subscriptions at net asset value (less any applicable sales load) •   Quarterly repurchase offers for between 5% and 25% of the Fund’s outstanding shares at net asset value*

 

*

The number of shares repurchased from a shareholder may be prorated if the repurchase offer is oversubscribed, meaning that shareholders may only be able to sell a portion of their shares in any given repurchase offer. Accordingly, shareholders should consider an investment in shares of the interval fund to be an illiquid investment that is appropriate only as a long-term investment.

What are my options to sell if I do not want to hold an unlisted interval fund?

 

		Participate in the tender offer: Tender your shares prior to November 15, 2024 by responding to the current tender offer materials that you recently received in the mail. Please note that MUI may only purchase a portion of your shares if the number of shares tendered by all shareholders exceeds the number of shares to be repurchased by MUI. You can contact Georgeson LLC, MUI’s tender information agent, at (866)-735-8139 if you have any questions.
		Sell on the NYSE: MUI’s shares will be delisted from the NYSE prior to the effective date of the Conversion. If you do not wish to hold shares of the interval fund, you should sell your MUI shares on the NYSE prior to the effective date of the delisting, which is expected to occur in the first quarter of 2025.

 

Exhibit 107

EX-FILING FEES

Calculation of Filing Fee Tables

SC TO-I

(Form Type)

BlackRock Municipal Income Fund, Inc.

(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		—		—		—
Fees Previously Paid		$467,229,014.56(1)		0.00015310%		$71,532.76(2)
Total Transaction Valuation		$467,229,014.56
Total Fees Due for Filing						$71,532.76
Total Fees Previously Paid						$71,532.76
Total Fee Offsets						—
Net Fee Due						$0.00

 

(1)

Calculated as the aggregate maximum purchase price for Shares that could be purchased, based upon the shares outstanding and net asset value of BlackRock Municipal Income Fund, Inc. (the “Fund”) as of October 8, 2024. The fee of $71,532.76 was paid in connection with the filing of the Schedule TO-I by the Fund (File No. 005-84460) on October 15, 2024.

 

(2)	Calculated at $153.10 per $1,000,000 of the Transaction Value.