Filing Analysis
NXG Cushing Midstream Energy Fund entered into a distribution agreement with Foreside Fund Services, LLC to facilitate an 'at-the-market' (ATM) offering of up to 1,500,000 common shares. The offering will be executed through the distributor and sub-placement agent UBS Securities LLC.
🚩 Red Flags
- Potential dilution for existing shareholders through the issuance of up to 1.5 million new shares.
📋 Key Facts
- Entered into a Distribution Agreement with Foreside Fund Services, LLC on July 10, 2026.
- The offering involves up to 1,500,000 common shares of beneficial interest.
- Shares will be sold via 'at the market' (ATM) transactions under Rule 415.
- Minimum sale price: Net Asset Value (NAV) per share plus distributor commission.
- UBS Securities LLC has been engaged as a sub-placement agent.
The Fund's Annual Meeting resulted in the election of two Class I Trustees and the approval of a new investment advisory agreement. Notably, a change in control occurred at the Adviser level, where NXG Cushing, LLC (owned by senior employees) acquired a 62% interest from founder Jerry V. Swank.
🚩 Red Flags
- Change in control of the Adviser: NXG Cushing, LLC (owned by senior employees) now holds a majority (62%) interest.
- The transaction involved an 'assignment' of the prior advisory agreement, necessitating a new contract and shareholder vote.
📋 Key Facts
- Annual Meeting held/adjourned on June 18 and July 10, 2026.
- Brian R. Bruce and John H. Alban elected as Class I Trustees until the 2029 annual meeting.
- NXG Cushing, LLC acquired a 62% interest in Cushing Asset Management, LP from founder Jerry V. Swank.
- The transaction resulted in a change of control and 'assignment' of the prior advisory agreement.
- New Advisory Agreement maintains an investment-advisory fee of 1.25% of Average Weekly Managed Assets.
- Adviser agreed to waive 0.25% of the management fee through February 1, 2027.
NXG Cushing Midstream Energy Fund (SRV) has announced a rights offering to issue up to 1,555,870 new common shares of beneficial interest. The offer allows existing shareholders to subscribe for one new share for every three Rights held.
🚩 Red Flags
- Rights offerings can lead to significant dilution for existing shareholders who do not participate in the subscription.
📋 Key Facts
- Record Date: November 17, 2025
- Offer Ratio: 1 new Common Share for every 3 Rights held (1-for-3)
- Total Shares Offered: Up to 1,555,870 common shares of beneficial interest
- Dealer Manager: UBS Securities LLC and Cushing Asset Management, LP
- Subscription Agent: Equiniti Trust Company, LLC
- Information Agent: EQ Fund Solutions, LLC
The Fund announced the retirement of Trustee Ronald P. Trout and a subsequent restructuring of its Board of Trustees. John Musgrave (CEO/President) has been appointed to fill the vacancy, while John H. Alban has transitioned to an Independent Trustee role with new committee assignments.
🚩 Red Flags
- Appointment of CEO/President as a Trustee increases the concentration of management influence on the Board (Interested Trustee).
📋 Key Facts
- Ronald P. Trout retired as a Trustee effective January 23, 2025.
- John Musgrave (CEO and President) appointed as a Class III Interested Trustee to fill the vacancy on January 23, 2025.
- John H. Alban reclassified from an 'Interested Trustee' to an 'Independent Trustee'.
- John H. Alban appointed to the Audit Committee and the Nominating and Corporate Governance Committee.
NXG Cushing Midstream Energy Fund entered into an amended and restated distribution agreement to facilitate an 'at-the-market' (ATM) offering of up to 745,000 common shares. The offering will be conducted through Foreside Fund Services, LLC with UBS Securities LLC acting as a sub-placement agent.
🚩 Red Flags
- Potential dilution for existing shareholders through the issuance of up to 745,000 new shares.
📋 Key Facts
- Entered into amended and restated distribution agreement on January 13, 2025.
- The offering allows for the sale of up to 745,000 common shares of beneficial interest.
- Sales will be conducted via 'at-the-market' (ATM) transactions under Rule 415.
- Minimum sale price: Net Asset Value (NAV) per share plus distributor commission.
- UBS Securities LLC has been engaged as a sub-placement agent.
NXG Cushing Midstream Energy Fund has entered into a Dealer Manager Agreement to facilitate a rights offering. The offer allows existing shareholders to subscribe for up to 1,004,176 new common shares of beneficial interest via a 1-for-3 rights ratio.
🚩 Red Flags
- Rights offerings are often used by micro-cap funds to raise capital, which can lead to significant dilution for existing shareholders who do not participate in the offering.
📋 Key Facts
- The Fund entered into a Dealer Manager Agreement with Cushing Asset Management, LP and UBS Securities LLC on October 23, 2024.
- Rights offering ratio is one new common share for every three Rights held (1:3).
- Total shares available for subscription under the offer: up to 1,004,176 common shares.
- Record Date for eligibility was October 23, 2024.
- The offering is being conducted pursuant to an existing shelf registration statement on Form N-2 (File No. 333-273954).
- Equiniti Trust Company, LLC and EQ Fund Solutions, LLC have been engaged as Subscription Agent and Information Agent, respectively.
NXG Cushing Midstream Energy Fund entered into a distribution agreement with Foreside Fund Services, LLC to facilitate an 'at the market' offering of up to 175,000 common shares. The offering will be conducted through UBS Securities LLC as a sub-placement agent.
🚩 Red Flags
- At-the-market (ATM) offerings can lead to immediate dilution for existing shareholders.
- The relatively small number of shares (175,000) suggests a targeted capital raise rather than a massive expansion.
📋 Key Facts
- Entered into Distribution Agreement on May 17, 2024, with Foreside Fund Services, LLC.
- The offering involves up to 175,000 common shares of beneficial interest.
- The offering is an 'at the market' (ATM) program under Rule 415.
- Minimum sale price: Net Asset Value (NAV) per share plus distributor commission.
- UBS Securities LLC has been engaged as a sub-placement agent via a Sub-Placement Agent Agreement dated May 17, 2024.