ClearBridge Energy Midstream Opportunity Fund Inc. Announces Completion of Merger and Share Conversion Price and Reaffirms Name and Policy Change
November 19, 2018
NEW YORK--(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
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.