Amended Current Report Filing (8-k/a)
March 29 2021 - 8:04AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported) March 29, 2021
XAI
Octagon Floating Rate & Alternative Income Term Trust
(Exact
name of registrant as specified in its charter)
Delaware
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811-23247
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82-235867
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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321
North Clark Street, Suite 2430, Chicago, Illinois
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60654
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(Address
of principal executive offices)
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(Zip
Code)
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Registrants
telephone number, including area code (312) 374-6930
(Former
name or former address, if changed since last report.)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Shares of Beneficial Interest
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XFLT
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New
York Stock Exchange
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6.50% Series 2026 Term Preferred
Shares (Liquidation Preference $25.00)
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XFLTPRA
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New York Stock Exchange
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐ Emerging
growth company
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with new
or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory
Note
This
Amendment No. 1 on Form 8-K/A is an amendment to the Current Report on Form 8-K of XAI Octagon Floating Rate & Alternative Income
Term Trust, dated March 25, 2021 (the “Original Form 8-K”). This Form 8-K/A is being filed to correct a typographical error
in Exhibit 3.1 filed with the Original Form 8-K. No other changes have been made to the Original Form 8-K. This Form 8-K/A amends and
restates in its entirety the Original Form 8-K.
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Item 1.01.
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Entry
into a Material Definitive Agreement.
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On
March 23, 2021, XAI Octagon Floating Rate & Alternative Income Term Trust (NYSE: XFLT) (the “Trust”) entered into an
underwriting agreement (the “Underwriting Agreement”) by and among the Trust, XA Investments LLC, Octagon Credit Investors,
LLC, and Ladenburg Thalmann & Co. Inc. (the “Representative”), as representative of the underwriters named in Schedule
A thereto, in connection with the issuance and sale of 1,040,000 shares of the Trust's 6.50% Series 2026 Term Preferred Shares, par value
$0.01 per share (the “Preferred Shares”) at a price to the public of $25.00 per Common Share (the “Offering”).
In addition, the Trust has granted the underwriters a 30-day option to purchase up to 156,000 additional Preferred Shares to cover over-allotments,
if any.
The
Offering has been made pursuant a prospectus supplement, dated March 24, 2021 and the accompanying prospectus, dated February 2, 2021,
each of which constitute part of the Trust’s effective shelf registration statement on Form N-2 (File No. 333-251542) previously
filed with the Securities and Exchange Commission (the “Registration Statement”).
The
foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to
the full text of the Underwriting Agreement filed with the Original Form 8-K as Exhibit 1.1 incorporated herein by reference.
In
connection with the offering of the Preferred Shares, on March 16, 2021, the Trust amended its Administration, Bookkeeping and Pricing
Services Agreement (the “Administration Agreement”) with ALPS Fund Services, Inc. and its Transfer Agency Agreement (the
“Transfer Agency Agreement”) with DST Systems, Inc. to provide services with respect to the Preferred Shares.
The
foregoing description is only a summary of the amendments to the Administration Agreement and the Transfer Agency Agreement and is qualified
in its entirety by reference to the text of the amendment to the Administration Agreement filed with the Original Form 8-K as Exhibit
10.1 and incorporated herein by reference and the amendment to the Transfer Agency Agreement filed with the Original Form 8-K as Exhibit
10.2 and incorporated herein by reference.
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Item 5.03
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On
March 23, 2021, the Trust adopted a Statement of Preferences of Term Preferred Shares (the “Statement of Preferences”) establishing
and fixing the rights and preferences of the Preferred Shares. The Statement of Preferences authorized 1,196,000 Preferred Shares, liquidation
preference $25.00 per share. A copy of the Statement of Preferences is filed as Exhibit 3.1 to this report and incorporated herein by
reference.
On
March 24, 2021, the Trust conducted the Offering pursuant to the Trust’s Registration Statement. A copy of the opinion of Skadden,
Arps, Slate, Meagher & Flom LLP relating to the legality of the Preferred Shares was filed as Exhibit 5.1 to the Original Form 8-K
and is incorporated herein by reference.
The
Trust incorporates by reference the exhibits filed herewith into the Registration Statement.
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Item 9.01
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Financial
Statements and Exhibits.
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1.1
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Underwriting Agreement, dated March 23, 2021, by and among XAI Octagon Floating Rate & Alternative Income Term Trust, XA Investments LLC, Octagon Credit Investors, LLC and Ladenburg Thalmann & Co. Inc., as representative of the underwriters named in Schedule A thereto, incorporated by reference to the Current Report on Form 8-K filed on March 25, 2021
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3.1
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Statement of Preferences of Term Preferred Shares
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5.1
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Opinion of Skadden, Arps, Slate, Meagher & Flom LLP, incorporated by reference to the Current Report on Form 8-K filed on March 25, 2021
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10.1
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Amendment No. 3 to the Administration, Bookkeeping and Pricing Services Agreement, dated March 16, 2021, between XAI Octagon Floating Rate & Alternative Income Term Trust and ALPS Fund Services, Inc., incorporated by reference to the Current Report on Form 8-K filed on March 25, 2021
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10.2
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Amendment No. 1 to the Transfer Agency Agreement, dated March 16, 2021, between XAI Octagon Floating Rate & Alternative Income Term Trust and DST Systems, Inc., incorporated by reference to the Current Report on Form 8-K filed on March 25, 2021
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23.1
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Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1), incorporated by reference to the Current Report on Form 8-K filed on March 25, 2021
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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XAI OCTAGON
FLOATING RATE & ALTERNATIVE
INCOME TERM TRUST
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Date: March 29, 2021
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By:
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/s/ Benjamin D. McCulloch
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Name:
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Benjamin D. McCulloch
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Title:
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Secretary and Chief
Legal Officer
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