KBRA Places Ratings of Outstanding Debt Issued by Three Clearbridge Closed End Funds on Watch Developing

KBRA has placed the ratings of the Senior Notes and Mandatory Redeemable Preferred Shares ("MRPS") issued by three closed-end funds, (i) ClearBridge MLP and Midstream Fund Inc. (NYSE:CEM), (ii) ClearBridge Energy Midstream Opportunity Fund Inc. (NYSE: EMO) and (iii) ClearBridge MLP and Midstream Total Return Fund Inc. (NYSE: CTR), (the "Funds") on Watch Developing. The Watch Placements are driven by the expected merger of the three Funds as announced by ClearBridge Investments ("ClearBridge") and subsequently approved by the Funds’ shareholders.

The Funds are registered under the Investment Company Act of 1940 (the “'40 Act”) and are closed-end investment funds, advised by Franklin Templeton Fund Adviser, LLC (formerly, Legg Mason Partners Fund Advisor, LLC) and sub-advised by ClearBridge, both of which are wholly owned subsidiaries of Franklin Resources. CEM, EMO and CTR had their Initial Public Offerings in June 2010, June 2011 and June 2012, respectively. Under current investment guidelines, EMO invests at least 80% of its managed assets in energy midstream entities structured as both partnerships and corporations. Moreover, CEM and CTR invest at least 80% of their managed assets in energy master limited partnerships ("MLPs") and energy midstream entities.

The Watch Developing status on the Funds outstanding debt reflects uncertainty with respect to the ultimate asset and leverage profile of the combined Funds upon completion of the merger.

Senior Notes Ratings

Mandatory Redeemable Preferred Shares Ratings

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Methodologies