Corebridge Financial, Inc. - 09 Sep 2024 Form 4 Insider Report for ClearBridge MLP & Midstream Fund Inc.

Footnote F1

On September 9, 2024, pursuant to an Agreement and Plan of Merger, dated September 6, 2024, between ClearBridge Energy Midstream Opportunity Fund, Inc. ("EMO") and the Issuer, the Issuer merged with and into EMO (the "Merger").

Footnote F2

As a result of the Merger, among other things, (1) EMO issued and delivered to holders of the Issuer's Mandatory Redeemable Preferred Stock ("MRPS") newly issued shares of EMO's MRPS with the same aggregate liquidation preference and other terms as the CEM MRPS that were issued and outstanding immediately prior to the Merger (other than voting rights, which correspond to every $35 of liquidation preference in the case of the newly issued MRPS), and the Issuer's MRPS ceased to be outstanding and were automatically canceled and (2) EMO expressly assumed the obligations of the Issuer under, among other things, the Issuer's outstanding Senior Secured Notes (the "Notes") and, at the request of a holder of the Issuer's outstanding Notes, EMO issued replacement Notes with the same aggregate principal amount outstanding and terms as the Issuer's Notes. Any of the Issuer's Notes for which replacement Notes were issued ceased to be outstanding and were automatically canceled.

Footnote F3

Prior to the Merger, American General Life Insurance Company ("AGLIC") and The United States Life Insurance Company in the City of New York ("USL"), each an indirect wholly owned subsidiary of Corebridge Financial, Inc. ("CRBG"), directly held 1 share and 29 shares of the reported securities, respectively. Corebridge Institutional Investments, (U.S.), LLC ("CIIUS"), an indirect wholly owned subsidiary of CRBG, may have been deemed to have beneficial ownership of 14 shares of the reported securities held by a controlled subsidiary of American International Group, Inc. ("AIG"), pursuant to an investment management agreement. CRBG disclaims beneficial ownership of the securities held by the controlled subsidiary of AIG, and this report shall not be deemed an admission that CRBG was the beneficial owner of such securities, except to the extent of CRBG's pecuniary interest therein.

Footnote F4

Prior to the Merger, AGLIC directly held 56 shares of the reported securities. CIIUS may have been deemed to have beneficial ownership of 26 shares of the reported securities held by a controlled subsidiary of AIG, pursuant to an investment management agreement. CRBG disclaims beneficial ownership of the securities held by the controlled subsidiary of AIG, and this report shall not be deemed an admission that CRBG was the beneficial owner of such securities, except to the extent of CRBG's pecuniary interest therein.

Footnote F5

Prior to the Merger, AGLIC and The Variable Annuity Life Insurance Company, an indirect wholly owned subsidiary of CRBG, directly held $373,073.46 principal amount and $186,536.74 principal amount of the reported securities, respectively.

Footnote F6

Prior to the Merger, AGLIC directly held $1,492,293.86 principal amount of the reported securities.

Footnote F7

Prior to the Merger, AGLIC and USL directly held $1,380,371.82 principal amount and $671,532.25 principal amount of the reported securities, respectively.