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 |
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☐ Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2)) |
☐ Definitive Proxy Statement |
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☒ Definitive Additional Materials |
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☐ Soliciting Material Pursuant to § 240.14a-12 |
BLACKROCK ESG CAPITAL ALLOCATION 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. |
Contact: 1-800-882-0052
Glass Lewis Fully Supports Board Nominees for BlackRocks Contested Closed-End Fund Elections
Reports Affirm Sabas Actions Are Consistent With [Its] Typical Playbook Seeking Short-Term Profit
Over Long-Term Performance and Governance
New York,
July 3, 2023 BlackRock LLC (BlackRock) announced today that Glass Lewis, a leading independent proxy advisory firm, recommended that shareholders vote on the WHITE proxy cards FOR all of the Board Nominees of BlackRock ESG
Capital Allocation Term Trust (NYSE: ECAT) and BlackRock California Municipal Income Trust (NYSE: BFZ) (the Funds) in connection with the Funds annual meetings, scheduled to be held on July 10, 2023, for ECAT, and July 11, 2023,
for BFZ. In making its recommendation for the closed-end fund Board Nominees, Glass Lewis rejected the nominees submitted by dissident shareholder, Saba Capital Management, L.P. (Saba).
Specifically, Glass Lewis recommended that shareholders vote FOR all of the Boards highly qualified nominees, who currently serve the Funds: Cynthia L. Egan,
Lorenzo A. Flores, Stayce D. Harris, Catherine A. Lynch for ECAT, and Lorenzo A. Flores, R. Glenn Hubbard, W. Carl Kester, John M. Perlowski for BFZ.
Glass
Lewis acknowledges Sabas latest attack on the closed-end fund industry is part of its standard playbook designed to force a liquidity event for short-term profit rather than long-term
performance or governance. Importantly, Glass Lewis also recognizes that BlackRocks closed-end fund Board Nominees for ECAT and BFZ have a proven track record of delivering strong relative returns and should be elected over the
dissidents slate of underqualified nominees. The Funds Board appreciates shareholders for their continued support during this process and remains focused on acting in the best interests of all fund shareholders, said R. Glenn
Hubbard, Chair of the Board of BlackRock Closed-End Funds.
Important statements by Glass Lewis1 in issuing
its voting recommendations FOR the Board Nominees in lieu of Sabas nominees include:
The Funds Board Has Taken Actions to Create Value for All
Fund Shareholders
From report on ECAT
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we take note of the actions taken by the board, including share repurchases and other measures, as well as
the embedded liquidity opportunity for all shareholders in 2033, at which point the Fund would have existed for 12 years. In our opinion, the board is currently acting reasonably in these respects and, in light of the Funds relative
performance track record during its brief existence to date, we do not find compelling evidence to support board change this time in accordance with our typical closed-end fund framework. |
From report on BFZ
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we take note of the actions taken by the board, including share repurchases and other measures. In our
opinion, the board is currently acting reasonably in these respects and, in light of the Funds relative performance track record during its brief existence to date, we do not find |
1 Permission to quote from the Glass Lewis report was neither sought nor obtained.
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compelling evidence to support board change at this time in accordance with our typical closed-end fund framework.
The Funds Are Long-Term Investments With Strong Performance Relative to Peers
From report on ECAT
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not only has the Funds performance been strong relative to peers during a brief history of less than
three years, but its NAV discount has narrowed in recent months and is generally in-line with those of peers. |
From report on BFZ
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not only has the Fund performance been strong relative to peers during the last one, three and five years,
but its NAV discount has narrowed in recent months and is generally in-line with those peers. |
Sabas Track Record of Targeting
Closed-End Funds Prioritizes Short-Term Profit Over Long-Term Performance and Good Governance
From reports on ECAT and BFZ
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In light of Sabas well-established strategy and track record in the closed-end fund industry which in
several cases we believe could fairly be characterized as prioritizing short-term profit over long-term performance and governance given the absence of a compelling performance critique and the lack of any Dissident Nominees who would appear
to have either the relevant closed-end fund experience or the governance track record to address any of Sabas stated concerns, we see no basis to recommend support for the election of any Saba nominees. |
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Saba Capital is actively involved in the closed-end fund industry. Saba has a well-established strategy and
track record of seeking to capture the spread resulting from a funds NAV trading discount by employing a host of tactics ultimately designed to compel a targeted fund to pursue a major liquidity event (e.g., a full or partial tender offer, an
open-ending of the fund or an outright liquidation of the fund). |
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it appears none of the Dissident Nominees have any previous public company or fund directorship experience.
Nor do any of them appear to be any sort of governance expert. Rather, they appear to be somewhat underqualified for board experience, in our view, or likely to push for an agenda focused primarily on effecting a liquidity event consistent with
Sabas typical playbook. |
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we do not consider the Dissident or its nominees likely to be agents of positive change for all shareholders
this time. |
YOUR VOTE MATTERS
VOTE FOR ALL BOARD NOMINEES ON THE WHITE PROXY CARD TODAY
Please do NOT send back any gold proxy card you may receive from Saba as this will cancel your prior vote for the Board Nominees. [Please do NOT send back the gold
card, even to vote AGAINST Sabas proposals for any of the contested elections.] Only your latest dated proxy will count at the meeting.
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If you have already sent back the gold proxy card you received from Saba, you can still change your vote by promptly
completing, signing, dating and returning the WHITE proxy card, which will replace the proxy card you previously completed.
If you have any questions
about the nominees or proposals to be voted on, please call Georgeson LLC, the firm assisting us in the solicitation of proxies, toll free at 1-866-628-6023.
The
Funds letters, proxy statements and proxy cards for the annual meetings of shareholders to be held on July 10, 2023, and July 11, 2023, are available at
https://www.proxy-direct.com/blk-33352 (ECAT) and
https://www.proxy-direct.com/blk-33356 (BFZ).
About BlackRock
BlackRocks purpose is to help more and more
people experience financial well-being. As a fiduciary to investors and a leading provider of financial technology, we help millions of people build savings that serve them throughout their lives by making investing easier and more affordable. For
additional information on BlackRock, please visit www.blackrock.com/corporate
Availability of Fund Updates
BlackRock will update performance and
certain other data for the Funds on a monthly basis on its website in the Closed-end Funds section of www.blackrock.com as
well as certain other material information as necessary from time to time. Investors and others are advised to check the website for updated performance information and the release of other material information about the Funds. This reference to
BlackRocks website is intended to allow investors public access to information regarding the Funds and does not, and is not intended to, incorporate BlackRocks website in this release.
Forward-Looking Statements
This press release, and other statements
that BlackRock or a Fund may make, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act, with respect to a Funds or BlackRocks future financial or business performance, strategies or
expectations. Forward-looking statements are typically identified by words or phrases such as trend, potential, opportunity, pipeline, believe, comfortable, expect,
anticipate, current, intention, estimate, position, assume, outlook, continue, remain, maintain, sustain,
seek, achieve, and similar expressions, or future or conditional verbs such as will, would, should, could, may or similar expressions.
BlackRock cautions that forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements
speak only as of the date they are made, and BlackRock assumes no duty to and does not undertake to update forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements and future results
could differ materially from historical performance.
With respect to the Funds, the following factors, among others, could cause actual events to differ
materially from forward-looking statements or historical performance: (1) changes and volatility in political, economic or industry conditions, the interest rate environment, foreign exchange rates or financial and capital markets, which could
result in changes in demand for the Funds or in a Funds net
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asset value; (2) the relative and absolute investment performance of a Fund and its investments; (3) the impact of increased competition; (4) the unfavorable resolution of any
legal proceedings; (5) the extent and timing of any distributions or share repurchases; (6) the impact, extent and timing of technological changes; (7) the impact of legislative and regulatory actions and reforms, and regulatory,
supervisory or enforcement actions of government agencies relating to a Fund or BlackRock, as applicable; (8) terrorist activities, international hostilities, health epidemics and/or pandemics and natural disasters, which may adversely affect
the general economy, domestic and local financial and capital markets, specific industries or BlackRock; (9) BlackRocks ability to attract and retain highly talented professionals; (10) the impact of BlackRock electing to provide
support to its products from time to time; and (11) the impact of problems at other financial institutions or the failure or negative performance of products at other financial institutions.
Annual and Semi-Annual Reports and other regulatory filings of the Funds with the Securities and Exchange Commission (SEC) are accessible on the
SECs website at www.sec.gov and on BlackRocks website at
www.blackrock.com, and may discuss these or other factors that affect the Funds. The information contained on BlackRocks website is not a part of this press release.
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BlackRock ESG Capital Allocation Term Trust (NYSE: ECAT) Dear Valued Shareholder: Ahead of our Annual Meeting of Shareholders of ECAT on
July 10, 2023, we are pleased to announce that Glass Lewis, a leading independent proxy advisory firm, recommended that shareholders vote FOR the Boards Nominees on the WHITE proxy card. As a shareholder of the Fund, your vote
matters no matter how many shares you hold. Vote FOR the Boards Nominees Cynthia L. Egan, Lorenzo A. Flores, Stayce D. Harris, Catherine A. Lynch using the WHITE proxy card. ´ Please do NOT send back the gold
proxy card you may receive from Saba, as this will cancel your prior vote for the Boards Nominees. Only your latest dated proxy will count at the meeting. Glass Lewis acknowledges Sabas [latest] attack on the closed-end fund industry is part of its standard playbook designed to force a liquidity event for short-term pro rather than long-term performance and governance. Importantly, Glass Lewis also recognizes that
BlackRocks closed-end fund Board Nominees for ECAT have a proven track record of delivering strong relative returns and should be elected over the dissidents slate of underquali nominees. The
Funds Board appreciates shareholders for their continued support during this process and remains focused on acting in the best interests of all fund shareholders, said R. Glenn Hubbard, Chair of the Board of BlackRock Closed-End Funds. Important statements by Glass Lewis1 in issuing its voting recommendations FOR the Boards Nominees include: The Funds Board Has Taken Actions to Create Value for All Fund
Shareholders·
we take note of the actions taken by the board, including share repurchases and other measures, as well as the embedded liquidity opportunity for all shareholders in 2033, at which point the Fund would have existed
for 12 years. In our opinion, the board is currently acting reasonably in these respects and, in light of the Funds relative performance track record during its brief existence to date, we do not find compelling evidence to support board
change at this time in accordance with our typical closed-end fund framework. The Fund is a Long-Term Investment with Strong Performance Relative to Peers·
not only has the
Funds performance been strong relative to peers during a brief history of less than three years, but its NAV discount has narrowed in recent months and is generally in-line with those of peers.
Sabas Well-Established Playbook in the Closed-End Fund Industry Prioritizes Short-Term Profit Over Long-Term Performance and Governance 1 Permission to quote from the Glass Lewis report was neither
sought nor obtained.
In light of Sabas well-established strategy and track record in the closed-end fund
industrywhich in several cases we believe could fairly be characterized as prioritizing short-term profit over long-term performance and governancegiven the absence of a compelling performance critique and the lack of any Dissident
Nominees [i.e., Sabas nominees] who would appear to have either the relevant closed-end fund experience or the governance track record to address any of Sabas stated concerns, we see no basis to
recommend support for the election of any Saba nominees.
it appears none of the Dissident Nominees have any previous public company or fund directorship experience. Nor do any of them appear to be any sort of governance expert.
Rather, they appear to be somewhat underqualified for board experience, in our view, or likely to push for an agenda focused primarily on effecting a liquidity event consistent with Sabas typical playbook.
we do not consider
the Dissident or its nominees likely to be agents of positive change for all shareholders at this time. YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN VOTE ON THE WHITE PROXY CARD AND REJECT SABAS ATTEMPTED TAKEOVER TODAY. A
VOTE FOR SABAS NOMINEES COULD HAVE NEGATIVE CONSEQUENCES FOR YOUR FUND. How does the Board recommend that I vote The Board, including the independent Board Members, unanimously recommends a vote FOR the Boards Nominees, who
have created value for all shareholders, using the WHITE proxy card. Please do NOT send back the gold proxy card you may receive from Saba, as this will cancel your prior vote for the Boards Nominees. Only your latest dated proxy will count at
the meeting. How do I vote? If you have any questions about the proposal to be voted, please feel free to contact Georgeson LLC (Georgeson), toll free at 1-866-328-5445. The proxy materials previously sent to you contain important information; please read them carefully. Copies of the Proxy Statement are available for free on the Securities and Exchange
Commissions website at www.sec.gov or by visiting WWW.PROXY-DIRECT.COM/BLK-33352 or by calling Georgeson, the Funds proxy solicitor, toll free at 1-866-328-5445. ECAT_LTR6
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