Western Asset Managed Municipals Fund Inc., Western Asset Municipal Partners Fund Inc., Western Asset Intermediate Muni Fund Inc. Announce Results of Stockholder Votes at Special Meeting of Stockholders Relating to Proposed Mergers

Rhea-AI Summary

Western Asset Municipal Partners Fund Inc. (NYSE: MNP) announces merger with Western Asset Managed Municipals Fund Inc. (NYSE: MMU) approved by stockholders. Merger with Western Asset Intermediate Muni Fund Inc. (NYSE: SBI) not approved. Merger expected to be effective in mid-to-late October 2023. Upon completion of the merger, each share of MNP will convert into full shares of MMU based on net asset value. MMU will pay cash for fractional shares. ARPS for both MNP and MMU will be redeemed prior to the closing of the merger. VRDPS for MNP will be replaced with newly issued shares of MMU's VRDPS. MMU is a closed-end, non-diversified management investment company. SBI and MNP are diversified, closed-end management investment companies. Both managed by Legg Mason Partners Fund Advisor, LLC, and sub-advised by Western Asset Management Company, LLC. For more information, please call Investor Relations or visit the funds' websites.

Positive

• Merger between MNP and MMU approved by stockholders
• Merger expected to be effective in mid-to-late October 2023
• Each share of MNP will convert into full shares of MMU based on net asset value
• MMU will pay cash for fractional shares
• ARPS for MNP and MMU will be redeemed prior to the closing of the merger
• VRDPS for MNP will be replaced with newly issued shares of MMU's VRDPS

Negative

• Merger with SBI not approved

NEW YORK--(BUSINESS WIRE)-- Western Asset Municipal Partners Fund Inc. (NYSE: MNP) today announced the results of the votes cast at MNP’s re-convened Special Meeting of Stockholders held on August 11, 2023.

Stockholders of MNP voted to approve the merger of MNP with and into Western Asset Managed Municipals Fund Inc. (NYSE: MMU) (the “Merger”) in accordance with the Maryland General Corporation Law (“MGCL”). The merger of Western Asset Intermediate Muni Fund Inc. (NYSE: SBI) with and into MMU did not receive sufficient favorable votes from SBI stockholders at SBI’s re-convened Special Meeting of Stockholders and was consequently not approved. SBI will continue as its own closed-end management investment company.

Previously, on July 14, 2023, stockholders of MMU voted to approve the Merger in accordance with the MGCL. It is currently anticipated that the Merger will be effective in mid-to-late October 2023, subject to all regulatory requirements and customary closing conditions being satisfied.

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

Prior to the closing of the Merger, MNP’s currently outstanding Auction Rate Cumulative Preferred Stock (“ARPS”) will be redeemed in connection with—and prior to the closing of—the Merger, pursuant to the redemption terms outlined in the Articles Supplementary for MNP’s ARPS. In addition, MMU’s currently outstanding ARPS will be redeemed in connection with—and prior to the closing of—the Merger, pursuant to the redemption terms outlined in the Articles Supplementary for MMU’s ARPS. The redemption price per share will be equal to the sum of the liquidation preference plus any accumulated, but unpaid, dividends thereon for both MNP’s ARPS and MMU’s ARPS.

With respect to the currently outstanding Variable Rate Demand Preferred Stock (“VRDPS”) for MNP, prior to the closing of the Merger, MMU will issue and deliver to each stockholder of MNP’s Series 1 VRDPS newly issued shares of MMU’s VRDPS with the same aggregate liquidation preference and terms as MNP’s Series 1 VRDPS issued and outstanding immediately before the date of the Merger. As the liquidation preference for the newly issued shares of MMU’s VRDPS that will replace the MNP’s Series 1 VRDPS will be equal to the liquidation preference of the existing MMU’s Series 1 VRDPS, MMU will issue a corresponding number of newly issued shares of MMU’s VRDPS so that the aggregate liquidation preference for the replaced MNP’s Series 1 VRDPS remains the same.

MMU is a closed-end, non-diversified management investment company. SBI and MNP are diversified, closed-end management investment companies. MMU, SBI and MNP are each managed by Legg Mason Partners Fund Advisor, LLC, (“LMPFA) and sub-advised by Western Asset Management Company, LLC (“Western Asset”). Both LMPFA and Western Asset are indirect, wholly-owned subsidiaries of Franklin Resources, Inc.

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 Western Asset

Western Asset is one of the world’s leading fixed-income managers with 50 years of experience and $388.0 billion in assets under management (AUM) as of June 30, 2023. With a focus on long-term fundamental value investing that employs a top-down and bottom-up approach, the firm has nine offices around the globe and deep experience across the range of fixed-income sectors. Founded in 1971, Western Asset has been recognized for delivering superior levels of client service alongside its approach emphasizing team management and intensive proprietary research, supported by robust risk management. To learn more about Western Asset, please visit www.westernasset.com.

Western Asset is an independent specialist investment manager of Franklin Templeton.

About Franklin Templeton

Franklin Resources, Inc. is a global investment management organization with subsidiaries operating as Franklin Templeton and serving clients in over 155 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 offices in more than 30 countries and approximately 1,300 investment professionals, the California-based company has over 75 years of investment experience and over $1.4 trillion in assets under management as of June 30, 2023. For more information, please visit www.franklintempleton.com.

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/20230814733884/en/

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

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

FAQ

When will the merger between MNP and MMU be effective?

The merger is expected to be effective in mid-to-late October 2023.

What will happen to the shares of MNP after the merger?

Each share of MNP will convert into full shares of MMU based on the net asset value.

Will MMU issue fractional shares to MNP stockholders?

No, MMU will pay cash for fractional shares.

What will happen to the ARPS for MNP and MMU?

The ARPS for both MNP and MMU will be redeemed prior to the closing of the merger.

What will happen to the VRDPS for MNP?

The VRDPS for MNP will be replaced with newly issued shares of MMU's VRDPS.