UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
ClearBridge Energy Midstream Opportunity Fund Inc
(Name of Issuer)
Common Shares, $0.001 par value
(Title of Class of Securities)
18469P209
(CUSIP Number)
Saba Capital Management, L.P.
405 Lexington Avenue
58th Floor
New York, NY 10174
Attention: Michael D'Angelo
(212) 542-4635
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 30, 2023
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [X]
(Page 1 of 8 Pages)
______________________________
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 18469P209 | SCHEDULE 13D/A | Page 2 of 8 Pages |
1 |
NAME OF REPORTING PERSON Saba Capital Management, L.P. |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ (b) ☐ |
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3 |
SEC USE ONLY |
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4 |
SOURCE OF FUNDS OO (see Item 3) |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or |
☐ |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
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NUMBER OF |
7 |
SOLE VOTING POWER -0- |
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8 |
SHARED VOTING POWER 2,227,584 |
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9 |
SOLE DISPOSITIVE POWER -0- |
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10 |
SHARED DISPOSITIVE POWER 2,227,584 |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 2,227,584 |
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12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.24% |
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14 |
TYPE OF REPORTING PERSON PN; IA |
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The percentages used herein are calculated based upon 12,917,291 shares of common stock outstanding as of 11/30/22, as disclosed in the company's N-CSR filed 2/1/23
CUSIP No. 18469P209 | SCHEDULE 13D/A | Page 3 of 8 Pages |
1 |
NAME OF REPORTING PERSON Boaz R. Weinstein |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ (b) ☐ |
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3 |
SEC USE ONLY |
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4 |
SOURCE OF FUNDS OO (see Item 3) |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or |
☐ |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States |
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NUMBER OF |
7 |
SOLE VOTING POWER -0- |
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8 |
SHARED VOTING POWER 2,227,584 |
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9 |
SOLE DISPOSITIVE POWER -0- |
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10 |
SHARED DISPOSITIVE POWER 2,227,584 |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 2,227,584 |
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12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.24% |
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14 |
TYPE OF REPORTING PERSON IN |
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The percentages used herein are calculated based upon 12,917,291 shares of common stock outstanding as of 11/30/22, as disclosed in the company's N-CSR filed 2/1/23
CUSIP No. 18469P209 | SCHEDULE 13D/A | Page 4 of 8 Pages |
1 |
NAME OF REPORTING PERSON Saba Capital Management GP, LLC |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ (b) ☐ |
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3 |
SEC USE ONLY |
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4 |
SOURCE OF FUNDS OO (see Item 3) |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or |
☐ |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
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NUMBER OF |
7 |
SOLE VOTING POWER -0- |
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8 |
SHARED VOTING POWER 2,227,584 |
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9 |
SOLE DISPOSITIVE POWER -0- |
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10 |
SHARED DISPOSITIVE POWER 2,227,584 |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 2,227,584 |
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12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.24% |
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14 |
TYPE OF REPORTING PERSON OO |
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The percentages used herein are calculated based upon 12,917,291 shares of common stock outstanding as of 11/30/22, as disclosed in the company's N-CSR filed 2/1/23
CUSIP No. 18469P209 | SCHEDULE 13D/A | Page 5 of 8 Pages |
Item 1. |
SECURITY AND ISSUER |
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This Amendment No. 7 amends and supplements the statement on Schedule 13D filed with the SEC on 9/26/22, as amended by Amendment No. 1 filed 10/14/22, Amendment No. 2 filed 10/26/22, Amendment No. 3 filed 11/9/22, Amendment No. 4 filed 12/14/22,Amendment No. 5 filed 1/30/23 and Amendment No. 6 filed 5/23/23; with respect to the common shares of ClearBridge Energy Midstream Opportunity Fund Inc. This Amendment No. 7 amends Items 3, 4, 5 and 7, as set forth below. |
Item 3. |
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
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Funds for the purchase of the Common Shares were derived from the subscription proceeds from investors and the capital appreciation thereon and margin account borrowings made in the ordinary course of business. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account, which may exist from time to time. Since other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Common Shares reported herein. A total of approximately $65,284,491was paid to acquire the Common Shares reported herein. |
Item 4. |
PURPOSE OF TRANSACTION |
Item 4 is hereby amended and supplemented as follows: On May 30, 2023, Saba Capital, on behalf of Saba Capital Master Fund, Ltd., sent a letter to the Issuer containing a shareholder proposal under Rule 14a-8, for presentation to the Issuer's shareholders at the Issuer's 2024 annual meeting of shareholders, to terminate the management agreement, and all other advisory and management agreements between the Issuer and Legg Mason Partners Fund Advisor, LLC (such letter, the "Management Agreement Termination Proposal Letter"). The foregoing summary of the Management Agreement Termination Proposal Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Management Agreement Termination Proposal Letter, a copy of which is attached as Exhibit 2 and is incorporated by reference herein. |
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Item 5. |
INTEREST IN SECURITIES OF THE ISSUER |
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(a) |
See rows (11) and (13) of the cover pages to this Schedule 13D/A for the aggregate number of Common Shares and percentages of the Common Shares beneficially owned by each of the Reporting Persons. The percentages used herein are calculated based upon 12,917,291 shares of common stock outstanding as of 11/30/22, as disclosed in the company's N-CSR filed 2/1/23 |
CUSIP No. 18469P209 | SCHEDULE 13D/A | Page 6 of 8 Pages |
(b) |
See rows (7) through (10) of the cover pages to this Schedule 13D/A for the number of Common Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. |
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(c) |
The transactions in the Common Shares effected within the past sixty days by the Reporting Persons, which were all in the open market, are set forth in Schedule A, and are incorporated herein by reference. |
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(d) |
The funds and accounts advised by Saba Capital have the right to receive the dividends from and proceeds of sales from the Common Shares. |
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(e) |
Not applicable. |
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Item 7. |
MATERIAL TO BE FILED AS EXHIBITS |
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Exhibit 2: | Management Agreement Termination Proposal Letter. |
CUSIP No. 18469P209 | SCHEDULE 13D/A | Page 7 of 8 Pages |
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: June 1, 2023
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SABA CAPITAL MANAGEMENT, L.P. By: /s/ Michael D'Angelo |
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Name: Michael D'Angelo Title: Chief Compliance Officer |
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SABA CAPITAL MANAGEMENT GP, LLC By: /s/ Michael D'Angelo Name: Michael D'Angelo Title: Authorized Signatory |
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BOAZ R. WEINSTEIN By: /s/ Michael D'Angelo |
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Name: Michael D'Angelo |
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Title: Attorney-in-fact* |
* Pursuant to a power of attorney dated as of November 16, 2015, which is incorporated herein by reference to Exhibit 2 to the Schedule 13G filed by the Reporting Persons on December 28, 2015, accession number: 0001062993-15-006823 |
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CUSIP No. 18469P209 | SCHEDULE 13D/A | Page 8 of 8 Pages |
Schedule A
This Schedule sets forth information with respect to each purchase and sale of Common Shares which were effectuated by Saba Capital during the past sixty days. All transactions were effectuated in the open market through a broker.
Order Date |
Buy/Sell |
Shares |
Price |
5/16/2023 |
Buy |
26,976 |
27.78 |
5/17/2023 |
Buy |
25,203 |
28.02 |
5/18/2023 |
Buy |
31,955 |
28.44 |
5/19/2023 |
Buy |
35,807 |
28.92 |
5/23/2023 |
Buy |
2,671 |
28.34 |
5/24/2023 |
Buy |
17,536 |
28.13 |
5/25/2023 |
Buy |
4,514 |
27.73 |
5/26/2023 |
Buy |
8,173 |
27.79 |
5/30/2023 |
Buy |
1,756 |
27.58 |
EXHIBIT 2
MANAGEMENT AGREEMENT TERMINATION PROPOSAL LETTER
May 30, 2023
Via Electronic Mail
George P. Hoyt
Secretary and Chief Legal Officer
c/o Franklin Templeton
100 First Stamford Place, 6th Floor
Stamford, CT 06902
Re: ClearBridge Energy Midstream Opportunity Fund Inc. (the "Fund")
Dear Mr. Hoyt,
Saba Capital Management, L.P. (the "Proponent" or "Saba") is the investment adviser to Saba Capital Master Fund, Ltd., the owner of 384,952 shares of common stock, par value $0.001 per share of the Fund (the "Common Shares"), which has held continuously for more than one year shares representing a market value of $25,000 or more prior to and including the date hereof.
In accordance with Rule 14a-8 promulgated under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), the Proponent submits the following proposal for presentation to the Fund's stockholders at the Fund's 2024 annual meeting of stockholders, including any postponement or adjournment or special meeting held in lieu thereof (the "Meeting").
The Proponent's proposal pursuant to Rule 14a-8 of the Exchange Act (the "Proposal") is as follows:
PROPOSAL
RESOLVED, that the management agreement between ClearBridge Energy Midstream Opportunity Fund Inc. (the "Fund") and Legg Mason Partners Fund Advisor, LLC (the "Manager"), approved by shareholders of the Fund on June 8, 2011, as amended or novated (the "Management Agreement"), and all other advisory and management agreements between the Fund and the Manager shall be terminated by the Fund, pursuant to the right of stockholders as embodied in Section 12 of the Management Agreement and Section 15(a)(3) of the Investment Company Act of 1940 (the "1940 Act"), such termination to be effective no more than sixty days following the date hereof.
SUPPORTING STATEMENT
Saba believes the Fund's shareholders should terminate the Management Agreement, due, in part, to the fact that the Fund trades at a discount to net asset value, which, as of May 25, 2023, was approximately -15%.
Under Section 12 of the Management Agreement and the 1940 Act, the Management Agreement is terminable at any time by the Fund upon authorization by a vote of "a majority of the outstanding voting securities of the Fund." For these purposes, and under the 1940 Act, the vote of a "majority of the outstanding voting securities of the Fund" at the Fund's 2024 annual shareholders meeting means the affirmative vote of the lesser of: (i) 67% or more of shares of the voting securities present at such meeting, if the holders of more than 50% of the outstanding shares of voting securities are present or represented by proxy, or (ii) more than 50% of the outstanding shares of voting securities.
The 1940 Act provides a temporary exemption to the approval requirements of an investment advisory agreement, if a prior advisory contract is terminated, which allows the Board of Directors (the "Board") (including a majority of the independent directors) to approve an interim investment advisory contract. Such an interim contract must be approved within ten business days after the effective date of the termination of the prior advisory contract, with the compensation received under the interim contract to be no greater than the compensation the adviser would have received under the previous contract. The Board would then have 150 days to obtain shareholder approval for that new investment advisory contract at a subsequent shareholder meeting (subject to a separate proxy solicitation). Although the failure to approve a new investment advisory agreement could potentially require the Fund to become internally managed, Saba believes a reasonable process to select a new manager would identify numerous suitable advisers willing to advise the Fund on attractive terms.
Saba believes the Fund should terminate the Management Agreement because the Manager's long-term performance has lagged for many years and thus there is great potential long-term benefit to replacing the Manager. For these reasons, we recommend voting "FOR" this proposal.
END OF PROPOSAL
Saba hereby represents that Saba has continuously and beneficially owned Common Shares with a market value of not less than $25,000 for at least one year prior to the date of the submission of Proposal, and intends to continue to hold the requisite number of Common Shares through the date of the Meeting. A letter from Saba's broker confirming the above ownership will be submitted under separate cover.
In accordance with Rule 14a-8(b)(1)(iii) of the Exchange Act, the Proponent represents that its representatives are able to meet with the Fund via teleconference no less than 10 calendar days, nor more than 30 calendar days, after submission of the Proposal. The Proponent will assume that the regular business hours of the Fund's principal executive offices, which are located in New York, are between 9:00 a.m. and 5:30 p.m. EDT, unless otherwise notified by the Fund. To that end, certain representatives of the Proponent are available to discuss the Proposal during the following business days and at the following times by teleconference:
The Proponent's contact information is as follows:
c/o Saba Capital Management, L.P.
405 Lexington Avenue, 58th Floor
New York, New York 10174
Attn: Michael D'Angelo
Email: Michael.Dangelo@sabacapital.com
In addition, Saba would appreciate that copies of all written notices and other written or electronic communications (which shall not constitute notice) be sent to:
Schulte Roth & Zabel LLP
919 Third Avenue, Suite 2300
New York, New York 10022
Attn: Eleazer Klein
Email: Eleazer.Klein@srz.com
Please notify us as soon as possible if you would like any further information or if you believe this notice is deficient in any way or if additional information is required so that the Proponent may promptly provide it to you in order to cure any deficiency.
Thank you for your time and consideration.
Sincerely, | ||
By: |
Saba Capital Management, L.P.
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Name: Michael D'Angelo Title: Chief Operating Officer and General Counsel |
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cc: The Board of Directors of the Fund