UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 17, 2018
ClearBridge Energy MLP Fund Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 811-22405 | 27-2282398 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) | ||
| 620 Eighth Avenue, New York, NY |
10018 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(888) 777-0102
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01 | Other Events. |
On August 17, 2018, ClearBridge Energy MLP Fund Inc. (the “Fund”) issued a press release announcing changes to its name and non-fundamental investment policy effective on or about October 22, 2018.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Description | |
| 99.1 | Press Release of the Fund dated August 17, 2018. | |
EXHIBIT INDEX
The following exhibits are filed herewith:
| Exhibit |
Exhibit Description | |
| 99.1 | Press Release of the Fund dated August 17, 2018 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Fund has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: August 17, 2018 | ClearBridge Energy MLP Fund Inc. | |||
| /s/ George P. Hoyt | ||||
| Name: George P. Hoyt | ||||
| Title: Assistant Secretary | ||||
[Signature Page to Form 8-K]
Exhibit 99.1
ClearBridge Energy MLP Fund Inc.
Announces Name Change and Amended Investment Policy
NEW YORK – (Business Wire) – August 17, 2018—ClearBridge Energy MLP Fund Inc. (the “Fund”) (NYSE: CEM) announced today that the Board of Directors of the Fund has approved a change to the Fund’s name. Effective on or about October 22, 2018, the Fund’s name will be ClearBridge MLP and Midstream Fund Inc. The Fund’s shares of common stock will continue to trade under its existing New York Stock Exchange symbol “CEM”. The Fund’s CUSIP, 184692101, will not change.
In addition, also effective on or about October 22, 2018, under normal market conditions the Fund will invest at least 80% of its managed assets in energy master limited partnerships (“MLPs”) and energy midstream entities. Currently, the Fund’s investment policy provides that at least 80% of its managed assets be invested in energy MLPs. The name change and investment policy amendment should allow additional investment flexibility by permitting greater investments in midstream entities organized as C corporations. Management does not anticipate any material change in the portfolio construction in the near term because of these changes.
For as long as “MLP” and “Midstream” are in the name of the Fund, the Fund will invest at least 80% of its managed assets in energy MLPs and energy midstream entities. The Fund may not change its policy to invest at least 80% of its managed assets in energy MLPs and energy midstream entities unless it provides stockholders with at least 60 days’ written notice of such change.
For purposes of the 80% policy, the Fund considers investments in midstream entities as direct or indirect investments in those entities that provide midstream services including the gathering, transporting, processing, fractionation, storing, refining, and distribution of oil, natural gas liquids, natural gas and refined petroleum products. For purposes of the 80% policy, the Fund considers investments in MLPs to include investments that offer economic exposure to public and private MLPs in the form of equity securities of MLPs, securities of entities holding primarily general partner or managing member interests in MLPs, securities that are derivatives of interests in MLPs (including I-Shares), exchange-traded funds that primarily hold MLP interests and debt securities of MLPs. The Fund considers an entity to be within the energy sector if it derives at least 50% of its revenues from the business of exploring, developing, producing, gathering, fractionating, transporting, processing, storing, refining, distributing, mining or marketing natural gas, natural gas liquids (including propane), crude oil, refined petroleum products or coal. The Fund may also invest up to 20% of its managed assets in other securities that are not MLPs or midstream entities.
The Fund is a non-diversified closed-end investment management company managed by Legg Mason Partners Fund Advisor, LLC, a wholly-owned subsidiary of Legg Mason, Inc. (“Legg Mason”), and sub-advised by ClearBridge Investments, LLC.
An investment in the Fund involves risk, including loss of principal. Investments in energy MLPs and energy midstream entities are subject to unique risks. The Fund’s concentration of investments in energy MLPs and energy midstream entities subject it to the risks of MLPs, midstream entities and the energy sector, including the risks of declines in energy and commodity prices, decreases in energy demand, adverse weather conditions, natural or other disasters, changes in government regulation, and changes in tax laws.
Data and commentary provided in this press release are for informational purposes only. Legg Mason and its affiliates do not engage in selling shares of the Fund.
Shareholder Contact: Fund Investor Services at 1-888-777-0102