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NXG Cushing® Midstream Energy Fund (NYSE: SRV) Announces Terms of Rights Offering and Announces December Monthly Distribution

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NXG Cushing® Midstream Energy Fund (NYSE: SRV) has announced a rights offering to existing shareholders. The offer allows shareholders to purchase one new common share for every three rights held. The subscription price will be 92.5% of the average last reported sales price over five trading days, with a minimum of 89% of NAV. The record date is expected to be October 23, 2024, and the offer is anticipated to expire on November 14, 2024.

Additionally, the Fund has changed the record date for its November distribution to November 4, 2024. The $0.45 per share distribution will be payable on November 29, 2024. This distribution will not apply to shares issued after the new record date through the rights offering.

Il NXG Cushing® Midstream Energy Fund (NYSE: SRV) ha annunciato un offerta di diritti per gli azionisti esistenti. L'offerta consente agli azionisti di acquistare una nuova azione comune per ogni tre diritti detenuti. Il prezzo di sottoscrizione sarà il 92,5% del prezzo medio di vendita riportato negli ultimi cinque giorni di trading, con un minimo dell'89% del NAV. La data di registrazione è prevista per il 23 ottobre 2024 e si prevede che l'offerta scada il 14 novembre 2024.

Inoltre, il Fondo ha cambiato la data di registrazione per la sua distribuzione di novembre al 4 novembre 2024. La distribuzione di $0,45 per azione sarà pagabile il 29 novembre 2024. Questa distribuzione non si applicherà alle azioni emesse dopo la nuova data di registrazione tramite l'offerta di diritti.

El NXG Cushing® Midstream Energy Fund (NYSE: SRV) ha anunciado una oferta de derechos para los accionistas existentes. La oferta permite a los accionistas comprar una nueva acción ordinaria por cada tres derechos que posean. El precio de suscripción será el 92,5% del precio medio de venta reportado durante los últimos cinco días de negociación, con un mínimo del 89% del NAV. La fecha de registro se espera que sea el 23 de octubre de 2024 y se anticipa que la oferta expire el 14 de noviembre de 2024.

Adicionalmente, el Fondo ha cambiado la fecha de registro para su distribución de noviembre al 4 de noviembre de 2024. La distribución de $0,45 por acción se pagará el 29 de noviembre de 2024. Esta distribución no se aplicará a las acciones emitidas después de la nueva fecha de registro a través de la oferta de derechos.

NXG Cushing® Midstream Energy Fund (NYSE: SRV)는 기존 주주를 대상으로 권리 공모를 발표했습니다. 이 제안은 주주가 보유한 세 권리에 대해 새로운 보통주 한 주를 구매할 수 있도록 허용합니다. 청약 가격은 최근 5일간 보고된 평균 판매가의 92.5%로 책정되며, NAV의 최소 89%입니다. 기준일은 2024년 10월 23일로 예상됩니다 와 제안은 2024년 11월 14일에 만료될 것으로 보입니다.

추가로, 펀드는 11월 분배의 기준일을 2024년 11월 4일로 변경했습니다. 주당 $0.45의 분배금은 2024년 11월 29일에 지급될 예정입니다. 이 분배금은 권리 공모를 통해 새로운 기준일 이후 발행된 주식에는 적용되지 않습니다.

Le NXG Cushing® Midstream Energy Fund (NYSE: SRV) a annoncé une offre de droits pour les actionnaires existants. L'offre permet aux actionnaires d'acheter une nouvelle action ordinaire pour trois droits détenus. Le prix de souscription sera de 92,5 % du prix de vente moyen dernier reporté sur cinq jours de négociation, avec un minimum de 89 % de la NAV. La date d'enregistrement est prévue pour le 23 octobre 2024 et l'offre devrait expirer le 14 novembre 2024.

De plus, le Fonds a changé la date d'enregistrement pour sa distribution de novembre au 4 novembre 2024. La distribution de 0,45 $ par action sera payable le 29 novembre 2024. Cette distribution ne s'appliquera pas aux actions émises après la nouvelle date d'enregistrement dans le cadre de l'offre de droits.

Der NXG Cushing® Midstream Energy Fund (NYSE: SRV) hat ein Rechtsangebot für bestehende Aktionäre angekündigt. Das Angebot ermöglicht es den Aktionären, eine neue Stammaktie für jeweils drei gehaltene Rechte zu erwerben. Der Zeichnungspreis beträgt 92,5% des durchschnittlichen zuletzt gemeldeten Verkaufspreises über fünf Handelstage, mit einem Minimum von 89% des NAV. Das Stichtagsdatum wird voraussichtlich der 23. Oktober 2024 sein und das Angebot soll am 14. November 2024 auslaufen.

Darüber hinaus hat der Fonds das Stichtagsdatum für die Novemberverteilung auf den 4. November 2024 geändert. Die Ausschüttung von 0,45 $ pro Aktie wird am 29. November 2024 ausgezahlt. Diese Ausschüttung gilt nicht für nach dem neuen Stichtag ausgegebene Aktien im Rahmen des Rechtsangebots.

Positive
  • Rights offering allows existing shareholders to purchase additional shares at a discount
  • Opportunity for the Fund to increase assets for investment
  • Potential for the Fund to take advantage of new investment opportunities
  • Rights are transferable and expected to be traded on NYSE
Negative
  • Expenses associated with the offer will be indirectly borne by shareholders
  • Potential dilution for shareholders who do not participate in the rights offering
  • 100% of the November distribution is estimated to be a return of capital, not income

Insights

This rights offering by NXG Cushing® Midstream Energy Fund (SRV) is a significant event for investors. The fund is issuing transferable rights to existing shareholders, allowing them to purchase additional shares at a discount. Key points:

  • Shareholders will receive 1 right for each share owned, with 3 rights needed to purchase 1 new share
  • The subscription price will be 92.5% of the average closing price over 5 days, with a minimum of 89% of NAV
  • This could dilute existing shareholders who don't participate, but also provides an opportunity to increase holdings at a discount
  • The fund aims to raise capital for new investment opportunities, potentially benefiting long-term performance
  • The offering may impact short-term share price and trading dynamics

Additionally, the change in the November distribution record date to November 4 is notable, as it affects who receives the $0.45 per share payout. Investors should carefully consider the terms and potential impacts before deciding whether to participate in the rights offering.

This rights offering presents both opportunities and challenges for SRV investors:

  • Potential dilution: Non-participating shareholders may see their ownership stake diluted, potentially impacting share value
  • Discounted entry: The offering provides a chance to acquire shares below market price, which could be attractive for bullish investors
  • Fund growth: Additional capital could allow the fund to pursue new investments, potentially improving long-term performance
  • Market impact: The rights issuance may create short-term price volatility and increased trading volume
  • Distribution considerations: The changed record date for the November distribution affects eligibility, which is important for income-focused investors

Investors should weigh these factors against their investment goals and current market conditions. The rights offering's success will depend on shareholder participation and the fund's ability to effectively deploy the new capital. Monitor the subscription period closely, as it may impact trading strategies and portfolio allocations.

DALLAS, Oct. 10, 2024 /PRNewswire/ -- The board of trustees (the "Board") of NXG Cushing® Midstream Energy Fund (NYSE: SRV) (the "Fund") has approved the terms of the issuance of transferable rights ("Rights") to the holders of the Fund's common shares (the "Common Shareholders") of beneficial interest, par value $0.001 per share ("Common Shares"), as of the record date, entitling the holders of those Rights to subscribe for Common Shares (the "Offer"). The Board, based on the recommendations and presentations of the Fund's investment adviser, Cushing® Asset Management, LP, doing business as NXG Investment Management (the "Investment Adviser"), and others, has determined that it is in the best interests of the Fund and the Common Shareholders to conduct the Offer and thereby to increase the assets of the Fund available for investment. In making this determination, the Board considered a number of factors, including potential benefits and costs. In particular, the Board considered the Investment Adviser's belief that the Offer would enable the Fund to take advantage of existing and future investment opportunities that may be or may become available, consistent with the Fund's investment objective to obtain a high after-tax total return from a combination of capital appreciation and current income. The Offer also seeks to provide an opportunity to existing Common Shareholders to purchase Common Shares at a discount to market price (subject to a sales load).

The record date for the Offer is currently expected to be October 23, 2024 (the "Record Date"). The Fund will distribute to Common Shareholders on the Record Date ("Record Date Common Shareholders") one Right for each Common Share held on the Record Date. Common Shareholders will be entitled to purchase one new Common Share for every three Rights held (1 for 3); however, any Record Date Common Shareholder who owns fewer than three Common Shares as of the Record Date will be entitled to subscribe for one Common Share. Fractional Common Shares will not be issued.

The proposed subscription period will commence on the Record Date and is currently anticipated to expire on November 14, 2024, unless extended by the Fund (the "Expiration Date"). Rights may be exercised at any time during the subscription period. The Rights are transferable and are expected to be admitted for trading on the New York Stock Exchange LLC (the "NYSE") under the symbol "SRV RT" during the course of the Offer.

The subscription price per Common Share (the "Subscription Price") will be determined on the Expiration Date and will be equal to 92.5% of the average of the last reported sales price of a Common Share of the Fund on the NYSE on the Expiration Date and each of the four (4) immediately preceding trading days (the "Formula Price"). If, however, the Formula Price is less than 89% of the Fund's net asset value per Common Share at the close of trading on the NYSE on the Expiration Date, the Subscription Price will be 89% of the Fund's net asset value per Common Share at the close of trading on the NYSE on that day. The estimated Subscription Price has not yet been determined by the Fund.

Record Date Common Shareholders who exercise all of their primary subscription Rights will be eligible for an over-subscription privilege entitling Record Date Common Shareholders to subscribe, subject to certain limitations and allotment, for any additional Common Shares not purchased pursuant to the primary subscription.

The Offer will be made only by means of a prospectus supplement and accompanying prospectus. The Fund expects to mail subscription certificates evidencing the Rights and a copy of the prospectus supplement and accompanying prospectus for the Offer to Record Date Common Shareholders within the United States shortly following the Record Date. To exercise their Rights, Common Shareholders who hold their Common Shares through a broker, custodian or trust company should contact such entity to forward their instructions to either exercise or sell their Rights on their behalf. Common Shareholders who do not hold Common Shares through a broker, custodian, or trust company should forward their instructions to either exercise or sell their Rights by completing the subscription certificate and delivering it to the subscription agent for the Offer, together with their payment, at one of the locations indicated on the subscription certificate or in the prospectus supplement.

The Fund will pay expenses associated with the Offer which will be borne indirectly by the Fund's Common Shareholders.

The Fund reserves the right to modify, postpone or cancel the Offer.

November Distribution Record Date Change

The Fund has previously declared a monthly distribution of $0.45 per Common Share payable on November 29, 2024, to Common Shareholders of record as of November 15, 2024. The Board has changed the record date for such November distribution to November 4, 2024. Accordingly, the monthly distribution of $0.45 per Common Share for November 2024 will be payable to Common Shareholders pursuant to the table below.

Record Date

Ex-Dividend Date

Payment Date

Distribution Amount

Return of Capital Estimate

11/4/2024

11/4/2024

11/29/2024

$0.45

100%1

  1. Return of capital is the return of a portion of the shareholder's original investment. The return of capital estimate is based on the Fund's current anticipated earnings and profits for the fiscal year and does not include a projection of gains and losses on the sale of securities which may occur during the remainder of the year. A return of capital distribution does not necessarily reflect the Fund's investment performance and should not be confused with "yield" or "income." Therefore, investors should not draw any conclusions about the Fund's investment performance from the amount of any distribution. The final determination of the source of the Fund's distributions will be made and reported to shareholders in early 2025, after the end of the calendar year when the Fund determines its earnings and profits for the year. The final tax status of each distribution may differ substantially from this preliminary information.

The distribution shall be paid on the payment date unless the payment of such distribution is deferred by the Fund's Board of Trustees upon a determination that such deferral is required in order to comply with applicable law or to ensure that the Fund remains solvent and able to pay its debts as they become due and continue as a going concern.

The November monthly distribution will not be payable with respect to Common Shares that are issued pursuant to the Offer after November 4, 2024.

In addition, the Fund has previously declared a regular monthly distribution to Common Shareholders in an amount of $0.45 per share payable on October 31, 2024, with a record date of October 15, 2024, which will not be payable with respect to Common Shares that are issued pursuant to the Offer.

The information herein is not complete and is subject to change. A registration statement relating to these securities has been filed with the SEC but has not yet become effective. The securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective.

This document is not an offer to sell any securities and is not soliciting an offer to buy any securities in any jurisdiction where the offer or sale is not permitted. This document is not an offering, which can only be made by a prospectus supplement and accompanying prospectus, once the registration statement has become effective. Investors should consider the Fund's investment objectives, risks, charges and expenses carefully before investing. The Fund's prospectus supplement and accompanying prospectus, when available, will contain this and additional information about the Fund and additional information about the Offer, and should be read carefully before investing. For further information regarding the Offer, or to obtain a prospectus supplement and the accompanying prospectus, when available, please contact the Fund's information agent:

EQ Fund Solutions, LLC
55 Challenger Road, Suite 201
Ridgefield Park, NJ 07660
(800) 817-5469

About NXG Investment Management

The Investment Adviser is an SEC-registered investment adviser headquartered in Dallas, Texas. Cushing serves as investment adviser to affiliated funds and managed accounts. Cushing Asset Management, LP is doing business as NXG Investment Management, providing Next Generation investment strategies to investors seeking long-term growth in companies focused on a clean and sustainable future as well as traditional and transformational infrastructure companies.

About NXG Cushing® Midstream Energy Fund

The Fund is a non-diversified, closed-end management investment company with an investment objective to obtain a high after-tax total return from a combination of capital appreciation and current income. The Fund seeks to achieve its investment objective by investing, under normal market conditions, at least 80% of Managed Assets in a portfolio of midstream energy investments. The Fund considers midstream energy investments to be investments that offer economic exposure to securities of midstream energy companies, which are companies that provide midstream energy services, including the gathering, transporting, processing, fractionation, storing, refining and distribution of natural resources, such as natural gas, natural gas liquids, crude oil refined petroleum products, biofuels, carbon sequestration, solar, and wind. The Fund considers a company to be a midstream energy company if at least 50% of its assets, income, sales or profits are committed to, derived from or otherwise related to midstream energy services. The Fund's Common Shares are traded on the NYSE under the symbol "SRV."

The Fund utilizes leverage as part of its investment strategy. There can be no assurance that the Fund will achieve its investment objectives.

IMPORTANT INFORMATION

This press release contains certain statements that may include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical fact, included herein are "forward-looking statements." Although the Fund and the Investment Adviser believe that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. Actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Fund's reports that are filed with the Securities and Exchange Commission. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Other than as required by law, the Fund and the Investment Adviser do not assume a duty to update these forward-looking statements.

For information about the Fund, please contact your financial advisor.

Contact:

Blake Nelson
NXG Investment Management
214-692-6334
www.nxgim.com

NOT FDIC INSURED                      NO BANK GUARANTEE               MAY LOSE VALUE

Cision View original content:https://www.prnewswire.com/news-releases/nxg-cushing-midstream-energy-fund-nyse-srv-announces-terms-of-rights-offering-and-announces-december-monthly-distribution-302273378.html

SOURCE Cushing® Asset Management, LP d/b/a NXG Investment Management

FAQ

What is the rights offering ratio for NXG Cushing® Midstream Energy Fund (SRV)?

The rights offering allows shareholders to purchase one new common share for every three rights held.

When is the record date for SRV's rights offering?

The record date for the rights offering is expected to be October 23, 2024.

What is the subscription price for SRV's rights offering?

The subscription price will be 92.5% of the average last reported sales price over five trading days, with a minimum of 89% of NAV.

When does the rights offering for SRV expire?

The rights offering is anticipated to expire on November 14, 2024, unless extended by the Fund.

What is the new record date for SRV's November 2024 distribution?

The new record date for the November 2024 distribution is November 4, 2024.

NXG Cushing Midstream Energy Fund

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