8-K

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) January 3, 2024 (January 1, 2024)

XAI Octagon Floating Rate & Alternative Income Term Trust

(Exact name of registrant as specified in its charter)

Delaware	811-23247	82-235867
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

321 North Clark Street, Suite 2430, Chicago, Illinois	60654
(Address of principal executive offices)	(Zip Code)

Registrants telephone number, including area code (312) 374-6930

(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:

☐ 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))

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 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers

The Board of Trustees of XAI Octagon Floating Rate & Alternative Income Term Trust (the “Trust”) has appointed William T. Meyers as an interested trustee, effective as of January 1, 2024.

Mr. Meyers currently serves as President of Rivendell Financial Group, LLC (2021-present). Previously, Mr. Meyers was a Senior Advisor at XA Investments, LLC, the Trust’s investment adviser (2021-2023); Senior Managing Director (2017-2020) and Managing Director (2016-2017) of Nuveen Securities, LLC and Nuveen Fund Advisors, LLC; Senior Vice President (2010-2016) of Nuveen, and has held various positions with Nuveen since 1991.

Mr. Meyers has more than 35 years of experience in the investment management industry, and has personally been involved in origination of more than 150 publicly-traded closed end products. Mr. Meyers’s experience at Nuveen encompassed fund syndication, product development, and product and leverage management. He has a bachelor’s degree from Marquette University and an MBA from the University of Chicago Booth School of Business.

Mr. Meyers is currently considered an “interested person” of the Trust because of his prior position as a Senior Adviser of the Trust’s investment adviser.

Item 7.01. Regulation FD Disclosure

On January 3, 2024, the Trust announced that, effective January 1, 2024, Lauren Law, Senior Portfolio Manager at Octagon Credit Investors, LLC (“Octagon”) and a member of the firm’s Investment Committee, assumed the position of lead portfolio manager of the Trust. Gretchen Lam previously served as lead portfolio manager of the Trust; effective January 1, 2024, Ms. Lam serves as Chief Executive Officer of Octagon.

Ms. Law is supported by a team of Octagon investment professionals in the day-to-day management of the Trust's portfolio, including Ms. Lam, who will continue to serve on Octagon’s Investment Committee.

In connection with the foregoing, on January 3, 2024, the Trust issued a press release, which is filed as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, shall be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release, dated January 3, 2024

1

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 & ALTERNATIVE INCOME TERM TRUST
Date: January 3, 2024	By:	/s/ Benjamin D. McCulloch
	Name:	Benjamin D. McCulloch
	Title:	Secretary and Chief Legal Officer

2

EX-99.1

Exhibit 99.1

XAI Octagon Floating Rate & Alternative Income Term Trust Announces Portfolio Management Change

Chicago – January 3, 2024 – XAI Octagon Floating Rate & Alternative Income Term Trust (the "Trust") (NYSE: XFLT), a diversified, closed-end management investment company with an investment objective to seek attractive total return with an emphasis on income generation across multiple stages of the credit cycle, has announced today portfolio management changes.

Effective January 1, 2024, Lauren Law, CFA, Senior Portfolio Manager at Octagon Credit Investors (“Octagon”), and a member of the firm's Investment Committee, assumed the position of lead portfolio manager of the Trust. Ms. Law has been a member of the Trust’s portfolio management team since its inception in 2017. Gretchen Lam previously served as lead portfolio manager of the Trust; effective January 1, 2024, Ms. Lam succeeded Andrew Gordon as Chief Executive Officer of Octagon.

Ms. Law is supported by a team of Octagon investment professionals in the day-to-day management of the Trust's portfolio, including Ms. Lam who will continue to serve on the firm’s Investment Committee alongside Mr. Gordon (Executive Chair), Michael Nechamkin (Chief Investment Officer and Senior Portfolio Manager), Sean Gleason (Portfolio Manager) and Maegan Gallagher (Head of Trading and Capital Markets, and Head of Strategic Initiatives).

* * *

The investment objective of the Trust is to seek attractive total return with an emphasis on income generation across multiple stages of the credit cycle. The Trust seeks to achieve its investment objective by investing in a dynamically managed portfolio of opportunities primarily within the private credit markets. Under normal market conditions, the Trust will invest at least 80% of its Managed Assets in floating rate credit instruments and other structured credit investments. There can be no assurance that the Trust will achieve its investment objective.

The Trust’s common shares are traded on the New York Stock Exchange under the symbol "XFLT," and the Trust’s 6.50% Series 2026 Term Preferred Shares are traded on the New York Stock Exchange under the symbol "XFLTPRA".

* * *

About XA Investments

XA Investments LLC (“XAI”) serves as the Trust’s investment adviser. XAI is a Chicago-based firm founded by XMS Capital Partners in April, 2016. In addition to investment advisory services, the firm also provides investment fund structuring and consulting services focused on registered closed-end funds to meet institutional client needs. XAI offers custom product build and consulting services, including development and market research, sales, marketing, fund management and administration. XAI believes that the investing public can benefit from new vehicles to access a broad range of alternative investment strategies and managers. XAI provides individual investors with access to institutional-caliber alternative managers. For more information, please visit www.xainvestments.com.

About XMS Capital Partners

XMS Capital Partners, LLC, established in 2006, is a global, independent, financial services firm providing M&A, corporate advisory and asset management services to clients. It has offices in Chicago, Boston and London. For more information, please visit www.xmscapital.com.

About Octagon Credit Investors

Octagon Credit Investors, LLC (“Octagon”) serves as the Trust’s investment sub-adviser. Octagon is a 29-year old, $34.9B below-investment grade corporate credit investment adviser focused on leveraged loan, high yield bond and structured credit (CLO debt and equity) investments. Through fundamental credit analysis and active portfolio management, Octagon’s investment team identifies attractive relative value opportunities across below-investment grade asset classes, sectors, and issuers. Octagon’s investment philosophy and methodology encourage and rely upon dynamic internal communication to manage portfolio risk. Over its history, the firm has applied a disciplined, repeatable, and scalable approach in its effort to generate attractive risk-adjusted returns for its investors. For more information, please visit www.octagoncredit.com.

* * *

XAI does not provide tax advice; please consult a professional tax advisor regarding your specific tax situation. Income may be subject to state and local taxes, as well as the federal alternative minimum tax.

Investors should consider the investment objectives and policies, risk considerations, charges and expenses of the Trust carefully before investing. For more information on the Trust, please visit the Trust’s webpage at www.xainvestments.com.

This press release shall not constitute an offer to sell or a solicitation to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer or solicitation or sale would be unlawful prior to registration or qualification under the laws of such state or jurisdiction.

NOT FDIC INSURED     NO BANK GUARANTEE MAY LOSE VALUE

* * *

Foreside Fund Services, LLC - Distributor

Media Contact:

Kimberly Flynn, Managing Director
XA Investments LLC
Phone: 888-903-3358

Email: KFlynn@XAInvestments.com

www.xainvestments.com

XML

Cover	Jan. 01, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 01, 2024
Entity File Number	811-23247
Entity Registrant Name	XAI Octagon Floating Rate & Alternative Income Term Trust
Entity Central Index Key	0001703079
Entity Tax Identification Number	82-2305867
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	321 North Clark Street
Entity Address, Address Line Two	Suite 2430
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60654
City Area Code	312
Local Phone Number	374-6930
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Shares of Beneficial Interest
Title of 12(b) Security	Common Shares of Beneficial Interest
Trading Symbol	XFLT
Security Exchange Name	NYSE
6.50% Series 2026
Title of 12(b) Security	6.50% Series 2026
Trading Symbol	XFLTPRA
Security Exchange Name	NYSE