Simpson Thacher represented each of ClearBridge Energy Midstream Opportunity Fund Inc. (NYSE: EMO), ClearBridge MLP and Midstream Fund Inc. (NYSE: CEM) and ClearBridge MLP and Midstream Total Return Fund Inc. (NYSE: CTR) in mergers of CEM and CTR with and into EMO. As a result of the mergers, each share of common stock of CEM and CTR converted into an equivalent dollar amount (to the nearest $0.001) of full shares of common stock of EMO based on each Fund’s net asset value per share calculated at the close of business on Friday, September 6, 2024. In addition, EMO issued and delivered to each of the CEM and CTR’s Mandatory Redeemable Preferred Stock (“MRPS”) holders newly issued shares of EMO’s MRPS with the same aggregate liquidation preference (of $35 per share) and terms as their MRPS that were issued and outstanding immediately before the date of the mergers. EMO also amended its MRPS that are outstanding to align the voting rights of all of EMO’s outstanding preferred stock so that each preferred stockholder will have one vote for every $35 of liquidation preference following the mergers.
Franklin Templeton Fund Adviser, LLC (“FTFA”) is investment manager to each Fund and ClearBridge Investments, LLC (“ClearBridge”) is each Fund’s subadviser. FTFA and ClearBridge are indirect, wholly-owned subsidiaries of Franklin Resources, Inc. (“Franklin Resources”). Franklin Resources is a global investment management organization operating as Franklin Templeton.
The Simpson Thacher team for the transaction included David Blass, Ryan Brizek, John Fitzgerald, Andy Madore, Mary Richardson, Yiran Wang and Nathan Gonzalez (Registered Funds); Benjamin Rippeon, Jonathan Cantor and Michael Slomovics (Tax); and Patrick Ryan, Dennis Durkin, Abdul Fasinro, Roey Vardi and Rigo Young (Credit).