Filing Analysis
The Trust is announcing the effective date for a previously disclosed corporate name change. The entity will transition from 'XAI Octagon Floating Rate & Alternative Income Trust' to 'XAI Floating Rate & Alternative Income Trust'.
📋 Key Facts
- The name change becomes effective on June 8, 2026.
- The change was previously announced in a Form 8-K filed on May 19, 2026.
- The new name is 'XAI Floating Rate & Alternative Income Trust'.
The Board of Trustees of XAI Octagon Floating Rate & Alternative Income Trust has approved Rockford Tower Asset Management (an affiliate of King Street Capital Management) as the new investment sub-adviser, replacing Octagon Credit Investors, LLC. This transition is subject to shareholder approval at a special meeting scheduled for on or about July 30, 2026, and will result in renaming the fund to 'XAI Floating Rate & Alternative Income Trust'.
🚩 Red Flags
- Loss of the founding sub-adviser (Octagon Credit Investors) which was integrated into the fund's identity and original strategy.
📋 Key Facts
- Rockford Tower Asset Management, L.L.C. (King Street Sub-Adviser) is proposed to serve as the new investment sub-adviser.
- Octagon Credit Investors, LLC, the current sub-adviser, will resign effective on or about July 30, 2026.
- The Trust's name will be changed to 'XAI Floating Rate & Alternative Income Trust' to reflect the sub-adviser change.
- There will be no change to the primary investment adviser (XA Investments LLC) or the advisory fee of 1.70% of average daily Managed Assets.
- A special meeting of shareholders to vote on the new sub-advisory agreement is planned for on or about July 30, 2026.
The Trust successfully completed the redemption of all 1,100,000 shares of its 6.95% Series II 2029 Convertible Preferred Shares on January 30, 2026.
📋 Key Facts
- Redemption date: January 30, 2026
- Security redeemed: 6.95% Series II 2029 Convertible Preferred Shares
- Total shares redeemed: 1,100,000 shares
- The redemption was previously announced on December 30, 2025.
The Trust has amended its Statement of Preferences to eliminate the Non-Call Period for its 6.95% Series II 2029 Convertible Preferred Shares and has issued a notice to redeem all outstanding shares of this series on January 30, 2026.
🚩 Red Flags
- Elimination of Non-Call Period allows the issuer to redeem shares earlier than previously structured, potentially impacting investor yield expectations if called unexpectedly.
📋 Key Facts
- Amendment No. 1 to Appendix D (Statement of Preferences) eliminates the Non-Call Period for the 6.95% Series II 2029 Convertible Preferred Shares.
- The Trust issued notice on December 30, 2025, to redeem all 1,100,000 shares of 6.95% Series II 2029 Convertible Preferred Shares.
- Redemption date is set for January 30, 2026.
- The preferred shares have a liquidation preference of $25.00 per share.
XAI Octagon Floating Rate & Alternative Income Trust (XFLT) completed a tranche of its previously announced securities offering, issuing 2.3 million Series A Mandatory Redeemable Preferred Shares.
🚩 Red Flags
- Issuance of Mandatory Redeemable Preferred Shares can create future liquidity pressure as they must be redeemed by the Trust.
📋 Key Facts
- Issued and sold 2,300,000 Series A Mandatory Redeemable Preferred Shares (MRP Shares) on December 18, 2025.
- The shares have a liquidation preference of $10.00 per share.
- Net proceeds from this specific tranche were approximately $23 million before expenses.
- Total MRP Shares issued and outstanding following this transaction: 7,300,000.
- Sale conducted via transactions exempt from registration under Section 4(a)(2) of the Securities Act.
XAI Octagon Floating Rate & Alternative Income Trust entered into a securities purchase agreement to issue up to 7.3 million shares of Series A Mandatory Redeemable Preferred Shares (MRP Shares) at $10.00 per share. The proceeds, approximately $50 million from the first closing, are intended to refinance existing leverage and redeem outstanding 6.50% Series 2026 Term Preferred Shares.
🚩 Red Flags
- Mandatory redemption feature (Term Redemption Date: Jan 31, 2031) creates a future capital requirement.
- Asset coverage requirements: The Trust must maintain at least 200% asset coverage for the MRP Shares or face mandatory redemption of shares to restore compliance.
📋 Key Facts
- Total offering size: Up to 7,300,000 MRP Shares at $10.00 per share.
- First closing occurred on October 21, 2025, issuing 5,000,000 shares for ~$50 million in net proceeds.
- Second closing scheduled for December 18, 2025, for the remaining 2,300,000 shares.
- MRP Shares carry a 5.92% annual dividend rate ($0.592 per share) payable quarterly.
- The shares are mandatory redeemable on January 31, 2031.
- Proceeds are earmarked for refinancing existing leverage and redeeming 6.50% Series 2026 Term Preferred Shares.
XAI Octagon Floating Rate & Alternative Income Trust announced the full redemption of its 6.50% Series 2026 Term Preferred Shares scheduled for October 31, 2025. The redemption will occur at the liquidation preference of $25.00 per share.
📋 Key Facts
- Redemption Date: October 31, 2025
- Total shares to be redeemed: 1,596,000 shares of 6.50% Series 2026 Term Preferred Shares (XFLTPRA)
- Redemption Price: $25.00 per share (equal to liquidation preference)
- Dividend Record Date: October 15, 2025
- Final Dividend Amount: $0.40625 per share for the period July 31, 2025, to October 30, 2025
- Paying Agent: Equiniti Trust Company LLC
XAI Octagon Floating Rate & Alternative Income Trust entered into a new $300 million senior secured revolving credit facility with BNP Paribas SA on March 21, 2025. This agreement replaces an existing credit agreement dated October 6, 2017.
🚩 Red Flags
- Use of leverage is noted by the company as a speculative technique involving special risks.
📋 Key Facts
- New Credit Agreement entered into on March 21, 2025, with BNP Paribas SA as the bank.
- Revolving Credit Facility aggregate principal amount: $300,000,000.
- Facility scheduled to terminate on March 19, 2027.
- Interest rate: SOFR plus a margin of 1.48% per annum.
- Commitment fee on unused commitments: 0.55% (or 0.00% if principal obligations > 75% of commitments).
- The Trust borrowed $237 million under the new agreement to repay existing borrowings in full.
- Financial leverage as of Closing Date was approximately 39.73% of Managed Assets.
XAI Octagon Floating Rate & Alternative Income Trust completed a tranche of a previously announced equity offering, issuing 200,000 Series II 2029 Convertible Preferred Shares. The transaction resulted in net proceeds of approximately $4.65 million.
🚩 Red Flags
- Issuance of convertible preferred shares at a discount to liquidation preference ($23.25 vs $25.00) suggests potential dilution for common shareholders upon conversion.
📋 Key Facts
- Issued and sold 200,000 Series II 2029 Convertible Preferred Shares on October 10, 2024.
- The shares were issued at a price of $23.25 per share (liquidation preference of $25.00).
- Net proceeds from this specific tranche were approximately $4.65 million.
- Total outstanding Series II 2029 Convertible Preferred Shares following this issuance is 1,800,000 shares.
- The offering was conducted under a purchase agreement dated June 10, 2024.
XAI Octagon Floating Rate & Alternative Income Trust completed a tranche of a previously announced private placement. The Trust issued 400,000 Series II 2029 Convertible Preferred Shares to Eagle Point Credit Management LLC and other purchasers.
🚩 Red Flags
- Shares were sold at a discount to liquidation preference ($23.25 vs $25.00).
📋 Key Facts
- Issued and sold 400,000 Series II 2029 Convertible Preferred Shares on October 1, 2024.
- Sale price was $23.25 per share (Liquidation Preference of $25.00).
- Net proceeds received were approximately $9.3 million (before expenses).
- Total outstanding Series II 2029 Convertible Preferred Shares following this issuance is 1,600,000.
- The offering was conducted under a purchase agreement dated June 10, 2024.
XAI Octagon Floating Rate & Alternative Income Trust completed a portion of its previously announced equity offering. The Trust issued 400,000 shares of its 6.95% Series II 2029 Convertible Preferred Shares to Eagle Point Credit Management LLC and other purchasers.
🚩 Red Flags
- Issuance at a discount: The shares were sold at $23.25 per share, which is below the $25.00 liquidation preference.
📋 Key Facts
- Issued and sold 400,000 Series II 2029 Convertible Preferred Shares on September 20, 2024.
- Sale price was $23.25 per share (liquidation preference of $25.00).
- Net proceeds from this specific tranche were approximately $9.3 million before expenses.
- Total outstanding Series II 2029 Convertible Preferred Shares following the issuance is 1,200,000.
- The offering was part of a larger June 10, 2024 agreement to issue up to 1,800,000 shares.
XAI Octagon Floating Rate & Alternative Income Trust completed a portion of its previously announced convertible preferred share offering. On July 31, 2024, the Trust issued and sold 400,000 Series II 2029 Convertible Preferred Shares to Eagle Point Credit Management LLC and other purchasers.
🚩 Red Flags
- Issuance at a discount: Shares were sold at $23.25 per share despite a $25.00 liquidation preference, representing a ~7% discount to par value.
📋 Key Facts
- Issued and sold 400,000 Series II 2029 Convertible Preferred Shares on July 31, 2024.
- Sale price was $23.25 per share (liquidation preference of $25.00).
- Net proceeds from this specific tranche were approximately $9.3 million.
- Total outstanding Series II 2029 Convertible Preferred Shares following this issuance is 800,000.
- The offering was part of a larger June 10, 2024 agreement to issue up to 1,800,000 shares by December 10, 2025.
XAI Octagon Floating Rate & Alternative Income Trust entered into a purchase agreement to issue 400,000 shares of its 6.95% Series II 2029 Convertible Preferred Shares at $23.25 per share. The transaction includes an option for purchasers to acquire up to an additional 1.4 million shares by December 2025.
🚩 Red Flags
- Issuance price ($23.25) is at a discount to the $25.00 liquidation preference.
- Penalty clause: The Trust must pay $0.75 per unissued share if the optional offering is not completed by Dec 10, 2025.
- Redemption requirement if asset coverage falls below 200%.
📋 Key Facts
- Issuance of 400,000 shares of 6.95% Series II 2029 Convertible Preferred Shares at $23.25 per share.
- Initial net proceeds expected to be approximately $9.3 million (before expenses).
- Purchasers have the right to purchase up to an additional 1,400,000 shares on or before December 10, 2025.
- If the Trust fails to sell all optional shares by Dec 10, 2025, it must pay $0.75 per unissued share to Purchasers.
- Series II 2029 Convertible Preferred Shares carry a liquidation preference of $25.00 and a fixed annual dividend rate of 6.95% ($1.7375 per share).
- The shares are senior to common shares but subordinate to the credit agreement with Société Générale.
XAI Octagon Floating Rate & Alternative Income Trust entered into a distribution agreement to facilitate the 'at-the-market' (ATM) offering of up to 15,000,000 common shares. The offering will be managed by Paralel Distributors LLC with UBS Securities LLC acting as a sub-placement agent.
🚩 Red Flags
- Potential for immediate dilution of existing shareholders through the ATM offering mechanism.
📋 Key Facts
- Entered into Distribution Agreement on June 4, 2024, with Paralel Distributors LLC.
- The Trust may offer and sell up to 15,000,000 common shares of beneficial interest.
- Offering is an 'at the market' (ATM) offering under Rule 415.
- Minimum sale price: Net Asset Value (NAV) per share plus distributor commission.
- UBS Securities LLC has entered into a sub-placement agent agreement to assist in the offering.
XAI Octagon Floating Rate & Alternative Income Trust entered into a new Investment Sub-Advisory Agreement with Octagon Credit Investors, LLC following the acquisition of Octagon's parent company by Generali Investment Holdings. The agreement maintains existing investment strategies and fee structures.
🚩 Red Flags
- Termination of a previous material sub-advisory agreement (though necessitated by an M&A event at the provider level).
📋 Key Facts
- New Investment Sub-Advisory Agreement dated April 3, 2024.
- The change was triggered by the acquisition of Conning Holdings Limited (Octagon's parent) by Generali Investment Holdings.
- Investment strategy and fee structure remain unchanged from the previous agreement.
- Terms are described as substantially similar to the terminated Previous Sub-Advisory Agreement.
XAI Octagon Floating Rate & Alternative Income Trust completed a tranche of a previously announced convertible preferred share issuance. The Trust sold 400,000 shares to Eagle Point Credit Management LLC and other purchasers on April 4, 2024.
🚩 Red Flags
- Convertible preferred shares can lead to future dilution of common shareholders upon conversion.
📋 Key Facts
- Issued and sold 400,000 Convertible Preferred Shares (6.95% Series 2029) on April 4, 2024.
- Sale price was $23.25 per share.
- Net proceeds from this tranche were approximately $9.3 million (before expenses).
- Total shares issued under the November 6, 2023 agreement now stand at 1,200,000 shares.
- The transaction was conducted via an exempt offering under Section 4(a)(2) of the Securities Act.
XAI Octagon Floating Rate & Alternative Income Trust completed a tranche of a previously announced convertible preferred share offering. The Trust issued 400,000 shares to Eagle Point Credit Management LLC and other purchasers.
🚩 Red Flags
- Convertible preferred shares are being issued at a discount to liquidation preference ($23.25 vs $25.00), which can lead to dilution of common shareholders upon conversion.
📋 Key Facts
- Issued and sold 400,000 units of 6.95% Series 2029 Convertible Preferred Shares on February 28, 2024.
- Sale price was $23.25 per share (liquidation preference of $25.00).
- Net proceeds from this tranche were approximately $9.3 million.
- Total outstanding Convertible Preferred Shares following this issuance: 800,000 shares.
- The transaction is part of a larger agreement dated November 6, 2023, to issue up to 1,200,000 shares.
XAI Octagon Floating Rate & Alternative Income Trust completed a portion of a previously announced private placement. The Trust issued 400,000 Convertible Preferred Shares to Eagle Point Credit Management LLC and other purchasers.
🚩 Red Flags
- Issuance of convertible securities can lead to potential dilution for existing common shareholders upon conversion.
📋 Key Facts
- Issued and sold 400,000 units of 6.95% Series 2029 Convertible Preferred Shares on February 14, 2024.
- Sale price was $23.25 per share (liquidation preference of $25.00).
- The transaction resulted in net proceeds of approximately $9.3 million before expenses.
- Total outstanding Convertible Preferred Shares following this issuance is 400,000 units.
- The sale was conducted under a purchase agreement originally dated November 6, 2023.
XAI Octagon Floating Rate & Alternative Income Trust announced a registered direct placement of 3,546,854 common shares at $7.0485 per share to raise approximately $25 million in gross proceeds.
🚩 Red Flags
- Potential dilution for existing shareholders due to the issuance of new common shares.
- The presence of a voting arrangement involving Eagle Point Credit Management LLC suggests concentrated control/influence over shareholder voting power.
📋 Key Facts
- Offering Type: Registered Direct Placement
- Number of Shares: 3,546,854 Common Shares
- Price per Share: $7.0485
- Estimated Net Proceeds: Approximately $25.0 million (before expenses)
- Expected Closing Date: On or about February 5, 2024
- Voting Arrangement: Purchasers and Eagle Point Credit Management LLC have granted the Trust an irrevocable proxy to vote their shares in proportion to other holders.
The Trust announced shareholder approval to amend its Declaration of Trust, transitioning from a term fund to a perpetual fund. This change includes a name change and the adoption of a new sub-advisory agreement following the acquisition of Octagon's parent company by Generali Group.
📋 Key Facts
- Shareholders approved an amendment to become a perpetual fund, eliminating the required termination date of December 31, 2029.
- The Trust will change its name from 'XAI Octagon Floating Rate & Alternative Income Term Trust' to 'XAI Octagon Floating Rate & Alternative Income Trust'.
- Effective date for the changes is February 1, 2024.
- A new sub-advisory agreement was approved involving XA Investments LLC and Octagon Credit Investors, LLC due to the acquisition of Conning Holdings Limited by Generali Group.
- Investment objectives, strategies, management team, and fee structures remain unchanged.
The Trust announced a significant management restructuring effective January 1, 2024, involving the appointment of an interested trustee and a change in lead portfolio management. Lauren Law has assumed the role of Lead Portfolio Manager, while Gretchen Lam transitioned from Lead Portfolio Manager to CEO of Octagon Credit Investors, LLC.
🚩 Red Flags
- Management turnover in key portfolio management roles can lead to strategy drift or transition risk.
- Appointment of an 'interested trustee' who previously served the investment adviser may raise related-party scrutiny.
📋 Key Facts
- Effective January 1, 2024, William T. Meyers was appointed as an interested trustee.
- Lauren Law (formerly Senior Portfolio Manager) assumed the role of Lead Portfolio Manager on January 1, 2024.
- Gretchen Lam transitioned from Lead Portfolio Manager to Chief Executive Officer of Octagon Credit Investors, LLC.
- William T. Meyers is considered an 'interested person' due to his prior role as Senior Adviser at XA Investments, LLC (the Trust’s investment adviser).