Simpson Thacher represented ClearBridge Energy MLP Fund Inc. (the “Fund”) in connection with its initial public offering of common stock. The offering will raise approximately $1.27 billion, assuming full exercise of the underwriters’ overallotment option. The offering is the largest for a closed-end fund in the past three years and the largest NYSE in 2010. The Fund is a newly organized, non-diversified, closed-end management investment company which trades on the New York Stock Exchange under the symbol “CEM”. The underwriting syndicate for the offering was led by Citigroup Global Markets Inc., Morgan Stanley & Co. Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Ameriprise Financial Services, Inc.
The Fund’s primary investment objective is to provide a high level of total return with an emphasis on cash distributions. The Fund seeks to achieve its objective by investing primarily in master limited partnerships (“MLPs”) in the energy sector.
Legg Mason Partners Fund Advisor, LLC is the Fund’s investment manager. The Fund’s subadviser is ClearBridge Advisors, LLC, a subsidiary of Legg Mason, Inc.
The Simpson Thacher team for the transaction included: Sarah Cogan, Celine Hwang, Rafael Vasquez, Jeemin Chung, Daeyna Grant and Shannon McGovern (Capital Markets); Marcy Geller, Jonathan Cantor and Rian Balfour (Tax); and Michael Isby (Environmental). Paralegals Matthew Glasser and Natalie Kone provided valuable assistance.