39 unchanged sentences
Three Months Ended
−Removed: March 31, Year Ended
+Added: June 30, Six Months Ended
+Added: June 30, Year Ended
2021 2020 2021 2020 2020
−Removed: (unaudited) (unaudited)
+Added: (unaudited) (unaudited) (unaudited) (unaudited)
Investment income
26 unchanged sentences
Foreign currency (4) (6) (11) (8) 26
−Removed: Net realized losses (4,128) (4,196) (69,872)
+Added: Net realized gains (losses) 441 (10,986) (3,687) (15,182) (69,872)
Net change in unrealized appreciation (depreciation) on:
13 unchanged sentences
Three Months Ended
−Removed: March 31, Year Ended
+Added: June 30, Six Months Ended
+Added: June 30, Year Ended
2021 2020 2021 2020 2020
−Removed: (unaudited) (unaudited)
+Added: (unaudited) (unaudited) (unaudited) (unaudited)
Changes in net assets from operations:
Net investment income $ 18,686 $ 13,916 $ 36,285 $ 35,577 $ 78,728
−Removed: Net realized loss on investments (4,121) (4,194) (69,898)
+Added: Net realized gain (loss) on investments 445 (10,980) (3,676) (15,174) (69,898)
Net realized (loss) gain on foreign currency (4) (6) (11) (8) 26
7 unchanged sentences
Repurchase of common stock (5,163) (14) (10,454) (8,085) (23,300)
−Removed: Net increase (decrease) in net assets resulting from capital share transactions 1 — (2)
+Added: Net decrease in net assets resulting from capital share transactions (31) (15) (30) (15) (2)
Total increase (decrease) in net assets 12,938 16,572 47,624 (110,133) (74,307)
8 unchanged sentences
Three Months Ended
−Removed: March 31, Year Ended
+Added: June 30, Six Months Ended
+Added: June 30, Year Ended
2021 2020 2021 2020 2020
−Removed: (unaudited) (unaudited)
+Added: (unaudited) (unaudited) (unaudited) (unaudited)
Operating activities:
Net increase (decrease) in net assets resulting from operations $ 27,969 $ 16,587 $ 77,683 $ (89,325) $ (11,022)
−Removed: Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by operating activities:
+Added: Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash (used in) provided by operating activities:
Net accretion of discount on investments (2,733) (1,836) (5,905) (7,017) (13,214)
2 unchanged sentences
Paid-in-kind interest and dividends capitalized (5,303) (4,083) (12,818) (7,353) (21,420)
−Removed: Increase in short term investments, net (13,996) (27,130) (44,071)
+Added: Decrease (increase) in short term investments, net 39,110 24,989 25,114 (2,141) (44,071)
Proceeds from sale of investments 5,131 16,844 20,131 44,428 77,630
−Removed: Net realized loss on investments 4,121 4,194 69,898
+Added: Net realized (gain) loss on investments (445) 10,980 3,676 15,174 69,898
Net change in unrealized (appreciation) depreciation on investments (8,842) (13,657) (45,085) 109,720 19,878
11 unchanged sentences
Increase (decrease) in subordinated incentive fee on income payable — — (4,323) (2,304) (1,289)
−Removed: Net cash provided by operating activities 1,149 52,567 198,730
+Added: Net cash (used in) provided by operating activities (64,124) 64,425 (62,975) 116,992 198,730
Financing activities:
4 unchanged sentences
Debt issuance costs paid (990) (5,625) (5,384) (5,625) (5,625)
−Removed: Net cash used in financing activities (19,422) (54,975) (184,951)
−Removed: Net (decrease) increase in cash and restricted cash (18,273) (2,408) 13,779
−Removed: Cash and restricted cash, beginning of period 19,914 6,135 6,135
−Removed: Cash and restricted cash, end of period $ 1,641 $ 3,727 $ 19,914
+Added: Net cash provided by (used in) financing activities 63,979 (66,464) 44,557 (121,439) (184,951)
+Added: Net (decrease) increase in cash (145) (2,039) (18,418) (4,447) 13,779
+Added: Cash, beginning of period 1,641 3,727 19,914 6,135 6,135
+Added: Cash, end of period $ 1,496 $ 1,688 $ 1,496 $ 1,688 $ 19,914
Supplemental disclosure of cash flow information:
7 unchanged sentences
Consolidated Schedule of Investments (unaudited)
−Removed: March 31, 2021
+Added: June 30, 2021
(in thousands)
4 unchanged sentences
LTD., L+500, 1.00% LIBOR Floor, 9/30/2025(s)(v) 3 Month LIBOR Chemicals, Plastics & Rubber 832 785 783
+Added: ABB/CON-CISE Optical Group LLC, L+500, 1.00% LIBOR Floor, 6/15/2023(o) 6 Month LIBOR Consumer Goods:
+Added: Non-Durable 3,505 3,409 3,404
Adams Publishing Group, LLC, L+700, 1.75% LIBOR Floor, 7/2/2023(n)(o) 1 Month LIBOR Media:
Advertising, Printing & Publishing 10,797 10,745 10,797
−Removed: Adapt Laser Acquisition, Inc., L+1200, 1.00% LIBOR Floor, 12/31/2023(v) 3 Month LIBOR Capital Equipment 11,280 11,280 9,560
+Added: Adapt Laser Acquisition, Inc., L+1200, 1.00% LIBOR Floor, 12/31/2023(n)(v) 3 Month LIBOR Capital Equipment 11,247 11,247 9,237
Adapt Laser Acquisition, Inc., L+1000, 1.00% LIBOR Floor, 12/31/2023 3 Month LIBOR Capital Equipment 2,000 2,000 1,643
6 unchanged sentences
Diversified & Production 9,759 9,759 9,759
−Removed: Alliance Healthcare Services, Inc., L+450, 1.00% LIBOR Floor, 10/24/2023(i)(v) 1 Month LIBOR Healthcare & Pharmaceuticals 4,173 3,995 3,912
+Added: Alliance Healthcare Services, Inc., L+450, 1.00% LIBOR Floor, 10/24/2023(v) 1 Month LIBOR Healthcare & Pharmaceuticals 4,114 3,951 4,093
ALM Media, LLC, L+650, 1.00% LIBOR Floor, 11/25/2024(n)(o) 3 Month LIBOR Media:
2 unchanged sentences
Business 12,143 12,100 11,960
+Added: AMCP Staffing Intermediate Holdings III, LLC, L+675, 1.50% LIBOR Floor, 9/24/2025 1 Month LIBOR Services:
+Added: Business 457 457 450
AMCP Staffing Intermediate Holdings III, LLC, 0.50% Unfunded, 9/24/2025 None Services:
11 unchanged sentences
Analogic Corp., L+525, 1.00% LIBOR Floor, 6/21/2024(n)(o) 1 Month LIBOR Healthcare & Pharmaceuticals 4,925 4,870 4,802
+Added: Ancile Solutions, Inc., L+1000, 1.00% LIBOR Floor, 6/11/2026(v) 3 Month LIBOR High Tech Industries 12,500 12,127 12,125
Anthem Sports & Entertainment Inc., L+950, 1.00% LIBOR Floor, 9/9/2024(n)(v) 3 Month LIBOR Media:
Diversified & Production 15,586 15,135 15,430
−Removed: Anthem Sports & Entertainment Inc., L+950, 1.00% LIBOR Floor, 9/9/2024(n) 3 Month LIBOR Media:
+Added: Anthem Sports & Entertainment Inc., L+950, 1.00% LIBOR Floor, 9/9/2024 3 Month LIBOR Media:
Diversified & Production 417 417 415
7 unchanged sentences
BK Medical Holding Company, Inc., L+525, 1.00% LIBOR Floor, 6/22/2024(n)(o) 1 Month LIBOR Healthcare & Pharmaceuticals 4,938 4,908 4,814
−Removed: Blackboard Inc., L+600, 1.00% LIBOR Floor, 6/30/2024(i) 3 Month LIBOR Services:
+Added: Blackboard Inc., L+600, 1.00% LIBOR Floor, 6/30/2024 3 Month LIBOR Services:
Consumer 4,975 4,975 5,001
−Removed: Cadence Aerospace, LLC, L+850, 1.00% LIBOR Floor, 11/14/2023(n)(o)(v) 3 Month LIBOR Aerospace & Defense 38,333 37,890 36,513
−Removed: Cardinal US Holdings, Inc., L+500, 1.00% LIBOR Floor, 7/31/2023(n) 1 Month LIBOR Services:
−Removed: Business 8,203 7,939 8,162
See accompanying notes to consolidated financial statements.
1 unchanged sentence
Consolidated Schedule of Investments (unaudited)
−Removed: March 31, 2021
+Added: June 30, 2021
(in thousands)
1 unchanged sentence
Units(e) Cost(d) Fair
+Added: Cadence Aerospace, LLC, L+850, 1.00% LIBOR Floor, 11/14/2023(n)(o)(v) 3 Month LIBOR Aerospace & Defense 38,752 38,348 37,444
+Added: Cardenas Markets LLC, L+625, 1.00% LIBOR Floor, 6/3/2027 6 Month LIBOR Retail 11,000 10,891 11,041
CB URS Holdings Corp., L+575, 1.00% LIBOR Floor, 9/1/2024(n) 6 Month LIBOR Transportation:
Cargo 15,618 15,566 14,036
+Added: Celerity Acquisition Holdings, LLC, L+850, 1.00% LIBOR Floor, 5/28/2026 3 Month LIBOR Services:
+Added: Business 15,000 15,000 15,000
Charming Charlie LLC, 20.00%, 4/24/2023(r)(s) None Retail 777 657 350
4 unchanged sentences
CircusTrix Holdings, LLC, 1.00% Unfunded, 12/31/2021 None Hotel, Gaming & Leisure 180 — 30
−Removed: Country Fresh Holdings, LLC, 12.00%, 6/1/2022(v) None Beverage, Food & Tobacco 969 941 947
Country Fresh Holdings, LLC, L+500, 1.00% LIBOR Floor, 4/29/2023(r) 3 Month LIBOR Beverage, Food & Tobacco 1,020 1,000 170
−Removed: Country Fresh Holdings, LLC, 15.00%, 6/15/2021(v) None Beverage, Food & Tobacco 326 312 326
Country Fresh Holdings, LLC, L+500, 1.00% LIBOR Floor, 4/29/2023(n)(r) 3 Month LIBOR Beverage, Food & Tobacco 414 414 69
+Added: Country Fresh Holdings, LLC, 12.00%, 6/1/2022(v) None Beverage, Food & Tobacco 31 30 31
Coyote Buyer, LLC, L+600, 1.00% LIBOR Floor, 2/6/2026(n)(o) 3 Month LIBOR Chemicals, Plastics & Rubber 34,563 34,313 34,563
3 unchanged sentences
David's Bridal, LLC, L+1000, 1.00% LIBOR Floor, 5/23/2024(v) 3 Month LIBOR Retail 5,000 5,000 5,000
+Added: David's Bridal, LLC, L+600, 1.00% LIBOR Floor, 6/30/2023(v) 3 Month LIBOR Retail 767 682 767
Deluxe Entertainment Services, Inc., L+650, 1.00% LIBOR Floor, 3/25/2024(n)(s)(v) 3 Month LIBOR Media:
17 unchanged sentences
Foundation Consumer Healthcare, LLC, 0.50% Unfunded, 11/2/2023 None Healthcare & Pharmaceuticals 2,094 — 16
−Removed: Genesis Healthcare, Inc., 0.50% Unfunded, 3/6/2023(h)(n) None Healthcare & Pharmaceuticals 35,000 — —
+Added: Genesis Healthcare, Inc., 0.50% Unfunded, 3/6/2023(h) None Healthcare & Pharmaceuticals 35,000 — —
Geo Parent Corp., L+525, 0.00% LIBOR Floor, 12/19/2025(n) 1 Month LIBOR Services:
4 unchanged sentences
Business 11,915 11,893 10,754
−Removed: Healogics, Inc., L+425, 1.00% LIBOR Floor, 7/1/2021(n) 3 Month LIBOR Healthcare & Pharmaceuticals 4,687 4,667 4,687
−Removed: Heritage Power, LLC, L+600, 1.00% LIBOR Floor, 7/30/2026(i) 6 Month LIBOR Energy:
−Removed: Oil & Gas 4,987 4,800 4,791
See accompanying notes to consolidated financial statements.
1 unchanged sentence
Consolidated Schedule of Investments (unaudited)
−Removed: March 31, 2021
+Added: June 30, 2021
(in thousands)
1 unchanged sentence
Units(e) Cost(d) Fair
−Removed: Hilliard, Martinez & Gonzales, LLP, L+1800, 2.00% LIBOR Floor, 12/17/2022(i)(n)(v) 1 Month LIBOR Services:
+Added: HDT Holdco, Inc., L+575, 0.75% LIBOR Floor, 7/8/2027(i) 3 Month LIBOR Aerospace & Defense 5,000 4,850 4,887
+Added: Heritage Power, LLC, L+600, 1.00% LIBOR Floor, 7/30/2026 6 Month LIBOR Energy:
+Added: Oil & Gas 4,975 4,795 4,442
+Added: Hilliard, Martinez & Gonzales, LLP, L+1800, 2.00% LIBOR Floor, 12/17/2022(n)(v) 1 Month LIBOR Services:
Consumer 22,982 22,858 22,659
4 unchanged sentences
HUMC Holdco, LLC, 9.00%, 9/9/2021(n) None Healthcare & Pharmaceuticals 9,667 9,667 9,630
−Removed: Hummel Station LLC, L+600, 1.00% LIBOR Floor, 10/27/2022(i)(n)(o) 1 Month LIBOR Energy:
+Added: Hummel Station LLC, L+600, 1.00% LIBOR Floor, 10/27/2022(n)(o) 1 Month LIBOR Energy:
Oil & Gas 14,083 10,381 10,102
−Removed: Hummel Station LLC, L+600, 1.00% LIBOR Floor, 10/27/2022(i)(n) 1 Month LIBOR Energy:
+Added: Hummel Station LLC, L+600, 1.00% LIBOR Floor, 10/27/2022(n) 1 Month LIBOR Energy:
Oil & Gas 872 4,270 4,213
3 unchanged sentences
Independent Pet Partners Intermediate Holdings, LLC, L+600, 0.00% LIBOR Floor, 12/22/2022(n)(v) 3 Month LIBOR Retail 260 260 260
−Removed: Infinity Sales Group, LLC, L+1050, 1.00% LIBOR Floor, 11/23/2022(n) 1 Month LIBOR Services:
−Removed: Business 6,820 6,748 6,820
InfoGroup Inc., L+500, 1.00% LIBOR Floor, 4/3/2023(n)(o) 3 Month LIBOR Media:
2 unchanged sentences
Advertising, Printing & Publishing 36,908 36,876 34,740
−Removed: Instant Web, LLC, 0.50% Unfunded, 12/15/2022 None Media:
+Added: Instant Web, LLC, 0.50% Unfunded, 12/15/2022(n) None Media:
Advertising, Printing & Publishing 2,704 — —
−Removed: Isagenix International, LLC, L+575, 1.00% LIBOR Floor, 6/14/2025(i)(n) 3 Month LIBOR Beverage, Food & Tobacco 17,667 15,866 14,708
+Added: Invincible Boat Company, L+650, 1.50% LIBOR Floor, 8/28/2025 3 Month LIBOR Consumer Goods:
+Added: Durable 14,906 14,760 14,757
+Added: Invincible Boat Company, 0.50% Unfunded, 8/28/2025 None Consumer Goods:
+Added: Durable 798 — (8)
+Added: INW Manufacturing, LLC, L+575, 0.75% LIBOR Floor, 3/25/2027(o) 3 Month LIBOR Services:
+Added: Business 15,358 14,905 15,051
+Added: INW Manufacturing, LLC, L+575, 0.75% LIBOR Floor, 3/25/2027 3 Month LIBOR Services:
+Added: Business 4,545 4,411 4,455
+Added: Isagenix International, LLC, L+575, 1.00% LIBOR Floor, 6/14/2025(n) 3 Month LIBOR Beverage, Food & Tobacco 17,332 15,609 15,621
Island Medical Management Holdings, LLC, L+650, 1.00% LIBOR Floor, 9/1/2022(n)(o) 3 Month LIBOR Healthcare & Pharmaceuticals 11,118 11,079 10,896
2 unchanged sentences
JP Intermediate B, LLC, L+550, 1.00% LIBOR Floor, 11/20/2025(n) 3 Month LIBOR Beverage, Food & Tobacco 14,814 14,593 14,394
+Added: K&N Parent, Inc., L+475, 1.00% LIBOR Floor, 10/20/2023 3 Month LIBOR Consumer Goods:
+Added: Durable 4,987 4,805 4,837
KITV, Inc., L+750, 1.00% LIBOR Floor, 3/4/2026(n) 3 Month LIBOR Media:
2 unchanged sentences
Durable 7,964 7,870 7,234
−Removed: Labvantage Solutions Inc., L+750, 1.00% LIBOR Floor, 9/30/2021(n)(o) 1 Month LIBOR High Tech Industries 2,419 2,419 2,419
Labvantage Solutions Ltd., E+750, 1.00% EURIBOR Floor, 9/30/2021(h) 1 Month EURIBOR High Tech Industries € 1,921 2,159 2,278
+Added: Labvantage Solutions Inc., L+750, 1.00% LIBOR Floor, 9/30/2021(n)(o) 1 Month LIBOR High Tech Industries 1,055 1,055 1,055
LAV Gear Holdings, Inc., L+750, 1.00% LIBOR Floor, 10/31/2024(n)(o)(v) 3 Month LIBOR Services:
3 unchanged sentences
LGC US Finco, LLC, L+650, 1.00% LIBOR Floor, 12/20/2025(n) 1 Month LIBOR Capital Equipment 9,700 9,458 9,421
+Added: LH Intermediate Corp., L+750, 1.00% LIBOR Floor, 6/2/2026 3 Month LIBOR Consumer Goods:
+Added: Durable 14,813 14,578 14,627
Lift Brands, Inc., L+750, 1.00% LIBOR Floor, 6/29/2025(n)(o)(s) 1 Month LIBOR Services:
6 unchanged sentences
Oil & Gas 4,211 2,577 4,421
+Added: See accompanying notes to consolidated financial statements.
+Added: CĪON Investment Corporation
+Added: Consolidated Schedule of Investments (unaudited)
+Added: June 30, 2021
+Added: (in thousands)
+Added: Portfolio Company(a) Index Rate(b) Industry Principal/
+Added: Units(e) Cost(d) Fair
+Added: MacNeill Pride Group Corp., L+650, 1.00% LIBOR Floor, 4/20/2026(n) 3 Month LIBOR Services:
+Added: Consumer 15,000 14,855 14,850
+Added: MacNeill Pride Group Corp., 0.50% Unfunded, 7/20/2023(n) None Services:
+Added: Consumer 5,000 (48) (50)
Mimeo.com, Inc., L+700, 1.00% LIBOR Floor, 12/21/2023(q) 3 Month LIBOR Services:
8 unchanged sentences
Business 2,232 — —
−Removed: Napa Management Services Corp., L+500, 1.00% LIBOR Floor, 4/19/2023(i) 3 Month LIBOR Healthcare & Pharmaceuticals 5,360 5,283 5,291
−Removed: See accompanying notes to consolidated financial statements.
−Removed: CĪON Investment Corporation
−Removed: Consolidated Schedule of Investments (unaudited)
−Removed: March 31, 2021
−Removed: (in thousands)
−Removed: Portfolio Company(a) Index Rate(b) Industry Principal/
−Removed: Units(e) Cost(d) Fair
+Added: Napa Management Services Corp., L+500, 1.00% LIBOR Floor, 4/19/2023 1 Month LIBOR Healthcare & Pharmaceuticals 5,346 5,277 5,343
NASCO Healthcare Inc., L+450, 1.00% LIBOR Floor, 6/30/2023(n) 3 Month LIBOR Services:
2 unchanged sentences
Advertising, Printing & Publishing 12,125 12,059 12,004
−Removed: One Call Corp., L+525, 1.00% LIBOR Floor, 11/25/2022(n) 3 Month LIBOR Healthcare & Pharmaceuticals 3,843 3,747 3,843
+Added: NWN Parent Holdings LLC, L+650, 1.00% LIBOR Floor, 5/7/2026 3 Month LIBOR High Tech Industries 13,167 13,037 13,183
+Added: NWN Parent Holdings LLC, 0.50% Unfunded, 5/7/2026 None High Tech Industries 1,800 (18) 2
Optio Rx, LLC, L+700, 0.00% LIBOR Floor, 6/28/2024(n)(o) 1 Month LIBOR Healthcare & Pharmaceuticals 23,625 23,522 23,182
Optio Rx, LLC, L+1000, 0.00% LIBOR Floor, 6/28/2024(o) 1 Month LIBOR Healthcare & Pharmaceuticals 2,515 2,495 2,666
−Removed: Palmetto Solar, LLC, 12.00%, 12/12/2024(n) None High Tech Industries 16,738 16,342 17,240
−Removed: Palmetto Solar, LLC, 0.75% Unfunded, 12/12/2021 None High Tech Industries 3,262 — 98
−Removed: Patterson Medical Supply, Inc., L+475, 1.00% LIBOR Floor, 8/28/2022(i) 1 Month LIBOR Healthcare & Pharmaceuticals 5,984 5,894 5,958
−Removed: PetroChoice Holdings, Inc., L+500, 1.00% LIBOR Floor, 8/20/2022(i) 3 Month LIBOR Chemicals, Plastics & Rubber 3,927 3,807 3,777
+Added: Patterson Medical Supply, Inc., L+475, 1.00% LIBOR Floor, 8/28/2022 1 Month LIBOR Healthcare & Pharmaceuticals 5,968 5,893 5,968
+Added: PetroChoice Holdings, Inc., L+500, 1.00% LIBOR Floor, 8/20/2022 3 Month LIBOR Chemicals, Plastics & Rubber 3,916 3,812 3,760
PH Beauty Holdings III.
2 unchanged sentences
Pixelle Specialty Solutions LLC, L+650, 1.00% LIBOR Floor, 10/31/2024(n) 1 Month LIBOR Forest Products & Paper 21,686 21,406 21,699
−Removed: Plano Molding Company, LLC, L+900, 1.00% LIBOR Floor, 5/12/2022(n)(v) 3 Month LIBOR Consumer Goods:
−Removed: Non-Durable 5,993 5,990 6,167
−Removed: Plano Molding Company, LLC, L+900, 1.00% LIBOR Floor, 5/11/2022(n)(v) 3 Month LIBOR Consumer Goods:
+Added: Playboy Enterprises, Inc., L+575, 0.50% LIBOR Floor, 5/25/2027(h)(o) 3 Month LIBOR Consumer Goods:
Non-Durable 20,000 19,600 19,600
Polymer Additives, Inc., L+600, 0.00% LIBOR Floor, 7/31/2025(n) 3 Month LIBOR Chemicals, Plastics & Rubber 19,500 19,247 18,769
+Added: RA Outdoors, LLC, L+675, 0.00% LIBOR Floor, 4/8/2026(n) 3 Month LIBOR Media:
+Added: Diversified & Production 15,951 15,951 15,811
+Added: RA Outdoors, LLC, 0.50% Unfunded, 4/8/2026 None Media:
+Added: Diversified & Production 1,049 (170) (9)
+Added: Rapid Fire Protection, Inc., L+650, 1.75% LIBOR Floor, 11/22/2024(i) 1 Month LIBOR Construction & Building 7,000 6,974 7,000
+Added: Retail Services WIS Corp., L+775, 1.00% LIBOR Floor, 5/20/2025(n) 3 Month LIBOR Services:
+Added: Business 10,000 9,803 9,850
+Added: Rogers Mechanical Contractors, LLC, L+650, 1.00% LIBOR Floor, 9/9/2025(n) 1 Month LIBOR Services:
+Added: Business 17,692 17,692 17,692
+Added: Rogers Mechanical Contractors, LLC, 0.75% Unfunded, 9/9/2025 None Services:
+Added: Business 2,885 — —
+Added: Rogers Mechanical Contractors, LLC, 1.00% Unfunded, 4/28/2023 None Services:
+Added: Business 1,923 — —
Securus Technologies Holdings, Inc., L+450, 1.00% LIBOR Floor, 11/1/2024(n) 6 Month LIBOR Telecommunications 3,929 3,118 3,929
Sequoia Healthcare Management, LLC, 12.75%, 8/21/2023(n)(o)(r) None Healthcare & Pharmaceuticals 8,525 8,457 6,394
−Removed: SIMR, LLC, L+1700, 2.00% LIBOR Floor, 9/7/2023(s)(v) 1 Month LIBOR Healthcare & Pharmaceuticals 17,896 17,728 15,078
+Added: SIMR, LLC, L+1700, 2.00% LIBOR Floor, 9/7/2023(n)(s)(v) 1 Month LIBOR Healthcare & Pharmaceuticals 18,779 18,625 15,470
Smart & Final Inc., L+675, 0.00% LIBOR Floor, 6/20/2025(n) 1 Month LIBOR Retail 7,705 7,178 7,739
6 unchanged sentences
/ Precision Medical Inc., L+950, 10/1/2021(n)(v) 3 Month LIBOR Healthcare & Pharmaceuticals 1,176 1,116 1,178
+Added: See accompanying notes to consolidated financial statements.
+Added: CĪON Investment Corporation
+Added: Consolidated Schedule of Investments (unaudited)
+Added: June 30, 2021
+Added: (in thousands)
+Added: Portfolio Company(a) Index Rate(b) Industry Principal/
+Added: Units(e) Cost(d) Fair
Spinal USA, Inc.
+Added: / Precision Medical Inc., L+1050, 10/1/2021(i)(n)(v) 3 Month LIBOR Healthcare & Pharmaceuticals 1,030 1,030 999
+Added: Spinal USA, Inc.
/ Precision Medical Inc., L+950, 10/1/2021(n)(v) 3 Month LIBOR Healthcare & Pharmaceuticals 634 493 610
Stats Intermediate Holdings, LLC, L+525, 0.00% LIBOR Floor, 7/12/2026(n) 3 Month LIBOR High Tech Industries 9,850 9,687 9,887
+Added: STV Group, Inc., L+525, 0.00% LIBOR Floor, 12/13/2026(o) 1 Month LIBOR Services:
+Added: Business 1,995 1,975 1,985
Tenere Inc., L+850, 1.00% LIBOR Floor, 5/5/2025(n)(o) 3 Month LIBOR Capital Equipment 18,080 18,051 18,103
4 unchanged sentences
Consumer 6,162 6,126 6,162
−Removed: Vesta Holdings, LLC, L+1000, 1.00% LIBOR Floor, 2/25/2024(n) 2 Month LIBOR Banking, Finance, Insurance & Real Estate 25,000 25,000 25,000
+Added: Vesta Holdings, LLC, L+1000, 1.00% LIBOR Floor, 2/25/2024(n)(v) 1 Month LIBOR Banking, Finance, Insurance & Real Estate 25,268 25,268 25,268
Volta Charging, LLC, 12.00%, 6/19/2024(n) None Media:
2 unchanged sentences
Diversified & Production 12,000 11,983 12,975
−Removed: West Dermatology Management Holdings, LLC, L+600, 1.00% LIBOR Floor, 2/11/2025(n)(o) 3 Month LIBOR Healthcare & Pharmaceuticals 9,460 9,398 9,023
−Removed: West Dermatology Management Holdings, LLC, L+600, 1.00% LIBOR Floor, 2/11/2025(n) 3 Month LIBOR Healthcare & Pharmaceuticals 1,657 1,644 1,578
+Added: West Dermatology Management Holdings, LLC, L+675, 1.00% LIBOR Floor, 2/11/2025(n)(o)(v) 3 Month LIBOR Healthcare & Pharmaceuticals 9,455 9,400 9,183
+Added: West Dermatology Management Holdings, LLC, L+675, 1.00% LIBOR Floor, 2/11/2025(n)(v) 3 Month LIBOR Healthcare & Pharmaceuticals 1,657 1,645 1,607
West Dermatology Management Holdings, LLC, L+750, 1.00% LIBOR Floor, 2/11/2025 3 Month LIBOR Healthcare & Pharmaceuticals 1,182 1,182 1,196
West Dermatology Management Holdings, LLC, 0.75% Unfunded, 2/11/2022 None Healthcare & Pharmaceuticals 472 — 5
−Removed: See accompanying notes to consolidated financial statements.
−Removed: CĪON Investment Corporation
−Removed: Consolidated Schedule of Investments (unaudited)
−Removed: March 31, 2021
−Removed: (in thousands)
−Removed: Portfolio Company(a) Index Rate(b) Industry Principal/
−Removed: Units(e) Cost(d) Fair
+Added: West Dermatology Management Holdings, LLC, 0.75% Unfunded, 2/11/2022 None Healthcare & Pharmaceuticals 7,182 (20) (206)
Williams Industrial Services Group, Inc, L+900, 1.00% LIBOR Floor, 12/16/2025(o) 1 Month LIBOR Services:
3 unchanged sentences
Wind River Systems, Inc., L+675, 1.00% LIBOR Floor, 6/24/2024 3 Month LIBOR High Tech Industries 24,342 24,139 24,190
−Removed: Winebow Holdings, Inc., L+375, 1.00% LIBOR Floor, 7/1/2021(n)(o) 1 Month LIBOR Beverage, Food & Tobacco 5,864 5,766 5,864
Wok Holdings Inc., L+625, 0.00% LIBOR Floor, 3/1/2026(n) 1 Month LIBOR Beverage, Food & Tobacco 20,444 19,940 20,316
8 unchanged sentences
Diversified & Production 10,400 10,017 —
+Added: Global Tel*Link Corp., L+825, 0.00% LIBOR Floor, 11/29/2026(o) 1 Month LIBOR Telecommunications 11,500 11,345 11,471
LSCS Holdings, Inc., L+825, 0.00% LIBOR Floor, 3/16/2026(n) 6 Month LIBOR Services:
Business 11,891 11,701 11,653
−Removed: Global Tel*Link Corp., L+825, 0.00% LIBOR Floor, 11/29/2026(o) 1 Month LIBOR Telecommunications 11,500 11,340 11,385
Medical Solutions Holdings, Inc., L+838, 1.00% LIBOR Floor, 6/16/2025(n) 1 Month LIBOR Healthcare & Pharmaceuticals 10,000 9,907 9,750
5 unchanged sentences
PetroChoice Holdings, Inc., L+875, 1.00% LIBOR Floor, 8/21/2023 3 Month LIBOR Chemicals, Plastics & Rubber 15,000 14,399 14,550
−Removed: Premiere Global Services, Inc., L+950, 1.00% LIBOR Floor, 6/6/2024(v) 3 Month LIBOR Telecommunications 3,502 3,436 1,996
−Removed: Securus Technologies Holdings, Inc., L+825, 1.00% LIBOR Floor, 11/1/2025 3 Month LIBOR Telecommunications 2,942 2,920 2,770
−Removed: TMK Hawk Parent, Corp., L+800, 1.00% LIBOR Floor, 8/28/2025 1 Month LIBOR Services:
−Removed: Business 13,393 13,170 9,877
−Removed: Winebow Holdings, Inc., L+750, 1.00% LIBOR Floor, 1/2/2022(n) 1 Month LIBOR Beverage, Food & Tobacco 12,823 12,763 12,823
−Removed: Zest Acquisition Corp., L+750, 1.00% LIBOR Floor, 3/14/2026(n)(o) 1 Month LIBOR Healthcare & Pharmaceuticals 15,000 14,895 14,700
−Removed: Total Senior Secured Second Lien Debt 172,670 154,626
+Added: Premiere Global Services, Inc., L+950, 1.00% LIBOR Floor, 6/6/2024(r)(v) 3 Month LIBOR Telecommunications 3,590 3,435 108
See accompanying notes to consolidated financial statements.
1 unchanged sentence
Consolidated Schedule of Investments (unaudited)
−Removed: March 31, 2021
+Added: June 30, 2021
(in thousands)
1 unchanged sentence
Units(e) Cost(d) Fair
+Added: Securus Technologies Holdings, Inc., L+825, 1.00% LIBOR Floor, 11/1/2025 3 Month LIBOR Telecommunications 2,942 2,922 2,942
+Added: TMK Hawk Parent, Corp., L+800, 1.00% LIBOR Floor, 8/28/2025(n) 1 Month LIBOR Services:
+Added: Business 13,393 13,180 9,877
+Added: Zest Acquisition Corp., L+750, 1.00% LIBOR Floor, 3/14/2026(n)(o) 1 Month LIBOR Healthcare & Pharmaceuticals 15,000 14,898 14,775
+Added: Total Senior Secured Second Lien Debt 160,631 141,710
Collateralized Securities and Structured Products - Equity - 1.5%
32 unchanged sentences
CHC Medical Partners, Inc., Series C Preferred Stock, 12% Dividend(u) Healthcare & Pharmaceuticals 2,727,273 Units 5,634 7,555
−Removed: CION SOF Funding, LLC, Membership Interests (87.5% ownership)(t) Diversified Financials N/A — —
+Added: CION SOF Funding, LLC, Membership Interests (87.5% ownership)(p)(t) Diversified Financials N/A — —
Conisus Holdings, Inc., Series B Preferred Stock, 12% Dividend(s)(u) Healthcare & Pharmaceuticals 12,677,833 Units 16,094 19,571
4 unchanged sentences
DBI Investors, Inc., Series A2 Preferred Stock(p) Retail 1,733 Units — —
+Added: DBI Investors, Inc., Series A Preferred Stock(p) Retail 1,396 Units 140 —
See accompanying notes to consolidated financial statements.
1 unchanged sentence
Consolidated Schedule of Investments (unaudited)
−Removed: March 31, 2021
+Added: June 30, 2021
(in thousands)
24 unchanged sentences
SIMR Parent, LLC, Class W Units(p)(s) Healthcare & Pharmaceuticals 1,778,219 Units — —
−Removed: Snap Fitness Holdings, Inc., Class A Stock(p)(s) Services:
+Added: Skillsoft Corp., Class A Common Stock(h)(p) High Tech Industries 243,425 Units 2,286 2,286
+Added: Snap Fitness Holdings, Inc., Class A Common Stock(p)(s) Services:
Consumer 9,858 Units 3,078 3,097
1 unchanged sentence
Consumer 3,996 Units 1,247 1,255
−Removed: Software Luxembourg Holding S.A., Class A Common Stock(h)(p) High Tech Industries 28,202 Units 4,536 5,323
−Removed: Software Luxembourg Holding S.A., Class B Common Stock(h)(p) High Tech Industries 2,388 Units 384 647
−Removed: Software Luxembourg Holding S.A., Class A Warrants(h)(p) High Tech Industries 3,512 Units 117 —
−Removed: Software Luxembourg Holding S.A., Class B Warrants(h)(p) High Tech Industries 7,023 Units 220 —
Spinal USA, Inc.
/ Precision Medical Inc., Warrants(p) Healthcare & Pharmaceuticals 20,667,324 Units 5,806 —
−Removed: Tenere Inc., Warrants(p)(s) Capital Equipment N/A 161 1,700
+Added: Tenere Inc., Warrants(p) Capital Equipment N/A 161 1,114
Total Equity 100,712 107,017
12 unchanged sentences
Consolidated Schedule of Investments (unaudited)
−Removed: March 31, 2021
+Added: June 30, 2021
(in thousands)
−Removed: The 1, 2, 3 and 6 month London Interbank Offered Rate, or LIBOR, rates were 0.11%, 0.13%, 0.19% and 0.21%, respectively, as of March 31, 2021.
−Removed: The actual LIBOR rate for each loan listed may not be the applicable LIBOR rate as of March 31, 2021, as the loan may have been priced or repriced based on a LIBOR rate prior to or subsequent to March 31, 2021.
−Removed: The 1 month Euro Interbank Offered Rate, or EURIBOR, rate was (0.58%) as of March 31, 2021.
+Added: The 1, 2, 3 and 6 month London Interbank Offered Rate, or LIBOR, rates were 0.10%, 0.13%, 0.15% and 0.16%, respectively, as of June 30, 2021.
+Added: The actual LIBOR rate for each loan listed may not be the applicable LIBOR rate as of June 30, 2021, as the loan may have been priced or repriced based on a LIBOR rate prior to or subsequent to June 30, 2021.
+Added: The 1 month Euro Interbank Offered Rate, or EURIBOR, rate was (0.59%) as of June 30, 2021.
Fair value determined in good faith by the Company’s board of directors (see Note 9) using significant unobservable inputs unless otherwise noted.
9 unchanged sentences
A business development company may not acquire any asset other than qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the company’s total assets as defined under Section 55 of the 1940 Act.
−Removed: As of March 31, 2021, 96.5% of the Company’s total assets represented qualifying assets.
−Removed: Position or a portion thereof unsettled as of March 31, 2021.
+Added: As of June 30, 2021, 95.4% of the Company’s total assets represented qualifying assets.
+Added: Position or a portion thereof unsettled as of June 30, 2021.
As a result of an arrangement between the Company and the other lenders in the syndication, the Company is entitled to less interest than the stated interest rate of this loan, which is reflected in this schedule, in exchange for a higher payment priority.
1 unchanged sentence
Short term investments represent an investment in a fund that invests in highly liquid investments with average original maturity dates of three months or less.
−Removed: 7-day effective yield as of March 31, 2021.
−Removed: Investment or a portion thereof held within the Company’s wholly-owned consolidated subsidiary, 34th Street Funding, LLC, or 34th Street, and was pledged as collateral supporting the amounts outstanding under the credit facility with JPMorgan Chase Bank, National Association, or JPM, as of March 31, 2021 (see Note 8).
−Removed: Investment or a portion thereof held within the Company’s wholly-owned consolidated subsidiary, Murray Hill Funding II, LLC, or Murray Hill Funding II, and was pledged as collateral supporting the amounts outstanding under the repurchase agreement with UBS AG, or UBS, as of March 31, 2021 (see Note 8).
+Added: 7-day effective yield as of June 30, 2021.
+Added: Investment or a portion thereof held within the Company’s wholly-owned consolidated subsidiary, 34th Street Funding, LLC, or 34th Street, and was pledged as collateral supporting the amounts outstanding under the credit facility with JPMorgan Chase Bank, National Association, or JPM, as of June 30, 2021 (see Note 8).
+Added: Investment or a portion thereof held within the Company’s wholly-owned consolidated subsidiary, Murray Hill Funding II, LLC, or Murray Hill Funding II, and was pledged as collateral supporting the amounts outstanding under the repurchase agreement with UBS AG, or UBS, as of June 30, 2021 (see Note 8).
Non-income producing security.
The ultimate interest earned on this loan will be determined based on the portfolio company’s EBITDA at a specified trigger event.
−Removed: Investment or a portion thereof was on non-accrual status as of March 31, 2021.
+Added: Investment or a portion thereof was on non-accrual status as of June 30, 2021.
See accompanying notes to consolidated financial statements.
1 unchanged sentence
Consolidated Schedule of Investments (unaudited)
−Removed: March 31, 2021
+Added: June 30, 2021
(in thousands)
Investment determined to be an affiliated investment as defined in the 1940 Act as the Company owns between 5% and 25% of the portfolio company’s outstanding voting securities but does not control the portfolio company.
−Removed: Fair value as of December 31, 2020 and March 31, 2021, along with transactions during the three months ended March 31, 2021 in these affiliated investments, are as follows:
−Removed: Three Months Ended March 31, 2021 Three Months Ended March 31, 2021
+Added: Fair value as of December 31, 2020 and June 30, 2021, along with transactions during the six months ended June 30, 2021 in these affiliated investments, were as follows:
+Added: Six Months Ended June 30, 2021 Six Months Ended June 30, 2021
Non-Controlled, Affiliated Investments Fair Value at
1 unchanged sentence
(Cost)(1) Gross
−Removed: (Cost)(2) Net Unrealized Gain (Loss) Fair Value at March 31, 2021 Net Realized Gain (Loss) Interest
+Added: (Cost)(2) Net Unrealized Gain (Loss) Fair Value at June 30, 2021 Net Realized Gain (Loss) Interest
Income(3) Dividend Income
36 unchanged sentences
SIMR Parent, LLC
−Removed: Class B Membership Units — — — — — — — —
−Removed: Warrants — — — — — — — —
+Added: Class B Common Units — — — — — — — —
+Added: Class W Units — — — — — — — —
Snap Fitness Holdings, Inc.
6 unchanged sentences
Consolidated Schedule of Investments (unaudited)
−Removed: March 31, 2021
+Added: June 30, 2021
(in thousands)
2 unchanged sentences
Investment determined to be a controlled investment as defined in the 1940 Act as the Company is deemed to exercise a controlling influence over the management or policies of the portfolio company due to beneficially owning, either directly or through one or more controlled companies, more than 25% of the outstanding voting securities of such portfolio company.
−Removed: Fair value as of December 31, 2020 and March 31, 2021, along with transactions during the three months ended March 31, 2021 in these controlled investments, are as follows:
−Removed: Three Months Ended March 31, 2021 Three Months Ended March 31, 2021
+Added: Fair value as of December 31, 2020 and June 30, 2021, along with transactions during the six months ended June 30, 2021 in these controlled investments, were as follows:
+Added: Six Months Ended June 30, 2021 Six Months Ended June 30, 2021
Controlled Investments Fair Value at
3 unchanged sentences
Gain (Loss) Fair Value at
−Removed: March 31, 2021 Net Realized
+Added: June 30, 2021 Net Realized
Gain (Loss) Interest
6 unchanged sentences
(3) Includes PIK interest income.
−Removed: For the three months ended March 31, 2021, non-cash dividend inc ome of $475 and $82 was recorded on the Company's investment in Conisus Holdings, Inc.
+Added: For the six months ended June 30, 2021, non-cash dividend income of $951 and $164 was recorded on the Company's investment in Conisus Holdings, Inc.
and CHC Medical Partners, Inc., respectively.
2 unchanged sentences
Consolidated Schedule of Investments (unaudited)
−Removed: March 31, 2021
+Added: June 30, 2021
(in thousands)
−Removed: As of March 31, 2021, the following investments contain a PIK interest provision whereby the issuer has either the option or the obligation to make interest payments with the issuance of additional securities:
+Added: As of June 30, 2021, the following investments contain a PIK interest provision whereby the issuer has either the option or the obligation to make interest payments with the issuance of additional securities:
Interest Rate
7 unchanged sentences
Senior Secured First Lien Debt 11.00% 3.00% 14.00%
+Added: Ancile Solutions, Inc.
+Added: Senior Secured First Lien Debt 8.00% 3.00% 11.00%
Anthem Sports & Entertainment Inc.
6 unchanged sentences
CircusTrix Holdings, LLC Senior Secured First Lien Debt 6.50% 2.50% 9.00%
−Removed: CircusTrix Holdings, LLC Senior Secured First Lien Debt 6.50% 2.50% 9.00%
Country Fresh Holdings, LLC Senior Secured First Lien Debt 8.00% 4.00% 12.00%
−Removed: Country Fresh Holdings, LLC Senior Secured First Lien Debt — 15.00% 15.00%
Country Fresh Holdings, LLC Senior Secured Second Lien Debt — 9.50% 9.50%
22 unchanged sentences
Senior Secured Second Lien Debt 1.00% 10.50% 11.50%
−Removed: Plano Molding Company, LLC Senior Secured First Lien Debt 8.50% 1.50% 10.00%
Premiere Global Services, Inc.
4 unchanged sentences
Senior Secured First Lien Debt — 9.70% 9.70%
+Added: Spinal USA, Inc.
+Added: / Precision Medical Inc.
+Added: Senior Secured First Lien Debt 9.65% 1.00% 10.65%
+Added: Vesta Holdings, LLC Senior Secured First Lien Debt 7.00% 4.00% 11.00%
+Added: West Dermatology Management Holdings, LLC Senior Secured First Lien Debt 7.00% 0.75% 7.75%
WPLM Acquisition Corp.
Unsecured Note — 15.00% 15.00%
−Removed: As of March 31, 2021, the index rate for $250, $8,500 and $8,750 was Prime, 1 Month LIBOR and 3 Month LIBOR, respectively.
+Added: As of June 30, 2021, the index rate for $8,419 and $8,571 was 1 Month LIBOR and 3 Month LIBOR, respectively.
See accompanying notes to consolidated financial statements.
387 unchanged sentences
Investment determined to be an affiliated investment as defined in the 1940 Act as the Company owns between 5% and 25% of the portfolio company’s outstanding voting securities but does not control the portfolio company.
−Removed: Fair value as of December 31, 2019 and 2020, along with transactions during the year ended December 31, 2020 in these affiliated investments, are as follows:
+Added: Fair value as of December 31, 2019 and 2020, along with transactions during the year ended December 31, 2020 in these affiliated investments, were as follows:
Year Ended December 31, 2020 Year Ended December 31, 2020
60 unchanged sentences
Investment determined to be a controlled investment as defined in the 1940 Act as the Company is deemed to exercise a controlling influence over the management or policies of the portfolio company due to beneficially owning, either directly or through one or more controlled companies, more than 25% of the outstanding voting securities of such portfolio company.
−Removed: Fair value as of December 31, 2019 and 2020, along with transactions during the year ended December 31, 2020 in these controlled investments, are as follows:
+Added: Fair value as of December 31, 2019 and 2020, along with transactions during the year ended December 31, 2020 in these controlled investments, were as follows:
Year Ended December 31, 2020 Year Ended December 31, 2020
73 unchanged sentences
Notes to Consolidated Financial Statements (unaudited)
−Removed: March 31, 2021
+Added: June 30, 2021
(in thousands, except share and per share amounts)
10 unchanged sentences
On November 13, 2020, the board of directors of the Company, including a majority of the board of directors who are not interested persons, approved the renewal of the investment advisory agreement with CIM for a period of twelve months commencing December 17, 2020.
+Added: On April 5, 2021, the board of directors of the Company, including a majority of the board of directors who are not interested persons, approved the amended and restated investment advisory agreement with CIM, which was subsequently approved by shareholders on August 9, 2021 (as described in further detail below).
The Company and CIM previously engaged Apollo Investment Management, L.P., or AIM, a subsidiary of Apollo Global Management, Inc., or, together with its subsidiaries, Apollo, a leading global alternative investment manager, to act as the Company’s investment sub-adviser.
11 unchanged sentences
All of the Company's investment decisions are the sole responsibility of, and are made at the sole discretion of, CIM's investment committee, which consists entirely of CIG personnel.
+Added: On April 5, 2021, the Company’s board of directors unanimously approved a number of steps in connection with the commencement of plans to pursue a potential listing of the Company’s shares of common stock on a national securities exchange.
+Added: The Company has been cleared to file an application, and has applied, to list its shares of common stock on the New York Stock Exchange, or the NYSE, under the symbol “CION”.
+Added: Subject to market conditions, final board approvals and NYSE approval, the Company currently expects to seek the commencement of trading of its shares of common stock on the NYSE, or the Listing, in the period following receipt of shareholder approval of the proposals to be considered at the Company’s reconvened annual meeting, as described in the Company’s definitive proxy statement filed on May 13, 2021.
+Added: There can be no assurance that the Company will be able to complete the Listing in any certain timeframe or at all.
+Added: CĪON Investment Corporation
+Added: Notes to Consolidated Financial Statements (unaudited)
+Added: June 30, 2021
+Added: (in thousands, except share and per share amounts)
+Added: In connection with the potential Listing, the Board also approved an amended and restated investment advisory agreement with CIM.
+Added: A description of the amended and restated investment advisory agreement is set forth in Proposal 3 in the Company’s definitive proxy statement filed on May 13, 2021.
+Added: The amended and restated investment advisory agreement is effective upon the Listing, except for the change to the calculation of the subordinated incentive fee payable to CIM that expresses the hurdle rate required for CIM to earn, and be paid, the incentive fee as a percentage of the Company’s net assets rather than adjusted capital, which is not dependent upon the Listing.
+Added: The amended and restated investment advisory agreement was approved by shareholders on August 9, 2021 at the Company’s reconvened 2021 annual meeting of shareholders.
+Added: As a result, on August 10, 2021, the Company and CIM entered into the amended and restated investment advisory agreement in order to implement this change to the calculation of the subordinated incentive fee payable to CIM.
Summary of Significant Accounting Policies
10 unchanged sentences
See Note 7 for a description of the Company’s investment in CION SOF.
−Removed: CĪON Investment Corporation
−Removed: Notes to Consolidated Financial Statements (unaudited)
−Removed: March 31, 2021
−Removed: (in thousands, except share and per share amounts)
The Company evaluates subsequent events through the date that the consolidated financial statements are issued.
19 unchanged sentences
Treasury securities and repurchase agreements that are collateralized by such securities.
−Removed: The Company had $87,593 and $73,597 of such investments at March 31, 2021 and December 31, 2020, respectively, which are included in investments, at fair value on the accompanying consolidated balance sheets and on the consolidated schedules of investments.
+Added: The Company had $48,484 and $73,597 of such investments at June 30, 2021 and December 31, 2020, respectively, which are included in investments, at fair value on the accompanying consolidated balance sheets and on the consolidated schedules of investments.
+Added: CĪON Investment Corporation
+Added: Notes to Consolidated Financial Statements (unaudited)
+Added: June 30, 2021
+Added: (in thousands, except share and per share amounts)
Offering Costs
13 unchanged sentences
The income tax expense or benefit, if any, and the related tax assets and liabilities, where material, are reflected in the Company’s consolidated financial statements.
−Removed: There were no deferred tax assets or liabilities as of March 31, 2021.
−Removed: CĪON Investment Corporation
−Removed: Notes to Consolidated Financial Statements (unaudited)
−Removed: March 31, 2021
−Removed: (in thousands, except share and per share amounts)
+Added: There were no deferred tax assets or liabilities as of June 30, 2021.
Book/tax differences relating to permanent differences are reclassified among the Company’s capital accounts, as appropriate.
16 unchanged sentences
The rapid development and fluidity of this situation precludes any prediction as to the ultimate adverse impact of COVID-19 on economic and market conditions.
−Removed: The Company believes the estimates and assumptions underlying the consolidated financial statements are reasonable and supportable based on the information available as of March 31, 2021;
−Removed: however, uncertainty over the ultimate impact COVID-19 will have on the global economy generally, and the Company’s business in particular, makes any estimates and assumptions as of March 31, 2021 inherently less certain than they would be absent the current and potential impacts of COVID-19.
+Added: The Company believes the estimates and assumptions underlying the consolidated financial statements are reasonable and supportable based on the information available as of June 30, 2021;
+Added: however, uncertainty over the ultimate impact COVID-19 will have on the global economy generally, and the Company’s business in particular, makes any estimates and assumptions as of June 30, 2021 inherently less certain than they would be absent the current and potential impacts of COVID-19.
Actual results may materially differ from those estimates.
+Added: CĪON Investment Corporation
+Added: Notes to Consolidated Financial Statements (unaudited)
+Added: June 30, 2021
+Added: (in thousands, except share and per share amounts)
Valuation of Portfolio Investments
11 unchanged sentences
Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.
−Removed: CĪON Investment Corporation
−Removed: Notes to Consolidated Financial Statements (unaudited)
−Removed: March 31, 2021
−Removed: (in thousands, except share and per share amounts)
Based on the observability of the inputs used in the valuation techniques, the Company is required to provide disclosures on fair value measurements according to the fair value hierarchy.
17 unchanged sentences
Discounted cash flow analysis, including a terminal value or exit multiple.
+Added: CĪON Investment Corporation
+Added: Notes to Consolidated Financial Statements (unaudited)
+Added: June 30, 2021
+Added: (in thousands, except share and per share amounts)
Determination of fair value involves subjective judgments and estimates.
13 unchanged sentences
The choice of analyses and the weight assigned to such factors may vary across investments and may change within an investment if events occur that warrant such a change.
−Removed: CĪON Investment Corporation
−Removed: Notes to Consolidated Financial Statements (unaudited)
−Removed: March 31, 2021
−Removed: (in thousands, except share and per share amounts)
The discounted cash flow model deemed appropriate by CIM is prepared for the applicable investments and reviewed by designated members of CIM’s management team.
15 unchanged sentences
Upon the prepayment of a loan or security, prepayment premiums, any unamortized loan origination fees, OID, or market discounts/premiums are recorded as interest income.
+Added: CĪON Investment Corporation
+Added: Notes to Consolidated Financial Statements (unaudited)
+Added: June 30, 2021
+Added: (in thousands, except share and per share amounts)
The Company may have investments in its investment portfolio that contain a PIK interest provision.
3 unchanged sentences
In order to maintain RIC status, substantially all of this income must be paid out to shareholders in the form of distributions, even if the Company has not collected any cash.
−Removed: For additional information on investments that contain a PIK interest provision, see the consolidated schedules of investments as of March 31, 2021 and December 31, 2020.
+Added: For additional information on investments that contain a PIK interest provision, see the consolidated schedules of investments as of June 30, 2021 and December 31, 2020.
Loans and debt securities, including those that are individually identified as being impaired under Accounting Standards Codification 310, Receivables , or ASC 310, are generally placed on non-accrual status immediately if, in the opinion of management, principal or interest is not likely to be paid, or when principal or interest is past due 90 days or more.
8 unchanged sentences
In certain instances where the Company is invited to participate as a co-lender in a transaction and does not provide significant services in connection with the investment, a portion of loan fees paid to the Company in such situations will be deferred and amortized over the estimated life of the loan as interest income.
−Removed: CĪON Investment Corporation
−Removed: Notes to Consolidated Financial Statements (unaudited)
−Removed: March 31, 2021
−Removed: (in thousands, except share and per share amounts)
Other income includes amendment fees that are fixed based on contractual terms and are generally non-recurring and non-refundable and are recognized as revenue when earned upon closing of the transaction.
8 unchanged sentences
Such fee equals 20% of the Company’s incentive fee capital gains (i.e., the Company’s realized capital gains on a cumulative basis from inception, calculated as of the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis), less the aggregate amount of any previously paid capital gains incentive fees.
+Added: Pursuant to the amended and restated investment advisory agreement, the incentive fee on capital gains will be reduced to 17.5%, which will be effective on the Listing.
+Added: A description of the amended and restated investment advisory agreement is set forth in Proposal 3 in the Company’s definitive proxy statement filed on May 13, 2021.
+Added: There can be no assurance that the Company will be able to complete the Listing in any certain timeframe or at all.
On a cumulative basis and to the extent that all realized capital losses and unrealized capital depreciation exceed realized capital gains as well as the aggregate realized net capital gains for which a fee has previously been paid, the Company would not be required to pay CIM a capital gains incentive fee.
On a quarterly basis, the Company accrues for the capital gains incentive fee by calculating such fee as if it were due and payable as of the end of such period.
+Added: CĪON Investment Corporation
+Added: Notes to Consolidated Financial Statements (unaudited)
+Added: June 30, 2021
+Added: (in thousands, except share and per share amounts)
While the investment advisory agreement with CIM neither includes nor contemplates the inclusion of unrealized gains in the calculation of the capital gains incentive fee, pursuant to an interpretation of the American Institute for Certified Public Accountants, or AICPA, Technical Practice Aid for investment companies, the Company accrues capital gains incentive fees on unrealized gains.
9 unchanged sentences
The Company’s follow-on continuous public offering commenced on January 25, 2016 and ended on January 25, 2019.
−Removed: CĪON Investment Corporation
−Removed: Notes to Consolidated Financial Statements (unaudited)
−Removed: March 31, 2021
−Removed: (in thousands, except share and per share amounts)
−Removed: The following table summarizes transactions with respect to shares of the Company’s common stock during the three months ended March 31, 2021 and 2020 and the year ended December 31, 2020:
−Removed: Three Months Ended
−Removed: March 31, Year Ended
+Added: The following table summarizes transactions with respect to shares of the Company’s common stock during the six months ended June 30, 2021 and 2020 and the year ended December 31, 2020:
+Added: Six Months Ended
+Added: June 30, Year Ended
2021 2020 2020
7 unchanged sentences
Net shares/proceeds from (for) share transactions 3,466 $ (30) (69,790) $ (15) (87,422) $ (2)
−Removed: Since commencing its initial continuous public offering on July 2, 2012 and through March 31, 2021, the Company sold 113,299,836 shares of common stock for net proceeds of $1,155,286 at an average price per share of $10.20.
+Added: Since commencing its initial continuous public offering on July 2, 2012 and through June 30, 2021, the Company sold 113,297,189 shares of common stock for net proceeds of $1,155,255 at an average price per share of $10.20.
The net proceeds include gross proceeds received from reinvested shareholder distributions of $232,386, for which the Company issued 26,425,715 shares of common stock, and gross proceeds paid for shares of common stock tendered for repurchase of $232,417, for which the Company repurchased 26,620,271 shares of common stock.
−Removed: During the period from April 1, 2021 to May 10, 2021, the Company received gross proceeds of $1,723 from reinvested shareholder distributions, for which the Company issued 214,640 shares of common stock.
−Removed: Since commencing its initial continuous public offering on July 2, 2012 and through May 10, 2021, the Company sold 113,514,454 shares of common stock for net proceeds of $1,157,009 at an average price per share of $10.19.
+Added: During the period from July 1, 2021 to August 10, 2021, the Company received gross proceeds of $1,689 from reinvested shareholder distributions, for which the Company issued 208,197 shares of common stock.
+Added: Since commencing its initial continuous public offering on July 2, 2012 and through August 10, 2021, the Company sold 113,505,009 shares of common stock for net proceeds of $1,156,943 at an average price per share of $10.19.
The net proceeds include gross proceeds received from reinvested shareholder distributions of $234,075, for which the Company issued 26,633,912 shares of common stock, and gross proceeds paid for shares of common stock tendered for repurchase of $232,421, for which the Company repurchased 26,620,648 shares of common stock.
1 unchanged sentence
The Company has not issued any such shares as of the date of these notes to consolidated financial statements and does not currently intend to do so through August 2021 (the 12-month anniversary of such shareholder approval).
−Removed: In 2021, the Company will seek to obtain from its shareholders and they may approve a proposal that again authorizes the Company to issue shares of its common stock at prices below the then current NAV per share of the Company’s common stock in one or more offerings for a 12-month period.
−Removed: Share Repurchase Program
−Removed: The Company offers to repurchase shares on such terms as determined by the Company’s board of directors in its complete and absolute discretion unless, in the judgment of the independent directors of the Company’s board of directors, such repurchases would not be in the best interests of the Company’s shareholders or would violate applicable law.
−Removed: On March 19, 2020, the Company's board of directors, including the independent directors, temporarily suspended the Company's share repurchase program commencing with the second quarter of 2020 and included the third quarter of 2020.
−Removed: On November 13, 2020, the Company recommenced its share repurchase program for the fourth quarter of 2020.
−Removed: Share repurchases for future quarters will be evaluated by the board of directors based on circumstances and expectations existing at the time of consideration.
−Removed: The Company currently limits the number of shares to be repurchased during any calendar year to the number of shares it can repurchase with the proceeds it receives from the issuance of shares pursuant to its fifth amended and restated distribution reinvestment plan.
−Removed: At the discretion of the Company’s board of directors, it may also use cash on hand, cash available from borrowings and cash from liquidation of investments as of the end of the applicable period to repurchase shares.
−Removed: The Company currently offers to repurchase such shares at a price equal to the estimated net asset value per share on each date of repurchase.
−Removed: Any periodic repurchase offers are subject in part to the Company’s available cash and compliance with the BDC and RIC qualification and diversification rules promulgated under the 1940 Act and the Code, respectively.
−Removed: While the Company conducts quarterly tender offers as described above, it is not required to do so and may suspend or terminate the share repurchase program at any time, upon 30 days’ notice.
+Added: On August 9, 2021, the Company's shareholders approved a proposal that again authorizes the Company to issue shares of its common stock at prices below the then current NAV per share of the Company’s common stock in one or more offerings for a 12-month period following shareholder approval, which will be conditioned upon the occurrence of the Listing.
CĪON Investment Corporation
Notes to Consolidated Financial Statements (unaudited)
−Removed: March 31, 2021
+Added: June 30, 2021
(in thousands, except share and per share amounts)
−Removed: The following table summarizes the share repurchases completed during the year ended December 31, 2020 and the three months ended March 31, 2021:
+Added: Share Repurchase Program
+Added: The Company offered to repurchase shares on such terms as determined by the Company’s board of directors in its complete and absolute discretion unless, in the judgment of the independent directors of the Company’s board of directors, such repurchases would not have been in the best interests of the Company’s shareholders or would have violated applicable law.
+Added: On March 19, 2020, the Company's board of directors, including the independent directors, temporarily suspended the Company's share repurchase program commencing with the second quarter of 2020 and included the third quarter of 2020.
+Added: On November 13, 2020, the Company recommenced its share repurchase program for the fourth quarter of 2020.
+Added: On July 30, 2021, the Company's board of directors, including the independent directors, determined to suspend the Company's share repurchase program commencing with the third quarter of 2021 in anticipation of the Listing and the concurrent enhanced liquidity the Listing is expected to provide.
+Added: The share repurchase program will ultimately terminate upon the Listing.
+Added: For a detailed discussion of the potential Listing, refer to Note 1 to these notes to consolidated financial statements.
+Added: The Company limited the number of shares to be repurchased during any calendar year to the number of shares it could have repurchased with the proceeds it received from the issuance of shares pursuant to its fifth amended and restated distribution reinvestment plan.
+Added: At the discretion of the Company’s board of directors, it could have also used cash on hand, cash available from borrowings and cash from liquidation of investments as of the end of the applicable period to repurchase shares.
+Added: The Company offered to repurchase such shares at a price equal to the estimated net asset value per share on each date of repurchase.
+Added: Any periodic repurchase offers were subject in part to the Company’s available cash and compliance with the BDC and RIC qualification and diversification rules promulgated under the 1940 Act and the Code, respectively.
+Added: While the Company conducted quarterly tender offers as described above, it was not required to do so and had the authority to suspend or terminate the share repurchase program at any time, upon 30 days’ notice.
+Added: The following table summarizes the share repurchases completed during the year ended December 31, 2020 and the six months ended June 30, 2021:
Three Months Ended Repurchase Date Shares Repurchased Percentage of Shares Tendered That Were Repurchased Repurchase Price Per Share Aggregate Consideration for Repurchased Shares
5 unchanged sentences
March 31, 2021 March 24, 2021 675,440 6% $ 7.83 $ 5,291
−Removed: Total for the three months ended March 31, 2021 675,440 $ 5,291
+Added: June 30, 2021 June 23, 2021 640,277 7% 8.07 5,163
+Added: Total for the six months ended June 30, 2021 1,315,717 $ 10,454
(1) Represents an adjustment made during the three months ended June 30, 2020 to shares repurchased during the three months ended March 31, 2020.
+Added: CĪON Investment Corporation
+Added: Notes to Consolidated Financial Statements (unaudited)
+Added: June 30, 2021
+Added: (in thousands, except share and per share amounts)
Transactions with Related Parties
−Removed: For the three months ended March 31, 2021 and 2020 and the year ended December 31, 2020, fees and other expenses incurred by the Company related to CIM and its affiliates were as follows:
+Added: For the three and six months ended June 30, 2021 and 2020 and the year ended December 31, 2020, fees and other expenses incurred by the Company related to CIM and its affiliates were as follows:
Three Months Ended
−Removed: March 31, Year Ended December 31,
+Added: June 30, Six Months Ended
+Added: June 30, Year Ended December 31,
Entity Capacity Description 2021 2020 2021 2020 2020
8 unchanged sentences
On November 13, 2020, the board of directors of the Company, including a majority of the board of directors who are not interested persons, approved the renewal of the investment advisory agreement for a period of twelve months commencing December 17, 2020.
+Added: On April 5, 2021, the board of directors of the Company, including a majority of the board of directors who are not interested persons, approved the amended and restated investment advisory agreement with CIM, which was subsequently approved by shareholders on August 9, 2021.
Pursuant to the investment advisory agreement, CIM is paid an annual base management fee equal to 2.0% of the average value of the Company’s gross assets, less cash and cash equivalents, and an incentive fee based on the Company’s performance, as described below.
+Added: Pursuant to the amended and restated investment advisory agreement, the annual base management fee will be reduced to 1.5% of the average value of the Company’s gross assets (including cash pledged as collateral for the Company’s secured financing arrangements, but excluding other cash and cash equivalents so that investors do not pay the base management fee on such assets), to the extent that the Company’s asset coverage ratio is greater than or equal to 200% (i.e., $1 of debt outstanding for each $1 of equity);
+Added: provided that, the annual base management fee would be reduced further to 1.0% for any such gross assets purchased with leverage resulting in the Company’s asset coverage ratio dropping below 200%.
+Added: Under the 1940 Act, the Company is not currently permitted to incur indebtedness that would cause its asset coverage ratio to drop below 200%.
+Added: These changes to the base management fee are effective upon the Listing, if and when the potential Listing occurs.
The base management fee is payable quarterly in arrears and is calculated based on the two most recently completed calendar quarters.
1 unchanged sentence
The first part, which is referred to as the subordinated incentive fee on income, is calculated and payable quarterly in arrears based on “pre-incentive fee net investment income” for the immediately preceding quarter and is subject to a hurdle rate, measured quarterly and expressed as a rate of return on adjusted capital, as defined in the investment advisory agreement, equal to 1.875% per quarter, or an annualized rate of 7.5%.
−Removed: The Company receives 100% of pre-incentive fee net investment income once the hurdle rate is exceeded until the annualized rate of 9.375% is exceeded, at which point the Company receives 20% of all pre-incentive fee net investment income that exceeds the annualized rate of 9.375%.
−Removed: For the three months ended March 31, 2021 and 2020, the liabilities recorded for subordinated incentive fees were $0 and $3,308, respectively.
+Added: The Company pays to CIM 100% of pre-incentive fee net investment income once the hurdle rate is exceeded until the annualized rate of 9.375% is exceeded, at which point the Company pays to CIM 20% of all pre-incentive fee net investment income that exceeds the annualized rate of 9.375%.
+Added: Under the amended and restated investment advisory agreement, the hurdle rate would be reduced to 1.625% per quarter, or an annualized rate of 6.5%, and the Company would pay to CIM 100% of pre-incentive fee net investment income once the hurdle rate is exceeded until the annualized rate of 7.879% is exceeded, at which point the Company would pay to CIM 17.5% of all pre-incentive fee net investment income.
+Added: These changes to the subordinated incentive fee on income are effective upon the Listing, except for the change to the calculation of the subordinated incentive fee payable to CIM that expresses the hurdle rate required for CIM to earn, and be paid, the incentive fee as a percentage of the Company’s net assets rather than adjusted capital, which was effective on August 10, 2021.
+Added: For the three months ended June 30, 2021 and 2020, the Company did not record any liabilities for subordinated incentive fees.
The second part of the incentive fee, which is referred to as the capital gains incentive fee, is described in Note 2.
+Added: The Company accrues the capital gains incentive fee based on net realized gains and net unrealized appreciation;
+Added: however, under the terms of the investment advisory agreement, the fee payable to CIM is based on net realized gains and unrealized depreciation and no such fee is payable with respect to unrealized appreciation unless and until such appreciation is actually realized.
+Added: For the three and six months ended June 30, 2021 and 2020 and the year ended December 31, 2020, the Company had no liability for and did not record any capital gains incentive fees.
CĪON Investment Corporation
Notes to Consolidated Financial Statements (unaudited)
−Removed: March 31, 2021
+Added: June 30, 2021
(in thousands, except share and per share amounts)
−Removed: The Company accrues the capital gains incentive fee based on net realized gains and net unrealized appreciation;
−Removed: however, under the terms of the investment advisory agreement, the fee payable to CIM is based on net realized gains and unrealized depreciation and no such fee is payable with respect to unrealized appreciation unless and until such appreciation is actually realized.
−Removed: For the three months ended March 31, 2021 and 2020 and the year ended December 31, 2020, the Company had no liability for and did not record any capital gains incentive fees.
On April 1, 2018, the Company entered into an administration agreement with CIM pursuant to which CIM furnishes the Company with administrative services including accounting, investor relations and other administrative services necessary to conduct its day-to-day operations.
18 unchanged sentences
Expense support, if any, will be determined as appropriate to meet the objectives of the expense support and conditional reimbursement agreement.
−Removed: For the three months ended March 31, 2021 and 2020 and the year ended December 31, 2020, the Company did not receive any expense support from CIM.
+Added: For the three and six months ended June 30, 2021 and 2020 and the year ended December 31, 2020, the Company did not receive any expense support from CIM.
See Note 5 for additional information on the sources of the Company’s distributions.
−Removed: The Company did not record any obligation to repay expense support from CIM and the Company did not repay any expense support to CIM during the three months ended March 31, 2021 and 2020 and the year ended December 31, 2020.
+Added: The Company did not record any obligation to repay expense support from CIM and the Company did not repay any expense support to CIM during the three and six months ended June 30, 2021 and 2020 and the year ended December 31, 2020.
The Company may or may not be requested to reimburse any expense support provided in the future.
5 unchanged sentences
There can be no assurance that the expense support and conditional reimbursement agreement will remain in effect or that CIM will support any portion of the Company’s expenses in future quarters.
+Added: As of June 30, 2021 and December 31, 2020, the total liability payable to CIM and its affiliates was $9,208 and $13,275, respectively, which primarily related to fees earned by CIM during the three months ended June 30, 2021 and December 31, 2020, respectively.
CĪON Investment Corporation
Notes to Consolidated Financial Statements (unaudited)
−Removed: March 31, 2021
+Added: June 30, 2021
(in thousands, except share and per share amounts)
−Removed: As of March 31, 2021 and December 31, 2020, the total liability payable to CIM and its affiliates was $8,237 and $13,275, respectively, which primarily related to fees earned by CIM during the three months ended March 31, 2021 and December 31, 2020, respectively.
In the event that CIM undertakes to provide investment advisory services to other clients in the future, it will strive to allocate investment opportunities in a fair and equitable manner consistent with the Company’s investment objective and strategies so that the Company will not be disadvantaged in relation to any other client of the investment adviser or its senior management team.
12 unchanged sentences
Declared distributions are paid monthly.
−Removed: The Company’s board of directors declared or ratified distributions for 19 and 3 record dates during the year ended December 31, 2020 and the three months ended March 31, 2021, respectively.
−Removed: The following table presents cash distributions per share that were declared during the year ended December 31, 2020 and the three months ended March 31, 2021:
+Added: The Company’s board of directors declared or ratified distributions for 19 and 6 record dates during the year ended December 31, 2020 and the six months ended June 30, 2021, respectively.
+Added: The following table presents cash distributions per share that were declared during the year ended December 31, 2020 and the six months ended June 30, 2021:
Distributions
6 unchanged sentences
March 31, 2021 (three record dates) $ 0.1324 $ 15,029
−Removed: Total distributions for the three months ended March 31, 2021 $ 0.1324 $ 15,029
−Removed: On March 16, 2021, the Company's co-chief executive officers declared regular monthly cash distributions of $0.04413 per share for April 2021.
−Removed: The distributions were paid on April 28, 2021 to shareholders of record as of April 27, 2021.
−Removed: Shareholders who previously elected to receive distributions in additional shares of the Company common stock pursuant to the Company’s distribution reinvestment plan were issued additional shares for the April 2021 distributions on April 28, 2021.
−Removed: On April 15, 2021, the Company's co-chief executive officers declared regular monthly cash distributions of $0.04413 per share for May 2021.
−Removed: The distributions will be paid on May 26, 2021 to shareholders of record as of May 25, 2021.
−Removed: Shareholders who previously elected to receive distributions in additional shares of the Company common stock pursuant to the Company’s distribution reinvestment plan will be issued additional shares for the May 2021 distributions on May 26, 2021.
+Added: June 30, 2021 (three record dates) 0.1324 15,000
+Added: Total distributions for the six months ended June 30, 2021 $ 0.2648 $ 30,029
+Added: On June 15, 2021, the Company's co-chief executive officers declared regular monthly cash distributions of $0.04413 per share for July 2021.
+Added: The distributions were paid on July 28, 2021 to shareholders of record as of July 27, 2021.
+Added: Shareholders who previously elected to receive distributions in additional shares of the Company's common stock pursuant to the Company’s distribution reinvestment plan were issued additional shares for the July 2021 distributions on July 28, 2021.
+Added: On July 15, 2021, the Company's co-chief executive officers declared regular monthly cash distributions of $0.04413 per share for August 2021.
+Added: The distributions will be paid on September 1, 2021 to shareholders of record as of August 31, 2021.
+Added: Shareholders who previously elected to receive distributions in additional shares of the Company's common stock pursuant to the Company’s distribution reinvestment plan will be issued additional shares for the August 2021 distributions on September 1, 2021.
CĪON Investment Corporation
Notes to Consolidated Financial Statements (unaudited)
−Removed: March 31, 2021
+Added: June 30, 2021
(in thousands, except share and per share amounts)
5 unchanged sentences
The Company may fund its cash distributions to shareholders from any sources of funds available to the Company, including borrowings, net investment income from operations, capital gains proceeds from the sale of assets, non-capital gains proceeds from the sale of assets, dividends or other distributions paid to it on account of preferred and common equity investments in portfolio companies and expense support from CIM, which is subject to repayment by the Company within three years.
−Removed: The Company has not established limits on the amount of funds it may use from available sources to make distributions.
−Removed: For the three months ended March 31, 2021 and 2020 and the year ended December 31, 2020, none of the Company's distributions resulted from expense support from CIM.
The purpose of this arrangement is to avoid such distributions being characterized as a return of capital.
−Removed: Shareholders should understand that any such distributions are not based on the Company’s investment performance, and can only be sustained if the Company maintains positive investment performance in future periods and/or CIM provides such expense support.
+Added: Shareholders should understand that any distributions funded by expense support from CIM are not based on the Company’s investment performance, and any such distributions can only be sustained if the Company maintains positive investment performance in future periods and/or CIM provides such expense support.
Shareholders should also understand that the Company’s future repayments of expense support will reduce the distributions that they would otherwise receive.
1 unchanged sentence
CIM has no obligation to provide expense support to the Company in future periods.
−Removed: The following table reflects the sources of cash distributions on a GAAP basis that the Company has declared on its shares of common stock during the three months ended March 31, 2021 and 2020 and the year ended December 31, 2020:
−Removed: Three Months Ended
−Removed: March 31, Year Ended
+Added: For the three months ended June 30, 2021 and 2020 and the year ended December 31, 2020, none of the Company's distributions resulted from expense support from CIM.
+Added: The Company has not established limits on the amount of funds it may use from available sources to make distributions.
+Added: The following table reflects the sources of cash distributions on a GAAP basis that the Company has declared on its shares of common stock during the six months ended June 30, 2021 and 2020 and the year ended December 31, 2020:
+Added: Six Months Ended
+Added: June 30, Year Ended
2021 2020 2020
14 unchanged sentences
Notes to Consolidated Financial Statements (unaudited)
−Removed: March 31, 2021
+Added: June 30, 2021
(in thousands, except share and per share amounts)
4 unchanged sentences
Other accumulated losses (1,793)
−Removed: Net unrealized depreciation on investments and total return swap (161,664)
+Added: Net unrealized depreciation on investments (161,664)
Total accumulated losses $ (157,507)
−Removed: As of March 31, 2021, the aggregate gross unrealized appreciation for all securities in which there was an excess of value over tax cost was $44,443;
+Added: As of June 30, 2021, the aggregate gross unrealized appreciation for all securities in which there was an excess of value over tax cost was $48,764;
the aggregate gross unrealized depreciation for all securities in which there was an excess of tax cost over value was $159,934;
5 unchanged sentences
and the aggregate cost of securities for Federal income tax purposes was $1,731,035.
−Removed: The composition of the Company’s investment portfolio as of March 31, 2021 and December 31, 2020 at amortized cost and fair value was as follows:
−Removed: March 31, 2021 December 31, 2020
+Added: The composition of the Company’s investment portfolio as of June 30, 2021 and December 31, 2020 at amortized cost and fair value was as follows:
+Added: June 30, 2021 December 31, 2020
Value Percentage of
13 unchanged sentences
Notes to Consolidated Financial Statements (unaudited)
−Removed: March 31, 2021
+Added: June 30, 2021
(in thousands, except share and per share amounts)
−Removed: The following tables show the composition of the Company’s investment portfolio by industry classification and geographic dispersion, and the percentage, by fair value, of the total investment portfolio assets in such industries and geographies as of March 31, 2021 and December 31, 2020:
−Removed: March 31, 2021 December 31, 2020
+Added: The following tables show the composition of the Company’s investment portfolio by industry classification and geographic dispersion, and the percentage, by fair value, of the total investment portfolio assets in such industries and geographies as of June 30, 2021 and December 31, 2020:
+Added: June 30, 2021 December 31, 2020
Industry Classification Investments at
5 unchanged sentences
Business 268,849 16.0 % 211,572 14.0 %
−Removed: Chemicals, Plastics & Rubber 124,555 8.1 % 141,654 9.5 %
Diversified & Production 127,105 7.6 % 108,078 7.2 %
−Removed: Advertising, Printing & Publishing 108,664 7.1 % 110,083 7.4 %
+Added: Chemicals, Plastics & Rubber 124,017 7.4 % 141,654 9.5 %
Consumer 112,840 6.7 % 85,254 5.7 %
−Removed: Beverage, Food & Tobacco 83,083 5.4 % 69,975 4.7 %
+Added: Advertising, Printing & Publishing 107,481 6.4 % 110,083 7.4 %
High Tech Industries 73,265 4.4 % 55,619 3.7 %
+Added: Beverage, Food & Tobacco 64,626 3.9 % 69,975 4.7 %
Capital Equipment 63,679 3.8 % 65,752 4.4 %
Banking, Finance, Insurance & Real Estate 53,168 3.2 % 41,211 2.8 %
+Added: Retail 45,543 2.7 % 29,312 2.0 %
+Added: Aerospace & Defense 42,331 2.5 % 35,751 2.4 %
+Added: Consumer Goods:
+Added: Durable 42,219 2.5 % 7,417 0.5 %
Telecommunications 41,975 2.5 % 46,638 3.1 %
Oil & Gas 41,543 2.5 % 28,136 1.9 %
−Removed: Aerospace & Defense 36,513 2.4 % 35,751 2.4 %
Construction & Building 41,064 2.5 % 34,653 2.3 %
Hotel, Gaming & Leisure 33,523 2.0 % 21,920 1.5 %
−Removed: Retail 28,751 1.9 % 29,312 2.0 %
+Added: Consumer Goods:
+Added: Non-Durable 32,534 1.9 % 15,757 1.1 %
Diversified Financials 25,710 1.5 % 37,214 2.5 %
2 unchanged sentences
Cargo 17,960 1.1 % 19,001 1.3 %
−Removed: Consumer Goods:
−Removed: Non-Durable 16,202 1.1 % 15,757 1.1 %
Metals & Mining 11,297 0.7 % 10,147 0.7 %
−Removed: Consumer Goods:
−Removed: Durable 7,859 0.5 % 7,417 0.5 %
Subtotal/total percentage 1,675,554 100.0 % 1,495,774 100.0 %
3 unchanged sentences
Notes to Consolidated Financial Statements (unaudited)
−Removed: March 31, 2021
+Added: June 30, 2021
(in thousands, except share and per share amounts)
−Removed: March 31, 2021 December 31, 2020
+Added: June 30, 2021 December 31, 2020
Geographic Dispersion(1) Investments at
6 unchanged sentences
Cayman Islands 14,095 0.8 % 12,131 0.8 %
−Removed: Luxembourg 9,795 0.7 % 10,034 0.7 %
Netherlands 7,426 0.4 % 7,651 0.5 %
+Added: Luxembourg 3,809 0.2 % 10,034 0.7 %
Cyprus 2,278 0.1 % 3,557 0.2 %
4 unchanged sentences
(1) The geographic dispersion is determined by the portfolio company's country of domicile.
−Removed: As of March 31, 2021 and December 31, 2020, investments on non-accrual status represented 0.5% and 0.5%, respectively, of the Company's investment portfolio on a fair value basis.
+Added: As of June 30, 2021 and December 31, 2020, investments on non-accrual status represented 0.4% and 0.5%, respectively, of the Company's investment portfolio on a fair value basis.
The Company’s investment portfolio may contain senior secured investments that are in the form of lines of credit, delayed draw term loans, revolving credit facilities, or unfunded commitments, which may require the Company to provide funding when requested in accordance with the terms of the underlying agreements.
−Removed: As of March 31, 2021 and December 31, 2020, the Company’s unfunded commitments amounted to $75,738 and $43,130, respectively.
−Removed: As of May 10, 2021, the Company’s unfunded commitments amounted to $79,985.
+Added: As of June 30, 2021 and December 31, 2020, the Company’s unfunded commitments amounted to $80,283 and $43,130, respectively.
+Added: As of August 5, 2021, the Company’s unfunded commitments amounted to $85,059.
Since these commitments may expire without being drawn upon, unfunded commitments do not necessarily represent future cash requirements or future earning assets for the Company.
19 unchanged sentences
On December 14, 2020, CION SOF repaid to MS all amounts outstanding under the SOF Credit Facility.
−Removed: For the three months ended March 31, 2020 and the year ended December 31, 2020, the Company recorded dividend income from its equity interest in CION SOF of $1,412 and $3,518, respectively.
−Removed: The Company did not record any dividend income from its equity interest in CION SOF for the three months ended March 31, 2021.
+Added: For the six months ended June 30, 2020 and the year ended December 31, 2020, the Company recorded dividend income from its equity interest in CION SOF of $2,487 and $3,518, respectively.
+Added: The Company did not record any dividend income from its equity interest in CION SOF for the six months ended June 30, 2021.
CĪON Investment Corporation
Notes to Consolidated Financial Statements (unaudited)
−Removed: March 31, 2021
+Added: June 30, 2021
(in thousands, except share and per share amounts)
32 unchanged sentences
Total liabilities and members' capital $ 14,328
−Removed: The following table includes selected statement of operations information for CION SOF for the three months ended March 31, 2021 and 2020 and the year ended December 31, 2020:
+Added: The following table includes selected statement of operations information for CION SOF for the six months ended June 30, 2021 and 2020 and the year ended December 31, 2020:
Three Months Ended
−Removed: March 31, Year Ended December 31,
+Added: June 30, Six Months Ended
+Added: June 30, Year Ended December 31,
Selected Statement of Operations Information:
3 unchanged sentences
Net realized loss on investments — (337) — (337) (3,427)
−Removed: Net change in unrealized (depreciation) appreciation on investments — (4,107) 28
−Removed: Net (decrease) increase in net assets $ — $ (2,460) $ 541
+Added: Net change in unrealized appreciation (depreciation) on investments — 542 — (3,564) 28
+Added: Net increase (decrease) in net assets $ — $ 1,374 $ — $ (1,086) $ 541
CĪON Investment Corporation
Notes to Consolidated Financial Statements (unaudited)
−Removed: March 31, 2021
+Added: June 30, 2021
(in thousands, except share and per share amounts)
Financing Arrangements
−Removed: The following table presents summary information with respect to the Company’s outstanding financing arrangements as of March 31, 2021:
+Added: The following table presents summary information with respect to the Company’s outstanding financing arrangements as of June 30, 2021:
Financing Arrangement Type of Financing Arrangement Rate Amount Outstanding Amount Available Maturity Date
2 unchanged sentences
UBS Facility Repurchase Agreement L+3.375% 100,000 50,000 November 19, 2023
+Added: More Term Loan(2) Term Loan Facility Agreement 5.20% 30,000 — September 30, 2024
$ 805,000 $ 75,000
−Removed: (1) As of March 31, 2021, the fair value of the 2026 Notes was $125,000, which was based on a yield analysis and discount rate commensurate with the market yields for similar types of debt.
−Removed: The fair value of these debt obligations would be categorized as Level 3 under ASC 820 as of March 31, 2021.
+Added: (1) As of June 30, 2021, the fair value of the 2026 Notes was $125,000, which was based on a yield analysis and discount rate commensurate with the market yields for similar types of debt.
+Added: The fair value of these debt obligations would be categorized as Level 3 under ASC 820 as of June 30, 2021.
+Added: (2) As of June 30, 2021, the fair value of the More Term Loan was $30,000, which was based on a yield analysis and discount rate commensurate with the market yields for similar types of debt.
+Added: The fair value of these debt obligations would be categorized as Level 3 under ASC 820 as of June 30, 2021.
JPM Credit Facility
12 unchanged sentences
Advances under the Second Amended JPM Credit Facility bore interest at a floating rate equal to the three-month LIBOR, plus a spread of 3.25% per year.
−Removed: On May 15, 2020 and May 19, 2020, 34th Street drew down $358,878 and $100,000 of borrowings under the Second Amended JPM Credit Facility, respectively.
−Removed: On May 15, 2020, May 22, 2020, June 12, 2020, June 19, 2020, June 29, 2020, July 6, 2020 and August 14, 2020, 34th Street repaid $13,843, $15,000, $5,000, $18,000, $11,000, $13,500 and $7,535 of borrowings under the Second Amended JPM Credit Facility, respectively.
On February 26, 2021, 34th Street amended and restated the Second Amended JPM Credit Facility, or the Third Amended JPM Credit Facility, with JPM.
5 unchanged sentences
On February 17, 2021, 34th Street repaid $125,000 of borrowings under the Third Amended JPM Credit Facility.
+Added: On June 2, 2021, 34th Street drew down $50,000 of borrowings under the Third Amended JPM Credit Facility.
+Added: CĪON Investment Corporation
+Added: Notes to Consolidated Financial Statements (unaudited)
+Added: June 30, 2021
+Added: (in thousands, except share and per share amounts)
Interest is payable quarterly in arrears.
2 unchanged sentences
The non-usage fees, if any, are payable quarterly in arrears.
−Removed: CĪON Investment Corporation
−Removed: Notes to Consolidated Financial Statements (unaudited)
−Removed: March 31, 2021
−Removed: (in thousands, except share and per share amounts)
−Removed: As of March 31, 2021 and December 31, 2020, the principal amount outstanding on the Third Amended JPM Credit Facility and the Second Amended JPM Credit Facility, respectively, was $500,000 and $625,000, respectively.
+Added: As of June 30, 2021 and December 31, 2020, the principal amount outstanding on the Third Amended JPM Credit Facility and the Second Amended JPM Credit Facility, respectively, was $550,000 and $625,000, respectively.
The Company contributed loans and other corporate debt securities to 34th Street in exchange for 100% of the membership interests of 34th Street, and may contribute additional loans and other corporate debt securities to 34th Street in the future.
2 unchanged sentences
In connection with the Third Amended JPM Credit Facility, 34th Street has made certain representations and warranties and is required to comply with a borrowing base requirement, various covenants, reporting requirements and other customary requirements for similar facilities.
−Removed: As of and for the three months ended March 31, 2021, 34th Street was in compliance with all covenants and reporting requirements.
−Removed: Through March 31, 2021, the Company incurred debt issuance costs of $11,402 in connection with obtaining and amending the JPM Credit Facility, which were recorded as a direct reduction to the outstanding balance of the Third Amended JPM Credit Facility, which is included in the Company’s consolidated balance sheet as of March 31, 2021 and will amortize to interest expense over the term of the Third Amended JPM Credit Facility.
−Removed: At March 31, 2021, the unamortized portion of the debt issuance costs was $6,092.
−Removed: For the three months ended March 31, 2021 and 2020 and the year ended December 31, 2020, the components of interest expense, average borrowings, and weighted average interest rate for the Third Amended JPM Credit Facility and the Second Amended JPM Credit Facility, as applicable, were as follows:
−Removed: Three Months Ended March 31, Year Ended December 31,
+Added: As of and for the three months ended June 30, 2021, 34th Street was in compliance with all covenants and reporting requirements.
+Added: Through June 30, 2021, the Company incurred debt issuance costs of $11,402 in connection with obtaining and amending the JPM Credit Facility, which were recorded as a direct reduction to the outstanding balance of the Third Amended JPM Credit Facility, which is included in the Company’s consolidated balance sheet as of June 30, 2021 and will amortize to interest expense over the term of the Third Amended JPM Credit Facility.
+Added: At June 30, 2021, the unamortized portion of the debt issuance costs was $5,606.
+Added: For the three and six months ended June 30, 2021 and 2020 and the year ended December 31, 2020, the components of interest expense, average borrowings, and weighted average interest rate for the Third Amended JPM Credit Facility and the Second Amended JPM Credit Facility, as applicable, were as follows:
+Added: Three Months Ended June 30, Six Months Ended June 30, Year Ended December 31,
2021 2020 2021 2020 2020
8 unchanged sentences
The net proceeds to the Company were approximately $122,300, after the deduction of placement agent fees and other financing expenses, which the Company used to repay debt under its secured financing arrangements.
+Added: CĪON Investment Corporation
+Added: Notes to Consolidated Financial Statements (unaudited)
+Added: June 30, 2021
+Added: (in thousands, except share and per share amounts)
The 2026 Notes mature on February 11, 2026.
4 unchanged sentences
Treasury securities, using such implied yield to maturity determined in accordance with the terms of the Note Purchase Agreement.
−Removed: CĪON Investment Corporation
−Removed: Notes to Consolidated Financial Statements (unaudited)
−Removed: March 31, 2021
−Removed: (in thousands, except share and per share amounts)
The 2026 Notes are general unsecured obligations of the Company that rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by certain of the Company’s subsidiaries, financing vehicles or similar facilities.
The Note Purchase Agreement contains other terms and conditions, including, without limitation, affirmative and negative covenants such as (i) information reporting, (ii) maintenance of the Company’s status as a BDC, (iii) minimum shareholders’ equity of 60% of the Company’s net asset value as of the year ended December 31, 2020 plus 50% of the net cash proceeds of the sale of certain equity interests by the Company after February 11, 2021, if any, (iv) a minimum asset coverage ratio of not less than 200%, or 150% if the Company obtains the requisite shareholder approval and the Company's common stock is listed for trading on a national securities exchange, (v) a minimum interest coverage ratio of 1.25 to 1.00 and (vi) an unencumbered asset coverage ratio of 1.25 to 1.00, provided that (a) first lien senior secured loans and cash represent more than 65% of the total value of unencumbered assets used by the Company for purposes of the ratio and (b) equity interests or structured products in the aggregate represent less than 15% of the total value of unencumbered assets used by the Company for purposes of the ratio.
−Removed: As of and for the three months ended March 31, 2021, the Company was in compliance with all reporting requirements.
+Added: As of and for the three months ended June 30, 2021, the Company was in compliance with all reporting requirements.
The Note Purchase Agreement also contains a “most favored lender” provision in favor of the purchasers in respect of any new unsecured credit facilities, loans or indebtedness in excess of $25,000 incurred by the Company, which indebtedness contains a financial covenant not contained in, or more restrictive against the Company than those contained, in the Note Purchase Agreement.
In addition, the Note Purchase Agreement contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness or derivative securities of the Company in an outstanding aggregate principal amount of at least $25,000, certain judgments and orders, and certain events of bankruptcy.
−Removed: As of March 31, 2021, the aggregate principal amount of 2026 Notes outstanding was $125,000.
−Removed: For the three months ended March 31, 2021, the components of interest expense, average borrowings, and weighted average interest rate for the 2026 Notes were as follows:
−Removed: For the Period from February 11, 2021 through March 31, 2021
+Added: As of June 30, 2021, the aggregate principal amount of 2026 Notes outstanding was $125,000.
+Added: Through June 30, 2021, the Company incurred debt issuance costs of $2,669 in connection with issuing the 2026 Notes, which were recorded as a direct reduction to the outstanding balance of the 2026 Notes, which is included in the Company’s consolidated balance sheet as of June 30, 2021 and will amortize to interest expense over the term of the 2026 Notes.
+Added: At June 30, 2021, the unamortized portion of the debt issuance costs was $2,464.
+Added: For the three months ended June 30, 2021 and for the period from February 11, 2021 through June 30, 2021, the components of interest expense, average borrowings, and weighted average interest rate for the 2026 Notes were as follows:
+Added: Three Months Ended June 30, 2021 For the Period from February 11, 2021 through June 30, 2021
Stated interest expense $ 1,422 $ 2,188
4 unchanged sentences
(1) Includes the stated interest expense on the 2026 Notes and is annualized for periods covering less than one year.
+Added: CĪON Investment Corporation
+Added: Notes to Consolidated Financial Statements (unaudited)
+Added: June 30, 2021
+Added: (in thousands, except share and per share amounts)
On May 19, 2017, the Company, through two newly-formed, wholly-owned, special-purpose financing subsidiaries, entered into a financing arrangement with UBS pursuant to which up to $125,000 was made available to the Company.
13 unchanged sentences
and (c) the occurrence of certain bankruptcy and insolvency events with respect to Murray Hill Funding II or Murray Hill Funding.
−Removed: CĪON Investment Corporation
−Removed: Notes to Consolidated Financial Statements (unaudited)
−Removed: March 31, 2021
−Removed: (in thousands, except share and per share amounts)
Murray Hill Funding, in turn, entered into a repurchase transaction with UBS, pursuant to the terms of a Global Master Repurchase Agreement and the related Annex and Master Confirmation thereto, each dated May 19, 2017, or collectively, the UBS Facility.
16 unchanged sentences
On November 12, 2020, Murray Hill Funding entered into a Third Amended and Restated Master Confirmation to the Global Master Repurchase Agreement, or the Third Amended Master Confirmation, to further extend the date that Murray Hill Funding will be required to repurchase the Notes to December 18, 2020.
+Added: CĪON Investment Corporation
+Added: Notes to Consolidated Financial Statements (unaudited)
+Added: June 30, 2021
+Added: (in thousands, except share and per share amounts)
On December 17, 2020, Murray Hill Funding entered into a Fourth Amended and Restated Master Confirmation to the Global Master Repurchase Agreement, or the Fourth Amended Master Confirmation, which further extended the date that Murray Hill Funding will be required to repurchase the Notes sold to UBS under the Amended UBS Facility from December 18, 2020 to November 19, 2023, and decreased the spread on the financing fee from 3.90% to 3.375% per year.
10 unchanged sentences
The financing fee for the funded Class A-R Notes is equal to the three-month LIBOR plus a spread of 3.375% per year while the financing fee for the unfunded Class A-R Notes is equal to 0.75% per year.
−Removed: CĪON Investment Corporation
−Removed: Notes to Consolidated Financial Statements (unaudited)
−Removed: March 31, 2021
−Removed: (in thousands, except share and per share amounts)
+Added: Pursuant to the Amended UBS Facility, on July 1, 2021, UBS purchased Class A-R Notes held by Murray Hill Funding for an aggregate purchase price equal to 100% of the principal amount of Class A-R Notes purchased which was $21,000.
UBS may require Murray Hill Funding to post cash collateral if, without limitation, the sum of the market value of the portfolio of assets and the cash and eligible investments held by Murray Hill Funding II, together with any posted cash collateral, is less than the required margin amount under the Amended UBS Facility;
11 unchanged sentences
Murray Hill Funding paid an upfront fee and incurred certain other customary costs and expenses totaling $2,637 in connection with obtaining the Amended UBS Facility, which were recorded as a direct reduction to the outstanding balance of the Amended UBS Facility, which is included in the Company’s consolidated balance sheets and amortized to interest expense over the term of the Amended UBS Facility.
−Removed: At March 31, 2021, all upfront fees and other expenses were fully amortized.
−Removed: As of March 31, 2021, Notes in the aggregate principal amount of $100,000 had been purchased by Murray Hill Funding from Murray Hill Funding II and subsequently sold to UBS under the Amended UBS Facility for aggregate proceeds of $100,000.
+Added: At June 30, 2021, all upfront fees and other expenses were fully amortized.
+Added: As of June 30, 2021, Notes in the aggregate principal amount of $100,000 had been purchased by Murray Hill Funding from Murray Hill Funding II and subsequently sold to UBS under the Amended UBS Facility for aggregate proceeds of $100,000.
The carrying amount outstanding under the Amended UBS Facility approximates its fair value.
The Company funded each purchase of Notes by Murray Hill Funding through a capital contribution to Murray Hill Funding.
−Removed: As of March 31, 2021, the amount due at maturity under the Amended UBS Facility was $100,000.
+Added: As of June 30, 2021, the amount due at maturity under the Amended UBS Facility was $100,000.
The Notes issued by Murray Hill Funding II and purchased by Murray Hill Funding eliminate in consolidation on the Company’s consolidated financial statements.
−Removed: As of March 31, 2021, the fair value of assets held by Murray Hill Funding II w as $186,717.
−Removed: For the three months ended March 31, 2021 and 2020 and the year ended December 31, 2020, the components of interest expense, average borrowings, and weighted average interest rate for the Amended UBS Facility were as follows:
−Removed: Three Months Ended March 31, Year Ended December 31,
+Added: As of June 30, 2021, the fair value of assets held by Murray Hill Funding II was $227,154.
+Added: CĪON Investment Corporation
+Added: Notes to Consolidated Financial Statements (unaudited)
+Added: June 30, 2021
+Added: (in thousands, except share and per share amounts)
+Added: For the three and six months ended June 30, 2021 and 2020 and the year ended December 31, 2020, the components of interest expense, average borrowings, and weighted average interest rate for the Amended UBS Facility were as follows:
+Added: Three Months Ended June 30, Six Months Ended June 30, Year Ended December 31,
2021 2020 2021 2020 2020
6 unchanged sentences
(1) Includes the stated interest expense and non-usage fee, if any, on the unused portion of the Amended UBS Facility and is annualized for periods covering less than one year.
+Added: More Term Loan
+Added: On April 14, 2021, the Company entered into an Unsecured Term Loan Facility Agreement, or the Term Loan Agreement, with More Provident Funds Ltd., or More, as lender.
+Added: The Term Loan Agreement with More, or the More Term Loan, provided for an unsecured term loan to the Company in an aggregate principal amount of $30,000.
+Added: On April 20, 2021, the Company drew down $30,000 of borrowings under the More Term Loan.
+Added: After the deduction of fees and other financing expenses, the Company received net borrowings of approximately $29,000, which the Company used for working capital and other general corporate purposes.
+Added: Advances under the More Term Loan mature on September 30, 2024, and bear interest at a rate of 5.20% per year payable quarterly in arrears.
+Added: The Company has the right to, at its option, prepay all or any portion of advances then outstanding together with a prepayment fee equal to the higher of (i) zero, or (ii) the discounted present value of all remaining interest payments that would have been paid by the Company through the maturity date with respect to the principal amount of such advance that is to be prepaid or becomes due and payable pursuant to the Term Loan Agreement.
+Added: The discounted present value portion of the prepayment fee is calculated by applying a discount rate on the same periodic basis as that on which interest on advances is payable equal to the sum of 2.00% plus the yield to maturity of the most recently issued U.S.
+Added: Treasury securities having a maturity equal to the remaining average life of the More Term Loan, or if there are no such U.S.
+Added: Treasury securities, using such implied yield to maturity determined in accordance with the terms of the Term Loan Agreement.
+Added: Advances under the More Term Loan are general unsecured obligations of the Company that rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to the Company's secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by certain of the Company's subsidiaries, financing vehicles or similar facilities.
+Added: The Term Loan Agreement contains other terms and conditions, including, without limitation, affirmative and negative covenants such as (i) information reporting, (ii) maintenance of the Company's status as a BDC within the meaning of the 1940 Act, (iii) minimum shareholders’ equity of 60% of the Company’s net asset value as of the year ended December 31, 2020 plus 50% of the net cash proceeds of the sale of certain equity interests by the Company after April 14, 2021, if any, (iv) a minimum asset coverage ratio of not less than 200%, or 150% subject to certain U.S.
+Added: SEC relief actions and the Company's common stock being listed for trading on a national securities exchange, and (v) an unencumbered asset coverage ratio of 1.25 to 1.00, provided that (a) first lien senior secured loans and cash represent more than 65% of the total value of unencumbered assets used by the Company for purposes of the ratio and (b) equity interests or structured products in the aggregate represent less than 15% of the total value of unencumbered assets used by the Company for purposes of the ratio.
+Added: In addition, the Term Loan Agreement contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross default under other indebtedness or derivative securities of the Company in an outstanding aggregate principal amount of at least $25,000, certain judgments and orders, and certain events of bankruptcy.
+Added: Through June 30, 2021, the Company incurred debt issuance costs of $992 in connection with obtaining the More Term Loan, which were recorded as a direct reduction to the outstanding balance of the More Term Loan, which is included in the Company’s consolidated balance sheet as of June 30, 2021 and will amortize to interest expense over the term of the More Term Loan.
+Added: At June 30, 2021, the unamortized portion of the debt issuance costs was $929.
+Added: CĪON Investment Corporation
+Added: Notes to Consolidated Financial Statements (unaudited)
+Added: June 30, 2021
+Added: (in thousands, except share and per share amounts)
+Added: For the period from April 14, 2021 through June 30, 2021, the components of interest expense, average borrowings, and weighted average interest rate for the More Term Loan were as follows:
+Added: For the Period from April 14, 2021 through June 30, 2021
+Added: Stated interest expense $ 312
+Added: Amortization of deferred financing costs 63
+Added: Total interest expense $ 375
+Added: Weighted average interest rate(1) 5.20 %
+Added: Average borrowings $ 30,000
+Added: (1) Includes the stated interest expense and non-usage fee, if any, on the unused portion of the More Term Loan and is annualized for periods covering less than one year.
Citibank Credit Facility
3 unchanged sentences
On March 14, 2019, Flatiron Funding II further amended the Citibank Credit Facility, or the Second Amended Citibank Credit Facility, with Citibank to (i) increase the aggregate principal amount available for borrowings from $325,000 to $350,000, subject to compliance with a borrowing base, (ii) extend the reinvestment period for two years until March 29, 2021 and (iii) extend the maturity date until March 30, 2022.
−Removed: CĪON Investment Corporation
−Removed: Notes to Consolidated Financial Statements (unaudited)
−Removed: March 31, 2021
−Removed: (in thousands, except share and per share amounts)
As of December 31, 2019, the principal amount outstanding on the Second Amended Citibank Credit Facility was $278,542.
7 unchanged sentences
The obligations of Flatiron Funding II under the Second Amended Citibank Credit Facility were non-recourse to the Company, and the Company’s exposure under the Second Amended Citibank Credit Facility was limited to the value of the Company’s investment in Flatiron Funding II.
−Removed: For the three months ended March 31, 2021 and 2020 and the year ended December 31, 2020, the components of interest expense, average borrowings, and weighted average interest rate for the Second Amended Citibank Credit Facility were as follows:
−Removed: Three Months Ended March 31, Year Ended December 31,
+Added: CĪON Investment Corporation
+Added: Notes to Consolidated Financial Statements (unaudited)
+Added: June 30, 2021
+Added: (in thousands, except share and per share amounts)
+Added: For the three and six months ended June 30, 2021 and 2020 and the year ended December 31, 2020, the components of interest expense, average borrowings, and weighted average interest rate for the Second Amended Citibank Credit Facility were as follows:
+Added: Three Months Ended June 30, Six Months Ended June 30, Year Ended December 31,
2021 2020 2021 2020 2020
13 unchanged sentences
Pursuant to the terms of the loan and servicing agreement, on March 15, 2019, 33rd Street reduced the aggregate principal amount available for borrowings under the Amended MS Credit Facility from $200,000 to $150,000.
−Removed: On June 5, 2018, June 12, 2018, June 28, 2018, March 11, 2020 and March 23, 2020, 33rd Street drew down $25,000, $75,000, $50,000, $10,000 and $4,917 of borrowings under the Amended MS Credit Facility, respectively.
−Removed: On May 8, 2019, May 23, 2019, July 29, 2019 and November 6, 2019, 33rd Street repaid $20,000, $5,000, $10,000 and $2,500 of borrowings under the Amended MS Credit Facility, respectively.
As of December 31, 2019, the principal amount outstanding on the Amended MS Credit Facility was $112,500.
On May 15, 2020, 33rd Street repaid all amounts outstanding on the Amended MS Credit Facility using a portion of the proceeds from the Second Amended JPM Credit Facility.
−Removed: CĪON Investment Corporation
−Removed: Notes to Consolidated Financial Statements (unaudited)
−Removed: March 31, 2021
−Removed: (in thousands, except share and per share amounts)
Advances under the Amended MS Credit Facility were available through December 19, 2020 and bore interest at a floating rate equal to the three-month LIBOR, plus a spread of 3.0% per year through December 19, 2020.
7 unchanged sentences
All unamortized debt issuance costs were expensed upon the repayment of all amounts outstanding on the Amended MS Credit Facility on May 15, 2020.
−Removed: For the three months ended March 31, 2021 and 2020 and the year ended December 31, 2020, the components of interest expense, average borrowings, and weighted average interest rate for the Amended MS Credit Facility were as follows:
−Removed: Three Months Ended March 31, Year Ended December 31,
+Added: CĪON Investment Corporation
+Added: Notes to Consolidated Financial Statements (unaudited)
+Added: June 30, 2021
+Added: (in thousands, except share and per share amounts)
+Added: For the three and six months ended June 30, 2021 and 2020 and the year ended December 31, 2020, the components of interest expense, average borrowings, and weighted average interest rate for the Amended MS Credit Facility were as follows:
+Added: Three Months Ended June 30, Six Months Ended June 30, Year Ended December 31,
2021 2020 2021 2020 2020
7 unchanged sentences
Fair Value of Financial Instruments
−Removed: The following table presents fair value measurements of the Company’s portfolio investments as of March 31, 2021 and December 31, 2020, according to the fair value hierarchy:
−Removed: March 31, 2021(1) December 31, 2020(2)
+Added: The following table presents fair value measurements of the Company’s portfolio investments as of June 30, 2021 and December 31, 2020, according to the fair value hierarchy:
+Added: June 30, 2021(1) December 31, 2020(2)
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
10 unchanged sentences
Notes to Consolidated Financial Statements (unaudited)
−Removed: March 31, 2021
+Added: June 30, 2021
(in thousands, except share and per share amounts)
−Removed: The following tables provide a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the three months ended March 31, 2021 and 2020:
+Added: The following tables provide a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the three and six months ended June 30, 2021 and 2020:
Three Months Ended
−Removed: March 31, 2021
+Added: June 30, 2021
Senior Secured First Lien Debt Senior Secured Second Lien Debt Collateralized Securities and Structured Products - Equity Unsecured Debt Equity Total
+Added: Beginning balance, March 31, 2021 $ 1,255,426 $ 154,626 $ 13,840 $ 5,493 $ 91,409 $ 1,520,794
+Added: Investments purchased(2)(3) 224,407 614 — — 2,843 227,864
+Added: Net realized (loss) gain (341) — — — 805 464
+Added: Net change in unrealized appreciation (depreciation) 4,756 (877) 920 11 3,362 8,172
+Added: Accretion of discount 2,555 174 — 4 — 2,733
+Added: Sales and principal repayments(3) (79,579) (12,827) (665) — (6,062) (99,133)
+Added: Ending balance, June 30, 2021 $ 1,407,224 $ 141,710 $ 14,095 $ 5,508 $ 92,357 $ 1,660,894
+Added: Change in net unrealized appreciation (depreciation) on investments still held as of June 30, 2021(1) $ 6,482 $ (815) $ 920 $ 11 $ 4,076 $ 10,674
+Added: (1) Included in net change in unrealized appreciation (depreciation) on investments in the consolidated statements of operations.
+Added: (2) Investments purchased includes PIK interest.
+Added: (3) Includes non-cash restructured securities.
+Added: Six Months Ended
+Added: June 30, 2021
+Added: Senior Secured First Lien Debt Senior Secured Second Lien Debt Collateralized Securities and Structured Products - Equity Unsecured Debt Equity Total
Beginning balance, December 31, 2020 $ 1,223,268 $ 151,506 $ 12,131 $ 5,464 $ 75,913 $ 1,468,282
Investments purchased(2)(3) 413,433 1,641 — — 4,141 419,215
−Removed: Net realized loss (1,073) — — — — (1,073)
+Added: Net realized (loss) gain (1,414) — — — 805 (609)
Net change in unrealized appreciation 19,674 1,053 2,782 37 17,560 41,106
1 unchanged sentence
Sales and principal repayments(3) (253,294) (12,831) (818) — (6,062) (273,005)
−Removed: Ending balance, March 31, 2021 $ 1,255,426 $ 154,626 $ 13,840 $ 5,493 $ 91,409 $ 1,520,794
−Removed: Change in net unrealized appreciation on investments still held as of March 31, 2021(1) $ 12,423 $ 1,930 $ 1,862 $ 26 $ 14,198 $ 30,439
−Removed: (1) Included in net change in unrealized (depreciation) appreciation on investments in the consolidated statements of operations.
+Added: Ending balance, June 30, 2021 $ 1,407,224 $ 141,710 $ 14,095 $ 5,508 $ 92,357 $ 1,660,894
+Added: Change in net unrealized appreciation (depreciation) on investments still held as of June 30, 2021(1) $ 17,778 $ (218) $ 2,782 $ 37 $ 18,507 $ 38,886
+Added: (1) Included in net change in unrealized appreciation (depreciation) on investments in the consolidated statements of operations.
(2) Investments purchased includes PIK interest.
+Added: (3) Includes non-cash restructured securities.
+Added: CĪON Investment Corporation
+Added: Notes to Consolidated Financial Statements (unaudited)
+Added: June 30, 2021
+Added: (in thousands, except share and per share amounts)
Three Months Ended
−Removed: March 31, 2020
+Added: June 30, 2020
+Added: Senior Secured First Lien Debt Senior Secured Second Lien Debt Collateralized Securities and Structured Products - Equity Unsecured Debt Equity Total
+Added: Beginning balance, March 31, 2020 $ 1,274,325 $ 201,165 $ 10,972 $ 4,800 $ 46,455 $ 1,537,717
+Added: Investments purchased(2)(3) 59,458 558 — — 8,106 68,122
+Added: Net realized loss (10,290) (2) — — — (10,292)
+Added: Net change in unrealized appreciation (depreciation) 11,588 1,408 733 (4) (3,869) 9,856
+Added: Accretion of discount 1,580 252 — 4 — 1,836
+Added: Sales and principal repayments(3) (98,405) (10,183) (413) — — (109,001)
+Added: Ending balance, June 30, 2020 $ 1,238,256 $ 193,198 $ 11,292 $ 4,800 $ 50,692 $ 1,498,238
+Added: Change in net unrealized appreciation (depreciation) on investments still held as of June 30, 2020(1) $ 1,623 $ 1,408 $ 733 $ (4) $ (3,869) $ (109)
+Added: (1) Included in net change in unrealized appreciation (depreciation) on investments in the consolidated statements of operations.
+Added: (2) Investments purchased includes PIK interest.
+Added: (3) Includes non-cash restructured securities.
+Added: Six Months Ended
+Added: June 30, 2020
Senior Secured First Lien Debt Senior Secured Second Lien Debt Collateralized Securities and Structured Products - Debt Collateralized Securities and Structured Products - Equity Unsecured Debt Equity Total
1 unchanged sentence
Investments purchased(2)(3) 236,612 912 — — — 8,717 246,241
−Removed: Net realized (gain) loss (4,195) 1 — — — — (4,194)
+Added: Net realized loss (14,485) (1) — — — — (14,486)
Net change in unrealized depreciation (73,442) (15,807) — (2,287) (108) (14,911) (106,555)
1 unchanged sentence
Sales and principal repayments(3) (268,465) (40,899) (7,212) (603) — — (317,179)
−Removed: Ending balance, March 31, 2020 $ 1,274,325 $ 201,165 $ — $ 10,972 $ 4,800 $ 46,455 $ 1,537,717
−Removed: Change in net unrealized depreciation on investments still held as of March 31, 2020(1) $ (81,934) $ (16,670) $ — $ (3,020) $ (104) $ (11,042) $ (112,770)
−Removed: (1) Included in net change in unrealized (depreciation) appreciation on investments in the consolidated statements of operations.
+Added: Ending balance, June 30, 2020 $ 1,238,256 $ 193,198 $ — $ 11,292 $ 4,800 $ 50,692 $ 1,498,238
+Added: Change in net unrealized depreciation on investments still held as of June 30, 2020(1) $ (74,886) $ (15,261) $ — $ (2,287) $ (108) $ (14,911) $ (107,453)
+Added: (1) Included in net change in unrealized appreciation (depreciation) on investments in the consolidated statements of operations.
+Added: (2) Investments purchased includes PIK interest.
+Added: (3) Includes non-cash restructured securities.
CĪON Investment Corporation
Notes to Consolidated Financial Statements (unaudited)
−Removed: March 31, 2021
+Added: June 30, 2021
(in thousands, except share and per share amounts)
Significant Unobservable Inputs
−Removed: The valuation techniques and significant unobservable inputs used in recurring Level 3 fair value measurements of investments as of March 31, 2021 and December 31, 2020 were as follows:
−Removed: March 31, 2021
+Added: The valuation techniques and significant unobservable inputs used in recurring Level 3 fair value measurements of investments as of June 30, 2021 and December 31, 2020 were as follows:
+Added: June 30, 2021
Fair Value Valuation Techniques/
3 unchanged sentences
276,321 Broker Quotes Broker Quotes N/A N/A
−Removed: 25,700 Market Comparable Approach Revenue Multiple 0.16x — 1.80x 1.77x
+Added: 26,496 Market Comparable Approach Revenue Multiple 1.90x N/A
25,827 EBITDA Multiple 4.50x — 10.50x 8.09x
8 unchanged sentences
10,422 $ per kW $325.00 N/A
−Removed: 18,782 Discounted Cash Flow Discount Rates 14.3% N/A
+Added: 38,627 Other(2) Other(2) N/A N/A
+Added: 2,286 Discount for Lack of Marketability Expected Volatility 30.0% N/A
339 Broker Quotes Broker Quotes N/A N/A
−Removed: 1 Options Pricing Model Expected Volatility N/A 70%
+Added: 2 Options Pricing Model Expected Volatility 70.0% — 85.0% 70%
Total $ 1,660,894
3 unchanged sentences
Notes to Consolidated Financial Statements (unaudited)
−Removed: March 31, 2021
+Added: June 30, 2021
(in thousands, except share and per share amounts)
27 unchanged sentences
General and Administrative Expense
−Removed: General and administrative expense consisted of the following items for the three months ended March 31, 2021 and 2020 and the year ended December 31, 2020:
−Removed: Three Months Ended March 31, Year Ended December 31,
+Added: General and administrative expense consisted of the following items for the three and six months ended June 30, 2021 and 2020 and the year ended December 31, 2020:
+Added: Three Months Ended June 30, Six Months Ended June 30, Year Ended December 31,
2021 2020 2021 2020 2020
3 unchanged sentences
Accounting and administration costs 175 137 412 283 680
−Removed: Dues and subscriptions 169 82 342
+Added: Printing and marketing expense 355 103 399 118 378
Insurance expense 137 115 269 223 489
Director fees and expenses 111 113 214 229 450
−Removed: Printing and marketing expense 44 15 378
+Added: Dues and subscriptions 27 67 196 149 342
Other expenses 27 22 92 57 336
2 unchanged sentences
Notes to Consolidated Financial Statements (unaudited)
−Removed: March 31, 2021
+Added: June 30, 2021
(in thousands, except share and per share amounts)
3 unchanged sentences
However, the Company has not experienced claims or losses pursuant to these contracts and believes the risk of loss related to such indemnifications to be remote.
−Removed: As of March 31, 2021 and December 31, 2020, the Company’s unfunded commitments were as follows:
−Removed: Unfunded Commitments March 31, 2021(1) December 31, 2020(1)
+Added: As of June 30, 2021 and December 31, 2020, the Company’s unfunded commitments were as follows:
+Added: Unfunded Commitments June 30, 2021(1) December 31, 2020(1)
Genesis Healthcare, Inc.
1 unchanged sentence
Williams Industrial Services Group, Inc.
+Added: Rogers Mechanical Contractors, LLC 4,808 —
BCP Great Lakes Fund LP 3,406 2,135
−Removed: Palmetto Solar, LLC 3,262 3,262
Instant Web, LLC 2,704 2,704
Geon Performance Solutions, LLC 2,586 2,586
−Removed: Appalachian Resource Company, LLC 2,500 2,500
Coyote Buyer, LLC 2,500 2,500
+Added: Appalachian Resource Company, LLC 2,500 2,500
Moss Holding Company 2,232 2,232
Foundation Consumer Healthcare, LLC 2,094 4,211
+Added: NWN Parent Holdings LLC 1,800 —
+Added: Anthem Sports & Entertainment Inc.
Extreme Reach, Inc.
+Added: Mimeo.com, Inc.
AMCP Staffing Intermediate Holdings III, LLC 1,142 1,370
−Removed: Anthem Sports & Entertainment Inc.
+Added: RA Outdoors, LLC 1,049 —
+Added: Invincible Boat Company 798 —
CircusTrix Holdings, LLC 180 2,898
−Removed: Mimeo.com, Inc.
American Media, LLC 85 —
+Added: Palmetto Solar, LLC — 3,262
Total $ 80,283 $ 43,130
3 unchanged sentences
The Company intends to use cash on hand, short-term investments, proceeds from borrowings, and other liquid assets to fund these commitments should the need arise.
−Removed: For information on the companies to which the Company is committed to fund additional amounts as of March 31, 2021 and December 31, 2020, refer to the table above and the consolidated schedules of investments.
−Removed: As of May 10, 2021, the Company was committed, upon the satisfaction of certain conditions, to fund an additi onal $79,985.
+Added: For information on the companies to which the Company is committed to fund additional amounts as of June 30, 2021 and December 31, 2020, refer to the table above and the consolidated schedules of investments.
+Added: As of August 5, 2021, the Company was committed, upon the satisfaction of certain conditions, to fund an additi onal $85,059.
The Company will fund its unfunded commitments from the same sources it uses to fund its investment commitments that are funded at the time they are made (i.e., advances from its financing arrangements and/or cash flows from operations).
5 unchanged sentences
Notes to Consolidated Financial Statements (unaudited)
−Removed: March 31, 2021
+Added: June 30, 2021
(in thousands, except share and per share amounts)
Fee income consists of amendment fees, capital structuring and other fees, and administrative agent fees.
−Removed: The following table summarizes the Company’s fee income for the three months ended March 31, 2021 and 2020 and the year ended December 31, 2020:
+Added: The following table summarizes the Company’s fee income for the three and six months ended June 30, 2021 and 2020 and the year ended December 31, 2020:
Three Months Ended
−Removed: March 31, Year Ended
+Added: June 30, Six Months Ended
+Added: June 30, Year Ended
2021 2020 2021 2020 2020
−Removed: Amendment fees $ 584 $ 489 $ 3,550
Capital structuring and other fees $ 790 $ 109 $ 1,084 $ 224 $ 968
+Added: Amendment fees 90 628 674 1,117 3,550
Administrative agent fees — — 55 — 25
3 unchanged sentences
Financial Highlights
−Removed: The following is a schedule of financial highlights as of and for the three months ended March 31, 2021 and 2020 and the year ended December 31, 2020:
−Removed: Three Months Ended
−Removed: March 31, Year Ended
+Added: The following is a schedule of financial highlights as of and for the six months ended June 30, 2021 and 2020 and the year ended December 31, 2020:
+Added: Six Months Ended
+Added: June 30, Year Ended
2021 2020 2020
24 unchanged sentences
Asset coverage ratio(9) 2.15 2.13 2.21
−Removed: (1) The per share data for the three months ended March 31, 2021 and 2020 and the year ended December 31, 2020 was derived by using the weighted average shares of common stock outstanding during each period.
+Added: (1) The per share data for the six months ended June 30, 2021 and 2020 and the year ended December 31, 2020 was derived by using the weighted average shares of common stock outstanding during each period.
CĪON Investment Corporation
Notes to Consolidated Financial Statements (unaudited)
−Removed: March 31, 2021
+Added: June 30, 2021
(in thousands, except share and per share amounts)
3 unchanged sentences
(3) The continuous issuance of shares of common stock may have caused an incremental increase in net asset value per share due to the sale of shares at the then prevailing public offering price and the receipt of net proceeds per share by the Company in excess of net asset value per share on each subscription closing date.
−Removed: The per share impact of the continuous issuance of shares of common stock was an increase to net asset value of less than $0.01 per share during the three months ended March 31, 2021 and 2020 and the year ended December 31, 2020.
+Added: The per share impact of the continuous issuance of shares of common stock was an increase to net asset value of less than $0.01 per share during the six months ended June 30, 2021 and 2020 and the year ended December 31, 2020.
The Company's follow-on continuous public offering ended on January 25, 2019.
(4) Repurchases of common stock may cause an incremental decrease in net asset value per share due to the repurchase of shares at a price in excess of net asset value per share on each repurchase date.
−Removed: The per share impact of repurchases of common stock was a decrease to net asset value of less than $0.01 per share during the three months ended March 31, 2021 and 2020 and the year ended December 31, 2020.
+Added: The per share impact of repurchases of common stock was a decrease to net asset value of less than $0.01 per share during the six months ended June 30, 2021 and 2020 and the year ended December 31, 2020.
(5) Total investment return-net asset value is a measure of the change in total value for shareholders who held the Company’s common stock at the beginning and end of the period, including distributions paid or payable during the period.
2 unchanged sentences
The total investment return-net asset value does not consider the effect of the sales load from the sale of the Company’s common stock.
−Removed: The total investment return-net asset value includes the effect of the issuance of shares at a net offering price that is greater than net asset value per share, which causes an increase in net asset value per share.
Total returns covering less than a full year are not annualized.
3 unchanged sentences
(9) Asset coverage ratio is equal to (i) the sum of (a) net assets at the end of the period and (b) total senior securities outstanding at the end of the period (excluding unfunded commitments), divided by (ii) total senior securities outstanding at the end of the period.
−Removed: Subsequent Event
−Removed: More Term Loan
−Removed: On April 14, 2021, the Company entered into an Unsecured Term Loan Facility Agreement, or the Term Loan Agreement, with More Provident Funds Ltd., or More, as lender.
−Removed: The Term Loan Agreement with More, or the More Term Loan, provides for an unsecured term loan to the Company in an aggregate principal amount of $30,000.
−Removed: On April 20, 2021, the Company drew down $30,000 of borrowings under the More Term Loan.
−Removed: After the deduction of fees and other financing expenses, the Company received net borrowings of approximately $29,000, which the Company intends to use for working capital and other general corporate purposes.
−Removed: Advances under the More Term Loan mature on September 30, 2024, and bear interest at a rate of 5.20% per year payable quarterly in arrears.
−Removed: The Company has the right to, at its option, prepay all or any portion of advances then outstanding together with a prepayment fee equal to the higher of (i) zero, or (ii) the discounted present value of all remaining interest payments that would have been paid by the Company through the maturity date with respect to the principal amount of such advance that is to be prepaid or becomes due and payable pursuant to the Term Loan Agreement.
−Removed: The discounted present value portion of the prepayment fee is calculated by applying a discount rate on the same periodic basis as that on which interest on advances is payable equal to the sum of 2.00% plus the yield to maturity of the most recently issued U.S.
−Removed: Treasury securities having a maturity equal to the remaining average life of the More Term Loan, or if there are no such U.S.
−Removed: Treasury securities, using such implied yield to maturity determined in accordance with the terms of the Term Loan Agreement.
−Removed: Advances under the More Term Loan are general unsecured obligations of the Company that rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to the Company's secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by certain of the Company's subsidiaries, financing vehicles or similar facilities.
−Removed: CĪON Investment Corporation
−Removed: Notes to Consolidated Financial Statements (unaudited)
−Removed: March 31, 2021
−Removed: (in thousands, except share and per share amounts)
−Removed: The Term Loan Agreement contains other terms and conditions, including, without limitation, affirmative and negative covenants such as (i) information reporting, (ii) maintenance of the Company's status as a BDC within the meaning of the 1940 Act, (iii) minimum shareholders’ equity of 60% of the Company’s net asset value as of the year ended December 31, 2020 plus 50% of the net cash proceeds of the sale of certain equity interests by the Company after April 14, 2021, if any, (iv) a minimum asset coverage ratio of not less than 200%, or 150% subject to certain U.S.
−Removed: SEC relief actions and the Company's common stock being listed for trading on a national securities exchange, and (v) an unencumbered asset coverage ratio of 1.25 to 1.00, provided that (a) first lien senior secured loans and cash represent more than 65% of the total value of unencumbered assets used by the Company for purposes of the ratio and (b) equity interests or structured products in the aggregate represent less than 15% of the total value of unencumbered assets used by the Company for purposes of the ratio.
−Removed: In addition, the Term Loan Agreement contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross default under other indebtedness or derivative securities of the Company in an outstanding aggregate principal amount of at least $25,000, certain judgments and orders, and certain events of bankruptcy.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.