Fitch Rates New Clearbridge pfd 'AA'; Affirm Existing Ratings

Fitch Ratings assigns 'AA' ratings to $42 million of mandatory redeemable preferred shares (MRPS) issued by Clearbridge Energy MLP Fund Inc. (NYSE: CEM)

--$19,000,000 3.85% series A MRPS, due Jan. 8, 2021 'AA';

--$23,000,000 4.18% series B MRPS, due Jan. 8, 2023 'AA'.

Fitch also affirms the 'AAA' ratings assigned to the senior secured notes issued by the following closed-end funds managed by ClearBridge Investments, LLC.

--Clearbridge Energy MLP Fund (NYSE: CEM)

--Clearbridge American Energy MLP Fund (NYSE: CBA)

--ClearBridge Energy MLP Opportunity Fund (NYSE: EMO)

--ClearBridge Energy MLP Total Return Fund (NYSE: CTR)

A complete list of rated note series follows at the end of this press release.

KEY RATING DRIVERS

The rating assignments and affirmations reflect:

--Sufficient asset coverage provided to senior notes and MRPS as calculated per the funds' 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 Advisors, LLC as investment advisor.

FUNDS PROFILE

CEM, CBA, 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 (MLPs) 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.

FUNDS' LEVERAGE

Using Nov. 2014 holdings, CEM's pro forma total assets were $3,216 million supporting $442 million of Fitch-rated secured senior notes and $90 million of bank borrowing (pari-passu to the notes), and $42 million of Fitch-rated junior MRPS.

As of the same date, CBA total assets were $1,530 million supporting $275 million of Fitch-rated secured senior notes and $102 million of bank borrowing (pari-passu to the notes).

CTR total assets were $1,409 million supporting $180 million of Fitch-rated secured senior notes and $100 million of bank borrowing (pari-passu to the notes).

EMO total assets were $1,257 million supporting $150 million of Fitch-rated secured senior notes and $100 million of bank borrowing (pari-passu to the notes).

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 standardized asset coverage by applying haircuts to portfolio holdings based on riskiness and diversification of the assets and measuring 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' pro forma 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 (as tested on the last business day of each week), under the terms of the notes the fund is required to deliver notice to the note purchasers within five business days. 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 (a maximum of 47 calendar days for the Fitch OC Tests and a longer period for the 1940 Act test).

Failure to cure an asset coverage breach as described above is an event of default under the terms of the notes. The fund must then deliver a notice within five business days to the note purchasers and a majority vote of note purchasers may then declare all the notes then outstanding to be immediately due and payable.

The funds are also prohibited from paying out a common stock dividend if it fails to cure a breach to the notes' 300% 1940 Act asset coverage test. Fitch views this as an added incentive to cure and deleverage in a timely manner, regardless of acceleration by the notes purchasers.

MRPS STRUCTURAL PROTECTIONS

Should the MRPS Asset Coverage Test and Fitch OC Test decline below their minimum threshold amounts (as tested weekly) the funds are required to deliver notice to the MRPS purchasers within five days of becoming aware of such fact.

The funds' managers are required 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 (a maximum of 47 calendar days).

THE ADVISOR

LMPFA and ClearBridge are wholly owned subsidiaries of Legg Mason, Inc., a global asset management firm with $708 billion in assets under management as of Sept. 30, 2014. ClearBridge is Legg Mason, Inc.'s largest equity manager with approximately $103 billion in assets under management, including $7.6 billion in energy MLPs, as of Sept. 30, 2014. It provides clients with a diverse line of equity-focused strategies in various investment options.

Fitch affirms the following ratings at 'AAA':

Clearbridge American Energy MLP Fund (CBA):

--$55,000,000 3.25% series A Senior Secured Notes due Oct. 15, 2018;

--$60,000,000 3.89% series B Senior Secured Notes due Oct. 15, 2020;

--$85,000,000 4.51% series C Senior Secured Notes due Oct. 15, 2023;

--$75,000,000 4.66% series D Senior Secured Notes due Oct. 15, 2025.

Clearbridge Energy MLP Fund (CEM):

--$25,000,000 2.80% series A Senior Secured Notes due July 12, 2015;

--$50,000,000 3.53% series B Senior Secured Notes due July 12, 2019;

--$102,000,000 4.06% series C Senior Secured Notes due July 12, 2022;

--$90,000,000 4.21% series D Senior Secured Notes due July 12, 2024;

--$50,000,000 3.65% series A Senior Secured Notes due June 6, 2023;

--$50,000,000 3.78% series B Senior Secured Notes due June 6, 2025;

--$75,000,000 4.20% Series A Senior Secured Notes due April 30, 2026;

Clearbridge Energy MLP Opportunity Fund (EMO):

--$40,000,000 3.27% series A Senior Secured Notes due Feb. 7, 2020;

--$50,000,000 3.87% series B Senior Secured Notes due Feb. 7, 2023;

--$60,000,000 4.02% series C Senior Secured Notes due Feb. 7, 2025;

Clearbridge Energy MLP Total Return Fund (CTR):

--$30,000,000 3.33% series A Senior Secured Notes due March 28, 2020;

--$70,000,000 3.93% series B Senior Secured Notes due March 28, 2023;

--$80,000,000 4.08% series C Senior Secured Notes due March 28, 2025;

RATINGS SENSITIVITIES

The rating is based on the terms of the notes stipulating mandatory collateral maintenance and de-leveraging provisions in the event of asset coverage declines. Should the fund 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.

To receive complimentary closed-end fund research, opt-in at the following link:

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Additional information is available at www.fitchratings.com.

The sources of information used to assess this rating were the public domain and ClearBridge.

Applicable Criteria and Related Research:

--'Rating Closed-End Fund Debt and Preferred Stock' (Sept. 4, 2014);

--'MLP Closed-End Funds: A Capital Structure Case Study' (Dec. 2, 2013);

--'2015 Outlook: Closed-End Funds' (Dec. 10, 2014).

Applicable Criteria and Related Research:

Rating Closed-End Fund Debt and Preferred Stock

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=765528

MLP Closed-End Funds: A Capital Structure Case Study

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=723839

2015 Outlook: Closed-End Funds

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=824608

Additional Disclosure

Solicitation Status

http://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=966455

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