Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material
06 Junio 2024 - 3:26PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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Filed by the Registrant ☒ |
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Filed by a Party other than the Registrant ☐ |
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Check the appropriate box: |
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☐ Preliminary Proxy Statement
☐ Definitive Proxy Statement |
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☐ Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2)) |
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☒ Definitive Additional Materials |
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☐ Soliciting Material Pursuant to §
240.14a-12 |
BLACKROCK HEALTH SCIENCES TERM TRUST
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy
Statement, if Other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required. |
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Fee paid previously with preliminary materials. |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Your Vote Matters BlackRock Health Sciences Term Trust (NYSE: BMEZ) BlackRock is fighting for you. Vote now and make your voice heard:
Vote today! Defend your fund, Phone FOR the BlackRock nominees Online AGAINST Sabas proposal to terminate save your income. WHITE proxy card investment mgmt. agreement HOW TO VOTE: Use the WHITE proxy card,
and vote FOR your experienced nominees and AGAINST Sabas proposal. 1. To Elect the Class II Board Member Nominees. AGAINST ABSTAIN 1.1 R. Glenn Hubbard (Class II) 1.2 W. Car Kester (Class II) 1.3 John M. Perlowski (Class II) FOR ABSTAIN
2. If properly presented at the meeting, a proposal submitted by a hedge fund managed by Saba Capital Management, L.P. to terminate the investment management agreement between the Trust and BlackRock Advisors, LLC. IMPORTANT: Do
not return any gold proxy card from Saba BlackRock is delivering real value: Your Fund outperformed BMEZ outperformed its own, peers in 20231 increased target yield on NAV 1 1 Yield on NAV Total shareholder returns (2023) 12.3% BMEZ actual yield
5.05% 2.84% 12.0% BMEZ target yield BMEZ Peer median Actions taken by your Board and BlackRocks open market share management team have narrowed repurchase program enhances the value BMEZs discount to NAV of your investment Total discount
narrowing2 Share repurchases drive meaningful gains 27.2% in NAV1 $96m $17.7m Discount 17.8% 12.9% to NAV2 5/24/2024 Shares repurchased NAV accretion for our shareholders 12/31/2022 1 Bloomberg as of 5/24/2024; Peer set includes HQL and HQH; Total
shareholder return on price annualized for periods longer than 1 year (assumes dividends are reinvested) 2 12/31/2022 5/24/2024; Morningstar/BlackRock data as of 5/24/2024
Setting the record straight Saba has made numerous unsubstantiated claims about BlackRock, your Fund, and your Boardbut they do
not add up. Myth Reality Saba claims that Saba has chosen to use its vast resources to buy large stakes its actions are in in closed-end funds (CEF), engage in costly proxy fights, and the best interest of
force actions that provide Saba with a quick profit for CEF shareholders themselves at your expense. Saba claims BlackRock CEFs have delivered consistent long-term value BlackRock CEFs over time, generating $3.6 billion in gains in 2023 alone
while arent delivering paying shareholders $3.1 billion per year via dividends3. We results for investors have also repurchased $1.3 billion in shares, generating over $200 million in gains4. Saba claims to be a BlackRock has a
35+ year track record of delivering long-term better CEF manager value for CEF shareholders. than BlackRock At the funds Saba has taken over (BRW, SABA), shareholders are now exposed to riskier strategies, leaving them with a fund that no longer
serves their original goals, as well as higher management fees. Sabas CEF track is marked by failure and underperformance5: Total Shareholder Return5 BRW Morningstar US CEF Bank Loans BlackRock Bank Loans Funds Median 13.4% Since takeover
(6/4/2021 18.0% 5/24/2024) 30.6% 3 Annualized estimate based on June 2024 dividends for BlackRock closed-end funds 4 BlackRock. Since inception of the funds repurchase programs to 4/30/2024. Date
of inception of BCAT, ECAT, BIGZ, BMEZ and BSTZ repurchase programs is 11/19/2021. Date of inception of BFZ, BNY, MHN, MPA and MYN repurchase programs is 11/15/2018 5 Bloomberg as of 5/24/2024; Total shareholder return on price (assumes dividends
are reinvested)
Vote today. Make your voice heard, and save your fund and your investment. This is no time for taking chances. We need all shareholders
to vote on the enclosed WHITE proxy card today to preserve YOUR Fund: 1. To Elect the Class I and Class II Board Member Nominees. AGAINST ABSTAIN 1.1 R. Glenn Hubbard (Class II) 1.2 W. Car Kester (Class II) 1.3 John M. Perlowski (Class II)
2. If properly presented at the meeting, a proposal submitted by a hedge fund managed FOR ABSTAIN by Saba Capital Management, L.P. to terminate the investment management agreement between the Trust and BlackRock Advisors, LLC. How do I
vote? Vote online Vote by phone Vote by mail Using the website provided By calling the toll-free By completing and on YOUR enclosed WHITE number on YOUR enclosed returning YOUR enclosed proxy card and following WHITE proxy card and WHITE card in the
the simple instructions following the simple postage paid envelope instructions provided Do NOT send back any proxy card you may receive from Saba If you have already sent back the proxy card received from Saba, you can still change your vote by
promptly voting on the WHITE proxy card, which will replace the proxy card you previously completed. If you have any questions about the proposals to be voted, please feel free to contact Georgeson LLC (Georgeson), toll free at 1-866-529-4033.
BlackRock Health Sciences Term Trust (the Trust) has adopted a managed distribution plan (the Plan) to support a
monthly distribution based on an annual rate of 6% (for purposes of the May 31, 2024 distribution) of the Funds 12-month rolling average daily net asset value calculated 5 business days prior to
declaration date of each distribution. Effective May 20, 2024, the Trust will pay monthly distributions based on annual rate of 12% (beginning with the June 2024 distribution) of the Funds 12-month
rolling average daily net asset value calculated 5 business days prior to declaration date of each distribution. The distribution rate is subject to change at the discretion of the Board. Under its Plan, the Trust will distribute all available net
income to its shareholders, consistent with its investment objectives and as required by the Internal Revenue Code of 1986, as amended (the Code). If sufficient income (inclusive of net investment income and short-term capital gains) is
not available on a monthly basis, the Trust will distribute long-term capital gains and/or return capital to its shareholders in order to maintain a level distribution. The Trusts estimated sources of the distribution paid on May 31, 2024
and for its current fiscal year are as follows: Estimated Allocations as of May 31, 20241 Distribution Net Income Net Realized Short-Term Gains Net Realized Long-Term Gains Return of Capital $0.089830 $0 (0%) $0 (0%) $0 (0%) $0.089830 (100%)
Estimated Allocations for the Fiscal Year through May 31, 20241 Distribution Net Income Net Realized Short-Term Gains Net Realized Long-Term Gains Return of Capital $0.451360 $0 (0%) $0 (0%) $0 (0%) $0.451360 (100%) 1 The Trust estimates that
it has distributed more than its income and net-realized capital gains in the current fiscal year; therefore, a portion of your distribution may be a return of capital. A return of capital may occur, for
example, when some or all of the shareholders investment is paid back to the shareholder. A return of capital distribution does not necessarily reflect the Trusts investment performance and should not be confused with yield
or income. When distributions exceed total return performance, the difference will reduce the Trusts net asset value per share. The amounts and sources of distributions reported are only estimates and are being provided to you
pursuant to regulatory requirements and are not being provided for tax reporting purposes. The actual amounts and sources of the amounts for tax reporting purposes will depend upon the Trusts investment experience during the remainder of its
fiscal year and may be subject to changes based on tax regulations. The Trust will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax
purposes. Trust Performance and Distribution Rate Information* Average annual total return (in Annualized current distribution Cumulative total return(in Cumulative fiscal year relation to NAV) for the 5-year
rate expressed as a percentage relationto NAV) for the fiscal distributionsas a percentage period ending on 4/30/2024 of NAV as of 4/30/2024 year through 4/30/2024 of NAV as of 4/30/2024 4.32% 6.23% (1.17)% 2.09% * The Trust launched within the past
5 years; the performance and distribution rate information presented for the Trust reflects data from inception to 4/30/2024. Shareholders should not draw any conclusions about the Trusts investment performance from the amount of the
Trusts current distributions or from the terms of the Trusts Plan. The distribution rate under the Plan is subject to change at the discretion of the Board. The Plan will be subject to ongoing review by the Board to determine whether the
Plan should be continued, modified or terminated. The Board may amend the terms of the Plan or suspend or terminate the Plan at any time without prior notice to the Trusts shareholders if it deems such actions to be in the best interest of the
Trust or its shareholders. The amendment or termination of the Plan could have an adverse effect on the market price of the Trusts shares. Important information about the Fund This material is not an advertisement and is intended for existing
shareholder use only. This document and the information contained herein relates solely to BlackRock Health Sciences Term Trust (BMEZ). The information contained herein does not relate to, and is not relevant to, any other fund or product sponsored
or distributed by BlackRock or any of its affiliates. This document is not an offer to sell any securities and is not a solicitation of an offer to buy any securities. Common shares for the closed-end fund
identified above are only available for purchase and sale at current market price on a stock exchange. A closed-end funds dividend yield, market price and NAV will fluctuate with market conditions. The
information for this Fund is provided for informational purposes only and does not constitute a solicitation of an offer to buy or sell Fund shares. Performance results reflect past performance and are no guarantee of future results. Current
performance may be lower or higher than the performance data quoted. All returns assume reinvestment of all dividends. The market value and net asset value (NAV) of a funds shares will fluctuate with market conditions. Closed-end funds may trade at a premium to NAV but often trade at a discount. © 2024 BlackRock, Inc. or its affiliates. All Rights Reserved. BLACKROCK is a trademark of BlackRock, Inc., or its affiliates. All
other trademarks are those of their respective owners. June 2024 | BlackRock Health Sciences Term Trust (BMEZ) Not FDIC Insured May Lose Value No Bank Guarantee BMEZ_2024_FL6
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