ClearBridge MLP And Midstream Total Return Fund Inc. Announces Final Results of Issuer Tender Offer for Common Stock

Rhea-AI Summary

ClearBridge MLP and Midstream Total Return Fund (NYSE: CTR) has announced the final results of its tender offer for up to 50% of its outstanding common stock. The offer expired on June 20, 2024, with a total of 3,774,769 shares tendered, exceeding the 3,443,416 shares sought, resulting in an oversubscription. Consequently, shares will be purchased on a pro rata basis, with approximately 91.24% of tendered shares accepted for payment at $44.45 per share, reflecting 100% of the net asset value as of the close of trading on June 20, 2024. Payment for accepted shares will be made on or about June 25, 2024. Shares not tendered will remain outstanding. For inquiries, Georgeson can be contacted toll-free at (866) 920-4920.

Positive

• The tender offer was oversubscribed, indicating strong investor demand.
• Approximately 91.24% of tendered shares were accepted for payment.
• The repurchase price of $44.45 per share reflects 100% of the net asset value.

Negative

• Shares not tendered will remain outstanding, potentially leading to market volatility.

Insights

Financial Analyst

The results of the issuer tender offer by ClearBridge MLP and Midstream Total Return Fund Inc. represent a significant event for shareholders and potential investors. The tender offer was heavily oversubscribed, indicating strong interest from shareholders to liquidate their positions. This high level of participation often signals investor sentiment regarding the company’s future performance and management strategy.

One key insight is that the tender offer was priced at $44.45 per share, exactly matching the net asset value (NAV). This ensures that investors receive fair market value for their shares, which might appeal to those looking for liquidity.

From a short-term perspective, the successful completion of the tender offer can reduce the number of outstanding shares, potentially enhancing future earnings per share (EPS) for remaining shareholders. However, for long-term impact, it’s essential to consider how the reduction in shares will affect the Fund's capital structure and its ability to generate returns.

Another point to consider is the pro rata allocation of shares: 91.24% of each stockholder's properly tendered shares were accepted. This partial fulfillment may leave some investors unsatisfied if they had hoped to fully exit their positions. Investors should also be aware that shares not tendered will remain outstanding, which could influence future trading activity and liquidity in the market.

Rating: 1

Market Research Analyst

The tender offer results for ClearBridge MLP and Midstream Total Return Fund Inc. highlight an important trend in investor behavior. The oversubscription indicates that more investors wanted to sell their shares than the company was willing to buy back. This could be interpreted as a lack of confidence in the fund's future performance or a desire to redeploy capital elsewhere.

It’s worth noting that the tender offer price was set at the NAV, which provides a good exit point for shareholders. However, the fact that not all shares were accepted might leave some investors with an unresolved desire to sell, potentially leading to future selling pressure on the stock.

From an industry perspective, such tender offers are not uncommon for closed-end funds aiming to manage their discounts to NAV. However, the outcome of this tender offer could signal to other closed-end funds about the prevailing market sentiment and the potential for similar actions to be well-received by investors.

Investors should also consider the timing of the payment, set for June 25, 2024, as it provides a concrete date for cash inflows for those whose shares were accepted. Monitoring how the stock performs post-payment will be important in assessing the long-term impact of this tender offer.

Rating: 1

NEW YORK--(BUSINESS WIRE)-- ClearBridge MLP and Midstream Total Return Fund Inc. (NYSE: CTR) (the “Fund”) announced today the final results for its issuer tender offer for up to 50% of the outstanding shares of common stock (“Shares”) of the Fund (the “Tender Offer”). The Tender Offer expired on Thursday, June 20, 2024 at 5:00 p.m., New York City time.

A total of 3,774,769 Shares were duly tendered and not withdrawn. Because the number of Shares tendered exceeds 3,443,416 Shares, the tender offer has been oversubscribed. Therefore, in accordance with the terms and conditions specified in the tender offer, the Fund will purchase Shares from all tendering stockholders on a pro rata basis, disregarding fractions. Accordingly, on a pro rata basis, approximately 91.24% of Shares for each stockholder who properly tendered shares have been accepted for payment. The Shares accepted for tender were repurchased at a price of $44.45 equal to 100% of the per Share net asset value, as of the close of the regular trading session of the New York Stock Exchange on June 20, 2024.

Payment for such Shares will be made on or about June 25, 2024. Shares that were not tendered will remain outstanding.

Any questions about the Tender Offer can be directed to Georgeson LLC, the information agent for the Tender Offer, toll free at (866) 920-4920.

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 IS NOT A PROSPECTUS, CIRCULAR OR REPRESENTATION INTENDED FOR USE IN THE PURCHASE OR SALE OF FUND SHARES. 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. ALL STATEMENTS OTHER THAN STATEMENTS OF HISTORICAL FACT ARE FORWARD-LOOKING AND CAN BE IDENTIFIED BY THE USE OF WORDS SUCH AS “MAY,” “WILL,” “EXPECT,” “ANTICIPATE,” “ESTIMATE,” “BELIEVE,” “CONTINUE” OR OTHER SIMILAR WORDS. 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 ARE CONTAINED IN THE FUND’S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION

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 May 31, 2024. For more information, please visit franklintempleton.com and follow us on LinkedIn, X and Facebook.

Category: Fund Announcement

Source: Franklin Resources, Inc.

Source: Legg Mason Closed End Funds

View source version on businesswire.com: https://www.businesswire.com/news/home/20240624298255/en/

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

Media: Lisa Tibbitts

+1 (904) 942-4451

Lisa.Tibbitts@franklintempleton.com

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

FAQ

What are the results of the ClearBridge MLP (CTR) tender offer?

ClearBridge MLP (CTR) announced that 3,774,769 shares were tendered, exceeding the 3,443,416 shares sought, resulting in an oversubscription.

What percentage of shares were accepted in the ClearBridge MLP (CTR) tender offer?

Approximately 91.24% of the shares tendered were accepted for payment.

What was the repurchase price for the ClearBridge MLP (CTR) tendered shares?

The repurchase price for the tendered shares was $44.45 per share, reflecting 100% of the net asset value.

When will payment be made for the accepted ClearBridge MLP (CTR) tendered shares?

Payment for the accepted shares will be made on or about June 25, 2024.

Will shares not tendered in the ClearBridge MLP (CTR) offer remain outstanding?

Yes, shares that were not tendered will remain outstanding.