Guggenheim Taxable Municipal Bond & Investment Grade Debt Trust

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 21, 2023 (April 12, 2023)

Guggenheim Taxable Municipal Bond & Investment Grade Debt Trust

(Exact name of Registrant as Specified in Its Charter)

Delaware

811-22437

27-3396957

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)


227 West Monroe Street
Chicago, Illinois		60606
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (312) 827-0100

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Common Shares of Beneficial Interest, $0.01 par value	GBAB	New York Stock Exchange

Item 1.01. Entry into a Material Definitive Agreement.

Guggenheim Taxable Municipal Bond & Investment Grade Debt Trust (NYSE: GBAB) (the “Trust”) has entered into a Controlled Equity Offering^SM Sales Agreement, dated October 16, 2019, as amended by First Amendment to Controlled Equity Offering^SM Sales Agreement, dated February 1, 2021, and Second Amendment to Controlled Equity Offering^SM Sales Agreement, dated April 12, 2023 (as amended, the “Sales Agreement”) by and among the Trust, the Trust’s investment adviser, Guggenheim Funds Investment Advisors, LLC, and Cantor Fitzgerald & Co. (“Cantor Fitzgerald”) relating to the Trust’s common shares of beneficial interest, par value $0.01 per share (the “Common Shares”). In accordance with the terms of the Sales Agreement, the Trust may offer and sell Common Shares having an aggregate initial offering price of up to $150,000,000, from time to time, through Cantor Fitzgerald as the Trust’s agent for the offer and sale of the Common Shares (the “Offering”).

The Offering has been made pursuant to a prospectus supplement, dated April 12, 2023, and the accompanying prospectus, dated April 12, 2023, each of which constitute part of the Trust’s effective shelf registration statement on Form N-2 (File No. 333-267848) previously filed with the Securities and Exchange Commission (the “Registration Statement”).

The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, which is in part incorporated by reference to the Registration Statement and in part filed with this report as Exhibit 1.1 and incorporated herein by reference.

Item 8.01. Other Events.

On April 12, 2023, the Trust commenced the Offering pursuant to the Registration Statement. The Trust incorporates by reference the exhibit filed herewith into the Registration Statement.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


1.1		Second Amendment to Controlled Equity Offering^SMSales Agreement, dated April 12, 2023, by and among the Trust, Guggenheim Funds Investment Advisors, LLC, and Cantor Fitzgerald & Co.

SIGNATURES

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.


GUGGENHEIM TAXABLE MUNICIPAL BOND & INVESTMENT GRADE DEBT TRUST

By:		/s/ Mark E. Mathiasen

		Name: Mark E. Mathiasen
		Title: Secretary

Date: April 21, 2023

GUGGENHEIM TAXABLE MUNICIPAL BOND & INVESTMENT GRADE DEBT TRUST

COMMON SHARES (PAR VALUE $0.01 PER SHARE)

SECOND AMENDMENT

TO
CONTROLLED EQUITY OFFERINGSM SALES AGREEMENT

April 12, 2023

THIS SECOND AMENDMENT (this “Second Amendment”) to the Sales Agreement (defined below) is entered into on and as of April 12, 2023, by and among Guggenheim Taxable Municipal Bond & Investment Grade Debt Trust, a statutory trust organized under the laws of the State of Delaware (the “Fund”), Guggenheim Funds Investment Advisors, LLC, a Delaware limited liability company (the “Adviser”) and Cantor Fitzgerald & Co. (“CF&Co”, and together with the Fund and Adviser, the “Parties”). Capitalized terms used and not defined in this Second Amendment have the meanings ascribed thereto in the Sales Agreement.

WHEREAS, the Parties entered into that certain Controlled Equity OfferingSM Sales Agreement, dated October 16, 2019 (as amended to date, the “Sales Agreement”), with respect to the issuance and sale of up to 3,000,000 shares of the Fund’s common shares of beneficial interest, par value $0.01 per share (the “Common Shares”), in at-the-market public offerings through the Agent;

WHEREAS, the Parties entered into that certain First Amendment to the Sales Agreement, dated as of February 1, 2021, to, among other things, provide for the issuance and sale of Common Shares having an aggregate initial offering price of up to $88,896,812; and

WHEREAS, the Parties desire to enter into this Second Amendment in order to further amend the Sales Agreement as set forth herein.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed as follows:

1. The first sentence of Section 1 of the Sales Agreement is hereby amended and replaced in its entirety with the following:

The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may sell through CF&Co, acting as agent and/or principal, the Fund’s common shares of beneficial interest, $0.01 par value per share (the “Common Shares”), having an aggregate initial offering price of up to $150,000,000 (the “Placement Shares”), as the Fund and CF&Co shall mutually agree from time to time.

2. The third sentence of Section 1 of the Sales Agreement is hereby amended and replaced in its entirety with the following:

The issuance and sale of the Placement Shares through CF&Co will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”) or is otherwise effective under the Securities Act (as defined below) or the rules and regulations promulgated thereunder.

3. The fifth sentence of Section 1 of the Sales Agreement is hereby amended and replaced in its entirety with the following:

The Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 (File Nos. 333-267848 and 811-22437) (the “registration statement”).

3. The first sentence of Section 6(a)(i) of the Sales Agreement is hereby amended and replaced in its entirety with the following:

The Registration Statement has been declared effective by the Commission or is otherwise effective under the Securities Act or the rules and regulations promulgated thereunder.

4. Each of the Fund and the Adviser represents to CF&Co that it has duly authorized, executed and delivered this Second Amendment.

5. Except as modified and amended in this Second Amendment, the Sales Agreement shall remain in full force and effect.

6. This Second Amendment shall be governed by and construed in accordance with the law governing the Sales Agreement.

7. This Second Amendment may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(Signature page follows)

IN WITNESS WHEREOF, the Parties have caused this Second Amendment to be duly executed as of the date first above written.

Very truly yours,

GUGGENHEIM TAXABLE MUNICIPAL BOND &

INVESTMENT GRADE DEBT TRUST

By:	/s/ Brian E. Binder
	Name: Brian E. Binder Title: President and Chief Executive Officer

GUGGENHEIM FUNDS INVESTMENT

ADVISORS, LLC

By:	/s/ Brian E. Binder
	Name: Brian E. Binder Title: President and Chief Executive Officer

Signature Page to Second Amendment to Controlled Equity OfferingSM Sales Agreement (GBAB)

ACCEPTED, as of the date first-above written:

CANTOR FITZGERALD & CO.

By:	/s/ Sage Kelly
	Name: Sage Kelly Title: Global Head of Investment Banking

Signature Page to Second Amendment to Controlled Equity OfferingSM Sales Agreement (GBAB)