SEC Form SC 13D/A filed by Blackrock MuniHoldings New Jersey Quality Fund Inc. (Amendment)
$MUJ
Investment Bankers/Brokers/Service
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
BLACKROCK MUNIHOLDINGS NEW JERSEY QUALITY FUND, INC.
(Name of Issuer)
VARIABLE RATE DEMAND PREFERRED SHARES
(Title of Class of Securities)
09254X705
(CUSIP Number)
Bank of America Corporation
Bank of America Corporate Center
100 North Tryon Street
Charlotte, North Carolina 28255
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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April 11, 2022
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(Date of Event Which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g),
check the following box ☐.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
CUSIP No. 09254X705
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1
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NAMES OF REPORTING PERSONS
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Bank of America Corporation 56-0906609
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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(b)
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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4,171
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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4,171
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,171
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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100%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC
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SCHEDULE 13D
CUSIP No. 09254X705
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1
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NAMES OF REPORTING PERSONS
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Banc of America Preferred Funding Corporation 75-2939570
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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4,171
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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4,171
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,171
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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100%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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| Item 1 |
Security and Issuer
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This Amendment No. 6 (this “Amendment”) amends, as set forth below, the statement on Schedule 13D, dated April 17, 2014 and filed with the SEC on April 28,
2014 (the “Original Schedule 13D”) as amended by Amendment No. 1 dated April 13, 2015 and filed with the SEC on April 15, 2015 (“Amendment No. 1”), as further amended
by Amendment No. 2 dated April 20, 2017 and filed with the SEC on April 24, 2017 (“Amendment No. 2”), as further amended by Amendment No. 3 dated February 12, 2020 and filed with the SEC on February 14, 2020
(“Amendment No. 3”), as further amended by Amendment No. 4 dated April 3, 2020 and filed with the SEC on April 7, 2020 (“Amendment No. 4”), as further amended by
amendment No. 5 dated January 1, 2022 and filed with the SEC on January 4, 2022 (“Amendment No. 5”) for Bank of America Corporation (“BAC”) and Banc of America
Preferred Funding Corporation (“BAPFC”) (collectively, the “Reporting Persons”) with respect to the variable rate demand preferred shares (“VRDP Shares”) of BlackRock New York Municipal Income Trust (the “Issuer”).
This Amendment is being filed as a result of the purchase of additional VRDP Shares of the Issuer (CUSIP No. 09254X705) in the amount of 1,800 shares purchased by BAPFC in an open market
transaction. In addition to the VRDP purchased in such open market transaction, BAPFC holds 2,371 VRDP Shares of the Issuer (CUSIP No. 09254X705).
| Item 2 |
Identity and Background
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Item 2 of the Original Schedule 13D is hereby amended by deleting Schedule I and Schedule II referenced therein and replacing them with Schedule I and Schedule II included with this Amendment.
| Item 3 |
Source and Amount of Funds or Other Consideration
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Item 3 of the Original Schedule 13D is hereby amended by adding the following paragraph at the end thereof:
“The Reporting Persons purchased 1,800 VRDP Shares of the Issuer (CUSIP No. 09254X705) in an open market transaction for a purchase price of $100,000 per share (the “Additional VRDP Share Purchase”).
The aggregate amount of funds used by the Reporting Persons for the Additional VRDP Purchase was approximately $180,000,000. The source of funds was the working capital of the Reporting Persons.”
| Item 4 |
Purpose of Transaction
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Item 4 of the Original Schedule 13D is hereby amended by adding the following paragraph at the end thereof:
“BAPFC made the Additional VRDP Purchase for investment purposes. BAPFC acquired the additional VRDP Shares of the Issuer (CUSIP No. 09254X705) in an open market transaction for a purchase price of $180,000,000 in
connection with an Amended and Restated VRDP Fee Agreement, dated April 11, 2022, between the Issuer and Bank of America, N.A. as Liquidity Provider.
The Reporting Persons have not acquired the subject securities with any purpose, or with the effect of, changing or influencing control of the Issuer, or in connection with or as a participant in any transaction
having that purpose or effect.”
| Item 5 |
Interest in Securities of the Issuer
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Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
“(a) – (b) The responses of the Reporting Persons to Rows (7) through (11) of the cover pages of this Statement are incorporated herein by reference.
(c) The responses of the Reporting Persons in Item 3 and Item 4 are incorporated herein by reference.
(d) No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, VRDP Shares that may be deemed to be
beneficially owned by the Reporting Persons.”
| Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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Item 6 of the Original Schedule 13D is hereby amended by adding the following at the end of the first paragraph thereof:
“The voting and consent rights on the 1,800 VRDP Shares acquired in connection with in the Additional VRDP Purchase will be subject to the Voting Trust and will be treated in the same manner as previously described
in this Item 6.”
| Item 7 |
Material to be Filed as Exhibits
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Item 7 of the Original Schedule 13D is hereby amended by deleting Exhibit 99.1 and Exhibit 99.2 thereto and the insertion of the following exhibits:
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“Exhibit
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Description of Exhibit
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99.1
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Joint Filing Agreement
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99.2
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Limited Power of Attorney
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99.18
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Amended and Restated VRDP Shares Purchase Agreement dated April 11, 2022
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99.19
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Amended and Restated VRDP Shares Fee Agreement dated April 11, 2022
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99.20
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Amended and Restated VRDP Shares Remarketing Agreement dated April 11, 2022”
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Date: April 13, 2023
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BANK OF AMERICA CORPORATION
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By:
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/s/ Michael Jentis
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Name:
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Michael Jentis
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Title:
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Attorney-in-fact
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BANC OF AMERICA PREFERRED FUNDING CORPORATION
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By:
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/s/ Michael Jentis
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Name:
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Michael Jentis
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Title:
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Authorized Signatory
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LIST OF EXHIBITS
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Exhibit
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Description of Exhibit
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Joint Filing Agreement
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Limited Power of Attorney
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Amended and Restated VRDP Shares Purchase Agreement dated April 11, 2022
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Amended and Restated VRDP Shares Fee Agreement dated April 11, 2022
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Amended and Restated VRDP Shares Remarketing Agreement dated April 11, 2022
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SCHEDULE I
EXECUTIVE OFFICERS AND DIRECTORS OF
REPORTING PERSONS
The following sets forth the name and present principal occupation of each executive officer and director of Bank of America Corporation. The business address of each of the executive officers and
directors of Bank of America Corporation is Bank of America Corporate Center, 100 North Tryon Street, Charlotte, North Carolina 28255.
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Name
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Position with Bank of
America Corporation
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Principal Occupation
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Brian T. Moynihan
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Chairman of the Board and Chief Executive Officer
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Chairman of the Board and Chief Executive Officer of Bank of America Corporation
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Paul M. Donofrio
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Vice Chair
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Vice Chair of Bank of America Corporation
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Thong M. Nguyen
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Vice Chair, Head of Global Strategy & Enterprise Platforms
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Vice Chair, Head of Global Strategy & Enterprise Platforms of Bank of America Corporation
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Bruce R. Thompson
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Vice Chair, Head of Enterprise Credit
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Vice Chair, Head of Enterprise Credit of Bank of America Corporation
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Dean C. Athanasia
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President, Regional Banking
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President, Regional Banking of Bank of America Corporation
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James P. DeMare
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President, Global Markets
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President, Global Markets of Bank of America Corporation
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Kathleen A. Knox
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President, The Private Bank
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President, The Private Bank of Bank of America Corporation
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Matthew M. Koder
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President, Global Corporate and Investment Banking
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President, Global Corporate and Investment Banking of Bank of America Corporation
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Bernard A. Mensah
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President, International; CEO, Merrill Lynch International
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President, International of Bank of America Corporation and CEO, Merrill Lynch International
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Andrew M. Sieg
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President, Merrill Wealth Management
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President, Merrill Wealth Management
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Aditya Bhasin
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Chief Technology and Information Officer
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Chief Technology and Information Officer of Bank of America Corporation
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D. Steve Boland
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Chief Administrative Officer
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Chief Administrative Officer of Bank of America Corporation
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Alastair Borthwick
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Chief Financial Officer
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Chief Financial Officer of Bank of America Corporation
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Sheri Bronstein
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Chief Human Resources Officer
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Chief Human Resources Officer of Bank of America Corporation
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Geoffrey Greener
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Chief Risk Officer
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Chief Risk Officer of Bank of America Corporation
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Thomas M. Scrivener
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Chief Operations Officer
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Chief Operations Officer of Bank of America Corporation
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Lauren Anne Mogensen
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Global General Counsel
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Global General Counsel of Bank of America Corporation
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Lionel L. Nowell, III
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Lead Independent Director
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Lead Independent Director, Bank of America Corporation; Former Senior Vice President and Treasurer, PepsiCo, Inc.
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Sharon L. Allen
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Director
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Former Chairman of Deloitte LLP
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Susan S. Bies
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Director
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Former Member, Board of Governors of the Federal Reserve System
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Frank P. Bramble, Sr.
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Director
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Former Executive Vice Chairman, MBNA Corporation
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Pierre J.P. de Weck1
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Director
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Former Chairman and Global Head of Private Wealth Management, Deutsche Bank AG
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Arnold W. Donald
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Director
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President and Chief Executive Officer, Carnival Corporation & Carnival plc
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Linda P. Hudson
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Director
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Former Executive Officer, The Cardea Group, LLC and Former President and Chief Executive Officer of BAE Systems, Inc.
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Monica C. Lozano
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Director
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Chief Executive Officer, College Futures Foundation and Former Chairman, US Hispanic Media Inc.
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Thomas J. May
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Director
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Former Chairman, President, and Chief Executive Officer of Eversource Energy
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Denise L. Ramos
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Director
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Former Chief Executive Officer and President of ITT Inc.
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Clayton S. Rose
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Director
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President of Bowdoin College
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Michael D. White
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Director
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Lead Director of Kimberly-Clark Corporation; Former Chairman, President, and Chief Executive Officer of DIRECTV
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Thomas D. Woods2
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Director
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Former Vice Chairman and Senior Executive Vice President of Canadian Imperial Bank of Commerce; Former Chairman, Hydro One Limited
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R. David Yost
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Director
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Former Chief Executive Officer of AmerisourceBergen Corp.
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Maria T. Zuber
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Director
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Vice President for Research and E.A., Griswold Professor of Geophysics, MIT
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1 Mr. de Weck is a citizen of Switzerland.
2 Mr. Woods is a citizen of Canada.
The following sets forth the name and present principal occupation of each executive officer and director of Banc of America Preferred Funding Corporation. The business address of each of the executive officers and
directors of Banc of America Preferred Funding Corporation is 214 North Tryon Street, Charlotte, North Carolina 28255.
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Name
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Position with Banc of
America Preferred
Funding Corporation
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Principal Occupation
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John J. Lawlor
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Director and President
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Managing Director, Municipal Markets and Public Sector Banking Executive of BofA Securities, Inc. and Bank of America, National Association
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Edward H. Curland
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Director and Managing Director
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Managing Director, Municipal Markets Executive for Trading of BofA Securities, Inc. and Bank of America, National Association
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James Duffy
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Managing Director
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Director; MBAM BFO, The CFO Group
of Bank of America, National Association
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Michael I. Jentis
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Managing Director
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Managing Director, Head of Sales – Public Finance of BofA Securities, Inc. and Bank of America, National Association
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Mona Payton
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Managing Director
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Managing Director, Municipal Markets Executive for Short-Term Trading of BofA Securities, Inc. and Bank of America, National Association
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Edward J. Sisk
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Director and Managing Director
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Managing Director, Public Finance Executive of BofA Securities, Inc. and Bank of America, National Association
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John B. Sprung
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Director
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Corporate Director
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David A. Stephens
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Director and Managing Director
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Managing Director, Executive for Public Finance and Public Sector Credit Products of BofA Securities, Inc. and Bank of America, National Association
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SCHEDULE II
LITIGATION SCHEDULE
New York Attorney General Investor Protection Bureau Masking Settlement 3/22/2018
On March 22, 2018, the Attorney General of the State of New York Investor Protection Bureau (“NYAG”) alleged that Bank of America Corporation (“BAC”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated
(“MLPF&S”) (1) concealed from its institutional clients that orders were routed to and executed by “electronic liquidity providers,” (2) misstated the composition of orders and trades in its dark pool, and (3) did not accurately describe its
use of a proprietary “venue ranking” analysis, in violation of the Martin Act and Executive Law § 63(12). In connection with the agreement, BAC and MLPF&S agreed (1) not to engage, or attempt to engage, in conduct in violation of any
applicable laws, including but not limited to the Martin Act and Executive Law § 63(12); (2) to pay a penalty in the amount of $42,000,000; and (3) provide the NYAG a summary of the review of its electronic trading policies and procedures.
NOTE: In addition, Bank of America Corporation and
certain of its affiliates, including MLPF&S and BANA, have been involved in a number of civil proceedings and regulatory actions which concern matters arising in connection with the conduct of its business. Certain of such proceedings have
resulted in findings of violations of federal or state securities laws. Such proceedings are reported and summarized in the MLPF&S Form BD as filed with the SEC, which descriptions are hereby incorporated by reference.