NEW YORK, June 21, 2024--(BUSINESS WIRE)--ClearBridge MLP and Midstream Total Return Fund Inc. (NYSE: CTR) (the "Fund") announced today the expiration and preliminary results for its issuer tender offer for up to 50% of the outstanding shares of common stock ("Shares") of the Fund (the "Tender Offer"). The Tender Offer expired on Thursday, June 20, 2024 at 5:00 p.m., New York City time.

Based on current information, approximately 3,774,769 Shares were duly tendered and not withdrawn. Because the number of Shares tendered exceeds 3,443,416 Shares, the Tender Offer has been oversubscribed. Therefore, in accordance with the terms and conditions specified in the Offer to Purchase, the Fund will purchase Shares from all tendering stockholders on a pro rata basis, disregarding fractions. The purchase price and final number of Shares validly tendered and accepted pursuant to the Tender Offer will be announced at a later date. The Fund expects to make cash payments for tendered and accepted Shares at a purchase price equal to 100% of the per Share net asset value as of the close of the regular trading session of the New York Stock Exchange on June 20, 2024.

Payment for such Shares will be made on or about June 25, 2024. Shares that were not tendered will remain outstanding.

Any questions about the Tender Offer can be directed to Georgeson LLC, the information agent for the Tender Offer, toll free at (866) 920-4920.

As previously announced on January 26, 2024, the Fund’s Board of Directors approved a proposal to merge (i) the Fund with and into ClearBridge Energy Midstream Opportunity Fund Inc. (NYSE: EMO), and (ii) ClearBridge MLP and Midstream Fund Inc. (NYSE: CEM) with and into EMO (each, a "Merger"), subject to approval by stockholders of each of CEM, CTR and EMO. On May 20, 2024, EMO, CEM and CTR announced stockholder approval of each Merger. It is currently anticipated that each Merger will be effective before markets open on Monday, August 19, 2024, subject to all regulatory requirements and customary closing conditions being satisfied.

About the Fund

The Fund is a non-diversified, closed-end management investment company that is managed by Franklin Templeton Fund Adviser, LLC (formerly known as Legg Mason Partners Fund Advisor, LLC) ("FTFA"), and subadvised by ClearBridge Investments, LLC ("ClearBridge"). FTFA and ClearBridge are both indirect wholly-owned subsidiaries of Franklin Resources, Inc., a global investment management organization operating as Franklin Templeton.