ClearBridge Energy Midstream Opportunity Fund Inc. Announces Completion of Merger & Share Conversion Price & Reaffirms Name &...
November 19 2018 - 7:00AM
Business Wire
ClearBridge Energy Midstream Opportunity Fund Inc. (NYSE: EMO or
the “Fund”)) (formerly known as “ClearBridge Energy MLP Opportunity
Fund Inc.”) today announced the completion of the merger of
ClearBridge American Energy MLP Fund Inc. (NYSE: CBA) with and into
EMO. Effective after the close of business on Friday, November 16,
2018, CBA stockholders became EMO stockholders.
Each CBA common share converted into an equivalent dollar amount
(to the nearest $0.0001) of full common shares of EMO. The
conversion price was based on each Fund’s net asset value (NAV) per
share calculated at the close of business on Friday, November 16,
2018.
NAV, as of 11/16/18 market close
EMO
$10.8350 CBA $7.4926
The conversion ratio was calculated at 0.691518 common shares of
EMO for each CBA common share. EMO did not issue any fractional
common shares to CBA stockholders. In lieu thereof, EMO purchased
all fractional shares at the then current NAV and remitted the cash
proceeds to former CBA stockholders in proportion to their
fractional shares.
EMO’s post-merger net assets totaled $777,019,422 and its NAV
per common share was $10.8350 based on approximately 71,714,031
shares outstanding, as of the close of business on November 16,
2018.
In addition, EMO issued and delivered to CBA for distribution to
holders of CBA mandatory redeemable preferred stock (“MRPS”) the
same number of newly issued shares of Series D, E, F and G MRPS as
that number of shares of CBA’s Series A, B, C and D MRPS issued and
outstanding immediately before the date of the merger, with a
liquidation preference and other terms identical to the terms of
CBA’s Series A, B, C and D MRPS. The newly issued EMO MRPS have
equal priority with any other outstanding EMO MRPS as to the
payment of dividends and as to the distribution of assets upon
dissolution, liquidation or winding up of the affairs of EMO. Any
accrued and unpaid dividends on the CBA MRPS have been assumed by
EMO and will be payable on the same dividend payment schedule.
Affirmation of Name and Policy Change: EMO also
reaffirmed that, effective after the close of business on November
16, 2018, it had changed its name from “ClearBridge Energy MLP
Opportunity Fund Inc.” to “ClearBridge Energy Midstream Opportunity
Fund Inc.” and, relatedly, amended its 80% policy from investing at
least 80% of its managed assets in master limited partnerships
(“MLPs”) in the energy sector to investing at least 80% of its
managed assets in energy midstream entities including entities
structured as both partnerships and corporations.
EMO is a closed-end, non-diversified management investment
company. Legg Mason Partners Fund Advisor, LLC, a wholly owned
subsidiary of Legg Mason, Inc., serves as the Fund’s investment
manager and ClearBridge Investments, LLC, an affiliate of the
investment manager, serves as the Fund’s sub-adviser.
Contact the Fund at 1-888-777-0102 for additional information,
or consult the Fund’s web site at www.lmcef.com. Hard copies of each Fund’s complete
audited financial statements are available free of charge upon
request.
All data and commentary provided within this press release is
for informational purposes only. Legg Mason, Inc. and its
affiliates do not engage in the sale of shares of the Fund. The
Fund’s shares are traded on the New York Stock Exchange.
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Media:Fund Investor Services, 1-888-777-0102
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