Fitch Affirms Clearbridge Funds' Notes at 'AAA' & MRPS at 'AA'

NEW YORK--()--Fitch Ratings has affirmed the 'AAA' ratings assigned to the senior secured notes (notes) and 'AA' ratings assigned to the mandatory redeemable preferred shares (MRPS) issued by the following closed-end funds managed by Legg Mason Partners Fund Advisor, LLC (LMPFA) and subadvised by Clearbridge Investments, LLC (Clearbridge):

--Clearbridge American Energy MLP Fund Inc. (NYSE: CBA);

--Clearbridge Energy MLP Fund Inc. (NYSE: CEM);

--Clearbridge Energy MLP Total Return Fund Inc. (NYSE: CTR);

--Clearbridge Energy MLP Opportunities Fund Inc. (NYSE: EMO);

A complete list of the funds and the associated ratings is included at the end of this press release.

KEY RATING DRIVERS

The rating affirmations reflect:

--Sufficient pro forma asset coverage provided to the notes and MRPS as calculated per the fund's asset coverage tests;

--The structural protections afforded by mandatory collateral maintenance and de-leveraging provisions in the event of asset coverage declines;

--The legal and regulatory parameters that govern the fund's operations;

--The capabilities of Clearbridge Investments, LLC as investment advisor.

FUND PROFILES

CBA, CEM, CTR, and EMO are non-diversified, closed-end management investment companies sharing a similar investment goal of obtaining a high level of total return with an emphasis on current distributions. The funds invest the majority of their portfolios in equity securities of publicly-traded Master Limited Partnerships (MLP) and their affiliates in the energy infrastructure sector. These companies gather, transport, process, store, distribute or market natural gas, natural gas liquids, coal, crude oil, refined petroleum products or other natural resources, or explore, develop, manage or produce such commodities.

ASSET COVERAGE

The funds' asset coverage ratio, as calculated in accordance with the Fitch total and net overcollateralization tests (Fitch OC tests), per the 'AAA' rating guidelines for the senior notes, and the 'AA' rating guidelines for the MRPS, outlined in Fitch's closed-end fund criteria, were in excess of 100%. These are the minimum asset coverage guideline required by the funds' governing documents.

The Fitch OC tests calculate asset coverage by applying haircuts to portfolio holdings based on historical volatility and diversification of the assets, and measure their ability to cover both on and off-balance sheet liabilities at the stress level that corresponds to the assigned rating.

The funds' asset coverage ratio for the senior notes, as calculated in accordance with the Investment Company Act of 1940 (1940 Act) at current market values, was in excess of 300%. The funds' asset coverage ratio for total leverage, including the MRPS, as calculated in accordance with the 1940 Act also at current market values, was in excess of 200%. These are the minimum asset coverage ratios required by the funds' governing documents.

NOTES STRUCTURAL PROTECTIONS

Should the asset coverage tests decline below their minimum threshold amounts, under the terms of the notes the affected fund is required to deliver notice to the note purchasers. The fund manager is then expected to cure the breach by altering the composition of the portfolio toward assets with lower discount factors (for Fitch OC Tests breaches), or by reducing leverage in a sufficient amount (for both the Fitch OC Tests and the 1940 Act test breaches) within a pre-specified time period.

MRPS STRUCTURAL PROTECTIONS

Should the MRPS Asset Coverage Test or Fitch OC Test decline below their minimum threshold amounts, the funds' governing documents require them to cure the breach by altering the composition of the portfolio toward assets with lower discount factors (for Fitch OC Tests breaches), or by reducing leverage in a sufficient amount (for both the Fitch OC Tests and Asset Coverage Test breaches) within a pre-specified time period.

THE ADVISOR

LMPFA and Clearbridge are wholly owned subsidiaries of Legg Mason, Inc., a global asset management firm with $657 billion in assets under management as of Feb. 29, 2016. Clearbridge is Legg Mason, Inc.'s largest equity manager with approximately $108 billion in assets under management as of Dec. 31, 2015.

RATING SENSITIVITIES

The rating is based on the terms of the notes and MRPS stipulating mandatory collateral maintenance and de-leveraging provisions in the event of asset coverage declines. Should the funds fail to cure an asset coverage breach, or the note purchasers not declare the notes due and payable upon an event of default due to an asset coverage breach, this may lengthen exposure to market value risk and cause the ratings to be lowered by Fitch.

The ratings may also be sensitive to material changes in the credit quality or market risk profile of the fund. A material adverse deviation from Fitch guidelines for any key rating driver could cause the ratings to be lowered by Fitch.

For additional information about Fitch closed-end fund ratings guidelines, please review the criteria referenced below, which can be found on Fitch's website.

Fitch has affirmed the following ratings:

Clearbridge American Energy MLP Fund Inc. (CBA)

--$31,000,000 3.25% Series A senior secured notes due Oct. 15, 2018 at 'AAA';

--$33,695,652 3.89% Series B senior secured notes due Oct. 15, 2020 at 'AAA';

--$47,847,826 4.51% Series C senior secured notes due Oct. 15, 2023 at 'AAA';

--$42,456,522 4.66% Series D senior secured notes due Oct. 15, 2025 at 'AAA';

--$3,000,000 4.37% Series A MRPS due July 23, 2024 at 'AA';

--$7,000,000 4.55% Series B MRPS due July 23, 2026 at 'AA';

--$4,100,000 4.01% Series C MRPS due Aug. 7, 2022 at 'AA';

--$10,900,000 4.30% Series D MRPS due Aug. 7, 2024 at 'AA'.

Clearbridge Energy MLP Fund Inc. (CEM)

--$40,393,013 3.65% Series A senior secured notes due June 6, 2023 at 'AAA';

--$12,925,764 4.20% Series A senior secured notes due April 30, 2026 at 'AAA';

--$40,393,013 3.53% Series B senior secured notes due July 12, 2019 at 'AAA';

--$40,393,013 3.78% Series B senior secured notes due June 6, 2025 at 'AAA';

--$82,401,747 4.06% Series C senior secured notes due July 12, 2022 at 'AAA';

--$72,707,424 4.21% Series D senior secured notes due July 12, 2024 at 'AAA';

--$12,117,904 2.87% Series H senior secured notes due June 11, 2021 at 'AAA';

--$20,196,507 3.46% Series I senior secured notes due June 11, 2025 at 'AAA';

--$20,196,507 3.56% Series J senior secured notes due June 11, 2027 at 'AAA';

--$28,275,109 3.76% Series K senior secured notes due June 11, 2030 at 'AAA';

--$5,200,000 3.85% Series A MRPS due Jan. 8, 2021 at 'AA';

--$6,400,000 4.18% Series B MRPS due Jan. 8, 2023 at 'AA';

--$5,800,000 3.52% Series C MRPS due June 11, 2021 at 'AA';

--$16,000,000 4.16% Series D MRPS due June 11, 2025 at 'AA';

--$5,200,000 3.52% Series E MRPS due June 11, 2021 at 'AA';

--$8,200,000 4.16% Series F MRPS due June 11, 2025 at 'AA';

--$8,200,000 4.26% Series G MRPS due June 11, 2027 at 'AA'.

Clearbridge Energy MLP Total Return Fund Inc. (CTR)

--$19,683,168 3.33% Series A senior secured notes due March 28, 2020 at 'AAA';

--$45,693,069 3.93% Series B senior secured notes due March 28, 2023 at 'AAA';

--$52,019,802 4.08% Series C senior secured notes due March 28, 2025 at 'AAA';

--$7,029,703 3.33% Series D senior secured notes due Aug. 26, 2022 at 'AAA';

--$7,029,703 3.60% Series E senior secured notes due Aug. 26, 2024 at 'AAA';

--$10,544,554 3.76% Series F senior secured notes due Aug. 26, 2026 at 'AAA';

--$3,000,000 3.69% Series A MRPS due March 26, 2020 at 'AA';

--$2,500,000 4.07% Series B MRPS due March 28, 2022 at 'AA';

--$8,500,000 4.26% Series C MRPS due March 26, 2024 at 'AA'.

Clearbridge Energy MLP Opportunity Fund Inc. (EMO)

--$27,420,382 3.27% Series A senior secured notes due Feb. 7, 2020 at 'AAA';

--$34,471,338 3.87% Series B senior secured notes due Feb. 7, 2023 at 'AAA';

--$41,522,293 4.02% Series C senior secured notes due Feb. 7, 2025 at 'AAA';

--$15,668,790 3.33% Series D senior secured notes due Aug. 26, 2022 at 'AAA';

--$3,917,197 3.76% Series E senior secured notes due Aug. 26, 2026 at 'AAA';

--$4,900,000 3.69% Series A MRPS due March 26, 2020 at 'AA';

--$4,100,000 4.07% Series B MRPS due March 28, 2022 at 'AA';

--$14,000,000 4.26% Series C MRPS due March 26, 2024 at 'AA'.

Additional information is available on www.fitchratings.com

To receive Fitch's forthcoming research on closed-end funds please go to:

http://pages.fitchemail.fitchratings.com/FAMCEFBlankOptin/

Applicable Criteria

Rating Closed-End Fund Debt and Preferred Stock (pub. 16 Sep 2015)

https://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=871119

Additional Disclosures

Dodd-Frank Rating Information Disclosure Form

https://www.fitchratings.com/creditdesk/press_releases/content/ridf_frame.cfm?pr_id=1001551

Solicitation Status

https://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=1001551

Endorsement Policy

https://www.fitchratings.com/jsp/creditdesk/PolicyRegulation.faces?context=2&detail=31

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Contacts

Fitch Ratings
Primary Analyst
Chelsea Nguyen
Analyst
+1-646-582-4917
Fitch Ratings, Inc.
33 Whitehall Street
New York, NY 10004
or
Secondary Analyst
Brian Knudsen
Associate Director
+1-646-582-4904
or
Committee Chairperson
Davie Rodriguez, CFA
Senior Director
+1-212-908-0386
or
Media Relations:
Hannah James, New York, + 1 646-582-4947
Email: hannah.james@fitchratings.com

Contacts

Fitch Ratings
Primary Analyst
Chelsea Nguyen
Analyst
+1-646-582-4917
Fitch Ratings, Inc.
33 Whitehall Street
New York, NY 10004
or
Secondary Analyst
Brian Knudsen
Associate Director
+1-646-582-4904
or
Committee Chairperson
Davie Rodriguez, CFA
Senior Director
+1-212-908-0386
or
Media Relations:
Hannah James, New York, + 1 646-582-4947
Email: hannah.james@fitchratings.com