ClearBridge MLP and Midstream Fund Inc., ClearBridge Energy Midstream Opportunity Fund Inc. and ClearBridge MLP and Midstream Fund Total Return Inc. Announce Plans for Tender Offers
26 Dicembre 2023 - 2:00PM
Business Wire
ClearBridge MLP and Midstream Fund Inc. (NYSE: CEM), ClearBridge
Energy Midstream Opportunity Fund Inc. (NYSE: EMO), ClearBridge MLP
and Midstream Total Return Fund Inc. (NYSE: CTR) and LMP Capital
and Income Fund Inc. (NYSE: SCD) (individually, a “Fund” and
collectively, the “Funds”) announced today that the Funds have
entered into an agreement with Saba Capital Management, L.P.
(“Saba”) and certain associated parties (the “Settlement
Agreement”). The Settlement Agreement has been approved by each
Fund’s Board. During the effective period of the Settlement
Agreement, Saba has agreed to (1) be bound by the terms of the
Settlement Agreement, including certain standstill covenants, and
(2) vote its Shares (as defined below) on all proposals submitted
to shareholders in accordance with the recommendation of each
Fund’s Board of Directors. The Funds have been advised that Saba
will file a copy of the Settlement Agreement with the U.S.
Securities and Exchange Commission (“SEC”) as an exhibit to its
Schedule 13D.
Under the Settlement Agreement CEM, EMO and CTR have agreed to
conduct a 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 as of the business day
immediately following the expiration date of the tender offer. The
commencement of the tender offers will be announced at a later
date. The tender offers will not expire or close prior to June 11,
2024, nor be held open after June 21, 2024. CEM, EMO and CTR will
repurchase Shares tendered and accepted in the tender offer in
exchange for cash. In the event the tender offer is oversubscribed,
Shares will be repurchased on a pro rata basis.
CEM, EMO and CTR have not commenced the tender offers described
in this release. This announcement is not a recommendation, an
offer to purchase or a solicitation of an offer to sell shares of a
Fund and the above statements are not intended to constitute an
offer to participate in any tender offer. Information about the
tender offers, including their commencement, will be provided by
future public announcements. Shareholders will be notified in
accordance with the requirements of the Securities Exchange Act of
1934, as amended, and the Investment Company Act of 1940, as
amended, either by publication or mailing or both. The tender
offers will be made only by an offer to purchase, a related letter
of transmittal, and other documents to be filed with the SEC.
Shareholders of CEM, EMO and/or CTR should read the offer to
purchase and tender offer statement and related exhibits when those
documents are filed and become available, as they will contain
important information about the tender offer. These and other filed
documents will be available to investors for free both at the
website of the SEC and from CEM, EMO or CTR. There can be no
assurance that any Share repurchase will reduce or eliminate the
discount of market price per Share to net asset value per Share for
CEM, EMO or CTR.
About the Funds
Each 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 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 SEC.
For more information about the Funds, please call Investor
Relations: 1-888-777-0102, or consult each Fund’s web site at
www.franklintempleton.com. The information contained on each Fund’s
web site is not part of this press release. Hard copies of each
Fund’s complete audited financial statements are available free of
charge upon request.
Category: Fund Announcement
Source: Franklin Resources, Inc.
Source: Legg Mason Closed End Funds
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version on businesswire.com: https://www.businesswire.com/news/home/20231226105141/en/
Media: Fund Investor Services 1-888-777-0102
Grafico Azioni ClearBridge MLP and Mids... (NYSE:CEM)
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