XAI Octagon Trust Files 8-K with Key Agreements & Equity Sales

TL;DR

XAI Octagon Trust dropped an 8-K detailing new deals and stock sales. Keep an eye on this.

AI Summary

XAI Octagon Floating Rate & Alternative Income Trust filed an 8-K on June 14, 2024, reporting on several key events. These include entering into a material definitive agreement, unregistered sales of equity securities, amendments to its articles of incorporation or bylaws, and Regulation FD disclosures. The filing also includes financial statements and exhibits, with the report period ending June 10, 2024.

Why It Matters

This 8-K filing provides crucial updates on the trust's material agreements and equity transactions, which could impact its financial structure and future performance.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and regulatory risks.

Key Players & Entities

• XAI Octagon Floating Rate & Alternative Income Trust (company) — Filer of the 8-K
• 0001213900-24-053004 (filing_id) — Accession number for the 8-K filing
• 20240614 (date) — Filing date of the 8-K
• 20240610 (date) — Conformed period of report

FAQ

Key Financial Figures

• $25.00 — eferred Shares (Liquidation Preference $25.00) XFLTPRA New York Stock Exchange
• $23.25 — , on June 13, 2024, at a price equal to $23.25 per Series II 2029 Convertible Preferre
• $9.3 million — tible Preferred Shares of approximately $9.3 million. In addition, pursuant to the Purchase
• $0.75 — ay to the Purchasers an amount equal to $0.75 per unissued Series II 2029 Convertible
• $1.7375 — 6.95% of the liquidation preference, or $1.7375 per share, per year. The dividend rate
• $0.01 — hares of beneficial interest, par value $0.01 per share (the "Common Shares"), in pri
• $25 — II 2029 Convertible Preferred Shares at $25.00, plus any accumulated and unpaid div

Filing Documents

• ea0207681-01_8k.htm (8-K) — 52KB
• ea020768101_ex3-1.htm (EX-3.1) — 63KB
• ea020768101_ex10-1.htm (EX-10.1) — 60KB
• ea020768101_ex99-1.htm (EX-99.1) — 16KB
• 0001213900-24-053004.txt ( ) — 446KB
• xflt-20240610.xsd (EX-101.SCH) — 4KB
• xflt-20240610_def.xml (EX-101.DEF) — 26KB
• xflt-20240610_lab.xml (EX-101.LAB) — 36KB
• xflt-20240610_pre.xml (EX-101.PRE) — 25KB
• ea0207681-01_8k_htm.xml (XML) — 6KB

01. Entry

Item 1.01. Entry into a Material Definitive Agreement. Convertible Preferred Shares On June 10, 2024, XAI Octagon Floating Rate & Alternative Income Trust (NYSE: XFLT) (the "Trust") entered into a purchase agreement (the "Purchase Agreement") between the Trust, Eagle Point Credit Management LLC and the purchasers named therein (the "Purchasers"), in connection with the issuance and sale of 400,000 shares of the Trust's 6.95% Series II 2029 Convertible Preferred Shares, liquidation preference of $25.00 (the "Series II 2029 Convertible Preferred Shares"), on June 13, 2024, at a price equal to $23.25 per Series II 2029 Convertible Preferred Share, in a transaction exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. The Trust expects to receive net proceeds (before expenses) from the sale of the Series II 2029 Convertible Preferred Shares of approximately $9.3 million. In addition, pursuant to the Purchase Agreement, the Purchasers have agreed to purchase up to 1,400,000 additional Series II 2029 Convertible Preferred Shares at one or more subsequent closings, as determined by the Trust in its discretion, on or before December 10, 2025. In the event the Trust does not elect to sell to the Purchasers all of the Series II 2029 Convertible Preferred Shares which the Purchasers have agreed to purchase by December 10, 2025, the Trust will pay to the Purchasers an amount equal to $0.75 per unissued Series II 2029 Convertible Preferred Share. The Series II 2029 Convertible Preferred Shares have a liquidation preference of $25.00 per share. In the event of any liquidation, dissolution or winding up of the Trust's affairs, holders of Series II 2029 Convertible Preferred Shares will be entitled to receive a liquidating distribution per share equal to the liquidation preference, plus an amount equal to all unpaid dividends and distributions on such share accumulated to (but excluding) the date fixed for distribution or payment, whether or not

02. Unregistered Sale of Equity Securities

Item 3.02. Unregistered Sale of Equity Securities The disclosure required by this Item and included in Item 1.01 of this Current Report is incorporate herein by reference.

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On June 10, 2024, the Trust adopted Appendix D to the Statement of Preferences of Term Preferred Shares (the "Statement of Preferences") establishing and fixing the rights and preferences of the Series II 2029 Convertible Preferred Shares. The Statement of Preferences, as amended, authorizes 1,800,000 Series II 2029 Convertible Preferred Shares, liquidation preference $25.00 per share. A copy of the Statement of Preferences is filed herewith as Exhibit 3.1 and incorporated herein by reference.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure On June 10, 2024, the Trust issued a press release, furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference. The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific refence in such filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits 3.1 Statement of Preferences of Term Preferred Shares 10.1 Purchase Agreement, dated June 10, 2024, between the Trust, Eagle Point and the Purchasers 99.1 Press Release, dated June 10, 2024 3 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. XAI OCTAGON FLOATING RATE & ALTERNATIVE INCOME TRUST Date: June 14, 2024 By: /s/ Benjamin D. McCulloch Name: Benjamin D. McCulloch Title: Secretary and Chief Legal Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR