06/27/2025 | Press release | Distributed by Public on 06/27/2025 15:09
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CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS
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S-1 | |||
PROSPECTUS SUPPLEMENT SUMMARY
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S-2 | |||
SUMMARY OF TRUST EXPENSES
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S-4 | |||
USE OF PROCEEDS
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S-5 | |||
CAPITALIZATION
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S-6 | |||
PLAN OF DISTRIBUTION
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S-7 | |||
LEGAL MATTERS
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S-8 | |||
ADDITIONAL INFORMATION
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S-8 |
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PROSPECTUS SUMMARY
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1 | |||
SUMMARY OF TRUST EXPENSES
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5 | |||
FINANCIAL HIGHLIGHTS
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6 | |||
USE OF PROCEEDS
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8 | |||
THE TRUST
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8 | |||
DESCRIPTION OF SHARES
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9 | |||
THE TRUST'S INVESTMENTS
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10 | |||
LEVERAGE
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19 | |||
RISKS
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24 | |||
HOW THE TRUST MANAGES RISK
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32 | |||
MANAGEMENT OF THE TRUST
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33 | |||
NET ASSET VALUE
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35 | |||
DISTRIBUTIONS
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38 | |||
DIVIDEND REINVESTMENT PLAN
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38 | |||
RIGHTS OFFERINGS
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40 | |||
TAX MATTERS
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41 | |||
TAXATION OF HOLDERS OF RIGHTS
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47 | |||
CERTAIN PROVISIONS IN THE AGREEMENT AND DECLARATION OF TRUST AND BYLAWS
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47 | |||
CLOSED-END FUND STRUCTURE
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49 | |||
REPURCHASE OF COMMON SHARES
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49 | |||
PLAN OF DISTRIBUTION
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50 | |||
INCORPORATION BY REFERENCE
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51 | |||
PRIVACY PRINCIPLES OF THE TRUST
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52 |
The Trust
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The Trust is a diversified, closed-end management investment company. The Trust's investment objective is to provide current income exempt from regular federal income taxes. There can be no assurance that the Trust's investment objective will be achieved or that the Trust's investment program will be successful. The Trust's common shares are listed for trading on the NYSE under the symbol "BHK."
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Investment Advisor and Sub-Advisors
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BlackRock Advisors, LLC (previously defined as the "Advisor") is the Trust's investment adviser. The Advisor receives an annual fee, payable monthly, in an amount equal to 0.50% of the average weekly value of the Trust's Managed Assets. "Managed Assets" means the total assets of the Trust (including any assets attributable to money borrowed for investment purposes) minus the sum of the Trust's accrued liabilities (other than money borrowed for investment purposes). BlackRock International Limited ("BIL") and BlackRock (Singapore) Limited ("BSL") serve as sub-advisers to the Trust (each, previously defined as a "Sub-Advisor"). The Advisor, and not the Trust, pays an annual sub-advisory fee to the Sub-Advisors. For that portion of the Trust for which each Sub-Advisor acts as sub-adviser, the Advisor pays to such Sub-Advisor an annual sub-advisory fee equal to a percentage of the management fee received by the Advisor from the Trust with respect to the average daily value of the Managed Assets of the Trust allocated to such Sub-Advisor.
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The Offering
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The Trust has entered into the Distribution Agreement with the Distributor to provide for distribution of the Trust's common shares. The Distributor has entered into the Sub-Placement Agent Agreement with the Sub-Placement Agent with respect to the Trust relating to the common shares offered by this Prospectus Supplement and the accompanying Prospectus. In accordance with the terms of the Sub-Placement Agent Agreement, the Trust may offer and sell its common shares from time to time through the Sub-Placement Agent as sub-placement agent for the offer and sale of its common shares. The Trust will compensate the Distributor with respect to sales of common shares at a commission rate of 1.00% of the gross proceeds of the sale of the Trust's common shares. Out of this commission, the Distributor will compensate the Sub-Placement Agent at a rate of up to 0.80% of the gross sales proceeds of the sale of the Trust's common shares sold by the Sub-Placement Agent.
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The provisions of the Investment Company Act generally require that the public offering price of common shares (less any underwriting commissions and discounts) must equal or exceed the net asset value per share of a company's common shares (calculated within 48 hours of pricing).
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Sales of our common shares, if any, under this Prospectus Supplement and the accompanying Prospectus may be made in negotiated transactions or transactions that are deemed to be "at the market" as defined in Rule 415 under the Securities Act, including sales made directly on the NYSE or sales made to or through a market maker other than on an exchange.
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Use of Proceeds
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We currently anticipate that we will be able to invest all of the net proceeds of any sales of common shares pursuant to this Prospectus Supplement in accordance with our investment objective and policies as described in the accompanying Prospectus under "The Trust's Investments" within approximately three months of the receipt of such proceeds. Pending such investment, it is anticipated that the proceeds will be invested in short-term, tax-exempt or taxable investment grade securities or in high quality, short-term money market instruments. Depending on market conditions and operations, a portion of the cash held by the Trust, including any proceeds raised from the offering, may be used to pay distributions in accordance with the Trust's distribution policy and may be a return of capital.
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Shareholder Transaction Expenses
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Sales load paid by you (as a percentage of offering price)(1)
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1.00 | % |
Offering expenses borne by the Trust (as a percentage of offering price)(1)(2)
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0.02 | % |
Dividend reinvestment plan fees
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$0.02 per share for open-market purchases of common shares(3) |
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Dividend reinvestment plan sale transaction fee
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$2.50 | (3) |
Estimated Annual Expenses (as a percentage of net assets attributable to common shares)
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Management fees(4)(5)
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0.77 | % |
Other Expenses(6)
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2.91 | % |
Miscellaneous
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0.12 | % |
Interest Expense(7)
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2.79 | % |
Total Annual Expenses(6)
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3.68 | % |
Fee Waivers and/or Expense Reimbursements(5)
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- |
Total Annual Expenses after Fee Waivers and/or Expense Reimbursements(5)
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3.68 | % |
(1) |
Represents the estimated commission with respect to the Trust's common shares being sold in this offering. There is no guarantee that there will be any sales of the Trust's common shares pursuant to this Prospectus Supplement and the accompanying Prospectus. Actual sales of the Trust's common shares under this Prospectus Supplement and the accompanying Prospectus, if any, may be less than as set forth under "Capitalization" below. In addition, the price per share of any such sale may be greater than or less than the price set forth under "Capitalization" below, depending on market price of the Trust's common shares at the time of any such sale.
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(2) |
Based on a sale price per share of $9.63, which represents the last reported sale price per share of the Trust's common shares on the NYSE on June 18, 2025. Assumes all of the common shares being offered by this Prospectus Supplement and the accompanying Prospectus are sold. Represents the initial offering costs incurred by the Trust in connection with this offering, which are estimated to be $117,000. Offering costs generally include, but are not limited to, the preparation, review and filing with the SEC of the Trust's registration statement, the preparation, review and filing of any associated marketing or similar materials, costs associated with the printing, mailing or other distribution of the Prospectus Supplement and the accompanying Prospectus and/or marketing materials, associated filing fees, NYSE listing fees, and legal and auditing fees associated with the offering.
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(3) |
Computershare Trust Company, N.A.'s (the "Reinvestment Plan Agent") fees for the handling of the reinvestment of dividends will be paid by the Trust. However, you will pay a $0.02 per share fee incurred in connection with open-market purchases, which will be deducted from the value of the dividend. You will also be charged a $2.50 sales fee and pay a $0.15 per share fee if you direct the Reinvestment Plan Agent to sell your common shares held in a dividend reinvestment account. Per share fees include any applicable brokerage commissions the Reinvestment Plan Agent is required to pay.
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(4) |
The Trust currently pays the Advisor a monthly fee at an annual contractual investment management fee rate of 0.50% of its average weekly managed assets. For purposes of calculating these fees, "managed assets" means the total assets of the Trust (including any assets attributable to money borrowed for investment purposes) minus the sum of the Trust's accrued liabilities (other than money borrowed for investment purposes).
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(5) |
The Trust and the Advisor have entered into a fee waiver agreement (the "Fee Waiver Agreement"), pursuant to which the Advisor has contractually agreed to waive the management fee with respect to any portion of the Trust's assets attributable to investments in any equity and fixed-income mutual funds and exchange-traded funds managed by the Advisor or its affiliates that have a contractual management fee, through June 30, 2027. In addition, pursuant to the Fee Waiver Agreement, the Advisor has contractually agreed to waive its management fees by the amount of investment advisory fees the Trust pays to the Advisor indirectly through its investment in money market funds managed by the Advisor or its affiliates, through June 30, 2027. The Fee Waiver Agreement may be terminated at any time, without the payment of any penalty, only by the Trust (upon the vote of a majority of the Trustees who are not "interested persons" (as defined in the Investment Company Act) of the Trust or a majority of the outstanding voting securities of the Trust), upon 90 days' written notice by the Trust to the Advisor.
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(6) |
The Total Annual Expenses does not correlate to the ratio of expenses to average net assets given in the Fund's most recent annual report, which does not include acquired fund fees and expenses.
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(7) |
Assumes the use of leverage in the form of reverse repurchase agreements representing 39.5% of managed assets at an annual interest expense to the Trust of 5.2%, which is based on current market conditions. The actual amount of interest expense borne by the Trust will vary over time in accordance with the level of the Trust's use of reverse repurchase agreements and variations in market interest rates. Interest expense is required to be treated as an expense of the Trust for accounting purposes.
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1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Total expenses incurred
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$ | 47 | $ | 122 | $ | 198 | $ | 399 |
As of December 31, 2024 |
As adjusted for Offering (unaudited) |
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Common shares
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54,120,397 | 61,064,341 | ||||||
Paid in Capital
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$ | 719,717,093 | $ | 785,801,572 | ||||
Undistributed NII
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$ | (114,627,741) | $ | (114,627,741) | ||||
Accumulated Loss
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$ | (23,598,144) | $ | (23,598,144) | ||||
Net depreciation
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$ | (24,198,328) | $ | (24,198,328) | ||||
Net Assets
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$ | 557,292,880 | $ | 623,377,359 | ||||
NAV
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$ | 10.30 | $ | 10.21 |
NYSE Market Price Per Common Share |
NAV per Common Share on Date of Market Price |
Premium/ (Discount) on Date of Market Price |
Trading Volume |
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During Quarter Ended | High | Low | High | Low | High | Low | ||||||||||||||||||||||
March 31, 2025
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$ | 10.86 | $ | 10.15 | $ | 10.59 | $ | 10.14 | 2.55 | % | 0.10 | % | 7,637,892 | |||||||||||||||
December 31, 2024
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$ | 12.03 | $ | 10.39 | $ | 11.08 | $ | 10.31 | 8.57 | % | 0.78 | % | 9,289,850 | |||||||||||||||
September 30, 2024
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$ | 12.06 | $ | 10.55 | $ | 11.15 | $ | 10.46 | 8.16 | % | 0.86 | % | 10,186,620 | |||||||||||||||
June 30, 2024
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$ | 10.86 | $ | 10.23 | $ | 10.71 | $ | 10.24 | 1.35 | % | (0.10 | )% | 8,354,790 | |||||||||||||||
March 31, 2024
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$ | 11.00 | $ | 10.37 | $ | 11.02 | $ | 10.61 | (0.18 | )% | (2.26 | )% | 11,686,607 | |||||||||||||||
December 31, 2023
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$ | 10.97 | $ | 9.14 | $ | 11.10 | $ | 9.70 | (1.17 | )% | (5.77 | )% | 13,106,334 | |||||||||||||||
September 30, 2023
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$ | 10.90 | $ | 9.85 | $ | 10.89 | $ | 10.12 | 0.09 | % | (2.67 | )% | 8,953,910 | |||||||||||||||
June 30, 2023
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$ | 11.06 | $ | 10.21 | $ | 11.19 | $ | 10.75 | (1.16 | )% | (5.02 | )% | 10,749,339 | |||||||||||||||
March 31, 2023
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$ | 11.68 | $ | 10.51 | $ | 11.77 | $ | 11.01 | (0.76 | )% | (4.54 | )% | 11,040,096 |