Bank of America Buys 100% of VRDP Class in BlackRock Portfolio for $35M

Rhea-AI Filing Summary

Bank of America Corporation (through Banc of America Preferred Funding Corp.) purchased 350 Variable Rate Demand Preferred Shares (CUSIP 09263U205) of BlackRock Municipal Credit Alpha Portfolio, Inc. for approximately $35,000,000, representing 100.0% of that class. The shares were acquired in a secondary market transaction and funded with the reporting persons' working capital.

BAPFC assigned certain preferred class voting rights on these VRDP Shares to a voting trust dated September 17, 2025, under which a voting consultant recommends actions and the voting trustee follows those recommendations. Liquidity and remarketing arrangements with BNY (as liquidity provider/BANA) and BofA Securities, Inc. (remarketing agent) are documented in agreements dated September 17, 2025.

Positive

• Complete ownership of the VRDP class (350 shares, 100.0% of the class) provides clarity on holder identity
• Purchase financed with working capital, indicating no disclosed external leverage for this acquisition
• Liquidity and remarketing agreements are in place with BNY/BANA and BofA Securities, which support secondary market functioning for the VRDP Shares

Negative

• Voting rights delegation to a voting trust reduces direct public visibility into vote decision-making and concentrates voting authority in the trustee following a consultant's recommendation
• Large concentrated position in a single preferred class may present concentration risk for the reporting persons or create governance friction with the issuer

Insights

Financial Analyst

TL;DR: Reporting persons acquired the entire outstanding class of VRDP shares for $35M, consolidating ownership with structured voting and liquidity arrangements.

The acquisition of 350 VRDP Shares constituting 100% of the class is material because it consolidates ownership of this preferred class under Bank of America/BAPFC control. The purchase was financed with working capital, which means no external financing risk is disclosed. Assigning certain voting rights to a voting trust introduces an intermediary decision framework: a consultant advises and the trustee follows, which centralizes voting execution while preserving operational separation. Documented liquidity and remarketing agreements with BNY/BANA and BofA indicate the position sits within established market-support structures rather than an unbacked stake.

Corporate Governance Expert

TL;DR: Ownership concentration and delegation of voting create clear governance mechanics but do not assert a change of control intent.

Holding 100% of a securities class is governance-significant because it eliminates other holders and concentrates economic and residual rights. However, the filing explicitly states the purchase was for investment purposes and not intended to change or influence control of the issuer. The creation of a voting trust that delegates voting to a trustee following a consultant's recommendation formalizes decision-making and may limit direct issuer engagement by BAPFC. No litigation or regulatory issues affecting the reporting persons are disclosed.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Bank of America (BAC) acquire in this Schedule 13D filing?

The filing reports that Banc of America Preferred Funding Corp. purchased 350 Variable Rate Demand Preferred Shares (CUSIP 09263U205) of BlackRock Municipal Credit Alpha Portfolio, Inc., representing 100.0% of that class.

How much did BAC/BAPFC pay for the VRDP shares?

The reporting persons used approximately $35,000,000 of working capital to acquire the VRDP Shares.

Were any voting arrangements made after the purchase?

Yes. On September 17, 2025, BAPFC assigned certain preferred class voting rights to a voting trust in which a voting consultant recommends actions and the voting trustee follows those recommendations.

Are there liquidity or remarketing agreements related to the VRDP shares?

Yes. The VRDP Shares have a liquidity purchase obligation under a VRDP Shares Purchase Agreement with The Bank of New York Mellon and Bank of America, N.A., and related fee and remarketing agreements dated September 17, 2025 with BANA and BofA Securities, Inc.

Did the filing state an intent to change control of the issuer?

No. The filing explicitly states the reporting persons did not acquire the securities with the purpose or effect of changing or influencing control of the issuer.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/24/2025 - 04:43 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

BlackRock Municipal Credit Alpha Portfolio, Inc.

(Name of Issuer)

VARIABLE RATE DEMAND PREFERRED SHARES

(Title of Class of Securities)

09263U205

(CUSIP Number)

Bank of America Corporation
Bank of America Corporate Center, 100 N. Tryon Street
Charlotte, NC, 28255
980-825-9256

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/17/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on 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. 09263U205

1

Name of reporting person

BANK OF AMERICA CORP /DE/

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 350.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 350.00

11

Aggregate amount beneficially owned by each reporting person

350.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

100.0 %

14

Type of Reporting Person (See Instructions)

HC

SCHEDULE 13D

CUSIP No. 09263U205

1

Name of reporting person

Banc of America Preferred Funding Corp

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 350.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 350.00

11

Aggregate amount beneficially owned by each reporting person

350.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

100.0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: VARIABLE RATE DEMAND PREFERRED SHARES
(b)	Name of Issuer: BlackRock Municipal Credit Alpha Portfolio, Inc.
(c)	Address of Issuer's Principal Executive Offices: 100 BELLEVUE PARKWAY, WILMINGTON, DELAWARE , 19809.
Item 1 Comment: This Statement on Schedule 13D (this "Statement") relates to the purchase of 350 variable rate demand preferred shares (CUSIP No. 09263U205) ("VRDP Shares") of BlackRock Municipal Credit Alpha Portfolio, Inc. (the "Issuer" or the "Company"). This Statement is being filed by the Reporting Persons (as defined below) as a result of the purchase of VRDP Shares by BAPFC (as defined below). The Issuer's principal executive offices are located at 100 Bellevue Parkway, Wilmington, Delaware 19808.
Item 2.	Identity and Background
(a)	This Statement is being filed on behalf of each of the following persons (collectively, the "Reporting Persons"): i. Bank of America Corporation ("BAC") ii. Banc of America Preferred Funding Corporation ("BAPFC") This Statement relates to the VRDP Shares that were purchased for the account of BAPFC.
(b)	The address of the principal business office of BAC is: Bank of America Corporate Center 100 North Tryon Street Charlotte, North Carolina 28255 The address of the principal business office of BAPFC is: 214 North Tryon Street Charlotte, North Carolina 28255
(c)	BAC and its subsidiaries provide diversified global financial services and products. The principal business of BAPFC is to make investments and provide loans to clients. Information concerning each executive officer, director and controlling person (the "Listed Persons") of the Reporting Persons is listed on Schedule I attached as an exhibit hereto, and is incorporated by reference herein. To the knowledge of the Reporting Persons, all of the Listed Persons are citizens of the United States, other than as otherwise specified on Schedule I attached as an exhibit hereto.
(d)	Other than as set forth on Schedule II (attached as an exhibit hereto), during the last five years, none of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the Listed Persons, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	Other than as set forth on Schedule II (attached as an exhibit hereto), during the last five years, none of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the Listed Persons, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.
(f)	Citizenship information for Listed Persons provided on Schedule I attached as an exhibit hereto.
Item 3.	Source and Amount of Funds or Other Consideration
	The aggregate amount of funds used by the Reporting Persons to purchase the securities reported herein was approximately $35,000,000. The source of funds was the working capital of the Reporting Persons. The Reporting Persons declare that neither the filing of this Statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) of the Exchange Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding or disposing of securities of the Company or otherwise with respect to the Company or any securities of the Company or (ii) a member of any group with respect to the Company or any securities of the Company
Item 4.	Purpose of Transaction
	BAPFC has purchased the VRDP Shares for investment purposes. BAPFC acquired the VRDP Shares in a secondary market transaction for a purchase price of $35,000,000. 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
(a)	The responses of the Reporting Persons to Rows (7) through (11) of the cover pages of this Statement are incorporated herein by reference.
(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.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The responses of the Reporting Persons to Item 4 are incorporated herein by reference. With respect to the VRDP Shares owned by BAPFC, on September 17, 2025, BAPFC assigned certain preferred class voting rights on the VRDP Shares to a voting trust (the "Voting Trust") created pursuant to the Voting Trust Agreement, dated September 17, 2025 among BAPFC, Newport Trust Company, as voting trustee (the "Voting Trustee") and voting consultant (the "Voting Consultant"). Voting and consent rights on the VRDP Shares not assigned to the Voting Trust have been retained by BAPFC. The Voting Trust provides that with respect to voting or consent matters relating to the voting rights assigned to the Voting Trust, the Voting Consultant analyzes such voting or consent matters and makes a recommendation to the Voting Trustee on voting or consenting. The Voting Trustee is obligated to follow any such recommendations of the Voting Consultant when providing a vote or consent. The VRDP Shares will have the benefit of a liquidity purchase obligation at the times and in the manner specified in the VRDP Shares Purchase Agreement, dated as of September 17, 2025, between The Bank of New York Mellon ("BNY") and Bank of America, N.A., as liquidity provider ("BANA"). Certain agreements between the Issuer and BANA as liquidity provider are documented in the VRDP Shares Fee Agreement, dated as of September 17, 2025, between the Issuer and BANA. Certain agreements between the Issuer and BofA Securities, Inc. ("BofA"), as remarketing agent for the VRDP Shares are documented in the VRDP Shares Remarking Agreement, dated as of September 17, 2025, between the Issuer and BofA.
Item 7.	Material to be Filed as Exhibits.
	Exhibit Description of Exhibit 99.1 Joint Filing Agreement 99.2 Power of Attorney 99.3 Schedule I 99.4 Schedule II 99.5 Voting Trust Agreement dated September 17, 2025 99.6 VRDP Shares Purchase Agreement, September 17, 2025 99.7 VRDP Shares Fee Agreement, dated September 17, 2025 99.8 VRDP Shares Remarketing Agreement, dated September 17, 2025

SIGNATURE

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.

BANK OF AMERICA CORP /DE/

Signature:	/s/ Andres Ortiz
Name/Title:	Authorized Signatory
Date:	09/24/2025

Banc of America Preferred Funding Corp

Signature:	/s/ Andres Ortiz
Name/Title:	Authorized Signatory
Date:	09/24/2025