Business Context and Reporting Period
This Form 8-K filing by NXG Cushing Midstream Energy Fund (the "Fund") reports events occurring on November 21, 2023, with the report filed on November 22, 2023. The Fund is a Delaware corporation trading on the New York Stock Exchange under the symbol SRV. The primary purpose of this filing is to disclose the commencement of a rights offering and the execution of related definitive agreements.
Key Financial Metrics
This filing is a current report regarding corporate actions and does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The filing text does not provide a clear value for any financial performance indicators.
Material Changes and Corporate Actions
The Fund entered into a Dealer Manager Agreement with Cushing Asset Management, LP (d/b/a NXG Investment Management) and UBS Securities LLC to facilitate a rights offering. Key details of the offering include:
- Record Date: November 21, 2023.
- Offer Structure: One Right issued for each outstanding Common Share held on the Record Date.
- Subscription Ratio: Rights entitle holders to purchase one new Common Share for every three Rights held (1-for-3 ratio).
- Maximum Shares: Up to 728,317 new Common Shares may be issued.
- Minimum Subscription: Shareholders owning fewer than three shares are entitled to subscribe for one full share.
- Additional Agreements: The Fund also executed a Subscription Agent Agreement with Equiniti Trust Company, LLC and an Information Agent Agreement with EQ Fund Solutions, LLC.
Guidance, Outlook, and Risks
The filing does not provide forward-looking guidance, management commentary on future performance, or specific risk factors beyond the standard legal disclosures associated with the offering. The offering is being made pursuant to a prospectus supplement dated November 21, 2023, and a prospectus dated November 13, 2023, which are part of an effective shelf registration statement (File No. 333-273954). The legality of the offer was confirmed by an opinion from Skadden, Arps, Slate, Meagher & Flom LLP.
Investor Verification Checklist
- Verify the exact number of outstanding shares as of the November 21, 2023 Record Date to calculate individual entitlements.
- Review the full text of the Dealer Manager Agreement (Exhibit 1.1) for specific terms, fees, and conditions not detailed in the summary.
- Confirm the subscription price per share and the expiration date of the Rights by consulting the referenced prospectus supplement.
- Check the Fund's subsequent filings for the final results of the rights offering, including the total number of shares subscribed and capital raised.