A Leading Independent Proxy Advisory Firm
Concludes “Direct Intervention at the Board Level is Necessary”
Based on the Funds’ Unacceptable Performance and Anti-Shareholder
Governance
Visit HeyBlackRock.com to Learn How to Vote
“FOR” Each of Saba’s Nominees on the GOLD Proxy Card Ahead of the
Upcoming Annual Meetings
Saba Capital Management, L.P. (together with certain of its
affiliates, “Saba” or “we”), a significant shareholder of 10
BlackRock closed-end funds (collectively, the “Funds” or the
“CEFs”),1 today announced that Institutional Shareholder Services
Inc. (“ISS”) has made the following recommendations:
- BSTZ shareholders should vote FOR all of Saba’s
nominees: David Locala, Athanassios Diplas and Alexander
Vindman.
- BFZ shareholders should vote FOR all of Saba’s
nominees: Shavar Jeffries and Ilya Gurevich.
- MHN and MYN shareholders should withhold support for
BlackRock director J. Phillip Holloman.
Paul Kazarian, Partner and Portfolio Manager of Saba,
commented:
“We are pleased that ISS has concluded BlackRock must be held
accountable for its blatant disregard of shareholder rights at
numerous closed-end funds. BlackRock’s hand-picked trustees are
directly responsible for destroying billions in shareholder value
and preventing us from taking action to protect our investment. We
believe investors deserve a say in who runs their Funds and we
agree with ISS that there is a compelling case for change based on
the Funds’ unacceptable performance and governance over the last
several years.
Saba appreciates that ISS has recognized the industry expertise
and independent perspectives that our nominees – Athanassios
Diplas, David Locala, Alexander Vindman, Ilya Gurevich and Shavar
Jeffries – would bring to BSTZ and BFZ. Our singular goal is to
provide shareholders a choice in how their Funds are run moving
forward, which is why we believe investors should be offered the
opportunity to exit at net asset value. At the upcoming Annual
Meetings, we encourage investors to vote the GOLD Proxy Card for
each of Saba’s nominees, who are committed to ending BlackRock’s
chokehold on the Funds and delivering enhanced shareholder
returns.”
In its reports on BSTZ and BFZ, ISS supported ALL of Saba’s
nominees:2
- “There are not only concerns with numerous elements of
quantitative performance, but [BSTZ’s] board has enacted a
corporate governance structure designed to disenfranchise
shareholders.”
- “…it is challenging to overlook the fact that [BSTZ’s] TSR
remains over 65 percentage points worse than the peer median since
inception, while the NAV discount remains significantly
wider.”
- “…there are concerns with distribution quality, as all of
[BSTZ’s] distributions in the most recent fiscal year were sourced
from a return of capital.”
- “In light of [BFZ’s] demonstrated comfort with disenfranchising
a shareholder, a direct intervention at the board level is
necessary.”
- “[Saba] nominees Athanassios Diplas, David Locala, and
Alexander Vindman would represent a much-needed infusion of outside
independence, enhancing oversight while ensuring that more
attention is paid to the best interests of shareholders on
important matters relating to corporate governance.”
- “…there is little question that Gurevich and Jeffries are
suitable in this specific case, considering the gravity of BFZ's
corporate governance failings.”
In its reports on MHN and MYN, ISS raised concerns with the
funds’ corporate governance, leading it to recommend shareholders
withhold support for BlackRock director and member of the
governance committee, J. Phillip Holloman:3
- “…[the boards have] demonstrated a surprising comfort with
disenfranchising shareholders, including by unilaterally
classifying the board and adopting other entrenchment
mechanisms.”
- “It is rare to witness a board so brazenly flout the most basic
of shareholder rights in furtherance of its own entrenchment.”
- “[The boards’] actions are so grave that they would warrant
adverse vote recommendations for incumbent nominees in an
uncontested election.”
***
VOTE “FOR” BOTH OF
SABA’S PROPOSALS ON THE GOLD PROXY CARD:
- The election of Saba’s highly qualified and independent
nominees.
- The termination of BlackRock’s investment management
agreement with BFZ, BCAT, ECAT, BMEZ, BIGZ and BSTZ.
For information on how to vote for Saba’s proposals on the GOLD
Proxy Card, to download a copy of the investor presentation and to
sign up for important campaign updates, visit
www.HeyBlackRock.com.
***
About Saba Capital
Saba Capital Management, L.P. is a global alternative asset
management firm that seeks to deliver superior risk-adjusted
returns for a diverse group of clients. Founded in 2009 by Boaz
Weinstein, Saba is a pioneer of credit relative value strategies
and capital structure arbitrage. Saba is headquartered in New York
City. Learn more at www.sabacapital.com.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
The information herein contains “forward-looking statements.”
Specific forward-looking statements can be identified by the fact
that they do not relate strictly to historical or current facts and
include, without limitation, words such as “may,” “will,”
“expects,” “intends,” “believes,” “anticipates,” “plans,”
“estimates,” “projects,” “potential,” “targets,” “forecasts,”
“seeks,” “could,” “should” or the negative of such terms or other
variations on such terms or comparable terminology. Similarly,
statements that describe our objectives, plans or goals are
forward-looking. Forward-looking statements relate to future events
or future performance and involve known and unknown risks,
uncertainties, and other factors that may cause actual results,
levels of activity, performance or achievements or those of the
industry to be materially different from those expressed or implied
by any forward-looking statements. Each of the BlackRock Funds (as
defined below) has also identified additional risks relating to its
business in its public filings with the Securities and Exchange
Commission (the “SEC”). Saba Capital Management, L.P. (“Saba
Capital”), and as applicable the other participants in the proxy
solicitation, have based these forward-looking statements on
current expectations, assumptions, estimates, beliefs, and
projections. While Saba Capital and the other participants, as
applicable, believe these expectations, assumptions, estimates, and
projections are reasonable, such forward-looking statements are
only predictions and involve known and unknown risks and
uncertainties, many of which involve factors or circumstances that
are beyond the participants’ control. There can be no assurance
that any idea or assumption herein is, or will be proven, correct.
If one or more of the risks or uncertainties materialize, or if the
underlying assumptions of Saba Capital or any of the other
participants described herein prove to be incorrect, the actual
results may vary materially from outcomes indicated by these
statements. Accordingly, forward-looking statements should not be
regarded as a representation by Saba Capital that the future plans,
estimates or expectations contemplated will ever be achieved. You
should not rely upon forward-looking statements as a prediction of
actual results and actual results may vary materially from what is
expressed in or indicated by the forward-looking statements. Except
to the extent required by applicable law, neither Saba Capital nor
any participant will undertake and specifically declines any
obligation to disclose the results of any revisions that may be
made to any projected results or forward-looking statements herein
to reflect events or circumstances after the date of such projected
results or statements or to reflect the occurrence of anticipated
or unanticipated events.
Certain statements and information included herein have been
sourced from third parties. Saba Capital does not make any
representations regarding the accuracy, completeness or timeliness
of such third party statements or information. Except as may be
expressly set forth herein, permission to cite such statements or
information has neither been sought nor obtained from such third
parties. Any such statements or information should not be viewed as
an indication of support from such third parties for the views
expressed herein.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Saba Capital, Saba Capital Master Fund, Ltd. (“SCMF”), Boaz R.
Weinstein (“Mr. Weinstein,” and together with Saba Capital and
SCMF, “Saba”) and the Nominees (as defined below, and together with
Saba, the “Participants”) have filed definitive proxy statements
and accompanying GOLD proxy cards (collectively, the “Proxy
Statements”) with the SEC to be used in conjunction with the
solicitation of proxies in connection with the 2024 annual meeting
of shareholders of each of BlackRock Innovation and Growth Term
Trust (“BIGZ”); BlackRock Capital Allocation Term Trust (“BCAT”);
BlackRock ESG Capital Allocation Term Trust (“ECAT”); BlackRock
Health Sciences Term Trust (“BMEZ”); BlackRock California Municipal
Income Trust (“BFZ”); BlackRock Science and Technology Term Trust
(“BSTZ”); BlackRock MuniYield Pennsylvania Quality Fund (“MPA”);
BlackRock MuniYield New York Quality Fund, Inc. (“MYN”); BlackRock
New York Municipal Income Trust (“BNY”); and BlackRock MuniHoldings
New York Quality Fund, Inc. (“MHN” and together with BIGZ, BCAT,
ECAT, BMEZ, BFZ, BSTZ, MPA, MYN and BNY, collectively, the
“BlackRock Funds”). Shareholders of the BlackRock Funds are advised
to read the applicable Proxy Statements, including any supplements
thereto, and other documents related to the solicitation of proxies
with respect to such BlackRock Funds by the Participants because
they contain important information, including additional
information related to the Participants and a description of their
direct or indirect interests by security holdings or otherwise.
Such materials will be made available at no charge on the SEC’s
website, https://www.sec.gov.
The “Nominees” refer to (i) with respect to BIGZ, ECAT and MPA,
Ilya Gurevich (“Mr. Gurevich”), Shavar Jeffries (“Mr. Jeffries”),
Jennifer Raab (“Ms. Raab”), Athanassios Diplas (“Mr. Diplas”),
David Littlewood (“Mr. Littlewood”), David Locala (“Mr. Locala”)
and Alexander Vindman (“Mr. Vindman”); (ii) with respect to BCAT,
Mr. Jeffries, Ms. Raab and Mr. Vindman; (iii) with respect to BMEZ,
Mr. Gurevich, Mr. Jeffries and Mr. Locala; (iv) with respect to
BFZ, Mr. Gurevich and Mr. Jeffries; (v) with respect to BSTZ, Mr.
Diplas, Mr. Locala and Mr. Vindman; (vi) with respect to MYN, Ms.
Raab and Mr. Vindman; (vii) with respect to BNY, Mr. Gurevich and
Ms. Raab; and (viii) with respect to MHN, Mr. Jeffries and Ms.
Raab.
1 The Funds include: the BlackRock California Municipal Income
Trust (NYSE: BFZ), BlackRock Capital Allocation Term Trust (NYSE:
BCAT), BlackRock ESG Capital Allocation Term Trust (NYSE: ECAT),
BlackRock Health Sciences Term Trust (NYSE: BMEZ), BlackRock
Innovation and Growth Term Trust (NYSE: BIGZ), BlackRock
MuniHoldings New York Quality Fund (NYSE: MHN), BlackRock MuniYield
New York Quality Fund (NYSE: MYN), BlackRock MuniYield Pennsylvania
Quality Fund (NYSE: MPA), BlackRock New York Municipal Income Trust
(NYSE: BNY) and BlackRock Science and Technology Term Trust (NYSE:
BSTZ).
2 Permission to quote ISS was neither sought nor obtained.
3 Permission to quote ISS was neither sought nor obtained.
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version on businesswire.com: https://www.businesswire.com/news/home/20240611959647/en/
Longacre Square Partners Charlotte Kiaie / Kate Sylvester,
646-386-0091 ckiaie@longacresquare.com /
ksylvester@longacresquare.com
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