pos-ex.htm
As filed with the Securities and Exchange Commission on November 10, 2014
Securities Act File No. 333-196882
Investment Company Act File No.  811-10543 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
_____________
FORM N-14
 
 
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

  o  
Pre-Effective Amendment No. __
       
  x  
Post-Effective Amendment No.    1 
 
(Check appropriate box or boxes)
 
BLACKROCK CORE BOND TRUST
(Exact name of registrant as specified in charter)
 
100 BELLEVUE PARKWAY WILMINGTON, DELAWARE 19809
(Address of Principal Executive Offices)

(800) 882-0052
(Area Code and Telephone Number)

John M. Perlowski
President and Chief Executive Officer
BlackRock Core Bond Trust
55 East 52nd Street
New York, New York 10055
(Name and Address of Agent for Service)
_____________
Copies to:
 
Thomas A. DeCapo, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
500 Boylston Street
Boston, Massachusetts 02116
  
Janey Ahn, Esq.
BlackRock Advisors, LLC
40 East 52nd Street
New York, New York 10022

 
 
 
 

 
EXPLANATORY NOTE
 
The Joint Proxy Statement/Prospectus and Statement of Additional Information, each in the form filed on August 13, 2014 pursuant to Rule 497 of the General Rules and Regulations under the Securities Act of 1933, as amended (File Nos. 333-196882 and 811-10543), are incorporated herein by reference.

This amendment is being filed in order to (i) file, as Exhibit 11 to this Registration Statement, the opinion and consent of special counsel for the Registrant, regarding the legality of the securities being offered pursuant to this Registration Statement; and (ii) file, as Exhibit 12 to this Registration Statement, the tax opinion of special U.S. federal income tax counsel for the Registrant.



 
 
 
 
 
PART C:  OTHER INFORMATION
 
 
ITEM 15.  Indemnification
 
There has been no change in the information set forth in Item 15 of the most recently filed Registration Statement of BlackRock Core Bond Trust (the “Registrant”) on Form N-14 under the Securities Act of 1933 (File No. 333-196882), as filed with the Securities and Exchange Commission on August 11, 2014, which information is incorporated herein by reference.
 
ITEM 16.  Exhibits
 
The agreements included or incorporated by reference as exhibits to this registration statement contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties were made solely for the benefit of the other parties to the applicable agreement and (i) were not intended to be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; (ii) may have been qualified in such agreement by disclosures that were made to the other party in connection with the negotiation of the applicable agreement; (iii) may apply contract standards of “materiality” that are different from “materiality” under the applicable securities laws; and (iv) were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement.

The Registrant acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this registration statement not misleading.
 

 
 
 


 
Exhibit No.
  
 
Description of Exhibit
   
(1)(a)
  
Agreement and Declaration of Trust (a)
   
    (b)
  
Certificate Evidencing Amendment to the Agreement and Declaration of Trust*
   
(2)
  
Amended and Restated Bylaws of the Registrant, dated October 28, 2010 (b)
   
(3)
  
Not applicable.
   
(4)
  
Form of Agreement and Plan of Reorganization (c)
   
(5)(a)
  
Portions of the Amended and Restated Agreement and Declaration of Trust and the Amended and Restated Bylaws of the Registrant defining the Rights of Shareholders*
   
    (b)
  
Form of Specimen Certificate for Common Shares of Beneficial Interest of the Registrant (d)
   
(6)
  
Investment Management Agreement by and between the Registrant and BlackRock Advisors, LLC*
   
(7)
  
Not applicable.
   
(8)
  
Second Amended and Restated Deferred Compensation Plan*
   
(9)
  
Custodian Agreement between the Registrant and State Street Bank and Trust Company*
   
(10)
  
Not applicable.
   
(11)
  
Opinion and Consent of Special Counsel for the Registrant***
   
(12)
  
Tax opinion of Skadden, Arps, Slate, Meagher & Flom LLP***
   
(13)(a)
  
Transfer Agency and Service Agreement between the Registrant and Computershare Trust Company, N.A. and Computershare Shareholder Services, Inc.*
   
      (b)
  
Administrative Services Agreement between the Registrant and State Street *
   
      (c)
  
Form of Second Amended and Restated Securities Lending Agency Agreement*
   
(14)
  
Consent of independent registered public accounting firm**
   
(15)
  
Not applicable
   
(16)
  
Power of Attorney, dated June 6, 2014*
   
(17)
  
Form of Proxy Cards for the Funds*
 
*
  
Filed as an exhibit to the Registrant’s Registration Statement on Form N-14, filed on June 18, 2014.
**
  
Filed as an exhibit to the Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement on Form N-14, filed on August 11, 2014.
***
  
Filed herewith.
(a)
  
Filed as exhibit (a) to the Registrant’s Registration Statement on Form N-2, filed on October 18, 2001.
(b)
  
Filed as exhibit 3.1 to the Registrant’s Form 8-K, filed on October 29, 2010.
(c)
  
Included in the Statement of Additional Information as Appendix A.
(d)
  
Filed as exhibit (d) to the Registrant's Pre-Effective Amendment No. 2 to the Registration Statement on Form N-2, filed on November 27, 2001.
 
ITEM 17.  Undertakings
 
(1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through use of a prospectus which is part of this Registration Statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, as amended, the reoffering prospectus will contain information called for by the applicable Exchange
 

 
 
 

 
registration form for reoffering by persons who may be deemed underwriters, in addition to the information called for by other items of the applicable form.
 
(2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act of 1933, as amended, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of securities at that time shall be deemed to be the initial bona fide offering of them.
 

 

 
 
 

 
SIGNATURES
 
As required by the Securities Act of 1933, this Registration Statement has been signed on behalf of the Registrant, in the City of New York and the State of New York, on the 10th day of November 2014.
 

 
BLACKROCK CORE BOND TRUST
 
By:
  
/s/ John M. Perlowski
 
 
Name:
  
John M. Perlowski
 
Title:
  
President and Chief Executive Officer
 
As required by the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
 
Signature
  
Title
  
Date
         
/s/ John M. Perlowski
  
President and Chief Executive Officer
  
November 10, 2014
John M. Perlowski
        
         
/s/ Neal J. Andrews
  
Chief Financial Officer
  
November 10, 2014
Neal J. Andrews
        
         
*
  
Director
  
November 10, 2014
Michael J. Castellano
        
         
*
  
Director
  
November 10, 2014
Richard E. Cavanagh
        
         
*
  
Director
  
November 10, 2014
Frank J. Fabozzi
        
         
*
  
Director
  
November 10, 2014
Kathleen F. Feldstein
        
         
*
  
Director
  
November 10, 2014
James T. Flynn
        
         
*
  
Director
  
November 10, 2014
Jerrold B. Harris
        
         
*
  
Director
  
November 10, 2014
R. Glenn Hubbard
        
         
*
  
Director
  
November 10, 2014
W. Carl Kester
        
         
*
  
Director
  
November 10, 2014
Karen P. Robards
        
         
*
  
Director
  
November 10, 2014
Paul L. Audet
        
         
*
  
Director
  
November 10, 2014
Henry Gabbay
        
 
 
 
 
 

 
*By:
/s/ John M. Perlowski
  
Attorney-in-Fact
  
November 10, 2014
 
John M. Perlowski
        
 

 


 
 
 

 
EXHIBIT INDEX
 

Exhibit No.
  
Description of Exhibits
     
11
  
Opinion and Consent of Special Counsel for the Registrant
     
12
  
Tax opinion relating to Registrant’s reorganization with BlackRock Income Opportunity Trust, Inc.