Clarion Partners Real Estate Income Fund Announces Results of Issuer Tender Offer, Reflecting Strong Investor Engagement and Commitment to Shareholder Liquidity
Clarion Partners Real Estate Income Fund Inc. (the “Fund”), a leading non-diversified, closed-end management investment company specializing in real estate income strategies, today announced the results of its issuer tender offer for a portion of its outstanding common shares. The tender offer, which applied to all four classes of the Fund’s shares—Class S (CPRSX), Class T (CPRTX), Class D (CPRDX), and Class I (CPREX)—was aimed at repurchasing up to 5.0% of the Fund’s aggregate net asset value (“NAV”), equivalent to approximately $53.8 million based on the NAV calculated as of September 4, 2025.
The tender offer expired on October 15, 2025 (the “Expiration Date”), and the shares tendered for repurchase represented 3.2% of the Fund’s NAV as of the September 4, 2025 valuation. The purchase price for each share was set at the NAV per share of the respective class, determined as of the close of trading on the New York Stock Exchange on the Expiration Date.
Detailed Results of the Tender Offer
The tender offer provided shareholders an opportunity to sell their shares back to the Fund at the current NAV, offering liquidity in a market where closed-end funds do not trade continuously like open-end mutual funds. Below is a breakdown of shares tendered for repurchase and the associated purchase prices:
| Class of Shares | Ticker | Shares Tendered for Repurchase | Purchase Price per Share (Expiration Date) | Pro-Ration (if any) |
|---|---|---|---|---|
| Class I | CPREX | 2,727,886.6025 | $11.46 | N/A |
| Class D | CPRDX | 71,613.7820 | $11.45 | N/A |
| Class S | CPRSX | 114,589.5936 | $11.45 | N/A |
| Class T | CPRTX | 109,373.1188 | $11.44 | N/A |
The repurchase of shares provides shareholders with a flexible opportunity to access liquidity, while the Fund continues to maintain a strong capital base to pursue its investment objectives. Payments for all duly tendered and accepted shares were transmitted on or about October 17, 2025. Shares tendered but not accepted, if any, as well as shares that were not tendered, remain outstanding and continue to participate in the Fund’s ongoing investment activities.
Shareholder Support and Participation
The tender offer demonstrated meaningful participation from shareholders, reflecting confidence in the Fund’s management and investment strategy. While the total amount tendered did not reach the maximum 5.0% of NAV permitted under the offer, the 3.2% participation level indicates a strong alignment between shareholder liquidity preferences and the Fund’s strategic planning. Investors who wished to participate in the tender offer had the flexibility to tender shares from any class without impacting the proportional treatment of other classes.
For any shareholders seeking additional information or guidance regarding the tender offer process, SS&C GIDS, Inc. served as the Information Agent. Questions could be directed toll-free to (844) 534-4627. This level of accessibility ensures that investors are fully informed and can make decisions that align with their individual financial goals.
About the Fund and Its Management
Clarion Partners Real Estate Income Fund is a non-diversified, closed-end management investment company that continuously offers its common stock. As a closed-end fund, it provides investors access to a professionally managed portfolio of real estate income-producing assets, offering diversification across property types and geographic locations in the United States and beyond.
The Fund is managed by Franklin Templeton Fund Adviser, LLC, an indirect, wholly-owned subsidiary of Franklin Resources, Inc. (“Franklin Resources”), a global investment management firm renowned for its expertise across multiple asset classes. Sub-advisory responsibilities are jointly undertaken by Clarion Partners, LLC, a majority-owned subsidiary of Franklin Resources specializing in real estate investments, and Western Asset Management Company, LLC, another Franklin Resources subsidiary with deep experience in fixed-income and capital markets. This combination of advisory expertise ensures that the Fund benefits from a robust and sophisticated approach to asset allocation, risk management, and income generation.
Strategic Rationale for the Tender Offer
Tender offers are an important mechanism for closed-end funds to provide liquidity to shareholders, especially in market environments where trading volumes may be limited or market prices may diverge from net asset value. By offering to repurchase shares at NAV, the Fund ensures fairness to participating shareholders and enhances investor confidence in the value and management of the Fund’s assets.
The 2025 Q2 tender offer is consistent with the Fund’s ongoing commitment to providing shareholders with flexible avenues to realize liquidity while maintaining the capacity to pursue long-term investment objectives. Tender offers also enable the Fund to adjust its capital structure in response to investor demand, optimizing the balance between outstanding shares and available investment capital.
Financial Implications and NAV Considerations
The purchase price of each share in the tender offer was based directly on the NAV per share as of the close of trading on October 15, 2025. This ensures that participating shareholders received fair value for their investment without discounting or premium adjustments. The NAV-based pricing is particularly important in closed-end funds, as market prices on secondary exchanges can fluctuate due to supply and demand dynamics rather than underlying asset performance.
The shares tendered represented 3.2% of the Fund’s total NAV of approximately $1.076 billion, illustrating that while shareholder interest was significant, the Fund retains a substantial base of capital to continue its investment activities and support future growth. By carefully managing the tender offer size relative to total NAV, the Fund demonstrates prudence in balancing shareholder liquidity with investment continuity.
About Western Asset
Western Asset is one of the world’s leading fixed-income managers with 50 years of experience and $229.9 billion in assets under management (AUM) as of September 30, 2025. With a focus on long-term fundamental value investing that employs a top-down and bottom-up approach, the firm has nine offices around the globe and deep experience across the range of fixed income sectors. Founded in 1971, Western Asset has been recognized for delivering superior levels of client service alongside its approach emphasizing team management and intensive proprietary research, supported by robust risk management. To learn more about Western Asset, please visit www.westernasset.com.
Western Asset is an independent specialist investment manager of Franklin Templeton.
About Franklin Templeton
Franklin Resources, Inc. is a global investment management organization with subsidiaries operating as Franklin Templeton and serving clients in over 150 countries. Franklin Templeton’s mission is to help clients achieve better outcomes through investment management expertise, wealth management and technology solutions. Through its specialist investment managers, the company offers specialization on a global scale, bringing extensive capabilities in fixed income, equity, alternatives and multi-asset solutions. With more than 1,500 investment professionals, and offices in major financial markets around the world, the California-based company has over 75 years of investment experience and $1.67 trillion in assets under management as of September 30, 2025. For more information, please visit franklintempleton.com and follow us on LinkedIn, X and Facebook.
