Current Report Filing (8-k)
July 22 2021 - 4:18PM
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) July 22, 2021 (July 21, 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. ☐
Item 1.01.
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Entry into a Material Definitive Agreement.
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On July 21, 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
B. Riley Securities, Inc. (the “Representative”), as representative of the underwriters named in Schedule A thereto, in
connection with the issuance and sale of 3,100,000 common shares of beneficial interest of the Trust, par value $0.01 per share (the
“Common Shares”) at a price to the public of $8.50 per Common Share (the “Offering”). In addition, the Trust
has granted the underwriters a 30-day option to purchase up to 465,000 additional Common Shares to cover over-allotments, if any. On
July 21, 2021, the Representative elected to exercise the over-allotment option to purchase all 465,000 additional Common
Shares.
The Offering has been
made pursuant a prospectus supplement, dated July 21, 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 July 21, 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.
Item 9.01
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Financial
Statements and Exhibits.
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1.1
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Underwriting Agreement, dated July 21, 2021, by and among XAI Octagon Floating Rate & Alternative Income Term Trust, XA Investments LLC, Octagon Credit Investors, LLC and B. Riley Securities, Inc., as representative of the underwriters named in Schedule A thereto
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5.1
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Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
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23.1
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Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1)
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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: July 22, 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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