ClearBridge Midstream Funds Announce Results of Stockholder Votes at Special Stockholder Meetings Relating to Proposed Mergers

Rhea-AI Summary

ClearBridge Energy Midstream Opportunity Fund (NYSE: EMO), ClearBridge MLP and Midstream Fund (NYSE: CEM), and ClearBridge MLP and Midstream Total Return Fund (NYSE: CTR) announced the results of stockholder votes at a special meeting on May 17, 2024.

Stockholders approved the merger of CEM and CTR into EMO. Upon completion, CEM and CTR shares will convert into full shares of EMO based on net asset value, with cash paid for fractional shares.

EMO will issue new Mandatory Redeemable Preferred Stock (MRPS) to CEM and CTR holders, aligning voting rights. The funds are managed by Franklin Templeton Fund Adviser, with ClearBridge Investments as subadvisor. This move consolidates management under EMO, potentially streamlining operations and reducing costs.

Positive

• Stockholders approved the merger, showing strong investor support.
• Operational consolidation may streamline management and reduce costs.
• Conversion of shares based on net asset value ensures fair value for stockholders.
• EMO will align voting rights of all preferred stockholders, potentially enhancing governance.

Negative

• Potential dilution of EMO shares due to merger.
• Fractional shares conversion may result in minimal cash payments, possibly disadvantaging some investors.
• No guarantee of improved financial performance post-merger.

NEW YORK--(BUSINESS WIRE)-- ClearBridge Energy Midstream Opportunity Fund Inc. (NYSE: EMO), ClearBridge MLP and Midstream Fund Inc. (NYSE: CEM) and ClearBridge MLP and Midstream Total Return Fund Inc. (NYSE: CTR) today announced the results of the votes cast at the Joint Special Meeting of Stockholders of EMO, CEM and CTR (collectively, the “Funds”) held on May 17, 2024.

Stockholders of the Funds voted to approve the merger of CEM with and into EMO and the merger of CTR with and into EMO (each a “Merger” and collectively, the “Mergers”), each in accordance with the Maryland General Corporation Law.

Upon completion of the Mergers, each share of common stock of CEM and CTR will convert into an equivalent dollar amount (to the nearest $0.001) of full shares of common stock of EMO, based on the net asset value of each Fund on the business day preceding the Mergers. EMO will not issue fractional shares to CEM and CTR stockholders. In lieu of issuing fractional shares, EMO will pay cash to each former holder of CEM and CTR common stock in an amount equal to the net asset value of the fractional shares of EMO common stock that the investor would otherwise have received in the Mergers.

Each Fund has outstanding Mandatory Redeemable Preferred Stock (“MRPS”). In connection with the closing of each Merger, EMO will issue and deliver to each of the CEM and CTR’s MRPS holders newly issued shares of EMO’s MRPS with the same aggregate liquidation preference (of $35 per share) and terms as their MRPS that are issued and outstanding immediately before the date of the Merger. EMO will also amend its MRPS that are outstanding prior to the closing of the Mergers to align the voting rights of all of EMO’s outstanding preferred stock so that each preferred stockholder will have one vote for every $35 of liquidation preference following the Mergers. No fractional MRPS will be issued to CEM and CTR holders as a result of the Mergers. EMO will round up to the next whole share instead of issuing fractional shares of MRPS.

Each of EMO, CEM and CTR is a non-diversified, closed-end management investment company 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.

For more information, please call Investor Relations on 1-888-777-0102, or consult the Funds’ web sites www.franklintempleton.com/investments/options/closed-end-funds. Hard copies of each Fund’s complete audited financial statements are available free of charge upon request.

THIS PRESS RELEASE IS NOT AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL SHARES OF THE FUNDS. 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 EACH 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 EACH FUND’S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION.

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

Source: Franklin Resources, Inc.

Source: Legg Mason Closed End Funds

View source version on businesswire.com: https://www.businesswire.com/news/home/20240520875359/en/

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

Media Contact: Lisa Tibbitts

+1 (904) 942-4451

Lisa.Tibbitts@franklintempleton.com

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

FAQ

What stock symbol represents ClearBridge Energy Midstream Opportunity Fund?

The stock symbol for ClearBridge Energy Midstream Opportunity Fund is EMO.

When was the stockholder meeting held for ClearBridge Energy Midstream Opportunity Fund's merger?

The stockholder meeting was held on May 17, 2024.

What will happen to CEM and CTR shares after the merger?

CEM and CTR shares will convert into full shares of EMO based on net asset value, with cash paid for fractional shares.

Will EMO issue fractional shares to CEM and CTR stockholders?

No, EMO will pay cash for fractional shares instead of issuing them.

What is the liquidation preference of the new MRPS issued by EMO?

The liquidation preference of the new MRPS issued by EMO is $35 per share.

Who manages the ClearBridge Energy Midstream Opportunity Fund?

The ClearBridge Energy Midstream Opportunity Fund is managed by Franklin Templeton Fund Adviser and subadvised by ClearBridge Investments.