Simpson Thacher Represents Issuer in $177 Million Initial Public Offering by Western Asset Middle Market Debt Fund Inc.

Simpson Thacher represented Western Asset Middle Market Debt Fund Inc. (the “Fund”) in connection with its $177 million initial public offering of common stock. The Fund’s common stock will not be listed for trading on any securities exchange. Beginning in 2014, the Fund intends, but is not obligated, to conduct annual tender offers for up to 10% of its common stock then outstanding in the sole discretion of its board of directors. It is anticipated that the Fund will terminate on or before December 31, 2020.

The Fund’s primary investment objective is to provide high income. As a secondary investment objective, the Fund will seek capital appreciation. Under normal market conditions, the Fund will invest at least 80% of the its managed assets in below-investment-grade debt securities, including loans, issued by middle market companies. Legg Mason Partners Fund Advisor, LLC is the Fund’s investment manager. The Fund’s subadviser is Western Asset Management Company, a subsidiary of Legg Mason, Inc.

The Simpson Thacher team for the transaction included: Sarah Cogan, Jeremy Barr and Kai Fan (Capital Markets); Jonathan Cantor and Devin Heckman (Tax) and Jennie Getsin (FINRA).

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