Filing Details

Accession Number:
0000009015-23-000015
Form Type:
13D Filing
Publication Date:
2023-07-24 20:00:00
Filed By:
Barings Llc
Company:
Clearbridge Mlp & Midstream Fund Inc. (NYSE:CEM)
Filing Date:
2023-07-25
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Massachusetts Mutual Life Insurance Company 0 66 0 66 66 12.72%
Barings 0 66 0 66 66 12.72%
Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* ClearBridge Energy Midstream Opportunity Fund Inc. (Name of Issuer) Mandatory Redeemable Preferred Shares (Title of Class of Securities) 18469P2@8 (CUSIP Number) Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 Attn: Philip Wellman (800) 767-1000 Barings LLC 300 South Tryon St., Suite 2500 Charlotte, NC 28202 Attn: Ashlee Steinnerd (704) 805-7200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 24, 2016 (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 240.13d-1(e),* 240.13d-1(f) or 240.13d-1(g), check the following box. *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 (the 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).

William T. Spitz Principal and Co-Founder of Diversified Trust Company 3102 West End Avenue, Suite 600 Nashville, TN 37203 During the five years prior to the date of this Amendment No. 1,* none of the Reporting Persons (nor to the knowledge of the Reporting Persons, any of the individuals named above) (i)* have been convicted in a criminal proceeding (excluding traffic* violations or similar misdemeanors) or (ii) were a party to a civil proceeding* of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, * decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or * finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration Item 3 of the Schedule 13D is replaced in its entirety with* the following: The Information set forth or incorporated by reference in Items* 4, 5, and 6 of this Amendment No. 1 is incorporated by reference into this Item 3. On March 26, 2015, MassMutual, through one or more advisory* accounts for which Barings serves as investment adviser, acquired 228 Series C MRPS in the ordinary course of business using* funds that came directly or indirectly from the working capital of MassMutual. Item 4. Purpose of Transaction Item 4 of the Schedule 13D is replaced in its entirety with* the following: The information set forth or incorporated by reference in* Items 5 and 6 of this Amendment No. 1 is incorporated by reference* into this Item 4. All of the MRPS reported herein were acquired for investment purposes.* The Reporting Persons may make additional purchases of the Issuer?s securities in private transactions or otherwise depending* on the Issuers business, prospects and financial condition, the market for the Issuers securities, general economic conditions,* money and stock market conditions and other future developments. The Reporting Persons do not at the present time have any plans* or proposals which would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. However, Barings,* as investment adviser to MassMutual, may in the normal course of its business acquire or dispose of securities of the Issuer.* The Reporting Persons retain the right to modify plans with* respect to the transactions described in this Schedule 13D, to vote, acquire or* dispose of securities of the Issuer and to formulate plans and* proposals which could result in the occurrence of any such events,* subject to applicable laws and regulations. Item 5. Interest in Securities of the Issuer Item 5 of the Schedule 13D is replaced in its entirety* with the following: (a) As of July25, 2023 each Reporting Person may each be deemed* to have beneficially owned in the aggregate the 66 shares of Series H MRPS, each with a liquidation value of $100,000/share,* referenced herein. The referenced securities are fixed rate preferred equity securities which the Reporting Persons are informed, represent,* in the aggregate, 12.72% of the Issuer?s outstanding MRPS based on voting power. Based on the Issuer?s Certified Shareholder* Report for the fiscal year ended November 30, 2022, as filed with the SEC on February 1, 2023, the Issuer had 567,018 shares of MRPS* outstanding with an aggregate liquidation value of $51,900,070, comprised of (1) 140 Series H MRPS with an aggregate liquidation* value of $14,000,000, (2) 30 Series I MRPS with an aggregate liquidation value of $3,000,000, (3) 70 Series J MRPS with an* aggregate liquidation value of $7,000,000, (4) 109 Series K MRPS with an aggregate liquidation value of $10,900,000 and (5) 566,669 Series* L MRPS with an aggregate liquidation value of $17,000,070. The holders of Series L MRPS have one vote per share and the holders* of Series H, Series I, Series J and Series K MRPS have one vote for every $30.00 of liquidation preference held. Holders of* MRPS vote together with the holders of common stock of the Issuer as a single class, except on matters affecting only the holders* of MRPS or the holders of common stock. (b) MassMutual has shared power with Barings to vote* and dispose of 66 shares of Series H MRPS for which it is deemed* to be the beneficial owner. Barings has shared power with MassMutual to vote* and dispose of 66 shares of Series H MRPS for which it is deemed to be the beneficial owner. (c) On March 26, 2015 the Reporting Persons purchased 228 Series* C MRPS from the Issuer in the ordinary course of business. On February 24, 2016, the Issuer redeemed 285 shares of Series* C MRPS at 102% of liquidation value plus any accumulated unpaid dividends, including 153 shares of Series C MRPS beneficially owned* by the Reporting Persons (collectively, the ?Series C MRPS Partial Redemption?). Immediately following the completion of the Series* C MRPS Partial Redemption, the Reporting Persons may each have been deemed to beneficially own 75 shares of Series C MRPS* in aggregate. On December 31, 2020, MassMutual transferred 9 shares of Series C MRPS* to Great-West Life & Annuity Insurance Company in exchange for $106,900.10 per share in cash, immediately following which* the Reporting Persons may each have been deemed to beneficially own 66 shares of Series C MRPS in aggregate. On November 17, 2022, the Issuer effectuated an exchange of all* outstanding Series C MRPS for Series H MRPS (the Series C/Series H MRPS Exchange). Immediately following the completion of* the Series C/Series H MRPS Exchange, the Reporting Persons may each have been deemed to beneficially own 66 shares* of Series H MRPS in aggregate. Other than as disclosed in this Item 5, neither the Reporting* Persons nor the individuals listed in Item 2 of this Schedule 13D have effected any transactions in the MRPS since March 26, 2015. (d) To the best knowledge of the Reporting Persons, no one other than* the Reporting Persons, or the officers, directors, partners, members, affiliates or shareholders of the Reporting Persons,* has the right to receive or the power to direct the receipt of dividends* from, or the proceeds from the sale of, the MRPS reported herein as* beneficially owned by the Reporting Persons. (e) Not Applicable. Item 6. Contracts, Arrangements, Understandings or Relations with Respect* to Securities of the Issuer Item 6 of the Schedule 13D is replaced in its entirety with the following: The information provided or incorporated by reference in Items 3 and 4 is* hereby incorporated by reference herein. Barings, in its capacity as investment adviser, holds in certain advisory* accounts owned (directly or indirectly) or controlled by MassMutual, certain senior secured notes of the Issuer. Item 7. Material to Be Filed as Exhibits Exhibit 1 Joint Filing Agreement dated July 25, 2023 among the* Reporting PersonsSignature After reasonable inquiry and to the best of my knowledge and belief,* I certify that the information set forth in this statement is true, complete and correct. MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: /s/ Philip Wellman Name: Philip Wellman Title: Head of Mutual Funds & RIA Compliance BARINGS LLC By: /s/ Melissa LaGrant Name: Melissa LaGrant Title: Managing Director Dated: July 25, 2023 EXHIBIT 1 JOINT FILING AGREEMENT Pursuant to Rule 13(d)-1(k)(1) promulgated under the Securities* Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing* statement on Schedule 13D is filed on behalf of the undersigned and that all subsequent amendments to this* statement on Schedule 13D shall be filed on behalf of the undersigned without the necessity of filing additional * joint acquisition statements. Each of the undersigned acknowledges that it shall be responsible for the timely* filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein,* but shall not be responsible for the completeness and accuracy of the information concerning the other, except * to the extent that he or it knows or has reason to believe that such information is inaccurate. This agreement may * be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY Date: July 25, 2023 /s/ Philip Wellman Signature Philip Wellman Head of Mutual Funds & RIA Compliance Name/TitleBARINGS LLC Date: July 25, 2023 /s/ Melissa LaGrant Signature Melissa LaGrant Managing Director Name/Title