8-K - XFLT - Equibles

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)February 27, 2023 (February 23, 2023)

XAI

Octagon Floating Rate & Alternative Income Term Trust

(Exact name of registrant as specified in itscharter)

Delaware	811-23247	82-235867
(State or other jurisdiction<br><br> <br>of incorporation)	(Commission<br><br> <br>File Number)	(IRS Employer<br><br> <br>Identification No.)
321 North Clark Street, Suite 2430, Chicago, Illinois	60654
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(Address of principal executive offices)	(Zip Code)

Registrants telephone number, including area

code (312) 374-6930

(Former name or former address, if changed sincelast 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:

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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	XFLT	New York Stock Exchange
6.50% Series 2026 Term Preferred Shares (Liquidation Preference $25.00)	XFLTPRA	New York Stock Exchange

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<br>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 new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.	Entry into a Material Definitive Agreement.

On February 23, 2023, XAI Octagon Floating Rate & Alternative Income Term Trust (NYSE: XFLT) (the “Trust”) entered into an amendment (the “Amendment”) to the purchase agreement dated June 28, 2022 (the “Purchase Agreement”) by and among 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 6.00% Series 2029 Convertible Preferred Shares, liquidation preference of $25.00 (the “Convertible Preferred Shares”), at a price equal to $23.25 per Convertible Preferred Share, in a transaction exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933.

Pursuant to the Purchase Agreement, the Purchasers agreed to purchase up to 800,000 additional Convertible Preferred Shares (the “Additional Shares”), at one or more subsequent closings, as determined by the Trust in its discretion, on or before June 30, 2023. Pursuant to the Amendment, the Purchasers have agreed to purchase the Additional Shares at one or more subsequent closings, as determined by the Trust in its discretion, on or before December 31, 2023. In the event the Trust does not elect to sell to the Purchasers all of the Additional Shares which the Purchasers have agreed to purchase by December 31, 2023, the Trust will pay to the Purchasers an amount equal to $0.75 per unissued Convertible Preferred Share. In addition, for so long as the Convertible Preferred Shares are outstanding, the Purchasers have agreed not to sell in any day, in the aggregate, an amount of common shares of beneficial interest of the Trust exceeding the greater of (i) 20% of the previous 20 trading days’ average trading volume and (ii) 20% of the current day’s trading volume.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment filed with this report as Exhibit 10.1 and incorporated herein by reference.

A copy of the Purchase Agreement was filed as Exhibit 10.1 to the Trust’s Form 8-K filed on June 29, 2022.

Item 9.01	Financial Statements and Exhibits.
(d)	Exhibits
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10.1	Amendment to Purchase Agreement, dated February 23, 2023, among the Trust, Eagle Point Credit Management LLC and the Purchasers
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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 &<br><br> ALTERNATIVE INCOME TERM TRUST
Date: February 27, 2023	By:	/s/ Kimberly Flynn
	Name:	Kimberly Flynn
	Title:	Vice President

Exhibit 10.1

AMENDMENTTO PURCHASE AGREEMENT

THIS AMENDMENT dated as of February 23, 2023 (this “Amendment”), to the Purchase Agreement dated as of June 28, 2022 (the “Agreement”), by and among XAI Octagon Floating Rate & Alternative Income Term Trust, a Delaware statutory trust (the “Trust”), Eagle Point Credit Management LLC (“Eagle Point”) and each of Eagle Point Defensive Income Fund US LP, EP DIF Cayman I LP, Eagle Point Defensive Income M LP, Eagle Point Defensive Income Fund NJ LP (each, a “Purchaser” and collectively the “Purchasers”).

WHEREAS, the Trust, Eagle Point and the Purchasers wish to amend the Agreement as herein provided;

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

1.	Additional<br> Shares Amendment. Section 1.3 of the Agreement is amended and replaced in its entirety<br> to read as follows:

“1.3 Purchases and Sales of Additional Shares. Each Purchaser, severally and not jointly, hereby agrees to purchase up to an additional number of Convertible Preferred Shares specified on Appendix A to this Agreement (all such Preferred Shares, the “Additional Shares” and, together with the Initial Shares, the “Shares”) at the purchase price of $23.25 per Additional Share. Each Purchaser, severally and not jointly, shall purchase Additional Shares in the same proportion as the number of Shares purchased by each Purchaser at the Initial Closing at such times, dates and locations as determined by the Trust in its discretion on or before December 31, 2023 (each such purchase of Additional Shares, a “Subsequent Closing” and, together with the Initial Closing, each a “Closing”).”

2.	Unissued<br> Shares Amendment. Section 3.1 of the Agreement is amended and replaced in its entirety<br> to read as follows:

“3.1 Unissued Additional Shares Payment. In the event the Trust does not sell to each Purchaser all Additional Shares which such Purchaser has agreed to purchase by December 31, 2023, the Trust will pay to each Purchaser an amount equal to $0.75 per unissued Additional Share.”

3.	Sale<br> of Common Shares Amendment. Section 3.6 of the Agreement is amended and replaced in its<br> entirety to read as follows:

“3.6 Limitation on Sale of Common Shares. For so long as the Convertible Preferred Shares are outstanding, Eagle Point and any successor investment adviser responsible for managing an investment in the Shares, shall not and shall not cause any Purchaser to, or in the event that no investment adviser is responsible for managing the Shares, each Purchaser shall not, sell, offer, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, otherwise transfer or dispose of or enter into any swap or other agreement, arrangement, hedge or transaction that transfers into another, in whole or in part, directly or indirectly, and of the economic consequences of ownership of any Common Shares of the Trust that they hold, whether now owned or hereafter acquired (including pursuant to the conversion of the Convertible Preferred Shares), to the extent (but only to the extent) that the aggregate number of Common Shares so sold, transferred or otherwise disposed of by the holders of Convertible Preferred shares, in the aggregate, on any one day would exceed the greater of (i) 20% of the average daily trading volume of the Common Shares over the twenty (20) Trading Days immediate preceding such day and (ii) 20% of the current Trading Day’s trading volume of the Common Shares.”

4.	Conditions<br> to Effectiveness. This Amendment shall become effective as of the date of hereof and<br> upon the execution and delivery by each party hereto.
5.	Counterparts.<br> This Amendment may be executed in counterparts, each of which shall be an original and all<br> of which shall constitute one and the same amendment. Delivery of an executed signature page<br> of this Amendment by facsimile or other electronic transmission shall be effective as delivery<br> of a manually executed counterpart hereof.
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6.	Governing<br> Law. This Amendment shall be governed by, and construed in accordance with, the laws<br> of the State of Delaware, without giving effect to the choice of law principles thereof.
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7.	Headings.<br> The headings of the sections and subsections hereof are provided for convenience only and<br> shall not in any way affect the meaning or construction of any provision of this Amendment.
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[signaturepage follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the date first written above.

XAI OCTAGON FLOATING RATE & ALTERNATIVE INCOME TERM TRUST

/s/ Authorized Signatory

Name: Authorized Signatory

Title: Authorized Signatory

EAGLE POINT CREDIT MANAGEMENT, LLC

(solely with respect to Section 3 of this Amendment)

/s/ Authorized Signatory

Name: Authorized Signatory

Title: Authorized Signatory

PURCHASERS:

By:	EAGLE POINT CREDIT MANAGEMENT, LLC

On behalf of the Purchasers:

Eagle Point Defensive Income Fund US LP; EP DIF Cayman I LP;

Eagle Point Defensive Income M LP;

Eagle Point Defensive Income Fund NJ LP

/s/ Authorized Signatory

Name: Authorized Signatory

Title: Authorized Signatory

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