Simpson Thacher Represents Issuer in $700 Million Initial Public Offering by ClearBridge Energy MLP Total Return Fund Inc.

Simpson Thacher represented ClearBridge Energy MLP Total Return Fund Inc. (the “Fund”) in connection with its $700 million initial public offering of common stock. The Fund is a newly organized, non-diversified, closed-end management investment company which trades on the New York Stock Exchange under the symbol “CTR”. The underwriting syndicate for the offering was led by Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities LLC and Ameriprise Financial Services, Inc.

The Fund’s investment objective is to provide a high level of total return, consisting of cash distributions and capital appreciation. The Fund seeks to achieve its investment objective by investing primarily in master limited partnerships 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, Rafael Vasquez, Kim de Glossop and summer associate Christine Hanley (Capital Markets); Joyce Xu, Qian Lisa Wang and Brian Chernoff (Derivatives); Michael Isby (Environmental) and Jonathan Cantor (Tax).

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