BlackRock Fixed Income Value Opportunities (Form: …

[Pages:456]SECURITIES AND EXCHANGE COMMISSION

FORM N-2/A

Initial filing of a registration statement on Form N-2 for closed-end investment companies [amend]

Filing Date: 2009-02-24

SEC Accession No. 0001047469-09-001708 (HTML Version on )

FILER

BlackRock Fixed Income Value Opportunities

CIK:1450337| IRS No.: 000000000 | State of Incorp.:DE | Fiscal Year End: 0831 Type: N-2/A | Act: 33 | File No.: 333-155589 | Film No.: 09629430

BlackRock Fixed Income Value Opportunities

CIK:1450337| IRS No.: 000000000 | State of Incorp.:DE | Fiscal Year End: 0831 Type: N-2/A | Act: 40 | File No.: 811-22252 | Film No.: 09629431

Mailing Address 100 BELLEVUE PARKWAY WILMINGTON DE 19809

Mailing Address 100 BELLEVUE PARKWAY WILMINGTON DE 19809

Business Address 100 BELLEVUE PARKWAY WILMINGTON DE 19809 800-882-0052

Business Address 100 BELLEVUE PARKWAY WILMINGTON DE 19809 800-882-0052

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As filed with the Securities and Exchange Commission on February 24, 2009 Securities Act File No. 333-155589

Investment Company Act File No. 811-22252

United States Securities and Exchange Commission

Washington, D.C. 20549

FORM N-2

? Registration Statement under the Securities Act of 1933 ? Pre-Effective Amendment No. 2 o Post-Effective Amendment No. and/or

? Registration Statement under the Investment Company Act of 1940 ? Amendment No. 2

BLACKROCK FIXED INCOME VALUE OPPORTUNITIES

(Exact Name of Registrant as Specified in Charter)

100 Bellevue Parkway Wilmington, Delaware 19809 (Address of Principal Executive Offices)

(800) 882-0052 (Registrant's telephone number, including area code)

Donald Burke, President BlackRock Fixed Income Value Opportunities

40 East 52nd Street New York, New York 10022 (Name and Address of Agent for Service)

Copies to:

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Michael K. Hoffman, Esq. Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square New York, New York 10036

Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of this Registration Statement.

CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

Amount Being Title of Securities Being Registered

Registered

Proposed Maximum Offering Price per Unit

Proposed Maximum Aggregate

Offering Price

Amount of Registration

Fee

Common Shares, $.001 par value

300,000 shares

$1,025.64 $307,692,000.00(1) $12,092.30(2)

(1) Estimated solely for the purpose of calculating the registration fee.

(2) $40.31 of such amount was previously paid.

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that the Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the Registration Statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS DATED FEBRUARY 24, 2009

PROSPECTUS

Shares

BlackRock Fixed Income Value Opportunities Common Shares

Investment Objectives. BlackRock Fixed Income Value Opportunities (the "Trust") is a newly organized, diversified, closed-end management investment company with no operating history. The Trust's primary investment objective is to seek high current income, with a secondary objective of capital appreciation. There can be no assurance that the Trust will achieve its investment objectives.

Investment Policies. The Trust seeks to achieve its investment objectives by investing substantially all of its total assets in a portfolio of loan and debt instruments and loan-related and debt-related instruments (collectively "fixed income securities") and other securities described below. Under normal market conditions, the Trust will invest at least 80% of its total assets in any combination of the following fixed income securities: (i) mortgage-related securities and asset-backed securities; (ii) U.S. Government and agency securities; (iii) senior secured floating rate and fixed rate loans or debt; (iv) second lien or other subordinated or unsecured floating rate and fixed rate loans or debt; (v) fixed income securities that are rated below investment grade by a nationally recognized credit rating organization or unrated fixed income securities that are deemed by the Trust's investment advisor and sub-advisor to be of comparable quality, which securities are commonly referred to as "junk bonds" and are regarded as predominantly speculative with respect to the issuer's capacity to pay interest and repay principal and which may include distressed and defaulted securities; (vi) investment grade corporate bonds; (vii) preferred securities; and (viii) collateralized debt and loan obligations. The Trust may invest up to 20% of its total assets in other securities, including common stocks, convertible securities, warrants and depository receipts.

(continued on next page)

Investing in the Trust's common shares involves certain risks that are described in the "Risks" section beginning on page 46 of this prospectus.

Maximum Public Offering Price Sales Load(1)

Per Share

Total

$1,025.64 $

$ 25.64 $

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Proceeds to the Trust(2)(3) (footnotes on next page)

$1,000.00 $

The Trust is offering, pursuant to this offering memorandum on a best efforts basis, common shares of beneficial interest ("common shares" or "shares"), at a purchase price equal to their net asset value of $1,000 per share plus initial sales compensation of up to $25.64 per share. The minimum required purchase by each investor is 25 shares. The termination date of the offering is expected to occur on or around February 24, 2009.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is

, 2009.

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(continued from previous page)

The Trust may invest in fixed income securities of any credit quality, maturity and duration. The Trust may invest in U.S. dollar and nonU.S. dollar denominated securities of issuers located anywhere in the world, including issuers located in emerging market countries, and of issuers that operate in any industry. The Trust may also invest in swaps, including credit default, total return, index and interest rate swaps. To the extent that the Trust invests in structured products or swaps with economic characteristics similar to fixed income securities, the value of such investments will be counted as fixed income securities for purposes of the Trust's policy of investing at least 80% of its total assets in fixed income securities.

Investment Advisor and Sub-Advisor. The Trust's investment advisor is BlackRock Advisors, LLC ("BlackRock Advisors" or the "Advisor") and the Trust's sub-advisor is BlackRock Financial Management, Inc. ("BlackRock Financial Management" or the "Sub-Advisor"). We sometimes refer to the Advisor and the Sub-Advisor collectively as the "Advisors."

Limited Term. It is anticipated that the Trust will terminate on or before December 31, 2014. While the Advisors expect the Trust to maintain a term of six years, the Trust's term may be shorter depending on market conditions. The Trust's termination date can be extended upon an amendment to the Agreement and Declaration of Trust approved by a majority of the trustees and a majority of the outstanding voting securities of the Trust. Beginning in 2012, the Advisor may begin liquidating all or a portion of the Trust's portfolio. The Trust anticipates that it would distribute all or a portion of the proceeds from any liquidated portion of its portfolio reasonably promptly, but the timing and amount of any such distribution remains subject to the discretion of the board of trustees and may be delayed in whole or in part if the board of trustees determines it to be in the best interests of the Trust. The Trust's investment objectives and policies are not designed to seek to return to investors that purchase shares in this offering their initial investment on the termination date, and such initial investors and any investors that purchase common shares after the completion of this offering may receive more or less than their original investment upon termination.

(footnotes from previous page)

(1) The common shares will be sold at net asset value plus an initial sales charge. The sales charge will be imposed by the party responsible for selling the common shares to an investor. Investors who purchase a large amount of common shares will be eligible for a reduced sales charge. See "Plan of Distribution." The initial sales charge may not exceed 2.50% of the offering price. The Trust will pay out of its assets an annual trail commission, a form of sales load, and an annual services fee to BlackRock Investments, Inc. (the "Distributor"). The Distributor may pay all or a portion of these annual fees to selling agents. The amount of each such annual fee will be 0.25% of the net asset value of the common shares owned by customers of the selling agents or, if applicable, the Distributor. BlackRock Advisors (and not the Trust) has agreed to pay from its own assets additional compensation to certain broker-dealers in connection with the offering and may pay commissions to employees of its affiliates that participate in the marketing of the Trust's common shares.

(2) BlackRock Advisors has agreed to pay such offering expenses of the Trust (other than the sales load, and not including the Trust's organizational costs) to the extent that offering expenses (other than the sales load) exceed $2.00 per common share. The Trust will pay offering expenses of the Trust (other than the sales load) up to $2.00 per common share, which may include a reimbursement of BlackRock Advisors' expenses incurred in connection with this offering. Any offering cost paid by the Trust will be deducted from the proceeds of the offering received by the Trust. The aggregate offering expenses (other than the sales load) are estimated to be $1,227,290 or $4.16 per common share. The aggregate offering expenses (other than the sales load) to be incurred by the Trust are estimated to be $600,000 or $2.00 per common share. The aggregate offering expenses (other than the sales load) to be incurred by BlackRock Advisors on behalf of the Trust are estimated to be $627,290 or $2.16 per common share.

(3) The Trust will pay its organizational costs in full out of its seed capital prior to completion of this offering.

ii

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(continued from previous page)

No Prior History and No Liquid Market. The Trust is newly organized. Its common shares have no history of trading and its common shares will not be listed for trading on any securities exchange. Accordingly, no secondary market for the Trust's common shares is expected to develop. Beginning in 2011, the Trust may choose to conduct annual tender offers for up to 25% of its common shares then outstanding in the sole discretion of its board of trustees. In a tender offer, the Trust repurchases outstanding shares at the Trust's net asset value on the last day of the offer. In any given year, the Advisor may or may not recommend to the board of trustees that the Trust conduct a tender offer. Accordingly, there may be years in which no tender offer is made. The Trust does not expect to make a tender offer for its common shares in 2009 or 2010. If a tender offer is not made, shareholders may not be able to sell their common shares as it is unlikely that a secondary market for the common shares will develop or, if a secondary market does develop, shareholders may be able to sell their common shares only at substantial discounts from net asset value. The Trust is designed primarily for long-term investors and an investment in the Trust's common shares should be considered illiquid.

You should read this prospectus, which concisely sets forth information about the Trust, before deciding whether to invest in the common

shares, and retain it for future reference. A Statement of Additional Information, dated

, 2009, containing additional information

about the Trust, has been filed with the Securities and Exchange Commission and, as amended from time to time, is incorporated by reference

in its entirety into this prospectus. You can review the table of contents for the Statement of Additional Information on page 78 of this

prospectus. You may request a free copy of the Statement of Additional Information by calling (800) 882-0052 or by writing to the Trust, or

obtain a copy (and other information regarding the Trust) from the Securities and Exchange Commission's Public Reference Room in

Washington, D.C. Call (202) 551-8090 for information. The Securities and Exchange Commission charges a fee for copies. You can get the

same information free from the Securities and Exchange Commission's Web site (). You may also e-mail requests for these

documents to publicinfo@ or make a request in writing to the Securities and Exchange Commission's Public Reference Section, 100 F

Street, N.E., Washington, D.C. 20549-0102. The Trust does not post a copy of the Statement of Additional Information on its Web site

because the Trust's common shares are not continuously offered, which means the Statement of Additional Information will not be updated

after completion of this offering and the information contained in the Statement of Additional Information will become outdated. In addition,

you may request copies of the Trust's semi-annual and annual reports or other information about the Trust or make shareholder inquiries by

calling (800) 882-0052. The Trust's annual and semi-annual reports, when produced, will be available at the Trust's website

() free of charge.

You should not construe the contents of this prospectus as legal, tax or financial advice. You should consult with your own professional advisors as to the legal, tax, financial or other matters relevant to the suitability of an investment in the Trust.

You should rely only on the information contained in this prospectus. The Trust has not authorized anyone to provide you with different information. You should not assume that the information provided by this prospectus is accurate as of any date other than the date on the front of this prospectus.

The Trust's common shares do not represent a deposit or obligation of, and are not guaranteed or endorsed by, any bank or other insured depository institution, and are not federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency.

iii

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