NXG NextGen Infrastructure Income Fund filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On March 14, 2025, NXG NextGen Infrastructure Income Fund (NYSE: NXG) (the “Fund”) entered into an amended and restated distribution agreement (the “Distribution Agreement”) with Foreside Fund Services, LLC (the “Distributor”), pursuant to which the Fund may offer and sell up to 1,450,000 common shares of beneficial interest of the Fund, par value $0.001 per share (the “Common Shares”), from time to time, through the Distributor, in transactions deemed to be “at the market” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Offering”). The minimum price on any day at which Common Shares may be sold will not be less than the then current net asset value per Common Share plus the per Common Share amount of the commission to be paid to the Distributor.
Pursuant to the Distribution Agreement, the Distributor may enter into sub-placement agent agreements with one or more selected dealers. The Distributor has entered into an amended and restated sub-placement agent agreement, dated March 14, 2025 (the “Sub-Placement Agent Agreement”), with UBS Securities LLC (the “Sub-Placement Agent”) relating to the Common Shares to be offered under the Distribution Agreement.
The Offering is being made pursuant a prospectus supplement, dated March 14, 2025 and the accompanying prospectus, dated June 10, 2024, each of which constitute part of the Fund’s effective shelf registration statement on Form N-2 (File No. 333-278194) previously filed with the Securities and Exchange Commission (the “Registration Statement”).
The foregoing descriptions of the Distribution Agreement and the Sub-Placement Agent Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Distribution Agreement filed with this report as Exhibit 1.1 and incorporated herein by reference, and the full text of the Sub-Placement Agent Agreement filed with this report as Exhibit 1.2 and incorporated herein by reference.
| Item 8.01. | Other Events |
On March 17, 2025, the Fund commenced the Offering pursuant to the Fund’s Registration Statement. A copy of the opinion of Skadden, Arps, Slate, Meagher & Flom LLP relating to the legality of the Common Shares is filed as Exhibit 5.1 to this report.
The Fund incorporates by reference the exhibits filed herewith into the Registration Statement.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 1.1 | Distribution Agreement between the Registrant and Foreside Fund Services, LLC |
| 1.2 | Sub-Placement Agent Agreement between Foreside Fund Services, LLC and UBS Securities LLC |
| 5.1 | Opinion of Skadden, Arps, Slate, Meagher & Flom LLP |
| 23.1 | Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1) |
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.
| NXG NEXTGEN INFRASTRUCTURE INCOME FUND | |||
| Date: March 17, 2025 | By: | /s/ Blake Nelson | |
| Name: | Blake Nelson | ||
| Title: | Chief Financial Officer and Treasurer | ||