[8-K] NXG NextGen Infrastructure Income Fund Reports Material Event

Rhea-AI Filing Summary

NXG NextGen Infrastructure Income Fund (NYSE: NXG) filed an 8-K announcing it has launched a transferable rights offering dated 21 Jul 2025. Each shareholder of record on that date will receive one Right for every common share held; three Rights allow subscription for one new common share. Up to 1,414,904 new shares (par $0.001) may be issued, representing potential dilution of c. 33% if fully subscribed. Holders who fully exercise can oversubscribe for shares not taken up, and investors with <3 shares may buy one full share.

The Fund entered into:

• Dealer Manager Agreement with UBS Securities LLC to market and manage the offer.
• Subscription Agent Agreement with Equiniti Trust Company, LLC.
• Information Agent Agreement with EQ Fund Solutions, LLC.

All agreements were executed on 21 Jul 2025 and are filed as Exhibits 1.1, 10.1 and 10.2. A legal opinion from Skadden, Arps, Slate, Meagher & Flom LLP (Ex. 5.1) supports the share issuance.

The rights offering is being made under the Fund’s shelf registration statement (Form N-2, File No. 333-287058) via prospectus supplement dated 21 Jul 2025. No financial performance data were disclosed.

Positive

• Potential capital infusion could expand assets under management, supporting scale efficiencies and broader investment opportunities.
• Appointment of UBS Securities LLC as dealer manager may enhance marketing reach and subscription success.

Negative

• Up to 33% share dilution for holders who do not fully exercise their rights.
• Rights offering expenses and underwriting fees will reduce net proceeds available for investment.

Insights

Closed-End Fund Analyst

TL;DR: Rights offering raises fresh capital but introduces 33% dilution for non-participants.

The transferable 1-for-3 rights structure is typical for closed-end funds seeking growth capital without leverage expansion. If fully subscribed, gross proceeds (price not yet disclosed) could materially enlarge the asset base, improving fee scale and secondary-market liquidity. UBS as dealer manager should aid take-up, while oversubscription privileges limit orphaned rights. However, existing holders who do not exercise risk immediate NAV dilution and potential price pressure as new shares come to market. Execution risk is moderate given established agents and legal backing.

Portfolio Manager

TL;DR: Neutral-to-slightly negative near term; benefit depends on deployment of new assets.

While additional capital can enhance portfolio diversification in infrastructure securities, raising up to ~33% more shares dilutes earnings and distributions until funds are invested accretively. Market reaction often hinges on discount to NAV at which rights are priced; absent that detail, impact is indeterminate. Transferability and oversubscription features may mitigate value leakage, yet transaction costs and underwriting fees reduce net proceeds. I assign a neutral rating pending pricing specifics.

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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) July 21, 2025

NXG NextGen Infrastructure Income Fund

(Exact name of registrant as specified in its charter)

Delaware		811-22499		46-0742000
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

One Energy Square, 4925 Greenville Avenue, Suite 1310, Dallas, Texas		75206
(Address of principal executive offices)		(Zip Code)

Registrants telephone number, including area code (214) 692-6334

(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	NXG	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 1.01. Entry into a Material Definitive Agreement.

On July 21, 2025, NXG NextGen Infrastructure Income Fund (the “Fund”) entered into a dealer manager agreement (the “Dealer Manager Agreement”) by and among the Fund, Cushing^® Asset Management, LP, d/b/a NXG Investment Management and UBS Securities LLC in connection with the issuance by the Fund to the holders of record (the “Record Date Shareholders”) at the close of business on July 21, 2025 (the “Record Date”) transferable rights (each a “Right” and, collectively, the “Rights”) entitling such Record Date Shareholders to subscribe for up to 1,414,904 common shares of beneficial interest, par value $0.001 per share (the “Common Shares”), of the Fund (the “Offer”). The Record Date Shareholders will receive one Right for each outstanding Common Share owned on the Record Date. The Rights entitle the holders to purchase one new Common Share for every three Rights held (1 for 3). Record Date Shareholders who fully exercise their Rights will be entitled to subscribe, subject to certain limitations and subject to allotment, for additional Common Shares covered by any unexercised Rights. Any Record Date Shareholder who owns fewer than three Common Shares as of the close of business on the Record Date is entitled to subscribe for one full Common Share in the Offer.

The Offer is being made pursuant a prospectus supplement, dated July 21, 2025, and the accompanying prospectus, dated July 9, 2025, each of which constitute part of the Fund’s effective shelf registration statement on Form N-2 (File No. 333-287058) previously filed with the Securities and Exchange Commission (the “Registration Statement”).

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

In connection with the Offer, the Fund entered into a Subscription Agent Agreement, dated July 21, 2025, with Equiniti Trust Company, LLC (“Subscription Agent Agreement”), and an Information Agent Agreement, dated July 21, 2025, with EQ Fund Solutions, LLC (“Information Agent Agreement”) to provide services with respect to the Offer.

The foregoing description is only a summary of the Subscription Agent Agreement and Information Agent Agreement and is qualified in its entirety by reference to the text of the Subscription Agent Agreement filed with this report as Exhibit 10.1 and incorporated herein by reference and Information Agent Agreement filed with this report as Exhibit 10.2 and incorporated herein by reference.

Item 8.01 Other Events.

On July 21, 2025, the Fund commenced the Offer pursuant to the Registration Statement. A copy of the opinion of Skadden, Arps, Slate, Meagher & Flom LLP relating to the legality of the Offer 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	Dealer Manager Agreement, dated July 21, 2025
	5.1	Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
	10.1	Subscription Agent Agreement, dated July 21, 2025
	10.2	Information Agent Agreement, dated July 21, 2025
	23.1	Consent of Skadden, Ars, Slate, Meagher & Flom LLP (included in Exhibit 5.1)
	99.1	Form of Notice of Guaranteed Delivery for Rights Offering
	99.2	Form of Subscription Certificate for Rights Offering

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: July 23, 2025	By:	/s/ Blake Nelson
	Name:	Blake Nelson
	Title:	Chief Financial Officer

FAQ

What did NXG announce in its July 21 2025 Form 8-K?

The fund launched a transferable rights offering allowing holders to buy up to 1,414,904 new common shares on a 1-for-3 basis.

How many rights does an NXG shareholder need to buy one new share?

Three Rights are required to subscribe for one new common share.

What is the record date for determining NXG rights holders?

July 21 2025 is the record date for entitlement to receive Rights.

Who is acting as dealer manager for the NXG rights offering?

UBS Securities LLC was engaged under a Dealer Manager Agreement dated July 21 2025.

Will NXG shareholders experience dilution?

Yes; if they do not fully exercise their Rights, their ownership could be diluted by up to approximately 33%.