ClearBridge American Energy MLP Fund Inc. & ClearBridge Energy MLP Opportunity Fund Inc. Announce Board Approval of Proposed ...
29 Maio 2018 - 9:30AM
Business Wire
ClearBridge American Energy MLP Fund Inc. (NYSE: CBA) and
ClearBridge Energy MLP Opportunity Fund Inc. (NYSE: EMO) today
announced approval by each Fund’s Board of Directors of a proposal
to merge CBA with and into EMO, subject to approval by the
stockholders of each Fund. If the proposed merger is approved by
the stockholders of each Fund, (i) common stockholders of CBA would
receive common stock of EMO, based on each Fund’s respective net
asset value per share and (ii) holders of CBA’s mandatory
redeemable preferred stock (the “CBA MRPS”) would receive shares of
mandatory redeemable preferred stock of EMO in the same number and
with terms identical to their CBA MRPS. In lieu of issuing
fractional shares of common stock, EMO will pay cash to each former
common stockholder of CBA in an amount equal to the value of the
fractional shares of CBA common stock that the investor would
otherwise have received in the merger. If approved by stockholders,
the merger is anticipated to occur during the fourth quarter of
2018.
Management and each Fund’s Board of Directors believe it is in
the best interests of stockholders to merge CBA with and into EMO
in part because the combined Fund may benefit from economies of
scale, as one set of fixed expenses would be spread over a larger
asset base, as well as from the possibility of enhanced market
liquidity and improved market price trading relative to NAV. The
Merger will also result in a more streamlined product offering,
allowing for more focused marketing and stockholder servicing
efforts. Management and the Fund’s investment adviser do not
anticipate any material portfolio turnover as a result of the
proposed merger. The merger is expected to qualify as a tax-free
reorganization for federal income tax purposes.
EMO Name and Policy Change: EMO also today announced
approval by its Board of Directors of a change to its name from
“ClearBridge Energy MLP Opportunity Fund Inc.” to “ClearBridge
Energy Midstream Opportunity Fund Inc.” and, relatedly, an
amendment of EMO’s 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.
The name and investment policy change should allow additional
investment flexibility by including midstream C corporations in
EMO’s current 80% policy. Management does not anticipate any
material change in the portfolio construction in the near term
because of this policy change. EMO will implement the name and
investment policy changes concurrently with the merger, although
such changes are not required to be approved by stockholders and
will be implemented whether or not the merger is approved.
In connection with the proposal to merge CBA with and into EMO,
the Funds intend to file a combined proxy statement and prospectus
with the Securities and Exchange Commission
(“SEC”). Investors and stockholders are advised to read the
proxy statement and prospectus when it becomes available because it
will contain important information. When filed with the
SEC, the proxy statement and prospectus and other documents filed
by the Funds will be available free of charge at the SEC’s
website, http://www.sec.gov.
Stockholders can also obtain copies of these documents, when
available, for free by calling the Funds at 1-888-777-0102. Hard
copies of the Fund’s complete audited financial statements are
available free of charge upon request.
CBA and EMO, their directors and executive officers and
investment adviser, members of their management and employees may
be deemed to be participants in the solicitation of proxies from
the Funds’ stockholders in connection with the proposed merger.
Information concerning the interests of the participants in the
solicitation will be set forth in the proxy statement and
prospectus to be filed with the SEC and will be set forth in the
stockholder reports of the Funds on Form N-CSR to be filed with the
SEC.
Each Fund is a non-diversified closed-end management investment
company managed by Legg Mason Partners Fund Advisor, LLC, a wholly
owned subsidiary of Legg Mason, Inc., and sub-advised by
ClearBridge Investments, LLC.
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.
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For ClearBridge American Energy MLP Fund Inc. and ClearBridge
Energy MLP Opportunity Fund Inc.Shareholders:Fund Investor
Services, 1-888-777-0102
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