0001062993-23-012562.txt : 20230601 0001062993-23-012562.hdr.sgml : 20230601 20230601115208 ACCESSION NUMBER: 0001062993-23-012562 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20230601 DATE AS OF CHANGE: 20230601 GROUP MEMBERS: BOAZ R. WEINSTEIN GROUP MEMBERS: SABA CAPITAL MANAGEMENT GP, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ClearBridge MLP & Midstream Fund Inc. CENTRAL INDEX KEY: 0001488775 IRS NUMBER: 272282398 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87303 FILM NUMBER: 23983623 BUSINESS ADDRESS: STREET 1: 620 EIGHTH AVENUE STREET 2: 47TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: (888) 777-0102 MAIL ADDRESS: STREET 1: 620 EIGHTH AVENUE STREET 2: 47TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 FORMER COMPANY: FORMER CONFORMED NAME: ClearBridge Energy MLP Fund Inc. DATE OF NAME CHANGE: 20100407 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Saba Capital Management, L.P. CENTRAL INDEX KEY: 0001510281 IRS NUMBER: 800361690 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 405 LEXINGTON AVENUE STREET 2: 58TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10174 BUSINESS PHONE: 212-542-4635 MAIL ADDRESS: STREET 1: 405 LEXINGTON AVENUE STREET 2: 58TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10174 SC 13D/A 1 formsc13da.htm FORM SC 13D/A Saba Capital Management, L.P.: Form SC 13D/A - Filed by newsfilecorp.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

ClearBridge MLP and Midstream Fund Inc

(Name of Issuer)

Common Shares, $0.001 par value

(Title of Class of Securities)

184692200

(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. [ ]

(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.  184692200 SCHEDULE 13D/A Page 2 of 8 Pages

1

NAME OF REPORTING PERSON

Saba Capital Management, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

OO (see Item 3)

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:

7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

1,272,386

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

1,272,386

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,272,386

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.46%

14

TYPE OF REPORTING PERSON

PN; IA

         

The percentages used herein are calculated based upon 13,455,195 shares of common stock outstanding as of 11/30/22, as disclosed in the company's N-CSR filed 2/01/23


CUSIP No.  184692200 SCHEDULE 13D/A Page 3 of 8 Pages

1

NAME OF REPORTING PERSON

Boaz R. Weinstein

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

OO (see Item 3)

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:

7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

1,272,386

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

1,272,386

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,272,386

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.46%

14

TYPE OF REPORTING PERSON

IN

         

The percentages used herein are calculated based upon 13,455,195 shares of common stock outstanding as of 11/30/22, as disclosed in the company's N-CSR filed 2/01/23


CUSIP No.  184692200 SCHEDULE 13D/A Page 4 of 8 Pages

1

NAME OF REPORTING PERSON

Saba Capital Management GP, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

OO (see Item 3)

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:

7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

1,272,386

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

1,272,386

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,272,386

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.46%

14

TYPE OF REPORTING PERSON

OO

         

The percentages used herein are calculated based upon 13,455,195 shares of common stock outstanding as of 11/30/22, as disclosed in the company's N-CSR filed 2/01/23


CUSIP No.  184692200 SCHEDULE 13D/A Page 5 of 8 Pages

Item 1.

SECURITY AND ISSUER

   
  This Amendment No. 6 amends and supplements the statement on Schedule 13D filed with the SEC on 10/7/22, as amended by Amendment No. 1 filed 10/26/22, Amendment No. 2 filed 11/22/22, Amendment No. 3 filed 1/25/23, Amendment No. 4 filed 2/23/23 and Amendment No. 5 filed 2/28/23; with respect to the common shares of ClearBridge MLP and Midstream Fund Inc. This Amendment No. 6 amends Items 3, 4, 5, and 7 as set forth below.

Item 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

   

 

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 $42,180,194 was 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.  


Item 5.

INTEREST IN SECURITIES OF THE ISSUER

 

 

(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 13,455,195 shares of common stock outstanding as of 11/30/22, as disclosed in the company's N-CSR filed 2/01/23



CUSIP No.  184692200 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.

 

 

(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.

 

 

(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.

 

 

(e)

Not applicable.

   
Item 7. MATERIAL TO BE FILED AS EXHIBITS
   
Exhibit 2: Management Agreement Termination Proposal Letter.


CUSIP No.  184692200 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

 

SABA CAPITAL MANAGEMENT, L.P. 

By:  /s/ Michael D'Angelo

 

Name: Michael D'Angelo

Title: Chief Compliance Officer

 

 

 

 

 

SABA CAPITAL MANAGEMENT GP, LLC 

By:  /s/ Michael D'Angelo

Name: Michael D'Angelo

Title: Authorized Signatory

 

 

 

 

 

BOAZ R. WEINSTEIN 

By:  /s/ Michael D'Angelo

 

Name: Michael D'Angelo

 

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 

 



CUSIP No.  184692200 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

5/15/2023

Buy

        20,708

        32.93

5/17/2023

Buy

        4,252

        32.81

5/18/2023

Buy

        20,089

        33.20

5/19/2023

Buy

        27,960

        33.79



EX-2 2 exhibit2.htm EXHIBIT 2 Saba Capital Management, L.P.: Exhibit 2 - Filed by newsfilecorp.com

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 MLP and Midstream 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 400,980 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 MLP and Midstream Fund Inc. (the "Fund") and Legg Mason Partners Fund Advisor, LLC (the "Manager"), approved by shareholders of the Fund on June 23, 2010, 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 -17%.

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:


  • June 13, 2023, 10am-4pm;
  • June 14, 2023, 10am-4pm; and
  • June 20, 2023, 10am-4pm.

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.

   

 

 

Name: Michael D'Angelo

Title: Chief Operating Officer and General Counsel

     

cc: The Board of Directors of the Fund


GRAPHIC 3 exhibit2xu001.jpg GRAPHIC begin 644 exhibit2xu001.jpg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end