As filed with the Securities and Exchange Commission
on October 20, 2026.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1)
or 13(e)(1) of the Securities Exchange Act of 1934
XAI Floating Rate & Alternative Income Trust
(Name of Subject Company (issuer))
XAI Floating Rate & Alternative Income Trust
(Name of Filing Person (offeror))
Common shares of beneficial interest,
par value $0.01 per share
(Title of Class of Securities)
98400T304
(CUSIP Number of Class of Securities)
Benjamin D. McCulloch, Esq.
XAI Floating Rate & Alternative Income Trust
321 North Clark Street, Suite 2430
Chicago, IL 60654
(312) 374-6930
(Name, Address and Telephone Number of Person Authorized
to Receive Notices
and Communications on Behalf of the Person(s) Filing
Statement)
Copy to:
Kevin T. Hardy, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
320 South Canal Street
Chicago, Illinois 60606
| ☐ | Check box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes to designate any transactions to which this
statement relates:
| ☐ | third party tender offer subject to Rule 14d-1 |
| ☒ | issuer tender offer subject to Rule 13e-4 |
| ☐ | going-private transaction subject to Rule 13e-3 |
| ☐ | amendment to Schedule 13D under Rule 13d-2 |
Check the following box if the filing is a final amendment
reporting the results of the tender offer.
This Amendment No. 1 (“Amendment No. 1”)
amends and supplements the Tender Offer Statement on Schedule TO (as amended, the “Schedule TO”) originally filed with the
Securities and Exchange Commission by XAI Floating Rate & Alternative Trust (the “Trust”), on September 18, 2026 in connection
with the offer by the Trust (the “Offer”) to purchase up to 1,903,861 (approximately 12.5%) of its issued and outstanding
common shares of beneficial interest, par value $0.01 per share (the “Common Shares”), in exchange for cash at a price equal
to 98% of the net asset value (“NAV”) per Common Share (the “Purchase Price”) determined as of the close of the
regular trading session of the New York Stock Exchange (the “NYSE”), the principal market on which the Common Shares are traded,
on the business day immediately following the day the offer expired (the “Pricing Date”), upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated September 18, 2026 (the “Offer to Repurchase”), and in the related Letter
of Transmittal.
Only those items amended or supplemented are reported
in this Amendment No. 1. Except as specifically provided herein, the information contained in the Schedule TO remains unchanged and this
Amendment No. 1 does not modify any of the information previously reported in the Schedule TO. The information which was previously filed
with the Schedule TO, including the exhibits thereto, is hereby expressly incorporated by reference into this Amendment No. 1, except
that such information is hereby amended and supplemented to the extent provided herein. You should read this Amendment No. 1 together
with the Schedule TO, the Offer to Purchase, the Letter of Transmittal, and the other exhibits attached to this Amendment No. 1 and the
Schedule TO.
ITEM
11. ADDITIONAL INFORMATION
Item 11 of the Schedule TO is hereby amended and supplemented by adding
the following information to the end thereof:
On October 20, 2026, the Trust issued a release announcing the
preliminary results of the Offer, which expired at 11:59 p.m., Eastern Time, on October 19, 2026. A copy of such release is filed herewith
as Exhibit (a)(5)(ii) and is incorporated herein by reference.
| (a)(1)(i) | Offer to Purchase, dated September 18, 2026** |
| (a)(1)(ii) | Form of Letter of Transmittal.** |
| (a)(5)(i) | Press release issued on September 18, 2026** |
| (a)(5)(ii) | Press release issued on October 20, 2026* |
| (b)(i) | Credit Agreement between the Trust and BNP Paribas SA(1) |
| (d)(i) | Standstill Agreement, dated July 27, 2026, by and between the Trust and Bulldog Investors, LLP (the “Standstill Agreement”)** |
| (d)(ii) | Amendment No. 1, dated August 6, 2026, to the Standstill Agreement** |
| ** | Previously filed with the Trust’s
Schedule TO-I on September 18, 2026. |
| (1) | Incorporated by reference to the Trust’s Current Report on Form 8-K filed on March 26, 2025. |
Filing Fee Exhibit
SIGNATURE
After due inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true, complete and correct.
| |
XAI Floating Rate & Alternative Income Trust |
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|
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By: |
/s/ Benjamin D. McCulloch |
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|
Name: |
Benjamin D. McCulloch |
| |
|
Title: |
Secretary |
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Dated: |
October 20, 2026 |
Exhibit Index
| (a)(5)(ii) | Press release issued on October 20, 2026 |
Filing Fee Exhibit
