NXG Cushing Midstream Energy Fund Files 8-K

TL;DR

NXG Cushing Midstream Energy Fund signed a material definitive agreement on Oct 23, 2024.

AI Summary

On October 23, 2024, NXG Cushing Midstream Energy Fund entered into a material definitive agreement. The filing also includes other events and financial statements/exhibits. The company was formerly known as Cushing MLP & Infrastructure Total Return Fund.

Why It Matters

This 8-K filing indicates a significant event for NXG Cushing Midstream Energy Fund, potentially involving new agreements or financial updates that could impact investors.

Risk Assessment

Risk Level: low — This is a standard 8-K filing reporting a material definitive agreement and other events, not indicating immediate financial distress or significant operational changes.

Key Players & Entities

• NXG Cushing Midstream Energy Fund (company) — Registrant
• Cushing MLP & Infrastructure Total Return Fund (company) — Former company name
• October 23, 2024 (date) — Date of earliest event reported
• October 24, 2024 (date) — Date of report

FAQ

Key Financial Figures

• $0.001 — hares of beneficial interest, par value $0.001 per share (the "Common Shares"), of the

Filing Documents

• fp0090810-1_8kixbrl.htm (8-K) — 31KB
• fp0090810-1_ex11.htm (EX-1.1) — 263KB
• fp0090810-1_ex51.htm (EX-5.1) — 24KB
• fp0090810-1_ex101.htm (EX-10.1) — 40KB
• fp0090810-1_ex102.htm (EX-10.2) — 47KB
• fp0090810-1_ex991.htm (EX-99.1) — 28KB
• fp0090810-1_ex992.htm (EX-99.2) — 27KB
• fp0090810-1_02.jpg (GRAPHIC) — 38KB
• fp0090810-1_01.jpg (GRAPHIC) — 22KB
• 0001398344-24-019364.txt ( ) — 807KB
• srv-20241024.xsd (EX-101.SCH) — 3KB
• srv-20241024_lab.xml (EX-101.LAB) — 33KB
• srv-20241024_pre.xml (EX-101.PRE) — 22KB
• fp0090810-1_8kixbrl_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On October 23, 2024, NXG Cushing Midstream Energy Fund (the "Fund") entered into a dealer manager agreement (the "Dealer Manager Agreement") by and among the Fund, Cushing Asset Management, LP, d/b/a NXG Investment Management and UBS Securities LLC in connection with the issuance by the Fund to the holders of record (the "Record Date Shareholders") at the close of business on October 23, 2024 (the "Record Date") transferable rights (each a "Right" and, collectively, the "Rights") entitling such Record Date Shareholders to subscribe for up to 1,004,176 common shares of beneficial interest, par value $0.001 per share (the "Common Shares"), of the Fund (the "Offer"). The Record Date Shareholders will receive one Right for each outstanding Common Share owned on the Record Date. The Rights entitle the holders to purchase one new Common Share for every three Rights held (1 for 3). Record Date Shareholders who fully exercise their Rights will be entitled to subscribe, subject to certain limitations and subject to allotment, for additional Common Shares covered by any unexercised Rights. Any Record Date Shareholder who owns fewer than three Common Shares as of the close of business on the Record Date is entitled to subscribe for one full Common Share in the Offer. The Offer is being made pursuant a prospectus supplement, dated October 23, 2024, and the accompanying prospectus, dated November 13, 2023, each of which constitute part of the Fund's effective shelf registration statement on Form N-2 (File No. 333-273954) previously filed with the Securities and Exchange Commission (the "Registration The foregoing description of the Dealer Manager Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Dealer Manager Agreement filed with this report as Exhibit 1.1 and incorporated herein by reference. In connection with the Offer, the Fund entered into

01 Other Events

Item 8.01 Other Events. On October 23, 2024, the Fund commenced the Offer pursuant to the Registration Statement. A copy of the opinion of Skadden, Arps, Slate, Meagher & Flom LLP relating to the legality of the Offer is filed as Exhibit 5.1 to this report. The Fund incorporates by reference the exhibits filed herewith into the Registration Statement.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits 1.1 Dealer Manager Agreement, dated October 23, 2024 5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP 10.1 Subscription Agent Agreement, dated October 23, 2024 10.2 Information Agent Agreement, dated October 22, 2024 23.1 Consent of Skadden, Ars, Slate, Meagher & Flom LLP (included in Exhibit 5.1) 99.1 Form of Notice of Guaranteed Delivery for Rights Offering 99.2 Form of Subscription Certificate for Rights Offering 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. NXG CUSHING MIDSTREAM ENERGY FUND Date: October 24, 2024 By: /s/Blake Nelson Name: Blake Nelson Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR