[SC TO-I/A] BlackRock MuniVest Fund, Inc Amended Issuer Tender Offer

Rhea-AI Filing Summary

BlackRock MuniVest Fund, Inc. announced an amended issuer tender offer to repurchase 2.5% of its outstanding common stock for cash at a price equal to 98% of net asset value (NAV). The Offer to Purchase is dated July 15, 2025, and NAV for the repurchase price is determined as of the close of the NYSE trading session on the next day the NAV is calculated after the Offer expires. A related press release and exhibits were filed on August 18, 2025.

Positive

• Repurchase announced: The fund is offering to repurchase 2.5% of outstanding shares.
• Clear pricing: Purchase price set at 98% of NAV, with NAV-timing specified.

Negative

• Small scale: The offer covers only 2.5% of outstanding shares, limiting potential impact.
• Price below NAV: The repurchase is at a 2% discount to NAV (98% of NAV).

Insights

Financial Analyst

TL;DR: A small, priced tender at a 2% NAV discount; limited near-term balance-sheet impact but returns cash to holders.

The fund is offering to repurchase 2.5% of shares at 98% of NAV, per the July 15, 2025 Offer to Purchase and accompanying Letter of Transmittal. The repurchase price will be set using the NAV determined at the close of the NYSE the day after the Offer expires. The filing includes a press release dated August 18, 2025 and related exhibits. Given the modest 2.5% size, the transaction is unlikely to meaningfully change the fund's capital structure, though it represents a direct form of shareholder distribution at a slight discount to NAV.

Corporate Governance Expert

TL;DR: Governance-approved small tender offer executed via Schedule TO amendments and supporting exhibits.

The document shows the fund followed Rule 13e-4 processes, filing the Offer to Purchase (dated July 15, 2025) and related Letter of Transmittal as exhibits to the Schedule TO, with a press release filed August 18, 2025. The signature block identifies the fund’s President and CEO. The transaction appears procedurally documented; the 2.5% repurchase size suggests limited governance implications beyond routine shareholder liquidity and capital-return mechanisms.

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT

Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 1)

BlackRock MuniVest Fund, Inc.

(Name of Subject Company (Issuer))

BlackRock MuniVest Fund, Inc.

(Names of Filing Person(s) (Issuer))

Shares of Common Stock, Par Value $0.10 per share

(Title of Class of Securities)

09253R105

(CUSIP Number of Class of Securities)

John M. Perlowski

BlackRock MuniVest Fund, Inc.

50 Hudson Yards

New York, New York 10001

(800) 882-0052

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Person(s))

Copies to:

Margery K. Neale, Esq.		Janey Ahn, Esq.
Willkie Farr & Gallagher LLP		BlackRock Advisors, LLC
787 Seventh Avenue		50 Hudson Yards
New York, New York 10019		New York, New York 10001

July 15, 2025

(Date Tender Offer First Published, Sent or Given to Security Holders)

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which this statement relates:

☐ third-party tender offer subject to Rule 14d-1.

☒ issuer tender offer subject to Rule 13e-4.

☐ going-private transaction subject to Rule 13e-3.

☐ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. ☐

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Issuer Tender Offer Statement on Schedule TO filed on July 15, 2025 (the “Schedule TO”) by BlackRock MuniVest Fund, Inc., a Maryland corporation (the “Fund”), pursuant to Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with an offer by the Fund (the “Offer”) to repurchase 2.5% of its issued and outstanding shares of common stock, par value $0.10 per share (the “Shares”), in exchange for cash at a price equal to 98% of the net asset value (“NAV”) per Share determined as of the close of the regular trading session of the New York Stock Exchange, the principal market on which the Shares are traded, on the next day the NAV is calculated after the Offer expires, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 15, 2025 (the “Offer to Purchase”), and in the related Letter of Transmittal, copies of which were previously filed as Exhibits (a)(1)(i) and (a)(1)(ii), respectively, to the Schedule TO.

This Amendment No. 1 is being filed to update Item 12 of the Schedule TO to include a press release announcing the preliminary results of the Offer, which expired on August 15, 2025, at 5:00 p.m. Eastern time. A copy of the press release is attached hereto as Exhibit (a)(5)(ii).

Except as specifically provided herein, the information contained in the Schedule TO, as amended, and the Letter of Transmittal remains unchanged, and this Amendment No. 1 does not modify any of the information previously reported in the Schedule TO, as amended, or the Letter of Transmittal.

Item 1 through Item 9 and Item 11

The information set forth in the Offer to Purchase and the related Letter of Transmittal is incorporated by reference into this Amendment No. 1 in answer to Item 1 through Item 9 and Item 11 of the Schedule TO.

Item 10. Financial Statements

(a) The audited annual financial statements of the Fund dated July 31, 2024 and the schedule of investments of the Fund dated July 31, 2024, both filed with the SEC on EDGAR on Form N-CSR on October 3, 2024, are incorporated by reference. The unaudited semi-annual financial statements of the Fund dated January  31, 2025 and the schedule of investments of the Fund dated January 31, 2025, both filed with the SEC on EDGAR on Form N-CSRS on April 7, 2025, are incorporated by reference.

(b) Not applicable.

Item 12(a). Exhibits

Item 12(a) of the Schedule TO is hereby amended and supplemented to add the following exhibit:

(a)(5)(ii) Press release issued on August 18, 2025 is filed herewith.

Item 12(c). Filing Fees

Filing Fee Exhibit is filed herewith.

Item 13. Information Required By Schedule 13E-3

Not applicable.

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SIGNATURE

After due 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.

BlackRock MuniVest Fund, Inc.
By:		/s/ John M. Perlowski
		Name: John M. Perlowski
		Title:  President and Chief Executive Officer
		Dated: August 18, 2025

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Exhibit Index

Exhibit Number		Description
(a)(5)(ii)		Press release issued on August 18, 2025
		Filing Fee Exhibit

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FAQ

What is the size of the tender offer for BlackRock MuniVest Fund (MVF)?

The fund is offering to repurchase 2.5% of its issued and outstanding common shares.

At what price will MVF repurchase shares in the offer?

Shares will be repurchased for cash at a price equal to 98% of net asset value (NAV) per share.

When is the Offer to Purchase for MVF dated?

The Offer to Purchase referenced in the filing is dated July 15, 2025.

How is the NAV for the repurchase price determined?

NAV is determined as of the close of the NYSE trading session on the next day the NAV is calculated after the Offer expires.

Were supporting documents or a press release filed?

Yes. The Offer to Purchase and Letter of Transmittal were filed as exhibits to the Schedule TO, and a press release was issued on August 18, 2025.