BlackRock Private Investments Fund
12/16/2025 | Press release | Distributed by Public on 12/16/2025 15:16
Amendment to Tender Offer Statement (Form SC TO-I/A)
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. 1)
BlackRock Private Investments Fund
(Name of Subject Company (Issuer))
BlackRock Private Investments Fund
(Names of Filing Person(s) (Issuer))
Common Shares of Beneficial Interest, Par Value $0.001 per Share
(Title of Class of Securities)
Institutional Shares - 09260N105
Class D Shares - 09260N303
Class S Shares - 09260N402
Class T Shares - 09260N501
(CUSIP Number of Class of Securities)
John M. Perlowski
BlackRock Private Investments Fund
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. Jay Spinola, Esq. Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, New York 10019 |
Janey Ahn, Esq. BlackRock Advisors, LLC 50 Hudson Yards New York, New York 10001 |
July 31, 2025
(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. ☒
This Amendment No. 1 (this "Final Amendment") relates to the Issuer Tender Offer Statement on Schedule TO originally filed on July 31, 2025 (the "Schedule TO"), by BlackRock Private Investments Fund, a Delaware statutory trust (the "Trust"), pursuant to Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in connection with an offer by the Trust (the "Offer") to purchase up to 5% of its issued and outstanding common shares of beneficial interest, par value $0.001 per share (including Institutional, Class D, Class S and Class T common shares, the "Shares"), as of June 30, 2025, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 31, 2025 (the "Offer to Purchase"), and in the related Letter of Transmittal, copies of which were previously filed as Exhibits (a)(1)(i) and (a)(1)(ii), respectively, to the Schedule TO.
This is the Final Amendment to the Schedule TO and is being filed to report the results of the Offer. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Offer to Purchase or the Schedule TO.
The following information is furnished pursuant to Rule 13e-4(c)(4) under the Exchange Act:
| 1. |
The Offer expired at 11:59 p.m., Eastern time, on August 27, 2025. |
| 2. |
The Offer was undersubscribed. Therefore, in accordance with the terms of the Offer, the Trust purchased Shares from all tendering shareholders. 612,745.021 Institutional Shares of the Trust were validly tendered and not withdrawn prior to the expiration of the Offer, and all of those Shares were accepted for repurchase by the Trust in accordance with the terms of the Offer. No Class D Shares, Class S Shares or Class T Shares of the Trust were tendered and not withdrawn prior to the expiration of the Offer. |
| 3. |
The Valuation Date of the Shares tendered pursuant to the Offer was September 30, 2025. The NAV per Institutional Share on the Valuation Date was $13.38. The NAV per Class D Share on the Valuation Date was $13.23. There were no Class S Shares or Class T Shares outstanding on the Valuation Date. |
| 4. |
Payment of the repurchase price was made in the form of a promissory note issued to each shareholder whose tendered Shares were accepted for repurchase by the Trust. On October 30, 2025, in accordance with the terms of the Offer and the promissory notes, the Trust paid such shareholders of the Trust $7,972,684.51, collectively, of the cumulative amount payable under the promissory notes, and the remaining $219,187.17 was paid on December 15, 2025 (in each case net of any applicable early repurchase fee). |
Except as specifically provided herein, the information contained in the Schedule TO, as amended, and the Letter of Transmittal remains unchanged and this Final Amendment does not modify any of the information previously reported in the Schedule TO, as amended, or the Letter of Transmittal.
| Item 12(b). |
Filing Fees |
Filing Fee Exhibit is filed herewith.
- 2 -
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.
| BlackRock Private Investments Fund | ||
| By: | /s/ John M. Perlowski | |
| Name: John M. Perlowski | ||
| Title: President and Chief Executive Officer | ||
| Dated: December 16, 2025 | ||
- 3 -
Exhibit Index
Exhibit
Filing Fee Exhibit
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