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ClearBridge MLP and Midstream Total Return Fund Inc. Announces Tender Offer Details

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ClearBridge MLP and Midstream Total Return Fund (NYSE: CTR) has announced details of its cash tender offer for up to 50% of its outstanding common stock shares. The offer price will be equal to 100% of the Fund's net asset value per share on the expiration date, which is set for June 20, 2024. If the offer is oversubscribed, shares will be repurchased on a pro-rata basis. The Fund has initiated the offer today, May 21, 2024, and plans to reposition its portfolio to ensure prompt payment of proceeds. Investors are advised to review the Offer to Purchase and related documents filed with the SEC for comprehensive details.

Positive
  • Tender offer targets 50% of outstanding shares.
  • Offer price set at 100% of net asset value per share.
  • Portfolio repositioning to ensure prompt payment of proceeds.
Negative
  • Potential oversubscription could lead to pro-rata share repurchase.
  • No assurance that share repurchase will reduce or eliminate market price discount to net asset value.

Insights

The tender offer by ClearBridge MLP and Midstream Total Return Fund Inc. for up to 50% of its outstanding shares is a significant event for shareholders. This move can potentially address the discount of the Fund’s market price per share to its net asset value (NAV). Typically, a tender offer at NAV provides shareholders a chance to exit at a fair value, which can be attractive if the shares have been trading below NAV.

In the short term, this could lead to a temporary increase in the share price as investors anticipate the tender offer. However, long-term impacts depend on several factors. If the tender offer reduces the discount effectively, remaining shareholders might see a revaluation of their holdings closer to NAV. But, if the portfolio repositioning results in significant transaction costs or if the market perceives this as a one-time event rather than a sustainable strategy, the benefits might be short-lived.

Investors should also consider the implications of the Fund trimming its portfolio. While the intention is to do this orderly, it might still lead to some short-term volatility depending on the asset liquidity and market conditions. Also, if the offer is oversubscribed, shares will be repurchased on a pro rata basis, potentially leaving some investors unable to redeem as many shares as they would like.

The announcement of the tender offer by ClearBridge MLP and Midstream Total Return Fund Inc. at 100% of NAV is a strategic move to address the persistent discount in its shares. For retail investors, understanding the dynamics of such offers is crucial. When a closed-end fund trades below its NAV, it can be indicative of market skepticism about the fund's management or the underlying assets.

The tender offer could be seen as a confidence-building measure, signaling the management’s belief in the intrinsic value of the fund. However, potential drawbacks include the possibility of only a partial fulfillment for those wanting to sell, as shares are repurchased on a pro rata basis if oversubscribed. Additionally, the market perception of the Fund's long-term strategy is vital. If investors view this as a one-off event rather than part of a broader strategy to enhance shareholder value, the impact might be limited.

Investors should also pay close attention to the Fund’s actions in repositioning its portfolio. This process must be managed to avoid significant losses or disruptions. Furthermore, the cost of repositioning and any potential tax impacts should not be overlooked.

NEW YORK--(BUSINESS WIRE)-- ClearBridge MLP and Midstream Total Return Fund Inc. (NYSE: CTR) announced today additional details concerning its previously announced cash tender offer for up to 50% of such Fund’s outstanding shares of common stock (“Shares”) at a price per share equal to 100% of the Fund’s net asset value per Share on the day on which the tender offer expires (the “Offer”). In the event the tender offer is oversubscribed, Shares will be repurchased on a pro rata basis. The Fund commenced the Offer today, May 21, 2024, with an expiration time of 5:00 p.m., New York City time, on June 20, 2024, unless extended. To ensure the Fund can pay proceeds for repurchased Shares promptly after the expiration of the Offer, the Fund intends to reposition its portfolio in an orderly manner in advance of the expiration of the Offer.

This announcement is not a recommendation, an offer to purchase or a solicitation of an offer to purchase shares of the Fund and the statements in this press release are not intended to constitute an offer to participate in any tender offer. The Offer will be made only by the Offer to Purchase and the related Letter of Transmittal, and related documents, which are on file with the tender offer documentation with the U.S. Securities and Exchange Commission (“SEC”). STOCKHOLDERS OF THE FUND SHOULD READ THESE DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE OFFER. These and other filed documents are available to investors for free both at the website of the SEC and from the Fund. There can be no assurance that any Share repurchases will reduce or eliminate the discount of the Fund’s market price per Share to the Fund’s net asset value per Share.

About the Fund

The Fund is a non-diversified, closed-end management investment company that is managed by Franklin Templeton Fund Adviser, LLC (formerly known as Legg Mason Partners Fund Advisor, LLC) (“FTFA”), and subadvised by ClearBridge Investments, LLC (“ClearBridge”). FTFA and ClearBridge are both indirect wholly-owned subsidiaries of Franklin Resources, Inc., a global investment management organization operating as Franklin Templeton.

This press release may contain statements regarding plans and expectations for the future that constitute forward-looking statements within the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on the Fund’s current plans and expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Additional information concerning such risks and uncertainties is contained in the Fund’s filings with the SEC.

For more information about the Fund, please call Fund Investor Services: 1-888-777-0102, or consult the Fund’s web site at www.franklintempleton.com/investments/options/closed-end-funds. The information contained on the Fund’s web site is not part of this press release. Hard copies of the Fund’s complete audited financial statements are available free of charge upon request.

About Franklin Templeton

Franklin Resources, Inc. is a global investment management organization with subsidiaries operating as Franklin Templeton and serving clients in over 150 countries. Franklin Templeton’s mission is to help clients achieve better outcomes through investment management expertise, wealth management and technology solutions. Through its specialist investment managers, the company offers specialization on a global scale, bringing extensive capabilities in fixed income, equity, alternatives and multi-asset solutions. With more than 1,500 investment professionals, and offices in major financial markets around the world, the California-based company has over 75 years of investment experience and over $1.6 trillion in assets under management as of April 30, 2024. For more information, please visit franklintempleton.com and follow us on LinkedIn, Twitter and Facebook.

Category: Fund Announcement

Investor Contact: Fund Investor Services 1-888-777-0102

Source: Franklin Resources, Inc.

Source: Legg Mason Closed End Funds

Media Contact: Lisa Tibbitts

+1 (904) 942-4451

Lisa.Tibbitts@franklintempleton.com

Source: Franklin Resources, Inc. and Legg Mason Closed End Funds

FAQ

What is the expiration date for ClearBridge CTR's tender offer?

The expiration date for ClearBridge CTR's tender offer is June 20, 2024.

What percentage of shares is ClearBridge CTR targeting in its tender offer?

ClearBridge CTR is targeting up to 50% of its outstanding shares in the tender offer.

How will the repurchase price be determined for the CTR tender offer?

The repurchase price will be equal to 100% of the Fund’s net asset value per share on the expiration date.

What happens if the ClearBridge CTR tender offer is oversubscribed?

If the tender offer is oversubscribed, shares will be repurchased on a pro-rata basis.

When did ClearBridge CTR commence the tender offer?

ClearBridge CTR commenced the tender offer on May 21, 2024.

ClearBridge MLP and Midstream Total Return Fund Inc.

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