Filed by BlackRock MuniHoldings Fund, Inc.
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-6
under the Securities Exchange Act of 1934
Subject Company: BlackRock MuniHoldings Quality Fund, Inc.
File No. 333-241481
Date: March 8, 2021
Contact:
1-800-882-0052
BlackRock Announces Closing of Reorganizations
of Five Municipal Closed-End Funds
New York, March 8, 2021 BlackRock Advisors, LLC today announced that the reorganizations of each of BlackRock
Municipal Income Investment Quality Trust (BAF, CUSIP: 09250G102) BlackRock Municipal Bond Trust (BBK, CUSIP: 09249H104), BlackRock MuniHoldings Fund II, Inc. (MUH, CUSIP: 09253P109), BlackRock MuniHoldings
Quality Fund, Inc. (MUS, CUSIP: 09254A101) with and into BlackRock MuniHoldings Fund, Inc. (MHD, CUSIP: 09253N104 and together with BAF, BBK, MUH and MUS, the Funds) (the Reorganizations) is effective
as of the opening for business of the New York Stock Exchange on Monday, March 8, 2021.
In the Reorganizations, common shareholders
of BAF, BBK, MUH and MUS received an amount of MHD common shares equal to the aggregate net asset value of their holdings of BAF, BBK, MUH and MUS common shares as determined at the close of business on March 5, 2021. Fractional shares of MHD
common shares were not issued in the Reorganizations and consequently cash will be distributed for any such fractional shares.
Relevant
details pertaining to the Reorganizations are as follows:
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Fund
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Ticker
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NAV/Share
($)
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Share Conversion
Ratio
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BlackRock MuniHoldings Fund, Inc.
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MHD
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|
16.9927
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N/A
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BlackRock Municipal Income Investment Quality Trust
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BAF
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15.2503
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0.89746185
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BlackRock Municipal Bond Trust
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BBK
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16.4314
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|
0.96696817
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BlackRock MuniHoldings Fund II, Inc.
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MUH
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15.7316
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|
0.92578578
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BlackRock MuniHoldings Quality Fund, Inc.
|
|
MUS
|
|
13.8681
|
|
0.81612104
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In addition, BAF, BBK, MUH and MUS preferred shareholders received on a one-for-one basis MHD preferred shares in an amount equal to the aggregate preferred share liquidation preference held by BAF, BBK, MUH and MUS preferred shareholders immediately prior to the Reorganizations.
This communication is not intended to, and shall not, constitute an offer to purchase or sell
shares of any of the BlackRock funds, including MHD, the surviving fund in the Reorganization. Investors should consider MHDs investment objective, risks, charges and expenses carefully and consider in its entirety the Joint Proxy
Statement/Prospectus relating to the Reorganizations, which contains important information regarding the investment objectives and policies, risks, charges, expenses and other important information about MHD.
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
| Twitter: @blackrock | LinkedIn:
www.linkedin.com/company/blackrock
Availability of Fund Updates
BlackRock
will update performance and certain other data for the BlackRock closed-end 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 the Funds may make, may contain forward-looking statements within the meaning of
the Private Securities Litigation Reform Act, with respect to the 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 the Funds net asset value; (2) the relative and absolute investment performance of the Funds and its
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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, including the Dodd-Frank Wall Street Reform and Consumer Protection Act, and regulatory, supervisory or
enforcement actions of government agencies relating to the Funds 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 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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