NEW YORK, September 09, 2024--(BUSINESS WIRE)--ClearBridge Energy Midstream Opportunity Fund Inc. (NYSE: EMO) today announced the completion of the mergers of ClearBridge MLP and Midstream Fund Inc. (NYSE: CEM) and ClearBridge MLP and Midstream Total Return Fund Inc. (NYSE: CTR) and together with EMO, the "Funds" or each, a "Fund") with and into EMO (the "Mergers"). Effective before markets open on Monday, September 9, 2024, CEM and CTR stockholders became EMO stockholders.

Each share of common stock of CEM and CTR, par value $0.001 per share, converted into an equivalent dollar amount (to the nearest $0.001) of full shares of common stock of EMO, based on the net asset value of each Fund on the business day preceding the Mergers. EMO will not issue fractional shares to CEM and CTR stockholders. In lieu of issuing fractional shares, EMO will pay cash to each former holder of CEM and CTR common stock in an amount equal to the net asset value of the fractional shares of EMO common stock that the investor would otherwise have received in the Mergers. The conversion price was based on each Fund’s net asset value (NAV) per share calculated at the close of business on Friday, September 6, 2024.

NAV, as of 9/6/24 market close

The conversion ratio was calculated at 1.112539 common shares of EMO for each CEM common share. EMO did not issue any fractional common shares to CEM stockholders. In lieu thereof, EMO purchased all fractional shares at the then current NAV and remitted the cash proceeds to former CEM stockholders in proportion to their fractional shares.

The conversion ratio was calculated at 1.006926 common shares of EMO for each CTR common share. EMO did not issue any fractional common shares to CTR stockholders. In lieu thereof, EMO purchased all fractional shares at the then current NAV and remitted the cash proceeds to former CTR stockholders in proportion to their fractional shares.

EMO’s post-Merger net assets totaled $849,413,976, and its NAV per common share was $46.6960 based on approximately 18,190,295 shares outstanding, as of the close of business on September 6, 2024.

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. No fractional MRPS will be issued to CEM and CTR holders as a result of the Mergers. EMO will round up to the next whole share instead of issuing fractional shares of MRPS.