XAI Octagon Floating Rate & Alternative Income Term Trust

07/22/2021 | Press release | Distributed by Public on 07/22/2021 14:18

Underwriting Agreement (Form 8-K)

Entry into a Material Definitive Agreement.

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.

Other Events

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.

Financial Statements and Exhibits.
(d) Exhibits

1.1

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
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
23.1 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1)