Current Report Filing (8-k)
February 26 2021 - 4:16PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported) February 26, 2021 (February 25, 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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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. ☐
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Item 1.01.
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Entry into a Material Definitive Agreement.
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On February 25, 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 National Securities Corporation
(the “Representative”), as representative of the underwriters named in Schedule A thereto, in connection with the issuance
and sale of 2,900,250 common shares of beneficial interest of the Trust, par value $0.01 per share (the “Common Shares”)
at a price to the public of $8.62 per Common Share (the “Offering”). In addition, the Trust has granted the underwriters
a 30-day option to purchase up to 435,038 additional Common Shares to cover over-allotments, if any.
The Offering has been made pursuant a prospectus
supplement, dated February 25, 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 this report as Exhibit 1.1 and incorporated herein by reference.
On February 25, 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 Common Shares is filed as Exhibit 5.1 to this report.
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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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: February 26, 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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