SEC Form 497AD filed by BlackRock Utility Infrastructure & Power Opportunities Trust
Contact:
1-800-882-0052
BlackRock Utilities, Infrastructure, & Power Opportunities Trust (BUI) Announces Terms of Rights Offering
New York, February 27, 2026 – BlackRock Utilities, Infrastructure, & Power Opportunities Trust (NYSE: BUI) (the “Fund”) today announced the terms of transferable rights (“Rights”) to be issued to the holders of the Fund’s common shares of beneficial interest (par value $0.001 per share) (“Shares”) as of March 9, 2026 (the “Record Date”). Holders of Rights will be entitled to subscribe for additional Shares (the “Offer”) at a discount to the market price of the Shares.
After considering a number of factors, including potential benefits and costs, the Fund’s Board of Trustees (the “Board”) and the Fund’s investment adviser, BlackRock Advisors, LLC (the “Adviser”), have determined that it is in the best interests of both the Fund and its shareholders to conduct the Offer and increase the assets of the Fund available to take advantage of existing and future investment opportunities that are consistent with the Fund’s investment objectives to provide total return and income through a combination of current income and long-term capital appreciation.
All expenses of the Offer will be borne by the Adviser, and not by the Fund or any of the Fund’s shareholders.
The Adviser believes this is an attractive time to raise additional assets for the Fund based
on several factors, including the following potential benefits:
| • | Infrastructure: Infrastructure sits at the intersection of three structural mega forces - the Artificial Intelligence buildout, national security priorities, and the transition to a lower carbon economy - creating sustained investment opportunities. Additionally, listed infrastructure valuations are attractive relative to history, providing a compelling entry point for new capital. |
| • | Utilities: Utilities have a pressing need to raise significant capital. Rising power demand and reshoring of power supply chains are stressing existing grids and triggering the largest utility capex cycle in decades, and the Adviser believes the Fund is well-positioned to deploy capital into these opportunities. |
| • | Reward: Rights provide shareholders with an opportunity to buy new shares below market price or potentially realize value from the sale of Rights. |
| • | No offering fees: The Adviser, not the Fund, is paying for the expenses of the Offer. |
| • | Lower expense ratio: The Offer is anticipated to spread fixed operating costs across a larger asset base. |
| • | Enhanced liquidity: The Offer creates the potential for increased trading volume and liquidity of Shares. |
The Fund expects to maintain its current distribution level following the Offer. Shares issued pursuant to the Offer will be entitled to receive the monthly distribution expected to be payable in April 2026, but will not be eligible for the distribution payable in March 2026.
Certain key terms of the Offer include:
| • | Rights ratio: Holders of Shares on the Record Date (“Record Date Shareholders”) will receive one Right for each outstanding Share owned on the Record Date. Rights entitle the holder to purchase one new Share for every 4 Rights exercised (1-for-4); however, any Record Date Shareholder who owns fewer than four Shares as of the Record Date will be entitled to subscribe for one Share. Fractional Shares will not be issued upon the exercise of Rights. |
| • | Pricing formula: The subscription price per Share (the “Subscription Price”) will be determined on the expiration date of the Offer, which is currently expected to be April 2, 2026, unless extended by the Fund (the “Expiration Date”), and will be equal to 95% of the average of the last reported sales price per Share on the New York Stock Exchange (the “NYSE”) on the Expiration Date and each of the four (4) immediately preceding trading days provided that, if such price is equal to or above net asset value (“NAV”) at the Expiration Date, it shall be reduced to $0.01 below NAV on the Expiration Date (the “Formula Price”). If, however, the Formula Price is less than 95% of the Fund’s NAV per Share at the close of trading on the NYSE on the Expiration Date, the Subscription Price will be 95% of the Fund’s NAV per Share at the close of trading on the NYSE on the Expiration Date. The Subscription Price will be determined by the Fund on the Expiration Date. |
| • | Over-subscription privilege: Record Date Shareholders who fully exercise all Rights issued to them can subscribe, subject to certain limitations and allotment, for any additional Shares which were not subscribed for by other holders of Rights at the Subscription Price, provided that the Board may eliminate this over-subscription privilege. Investors who are not Record Date Shareholders but who otherwise acquire Rights in the secondary market are not entitled to participate in the over-subscription privilege. If sufficient Shares are available, all Record Date Shareholders’ over-subscription requests will be honored in full. If these requests exceed available Shares, they will be allocated pro rata among those fully exercising Record Date Shareholders who over-subscribe based on the number of Rights originally issued to them by the Fund. |
| • | Transferable rights: Rights are transferable and are expected to be admitted for trading on the NYSE under the symbol “BUI RT” during the course of the Offer and will cease trading April 1, 2026, one trading day before the Expiration Date. During |
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| this time, Record Date Shareholders may choose to sell their Rights if they do not intend to subscribe for additional Shares. |
The Offer will be made only by means of a prospectus supplement and accompanying prospectus. The Fund expects to mail subscription certificates evidencing the Rights and a copy of the prospectus supplement and accompanying prospectus for the Offer to Record Date Shareholders within the United States shortly following the Record Date. To exercise their Rights, shareholders who hold their Shares through a broker, custodian or trust company should contact such entity to forward their instructions to either exercise or sell their Rights on their behalf. Shareholders who do not hold Shares through a broker, custodian, or trust company should forward their instructions to either exercise or sell their Rights by completing the subscription certificate and delivering it to the subscription agent for the Offer, together with their payment, at one of the locations indicated on the subscription certificate or in the prospectus supplement.
The information in this press release is not complete and is subject to change. This document is not an offer to sell any securities and is not soliciting an offer to buy any securities in any jurisdiction where the offer or sale is not permitted. This document is not an offering, which can only be made by a prospectus. Investors should consider the Fund’s investment objective, risks, charges and expenses carefully before investing. The Fund’s prospectus supplement and accompanying prospectus will contain this and additional information about the Fund and additional information about the Offer, and should be read carefully before investing. For further information regarding the Offer, or to obtain a prospectus supplement and the accompanying prospectus, when available, please contact the Fund’s information agent:
Georgeson LLC
51 West 52nd Street, 6th Floor
New York, NY 10019
1-866-946-8126
The Fund’s at-the-market offering of Shares will be terminated prior to the commencement of the Offer.
About BlackRock
BlackRock’s 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
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BlackRock will update performance and certain other data for the Fund 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 Fund. This reference to BlackRock’s website is intended to allow investors public access to information regarding the Fund and does not, and is not intended to, incorporate BlackRock’s website in this release.
Forward-Looking Statements
This press release, and other statements that BlackRock or the Fund may make, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act, with respect to the Fund’s or BlackRock’s 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 Fund, 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 Fund or in the Fund’s net asset value; (2) the relative and absolute investment performance of the 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 the 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) BlackRock’s 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.
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Annual and Semi-Annual Reports and other regulatory filings of the Fund with the Securities and Exchange Commission (“SEC”) are accessible on the SEC’s website at www.sec.gov and on BlackRock’s website at www.blackrock.com, and may discuss these or other factors that affect the Fund. The information contained on BlackRock’s website is not a part of this press release.
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