Additional Proxy Soliciting Materials (definitive) (defa14a)
March 17 2023 - 4:31PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the
Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 |
CLEARBRIDGE ENERGY MIDSTREAM OPPORTUNITY FUND INC.
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
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Fee paid previously with preliminary materials |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
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Dear Stockholder:
The ClearBridge Energy Midstream Opportunity Fund Inc. (the Fund or EMO) Board of Directors (the Board) has a long track
record of working with the Funds management team to deliver strong returns and increase distributions for stockholders. Ahead of the EMO Annual Meeting of Stockholders on April 14, 2023 (the Annual Meeting), you have the
opportunity to support the Board that is taking actions to enhance value for you.
The Board unanimously recommends you vote FOR the
election of the Funds Board Nominee on the enclosed WHITE proxy card to ensure the Board can continue to build on its track record of advancing your interests.
You may receive materials from Saba Capital Management, L.P. (Saba Capital) asking you to vote on a gold card or voting instruction form. Saba
Capital is a dissident hedge fund with a history of running self-interested campaigns that derail a funds ability to enhance value for long-term stockholders.
We urge you NOT to return any gold proxy card that you receive, as that vote will not count as a vote in support of the Funds Board Nominee. If you vote
your shares more than once, only your latest-dated proxy card counts.
You may have questions about what is at stake with this election. In this
letter, we address some of the topics that we hope will demonstrate why your vote is so necessary and why you should support the Board.
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Why is it important that I vote FOR the Funds Board Nominee? |
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The Board has a strong track record of taking decisive actions to enhance value and increase distributions. As a result of these actions, the
Fund has delivered returns that significantly outpaced peer funds over the last two years.
Voting FOR the Funds Board Nominee will ensure that the Board can work with the Funds manager to continue to enhance the value
of your investment. |
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What have the Board and management team done to improve Fund performance and enhance returns for me? |
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Under the Boards oversight, the Funds sub-adviser has implemented a disciplined investment approach focused on investing in companies that meet three criteria: |
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Companies with free cash flow, as they have a tendency to outperform the market and are
well-positioned to deliver accelerating distribution growth and share repurchases; |
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Companies poised to benefit from the recovery in U.S. oil production
following the pandemic; and |
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Companies with growing exposure to exports of U.S. crude oil, natural
gas and natural gas liquids. |
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This investment approach has led to significant outperformance over the last several years. It has also allowed the Board to build on its track record of growing your distributions in fact, the Board has increased your
distributions by 28.3% over the last five quarters. |
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What has the Board done to decrease the discount between the Funds share price and its net asset value (NAV)? |
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Over the last several years, the Board has taken decisive action, including: |
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Repurchasing more than $26 million of shares since the commencement of the stock
repurchase program, which has resulted in an over $6 million increase to the Funds total net assets that can be invested for the benefit of stockholders; |
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Increasing the Funds dividend each of the last five quarters;
and |
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Implementing a fee waiver of 5 basis points (0.05%), lowering the
Funds management fee well below its peer group average. |
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What happens if Saba Capitals nominee is elected? |
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Saba Capital has a history of engaging in activist campaigns with closed-ends funds to force a liquidity event. This playbook allows the hedge fund to exit with short-term gains for itself to the potential detriment of long-term
stockholders. |
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In this case, Saba Capital has disclosed that its nominee would, if elected, propose a liquidity event that could necessitate dramatic negative changes in the Funds investment approach and could create considerable negative
tax implications, which may result in reduced distributions to common stockholders like you. |
Saba Capital is following its standard playbook to squeeze out short-term gains to the potential detriment of our long-term
stockholders. The Board is committed to defending the Fund against this attack and protecting the long-term value of your investment.
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