SEC Info - Blackrock Income Opportunity Trust Inc.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-8F

APPLICATION FOR DEREGISTRATION OF CERTAIN REGISTERED

INVESTMENT COMPANIES

I.	General Identifying Information

1.	Reason fund is applying to deregister (check only one; for descriptions, see Instruction 1 above):

x		Merger
o		Liquidation
o		Abandonment of Registration
o		Election of status as a Business Development Company

2.	Name of fund:

BlackRock Income Opportunity Trust, Inc. (the “Fund”)

3.	Securities and Exchange Commission File No.:

811-06443

4.	Is this an initial Form N-8F or an amendment to a previously filed Form N-8F?

Initial Application

Amendment

5.	Address of Principal Executive Office (include No. & Street, City, State, Zip Code):

100 Bellevue Parkway

Wilmington, Delaware 19809

6.	Name, address and telephone number of individual the Commission staff should contact with any questions regarding this form:

Thomas A. DeCapo, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

One Beacon Street

Boston, Massachusetts 02108

(617) 573-4814

7.	Name, address and telephone number of individual or entity responsible for maintenance and preservation of fund records in accordance with rules 31a-1 and 31a-2 under the Act [17 CFR 270.31a-1, .31a-2]:

BlackRock Advisors, LLC

100 Bellevue Parkway

Wilmington, Delaware 19809

(888) 825-2257

8.	Classification of fund (check only one):

x		Management company;
o		Unit investment trust; or
o		Face-amount certificate company.

9.	Subclassification if the fund is a management company (check only one):

Open-end

Closed-end

10.	State law under which the fund was organized or formed (e.g., Delaware, Massachusetts):

Maryland

11.	Provide the name and address of each investment adviser of the fund (including sub-advisers) during the last five years, even if the fund’s contracts with those advisers have been terminated:

BlackRock Advisors, LLC

100 Bellevue Parkway

Wilmington, Delaware 19809

BlackRock Financial Management, Inc.

40 East 52nd Street

New York, New York 10022

12.	Provide the name and address of each principal underwriter of the fund during the last five years, even if the fund’s contracts with those underwriters have been terminated:

The Fund has not made a public offering of its securities in the past five years.

13.	If the fund is a unit investment trust (“UIT”) provide:

(a) Depositor’s name(s) and address(es): Not applicable.

(b) Trustee’s name(s) and address(es): Not applicable.

14.	Is there a UIT registered under the Act that served as a vehicle for investment in the fund (e.g., an insurance company separate account)?

Yes

If Yes, for each UIT state:

Name(s):

File No.:

Business Address:

15.

(a)

Did the fund obtain approval from the board of directors concerning the decision to engage in a Merger, Liquidation or Abandonment of Registration?

Yes

If Yes, state the date on which the board vote took place:

June 5, 2014

If No, explain:

(b)

Did the fund obtain approval from the shareholders concerning the decision to engage in a Merger, Liquidation or Abandonment of Registration?

Yes

If Yes, state the date on which the shareholder vote took place:

September 30, 2014

If No, explain:

II.	Distributions to Shareholders

16.	Has the fund distributed any assets to its shareholders in connection with the Merger or Liquidation?

Yes

(a)

If Yes, list the date(s) on which the fund made those distributions:

On October 16, 2014, the Fund declared its final distribution (the “Final Distribution”), inclusive of undistributed net investment income earned prior to consummation of the reorganization between the Fund and BlackRock Core Bond Trust (the “Surviving Fund”), effective November 10, 2014 (the “Merger”). The Final Distribution was paid on October 31, 2014.

On November 10, 2014, the outstanding common shares of the Fund were exchanged for newly-issued common shares of the Surviving Fund in connection with the Merger (the “Exchange of Shares”).

(b)

Were the distributions made on the basis of net assets?

Yes

Yes, but only with respect to the Exchange of Shares. Please see the response to Question 16(d) below for additional information.

(c)

Were the distributions made pro rata based on share ownership?

Yes

Yes with respect to both the Final Distribution and the Exchange of Shares. Please see the response to Question 16(d) below for additional information.

(d)

If No to (b) or (c) above, describe the method of distributions to shareholders. For Mergers, provide the exchange ratio(s) used and explain how it was calculated:

In the Merger, the Surviving Fund acquired all of the assets and assumed all of the liabilities of the Fund and the Fund’s outstanding common shares were exchanged for newly-issued common shares of the Surviving Fund. The aggregate net asset value of the Surviving Fund’s common shares received by the Fund’s common shareholders in the Merger was equal to the aggregate net asset value of their holdings of the Fund’s common shares as determined at the close of business on November 7, 2014, less the applicable cost of the Merger (although the Fund’s common shareholders may have received cash for their fractional common shares).

The Fund’s net asset value (“NAV”) per common share as of November 7, 2014 was $11.6062. The Surviving Fund’s NAV per common share as of November 7, 2014 was 14.8701. The conversion ratio was 0.78050585, which is the quotient of the Fund’s NAV per common share divided by the Surviving Fund’s NAV per common share.

(e)

Liquidations only: Not applicable.

Were any distributions to shareholders made in kind?

Yes

If Yes, indicate the percentage of fund shares owned by affiliates, or any other affiliation of shareholders:

17.	Closed-end funds only:

Has the fund issued senior securities?

Yes

If Yes, describe the method of calculating payments to senior security holders and distributions to other shareholders:

18.	Has the fund distributed all of its assets to the fund’s shareholders?

Yes

If No,

(a)

How many shareholders does the fund have as of the date this form is filed?

(b)

Describe the relationship of each remaining shareholder to the fund:

19.	Are there any shareholders who have not yet received distributions in complete liquidation of their interests?

Yes

If Yes, describe briefly the plans (if any) for distributing to, or preserving the interests of, those shareholders:

III.	Assets and Liabilities

20.	Does the fund have any assets as of the date this form is filed?

Yes

If Yes,

(a)

Describe the type and amount of each asset retained by the fund as of the date this form is filed:

(b)

Why has the fund retained the remaining assets?

(c)

Will the remaining assets be invested in securities?

Yes

21.	Does the fund have any outstanding debts (other than face-amount certificates if the fund is a face-amount certificate company) or any other liabilities?

Yes

If Yes,

(a)

Describe the type and amount of each debt or other liability:

(b)

How does the fund intend to pay these outstanding debts or other liabilities?

IV.	Information About Event(s) Leading to Request For Deregistration

22.

(a)

List the expenses incurred in connection with the Merger or Liquidation:

(i)

Legal expenses: approximately $126,071.33

(ii)

Accounting expenses: None

(iii)

Other expenses (list and identify separately):

(a)	Printing of N-14:	approximately $12,659.98
(b)	Audit Fees:	approximately $12,266.67
(c)	Transfer Agent Fees:	approximately $20,600.00
(d)	NYSE Listing Fees:	approximately $50,000.00
(e)	SEC Fees:	approximately $39,001.72
(f)	Mailing and Solicitation:	approximately $146,714.61
(g)	Press Releases:	approximately $2,327.64

(iv)

Total expenses (sum of lines (i)-(iii) above): approximately $409,641.95

(b)

How were those expenses allocated?

The expenses incurred in connection with the Merger were allocated to the Fund. However, BlackRock Advisors, LLC paid $300,000 of the Fund’s expenses in connection with the Merger.

(c)

Who paid those expenses?

BlackRock Advisors, LLC paid $300,000 of the Fund’s expenses in connection with the Merger. The Fund paid the remaining balance of the expenses.

(d)

How did the fund pay for unamortized expenses (if any)?

Not applicable.

23.	Has the fund previously filed an application for an order of the Commission regarding the Merger or Liquidation?

Yes

If Yes, cite the release numbers of the Commission’s notice and order or, if no notice or order has been issued, the file number and date the application was filed:

V.	Conclusion of Fund Business

24.	Is the fund a party to any litigation or administrative proceeding?

Yes

If Yes, describe the nature of any litigation or proceeding and the position taken by the fund in that litigation:

25.	Is the fund now engaged, or intending to engage, in any business activities other than those necessary for winding up its affairs?

Yes

If Yes, describe the nature and extent of those activities:

VI.	Mergers Only

26.

(a)

State the name of the fund surviving the Merger:

BlackRock Core Bond Trust

(b)

State the Investment Company Act file number of the fund surviving the merger:

811-10543

(c)

If the merger or reorganization agreement has been filed with the Commission, state the file number(s), form type used and date the agreement was filed:

The Form of Agreement and Plan of Reorganization was filed with the Commission on Form N-14 (File No. 333-196882) on June 18, 2014, as amended on August 11, 2014. It was included as Appendix A to the Statement of Additional Information.

(d)

If the merger or reorganization agreement has not been filed with the Commission, provide a copy of the agreement as an exhibit to this form.

VERIFICATION

The undersigned states that: (i) he has executed this Form N-8F application for an order under section 8(f) of the Investment Company Act of 1940 on behalf of BlackRock Income Opportunity Trust, Inc.; (ii) he is the President and Chief Executive Officer of BlackRock Income Opportunity Trust, Inc.; and (iii) all actions by shareholders, directors, and any other body necessary to authorize the undersigned to execute and file this Form N-8F application have been taken. The undersigned also states that the facts set forth in this Form N-8F application are true to the best of his knowledge, information and belief.

	BLACKROCK INCOME OPPORTUNITY TRUST, INC.


	By:		/s/ *John M. Perlowski*
			Name: John M. Perlowski
			Title: President and Chief Executive Officer

This ‘N-8F’ Filing	Date	Other Filings

Filed on:	11/21/14
	11/10/14	25-NSE, 4, SC 13G/A
	11/7/14
	10/31/14
	10/16/14
	9/30/14
	8/11/14
	6/18/14
	6/5/14
		List all Filings

Blackrock Income Opportunity Trust Inc. – ‘N-8F’ on 11/21/14

On: Friday, 11/21/14, at 2:59pm ET · Accession #: 1341004-14-1008 · File #: 811-06443

Application for Deregistration of a Registered Investment Company — Form N-8F
Filing Table of Contents

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Dates Referenced Herein and Documents Incorporated by Reference

Blackrock Income Opportunity Trust Inc. – ‘N-8F’ on 11/21/14

On: Friday, 11/21/14, at 2:59pm ET · Accession #: 1341004-14-1008 · File #: 811-06443

Application for Deregistration of a Registered Investment Company — Form N-8FFiling Table of Contents

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

Application for Deregistration of a Registered Investment Company — Form N-8F
Filing Table of Contents