What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2021-11-15 compared with 2021-08-13 · 553 added, 446 removed, 1945 unchanged (34% of the section changed)

3 unchanged sentences

(in thousands, except share and per share amounts)

2021 December 31,

September 30, 2021 December 31, 2020

Investments, at fair value:

28 unchanged sentences

Net asset value per share of common stock at end of period(1) $ 16.52 $ 15.50

(1) As discussed in Note 3, the Company completed a two-to-one reverse stock split, effective as of September 21, 2021.

The issued and outstanding shares and net asset value per share reflect the reverse stock split on a retroactive basis.

See accompanying notes to consolidated financial statements.

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

June 30, Year Ended

September 30, Nine Months Ended

September 30, Year Ended December 31,

2021 2020 2021 2020 2020

7 unchanged sentences

Non-controlled, affiliated investments

Interest income 1,041 1,471 2,442 2,269 7,883

Dividend income 3,790 444 5,550 1,392 3,012

Interest income 1,425 610 3,867 2,879 7,883

Paid-in-kind interest income 776 131 2,655 1,343 2,082

10 unchanged sentences

Total operating expenses 22,982 17,446 61,006 63,421 84,846

Net investment income 18,686 13,916 36,285 35,577 78,728

Net investment income before taxes 19,638 21,441 55,938 57,022 78,996

Income tax expense, including excise tax 26 21 41 25 268

Net investment income after taxes 19,612 21,420 55,897 56,997 78,728

Realized and unrealized gains (losses)

Net realized gains (losses) on:

Net realized gain (loss) on:

Non-controlled, non-affiliated investments 873 (42,543) 1,344 (57,506) (69,687)

3 unchanged sentences

Net realized gains (losses) 19,736 (42,511) 16,049 (57,693) (69,872)

Net change in unrealized appreciation (depreciation) on:

Net change in unrealized (depreciation) appreciation on:

Non-controlled, non-affiliated investments 6,937 58,572 32,132 (38,611) 1,110

1 unchanged sentence

Controlled investments — 1,007 3,067 (2,984) (3,043)

Net change in unrealized appreciation (depreciation) 8,842 13,657 45,085 (109,720) (19,878)

Net change in unrealized (depreciation) appreciation (14,240) 52,178 30,845 (57,542) (19,878)

Net realized and unrealized gains (losses) 5,496 9,667 46,894 (115,235) (89,750)

3 unchanged sentences

Weighted average shares of common stock outstanding 56,774,323 56,707,775 56,758,586 56,737,832 56,817,920

(1) As discussed in Note 3, the Company completed a two-to-one reverse stock split, effective as of September 21, 2021.

The weighted average shares used in the computation of the net increase (decrease) in net assets per share resulting from operations reflect the reverse stock split on a retroactive basis.

See accompanying notes to consolidated financial statements.

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

June 30, Year Ended

September 30, Nine Months Ended

September 30, Year Ended December 31,

2021 2020 2021 2020 2020

2 unchanged sentences

Net investment income

$ 19,612 $ 21,420 $ 55,897 $ 56,997 $ 78,728

Net realized gain (loss) on investments 19,729 (42,543) 16,053 (57,717) (69,898)

Net realized (loss) gain on foreign currency (4) (6) (11) (8) 26

Net change in unrealized appreciation (depreciation) on investments 8,842 13,657 45,085 (109,720) (19,878)

Net realized gain (loss) on foreign currency 7 32 (4) 24 26

Net change in unrealized (depreciation) appreciation on investments (14,240) 52,178 30,845 (57,542) (19,878)

Net increase (decrease) in net assets resulting from operations 25,108 31,087 102,791 (58,238) (11,022)

1 unchanged sentence

Distributions to shareholders

(15,027) (10,011) (45,056) (30,804) (63,283)

Net decrease in net assets resulting from shareholders' distributions (15,027) (10,011) (45,056) (30,804) (63,283)

1 unchanged sentence

Reinvestment of shareholders' distributions

5,065 3,713 15,489 11,783 23,298

Repurchase of common stock

Net decrease in net assets resulting from capital share transactions (31) (15) (30) (15) (2)

(13) — (10,467) (8,085) (23,300)

Net increase (decrease) in net assets resulting from capital share transactions 5,052 3,713 5,022 3,698 (2)

Total increase (decrease) in net assets 15,133 24,789 62,757 (85,344) (74,307)

8 unchanged sentences

Three Months Ended

June 30, Six Months Ended

June 30, Year Ended

September 30, Nine Months Ended

September 30, Year Ended December 31,

2021 2020 2021 2020 2020

2 unchanged sentences

Net increase (decrease) in net assets resulting from operations $ 25,108 $ 31,087 $ 102,791 $ (58,238) $ (11,022)

Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash (used in) provided by operating activities:

Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:

Net accretion of discount on investments

(3,360) (3,220) (9,265) (10,237) (13,214)

Proceeds from principal repayment of investments

196,449 64,514 462,420 305,252 465,547

Purchase of investments

(165,033) (36,130) (570,765) (237,633) (359,633)

Paid-in-kind interest and dividends capitalized (3,779) (5,305) (16,597) (12,658) (21,420)

Decrease (increase) in short term investments, net 39,110 24,989 25,114 (2,141) (44,071)

Increase in short term investments, net (67,351) (21,356) (42,237) (23,497) (44,071)

Proceeds from sale of investments

26,765 12,640 46,896 57,068 77,630

Net realized (gain) loss on investments (19,729) 42,543 (16,053) 57,717 69,898

Net change in unrealized (appreciation) depreciation on investments (8,842) (13,657) (45,085) 109,720 19,878

Net change in unrealized depreciation (appreciation) on investments 14,240 (52,178) (30,845) 57,542 19,878

Amortization of debt issuance costs

670 536 2,101 4,500 5,037

(Increase) decrease in due from counterparty

— — — 3,281 3,281

(Increase) decrease in interest receivable on investments

(1,466) 2,499 (4,280) (1,792) (1,137)

(Increase) decrease in dividends receivable on investments 52 810 (90) (600) 1,061

1 unchanged sentence

(Increase) decrease in prepaid expenses and other assets

(48) (816) 1,314 (383) (803)

Increase (decrease) in payable for investments purchased

15,422 3,388 33,227 3,388 (1,435)

Increase (decrease) in accounts payable and accrued expenses

1,349 (100) 2,815 (40) (121)

Increase (decrease) in interest payable

(1,347) (84) 338 (768) (663)

Increase (decrease) in accrued management fees

200 (150) 775 (1,090) (1,201)

Increase (decrease) in accrued administrative services expense

234 (144) (126) (628) 48

Increase (decrease) in subordinated incentive fee on income payable

Net cash (used in) provided by operating activities (64,124) 64,425 (62,975) 116,992 198,730

2,933 (3,308) (1,390) (5,612) (1,289)

Net cash provided by (used in) operating activities 10,638 29,859 (52,337) 146,851 198,730

Financing activities:

Repurchase of common stock

(13) — (10,467) (8,085) (23,300)

Shareholders' distributions paid

Repayments under financing arrangements — (505,859) (125,000) (581,159) 486,153

(9,962) (6,298) (29,567) (19,021) (39,985)

Borrowings under financing arrangements

21,000 — 226,000 486,153 486,153

Repayments of financing arrangements

(21,000) (21,035) (146,000) (602,194) (602,194)

Debt issuance costs paid

Net cash provided by (used in) financing activities 63,979 (66,464) 44,557 (121,439) (184,951)

Net (decrease) increase in cash (145) (2,039) (18,418) (4,447) 13,779

— — (5,384) (5,625) (5,625)

Net cash (used in) provided by financing activities (9,975) (27,333) 34,582 (148,772) (184,951)

Net increase (decrease) in cash 663 2,526 (17,755) (1,921) 13,779

Cash, beginning of period 1,496 1,688 19,914 6,135 6,135

2 unchanged sentences

Cash paid for interest

$ 8,842 $ 7,090 $ 21,100 $ 25,735 $ 32,403

Supplemental non-cash financing activities:

Reinvestment of shareholders' distributions

Restructuring of portfolio investment $ 2,286 $ 38,763 $ 2,286 $ 38,763 $ 91,326

$ 5,065 $ 3,713 $ 15,489 $ 11,783 $ 23,298

Restructuring of portfolio investments $ 3,169 $ 35,771 $ 5,455 $ 74,534 $ 91,326

Cash interest receivable exchanged for additional securities $ — $ — $ 1,304 $ — $ —

2 unchanged sentences

Consolidated Schedule of Investments (unaudited)

June 30, 2021

September 30, 2021

(in thousands)

2 unchanged sentences

Senior Secured First Lien Debt - 151.8%

LTD., L+500, 1.00% LIBOR Floor, 9/30/2025(s) 3 Month LIBOR Chemicals, Plastics & Rubber $ 2,410 $ 2,291 $ 2,286

LTD., L+500, 1.00% LIBOR Floor, 9/30/2025(s)(v) 3 Month LIBOR Chemicals, Plastics & Rubber 832 785 783

ABB/CON-CISE Optical Group LLC, L+500, 1.00% LIBOR Floor, 6/15/2023(o) 6 Month LIBOR Consumer Goods:

2 unchanged sentences

Advertising, Printing & Publishing 10,337 10,292 10,337

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+1200, 1.00% LIBOR Floor, 12/31/2023(v) 3 Month LIBOR Capital Equipment 11,215 11,215 9,000

Adapt Laser Acquisition, Inc., L+1000, 1.00% LIBOR Floor, 12/31/2023 3 Month LIBOR Capital Equipment 2,000 2,000 1,605

6 unchanged sentences

Diversified & Production 9,734 9,734 9,749

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

Allen Media, LLC, L+550, 0.00% LIBOR Floor, 2/10/2027(i)(o) 3 Month LIBOR Media:

Diversified & Production 4,714 4,667 4,721

Allen Media, LLC, 0.00% Unfunded, 2/10/2027(i)(o)(p) None Media:

Diversified & Production 4,286 (43) 6

ALM Media, LLC, L+650, 1.00% LIBOR Floor, 11/25/2024(n)(o) 3 Month LIBOR Media:

2 unchanged sentences

Business 14,532 14,491 14,532

AMCP Staffing Intermediate Holdings III, LLC, L+675, 1.50% LIBOR Floor, 9/24/2025 1 Month LIBOR Services:

Business 457 457 450

AMCP Staffing Intermediate Holdings III, LLC, 0.50% Unfunded, 9/24/2025 None Services:

AMCP Staffing Intermediate Holdings III, LLC, 0.50% Unfunded, 9/24/2025 1 Month LIBOR Services:

Business 1,598 — —

8 unchanged sentences

Advertising, Printing & Publishing 85 — (1)

American Teleconferencing Services, Ltd., L+650, 1.00% LIBOR Floor, 12/8/2021(n) 3 Month LIBOR Telecommunications 19,505 18,920 13,678

American Teleconferencing Services, Ltd., Prime+550, 6/8/2023(n)(r) Prime Telecommunications 16,154 15,621 8,340

American Teleconferencing Services, Ltd., Prime+550, 12/7/2021(n) Prime Telecommunications 3,351 3,193 3,351

Analogic Corp., L+525, 1.00% LIBOR Floor, 6/21/2024(n)(o) 1 Month LIBOR Healthcare & Pharmaceuticals 4,913 4,861 4,833

2 unchanged sentences

Diversified & Production 14,720 14,314 14,647

Anthem Sports & Entertainment Inc., L+950, 1.00% LIBOR Floor, 9/9/2024 3 Month LIBOR Media:

Anthem Sports & Entertainment Inc., L+950, 1.00% LIBOR Floor, 9/9/2024(n) 3 Month LIBOR Media:

Diversified & Production 417 417 415

Anthem Sports & Entertainment Inc., 0.50% Unfunded, 9/9/2024 None Media:

Anthem Sports & Entertainment Inc., 0.50% Unfunded, 9/9/2024(n) None Media:

Diversified & Production 1,750 — (9)

APCO Holdings, LLC, L+550, 0.00% LIBOR Floor, 6/9/2025(n) 1 Month LIBOR Banking, Finance, Insurance & Real Estate 8,305 8,254 8,268

Appalachian Resource Company, LLC, L+500, 1.00% LIBOR Floor, 9/10/2023 1 Month LIBOR Metals & Mining 11,137 9,842 10,357

Appalachian Resource Company, LLC, 0.00% Unfunded, 9/10/2023(p) None Metals & Mining 2,500 — —

Appalachian Resource Company, LLC, L+500, 1.00% LIBOR Floor, 9/10/2023(p) 1 Month LIBOR Metals & Mining 11,137 9,903 10,357

Appalachian Resource Company, LLC, 0.00% Unfunded, 9/10/2023 None Metals & Mining 2,500 — —

Associated Asphalt Partners, LLC, L+525, 1.00% LIBOR Floor, 4/5/2024(n)(o) 1 Month LIBOR Construction & Building 14,436 14,109 13,408

6 unchanged sentences

Consolidated Schedule of Investments (unaudited)

June 30, 2021

September 30, 2021

(in thousands)

12 unchanged sentences

CircusTrix Holdings, LLC, L+800, 1.00% LIBOR Floor, 7/16/2023(n)(v) 1 Month LIBOR Hotel, Gaming & Leisure 1,947 1,813 2,295

CircusTrix Holdings, LLC, 1.00% Unfunded, 12/31/2021 None Hotel, Gaming & Leisure 180 — 30

Country Fresh Holdings, LLC, L+500, 1.00% LIBOR Floor, 4/29/2023(r) 3 Month LIBOR Beverage, Food & Tobacco 1,020 1,000 168

Country Fresh Holdings, LLC, L+500, 1.00% LIBOR Floor, 4/29/2023(n)(r) 3 Month LIBOR Beverage, Food & Tobacco 414 414 68

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 34,475 34,235 34,475

8 unchanged sentences

Business 9,843 9,694 9,782

Eagle Family Foods Group LLC, L+650, 1.00% LIBOR Floor, 6/14/2024 3 Month LIBOR Beverage, Food & Tobacco 14,025 13,853 14,025

East Valley Tourist Development Authority, L+800, 1.00% LIBOR Floor, 3/7/2022(i) 6 Month LIBOR Hotel, Gaming & Leisure 5,000 4,950 4,950

12 unchanged sentences

Foundation Consumer Healthcare, LLC, 0.50% Unfunded, 11/2/2023 None Healthcare & Pharmaceuticals 2,094 — 18

Future Pak, LLC, L+800, 2.00% LIBOR Floor, 7/2/2024(n) 1 Month LIBOR Healthcare & Pharmaceuticals 34,613 33,948 34,094

Genesis Healthcare, Inc., 0.50% Unfunded, 3/6/2023(h) None Healthcare & Pharmaceuticals 35,000 — —

1 unchanged sentence

Business 14,625 14,526 14,552

Geon Performance Solutions, LLC, L+625, 1.63% LIBOR Floor, 10/25/2024(n)(o) 1 Month LIBOR Chemicals, Plastics & Rubber 20,616 20,361 20,616

Geon Performance Solutions, LLC, 0.50% Unfunded, 10/25/2024 None Chemicals, Plastics & Rubber 2,586 — —

Harland Clarke Holdings Corp., L+475, 1.00% LIBOR Floor, 11/3/2023(n) 3 Month LIBOR Services:

Business 11,915 11,893 10,754

GSC Technologies Inc., L+500, 1.00% LIBOR Floor, 9/30/2025(s) 3 Month LIBOR Chemicals, Plastics & Rubber 2,404 2,290 2,037

GSC Technologies Inc., L+500, 1.00% LIBOR Floor, 9/30/2025(s)(v) 3 Month LIBOR Chemicals, Plastics & Rubber 845 800 514

GSC Technologies Inc., L+1000, 1.00% LIBOR Floor, 9/30/2025(s)(v) 3 Month LIBOR Chemicals, Plastics & Rubber 174 174 174

Lochner, Inc., L+625, 1.00% LIBOR Floor, 7/2/2027 3 Month LIBOR Construction & Building 12,000 11,882 11,940

Lochner, Inc., L+625, 1.00% LIBOR Floor, 7/2/2027 3 Month LIBOR Construction & Building 775 765 771

Lochner, Inc., 0.50% Unfunded, 7/2/2027 None Construction & Building 225 — (1)

See accompanying notes to consolidated financial statements.

1 unchanged sentence

Consolidated Schedule of Investments (unaudited)

June 30, 2021

September 30, 2021

(in thousands)

1 unchanged sentence

Units(e) Cost(d) Fair

HDT Holdco, Inc., L+575, 0.75% LIBOR Floor, 7/8/2027(i) 3 Month LIBOR Aerospace & Defense 5,000 4,850 4,887

Harland Clarke Holdings Corp.

, L+775, 1.00% LIBOR Floor, 11/3/2023(n) 1 Month LIBOR Services:

Business 9,657 9,640 9,126

HDT Holdco, Inc., L+575, 0.75% LIBOR Floor, 7/8/2027 3 Month LIBOR Aerospace & Defense 4,938 4,793 4,888

Heritage Power, LLC, L+600, 1.00% LIBOR Floor, 7/30/2026 6 Month LIBOR Energy:

7 unchanged sentences

HUMC Holdco, LLC, 9.00%, 11/19/2021(n) None Healthcare & Pharmaceuticals 9,377 9,377 9,342

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

Hummel Station LLC, L+600, 1.00% LIBOR Floor, 10/27/2022(n) 1 Month LIBOR Energy:

Oil & Gas 872 4,270 4,213

Hyperion Materials & Technologies, Inc., L+550, 1.00% LIBOR Floor, 8/28/2026(n) 3 Month LIBOR Chemicals, Plastics & Rubber 9,850 9,696 9,856

HW Acquisition, LLC, L+600, 1.00% LIBOR Floor, 9/28/2026 3 Month LIBOR Capital Equipment 19,067 18,876 18,900

HW Acquisition, LLC, 0.50% Unfunded, 9/28/2026 None Capital Equipment 2,933 (29) (26)

Independent Pet Partners Intermediate Holdings, LLC, 6.00%, 11/20/2023(n)(v) None Retail 10,140 10,071 8,821

3 unchanged sentences

Advertising, Printing & Publishing 15,473 15,467 14,747

Inotiv, Inc., L+625, 1.00% LIBOR Floor, 11/5/2026(i) 3 Month LIBOR Healthcare & Pharmaceuticals 9,900 9,702 9,702

Inotiv, Inc., 1.00% Unfunded, 5/5/2023(i) None Healthcare & Pharmaceuticals 2,100 — (42)

Instant Web, LLC, L+650, 1.00% LIBOR Floor, 12/15/2022(n)(o) 1 Month LIBOR Media:

Advertising, Printing & Publishing 36,756 36,728 34,459

Instant Web, LLC, 0.50% Unfunded, 12/15/2022(n) None Media:

Instant Web, LLC, 0.50% Unfunded, 12/15/2022 None Media:

Advertising, Printing & Publishing 2,704 — —

9 unchanged sentences

Island Medical Management Holdings, LLC, L+650, 1.00% LIBOR Floor, 9/1/2023(n)(o) 3 Month LIBOR Healthcare & Pharmaceuticals 11,084 11,052 10,959

Jenny C Acquisition, Inc., L+1050, 1.75% LIBOR Floor, 10/1/2024(n)(v) 3 Month LIBOR Services:

Jenny C Acquisition, Inc., L+1050, 1.75% LIBOR Floor, 10/1/2024(n) 3 Month LIBOR Services:

Consumer 11,248 11,189 10,216

JP Intermediate B, LLC, L+550, 1.00% LIBOR Floor, 11/20/2025(n) 3 Month LIBOR Beverage, Food & Tobacco 14,585 14,377 13,801

K&N Parent, Inc., L+475, 1.00% LIBOR Floor, 10/20/2023 3 Month LIBOR Consumer Goods:

K&N Parent, Inc., L+475, 1.00% LIBOR Floor, 10/20/2023(i) 3 Month LIBOR Consumer Goods:

Durable 11,194 10,775 10,830

KITV, Inc., L+750, 1.00% LIBOR Floor, 3/4/2026(n) 3 Month LIBOR Media:

Diversified & Production 20,500 20,500 21,013

KNB Holdings Corp., L+550, 1.00% LIBOR Floor, 4/26/2024(n) 6 Month LIBOR Consumer Goods:

Durable 7,909 7,822 6,801

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

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:

2 unchanged sentences

Business 4,543 4,504 4,304

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

LH Intermediate Corp., L+750, 1.00% LIBOR Floor, 6/2/2026 3 Month LIBOR Consumer Goods:

LGC US Finco, LLC, L+650, 1.00% LIBOR Floor, 12/20/2025(i)(n) 1 Month LIBOR Capital Equipment 11,821 11,476 11,452

LH Intermediate Corp., L+750, 1.00% LIBOR Floor, 6/2/2026(n) 3 Month LIBOR Consumer Goods:

Durable 14,625 14,402 14,442

10 unchanged sentences

Consolidated Schedule of Investments (unaudited)

June 30, 2021

September 30, 2021

(in thousands)

3 unchanged sentences

Consumer 14,963 14,822 14,813

MacNeill Pride Group Corp., 0.50% Unfunded, 7/20/2023(n) None Services:

MacNeill Pride Group Corp., L+650, 1.00% LIBOR Floor, 4/20/2026 3 Month LIBOR Services:

Consumer 3,333 3,287 3,300

Mimeo.com, Inc., L+700, 1.00% LIBOR Floor, 12/21/2023(q) 3 Month LIBOR Services:

MacNeill Pride Group Corp., 0.50% Unfunded, 7/20/2023 None Services:

Consumer 1,667 — (17)

Manus Bio Inc., 11.00%, 8/20/2026 None Healthcare & Pharmaceuticals 10,000 10,000 10,000

Marble Point Credit Management LLC, L+600, 1.00% LIBOR Floor, 8/11/2028(i) 1 Month LIBOR Diversified Financials 6,500 6,370 6,370

Marble Point Credit Management LLC, 0.50% Unfunded, 8/11/2028(i) None Diversified Financials 1,500 (30) (30)

Mimeo.com, Inc., L+660, 1.00% LIBOR Floor, 12/21/2023 3 Month LIBOR Services:

Business 23,191 23,191 23,046

Mimeo.com, Inc., L+1700, 1.00% LIBOR Floor, 12/21/2023(v) 3 Month LIBOR Services:

Mimeo.com, Inc., L+660, 1.00% LIBOR Floor, 12/21/2023 3 Month LIBOR Services:

Business 256 256 254

3 unchanged sentences

Business 19,616 19,467 17,654

Moss Holding Company, 0.50% Unfunded, 4/17/2023 None Services:

Moss Holding Company, 0.50% Unfunded, 4/17/2023(v) None Services:

Business 2,232 — —

8 unchanged sentences

Optio Rx, LLC, L+1000, 0.00% LIBOR Floor, 6/28/2024(o) 1 Month LIBOR Healthcare & Pharmaceuticals 2,515 2,496 2,659

Patterson Medical Supply, Inc., L+475, 1.00% LIBOR Floor, 8/28/2022 1 Month LIBOR Healthcare & Pharmaceuticals 5,968 5,893 5,968

PetroChoice Holdings, Inc., L+500, 1.00% LIBOR Floor, 8/20/2022 3 Month LIBOR Chemicals, Plastics & Rubber 3,906 3,824 3,789

10 unchanged sentences

Diversified & Production 1,049 (170) (9)

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

Retail Services WIS Corp., L+775, 1.00% LIBOR Floor, 5/20/2025(n) 3 Month LIBOR Services:

Business 9,987 9,751 9,837

Hilliard, L.L.P., L+1800, 2.00% LIBOR Floor, 12/17/2022(n)(v) 1 Month LIBOR Services:

Consumer 2,007 2,007 1,932

Rogers Mechanical Contractors, LLC, L+650, 1.00% LIBOR Floor, 9/9/2025(n) 1 Month LIBOR Services:

4 unchanged sentences

Business 1,923 — —

RumbleOn, Inc., L+825, 1.00% LIBOR Floor, 8/31/2026(n)(v) 3 Month LIBOR Automotive 14,000 12,940 13,038

RumbleOn, Inc., 0.00% Unfunded, 2/28/2023(p) None Automotive 6,000 (59) —

Securus Technologies Holdings, Inc., L+450, 1.00% LIBOR Floor, 11/1/2024(n) 3 Month LIBOR Telecommunications 3,919 3,159 3,919

1 unchanged sentence

SIMR, LLC, L+1700, 2.00% LIBOR Floor, 9/7/2023(n)(s)(v) 1 Month LIBOR Healthcare & Pharmaceuticals 19,589 19,449 15,916

Smart & Final Inc., L+675, 0.00% LIBOR Floor, 6/20/2025(n) 1 Month LIBOR Retail 7,705 7,178 7,739

Software Luxembourg Acquisitions S.À.R.L., L+750, 1.00% LIBOR Floor, 4/27/2025(h)(o) 3 Month LIBOR High Tech Industries 3,004 2,909 3,004

Software Luxembourg Acquisitions S.À.R.L., L+750, 1.00% LIBOR Floor, 12/27/2024(h)(o) 3 Month LIBOR High Tech Industries 805 784 805

Sorenson Communications, LLC, L+550, 0.75% LIBOR Floor, 3/17/2026(n) 3 Month LIBOR Telecommunications 9,750 9,656 9,847

Spinal USA, Inc.

/ Precision Medical Inc., L+950, 10/1/2021(n) 3 Month LIBOR Healthcare & Pharmaceuticals 12,556 12,535 12,117

Spinal USA, Inc.

/ Precision Medical Inc., L+950, 10/1/2021(n)(v) 3 Month LIBOR Healthcare & Pharmaceuticals 1,176 1,116 1,178

See accompanying notes to consolidated financial statements.

1 unchanged sentence

Consolidated Schedule of Investments (unaudited)

June 30, 2021

September 30, 2021

(in thousands)

1 unchanged sentence

Units(e) Cost(d) Fair

Sorenson Communications, LLC, L+550, 0.75% LIBOR Floor, 3/17/2026(n) 3 Month LIBOR Telecommunications 9,500 9,412 9,579

Spinal USA, Inc.

/ Precision Medical Inc., L+1050, 10/1/2021(i)(n)(v) 3 Month LIBOR Healthcare & Pharmaceuticals 1,030 1,030 999

/ Precision Medical Inc., L+950, 10/1/2022(n) 3 Month LIBOR Healthcare & Pharmaceuticals 12,526 12,518 12,307

Spinal USA, Inc.

/ Precision Medical Inc., L+950, 10/1/2022(n)(v) 3 Month LIBOR Healthcare & Pharmaceuticals 1,205 1,205 1,184

Spinal USA, Inc.

/ Precision Medical Inc., L+1050, 10/1/2022(n)(v) 3 Month LIBOR Healthcare & Pharmaceuticals 1,054 1,054 1,038

Spinal USA, Inc.

/ Precision Medical Inc., L+950, 10/1/2022(n)(v) 3 Month LIBOR Healthcare & Pharmaceuticals 649 647 636

Stats Intermediate Holdings, LLC, L+525, 0.00% LIBOR Floor, 7/12/2026(n) 3 Month LIBOR High Tech Industries 9,825 9,669 9,817

STV Group, Inc., L+525, 0.00% LIBOR Floor, 12/13/2026(o) 1 Month LIBOR Services:

STV Group, Inc., L+525, 0.00% LIBOR Floor, 12/13/2026(i)(o) 3 Month LIBOR Services:

Business 3,490 3,463 3,490

1 unchanged sentence

Tensar Corp., L+675, 1.00% LIBOR Floor, 8/20/2025(n) 3 Month LIBOR Chemicals, Plastics & Rubber 4,963 4,858 5,001

The Pasha Group, L+800, 1.00% LIBOR Floor, 1/26/2023(n)(o) 2 Month LIBOR Transportation:

Cargo 3,885 3,843 3,924

The Pay-O-Matic Corp., L+900, 1.00% LIBOR Floor, 4/5/2023(j)(n) 1 Month LIBOR Services:

Consumer 5,587 5,557 5,587

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

Trademark Global, LLC, L+600, 1.00% LIBOR Floor, 7/30/2024 None Services:

Business 15,385 15,310 15,288

Trademark Global, LLC, 0.50% Unfunded, 7/30/2024 1 Month LIBOR Services:

Business 4,615 (23) (29)

Trammell, P.C., L+1800, 2.00% LIBOR Floor, 6/25/2022(v) 1 Month LIBOR Services:

Consumer 5,000 5,000 5,000

Vesta Holdings, LLC, L+1000, 1.00% LIBOR Floor, 2/25/2024(n)(v) None Banking, Finance, Insurance & Real Estate 25,527 25,527 25,527

Volta Charging, LLC, 12.00%, 6/19/2024(n) None Media:

Diversified & Production 12,750 12,750 13,898

Volta Charging, LLC, 12.00%, 6/19/2024(n) None Media:

Volta Charging, LLC, 12.00%, 6/19/2024(n) 3 Month LIBOR Media:

Diversified & Production 12,000 11,982 13,080

West Dermatology Management Holdings, LLC, L+600, 1.00% LIBOR Floor, 2/11/2025(n)(o)(v) 3 Month LIBOR Healthcare & Pharmaceuticals 11,112 11,064 11,084

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 1,179 1,179 1,203

West Dermatology Management Holdings, LLC, 0.75% Unfunded, 2/11/2022 None Healthcare & Pharmaceuticals 472 — 5

West Dermatology Management Holdings, LLC, L+600, 1.00% LIBOR Floor, 2/11/2025 3 Month LIBOR Healthcare & Pharmaceuticals 237 236 236

West Dermatology Management Holdings, LLC, L+600, 1.00% LIBOR Floor, 2/11/2025(n) None Healthcare & Pharmaceuticals 221 208 220

West Dermatology Management Holdings, LLC, 0.75% Unfunded, 2/11/2022 None Healthcare & Pharmaceuticals 472 — 9

Williams Industrial Services Group, Inc, L+900, 1.00% LIBOR Floor, 12/16/2025(o) 1 Month LIBOR Services:

West Dermatology Management Holdings, LLC, 0.50% Unfunded, 2/11/2025(n) None Healthcare & Pharmaceuticals 1,436 — (4)

West Dermatology Management Holdings, LLC, 0.75% Unfunded, 2/11/2022 1 Month LIBOR Healthcare & Pharmaceuticals 6,945 (18) (17)

Williams Industrial Services Group, Inc., L+900, 1.00% LIBOR Floor, 12/16/2025(o) None Services:

Business 9,850 9,850 9,936

Williams Industrial Services Group, Inc, 0.50% Unfunded, 6/16/2022 None Services:

Williams Industrial Services Group, Inc., 0.50% Unfunded, 6/16/2022 3 Month LIBOR Services:

Business 5,000 — 44

3 unchanged sentences

Senior Secured Second Lien Debt - 10.6%

Access CIG, LLC, L+775, 0.00% LIBOR Floor, 2/27/2026(n)(o) 1 Month LIBOR Services:

Access CIG, LLC, L+775, 0.00% LIBOR Floor, 2/27/2026(o) 1 Month LIBOR Services:

Business 7,250 7,206 7,259

4 unchanged sentences

Diversified & Production 10,467 10,017 —

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 11,708 11,653

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

MedPlast Holdings, Inc., L+775, 0.00% LIBOR Floor, 7/2/2026(n) 1 Month LIBOR Healthcare & Pharmaceuticals 6,750 6,702 6,202

Ministry Brands, LLC, L+925, 1.00% LIBOR Floor, 6/2/2023(n)(o) 1 Month LIBOR Services:

Business 7,000 7,000 6,982

Niacet Corp., E+875, 1.00% EURIBOR Floor, 8/1/2024(h) 1 Month EURIBOR Chemicals, Plastics & Rubber € 6,263 6,721 7,426

Patterson Medical Supply, Inc., L+1050, 1.00% LIBOR Floor, 8/28/2023(n)(v) 3 Month LIBOR Healthcare & Pharmaceuticals 15,563 15,510 15,563

PetroChoice Holdings, Inc., L+875, 1.00% LIBOR Floor, 8/21/2023 3 Month LIBOR Chemicals, Plastics & Rubber 15,000 14,399 14,550

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)

June 30, 2021

September 30, 2021

(in thousands)

1 unchanged sentence

Units(e) Cost(d) Fair

Global Tel*Link Corp., L+825, 0.00% LIBOR Floor, 11/29/2026(o) 1 Month LIBOR Telecommunications 11,500 11,349 11,471

MedPlast Holdings, Inc., L+775, 0.00% LIBOR Floor, 7/2/2026(n) 1 Month LIBOR Healthcare & Pharmaceuticals 6,750 6,703 6,497

Ministry Brands, LLC, L+925, 1.00% LIBOR Floor, 6/2/2023(n)(o) 1 Month LIBOR Services:

Business 7,000 7,000 6,991

PetroChoice Holdings, Inc., L+875, 1.00% LIBOR Floor, 8/21/2023 3 Month LIBOR Chemicals, Plastics & Rubber 15,000 14,461 14,100

Premiere Global Services, Inc., L+950, 1.00% LIBOR Floor, 6/6/2024(r)(v) 3 Month LIBOR Telecommunications 3,590 3,435 —

Securus Technologies Holdings, Inc., L+825, 1.00% LIBOR Floor, 11/1/2025 3 Month LIBOR Telecommunications 2,942 2,923 2,942

TMK Hawk Parent, Corp., L+800, 1.00% LIBOR Floor, 8/28/2025(n) 1 Month LIBOR Services:

TMK Hawk Parent, Corp., L+800, 1.00% LIBOR Floor, 8/28/2025 1 Month LIBOR Services:

Business 13,393 13,189 10,028

15 unchanged sentences

Equity - 8.9%

LTD., Common Shares(p)(s) Chemicals, Plastics & Rubber 807,268 Units — 186

ACNR Holdings, Inc., Common Stock(p) Metals & Mining 6,018 Units 90 137

ACNR Holdings, Inc., Preferred Stock(p) Metals & Mining 1,890 Units 26 402

ACNR Holdings, Inc., Common Stock(p) Metals & Mining 6,018 Units 90 235

Alert 360 Topco, Inc., Common Stock(p)(s) Services:

7 unchanged sentences

Diversified & Production 2,960 Units — —

ARC Financial Partners, LLC, Membership Interests (25% ownership)(p)(s) Metals & Mining N/A — 16

ARC Financial Partners, LLC, Membership Interests (25% ownership)(p)(s) Metals & Mining NA — —

Ascent Resources - Marcellus, LLC, Membership Units(p) Energy:

2 unchanged sentences

Oil & Gas 132,367 Units 13 1

BCP Great Lakes Fund LP, Partnership Interests (11.4% ownership)(h)(s) Diversified Financials N/A 11,594 11,615

BCP Great Lakes Fund LP, Partnership Interests (11.4% ownership)(h)(s) Diversified Financials NA 12,943 13,105

Carestream Health Holdings, Inc., Warrants(p) Healthcare & Pharmaceuticals 233 Units 565 1,010

CHC Medical Partners, Inc., Series C Preferred Stock, 12% Dividend(u) Healthcare & Pharmaceuticals 2,727,273 Units 5,716 7,800

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

Conisus Holdings, Inc., Common Stock(p)(s) Healthcare & Pharmaceuticals 4,914,556 Units 200 19,056

CION SOF Funding, LLC, Membership Interests (87.5% ownership)(t) Diversified Financials NA — —

Country Fresh Holdings, LLC, Membership Units(p) Beverage, Food & Tobacco 2,985 Units 5,249 —

6 unchanged sentences

Consolidated Schedule of Investments (unaudited)

June 30, 2021

September 30, 2021

(in thousands)

6 unchanged sentences

Diversified & Production 1,268,143 Units 13,675 —

GSC Technologies Inc., Common Shares(p)(s) Chemicals, Plastics & Rubber 807,268 Units — —

HDNet Holdco LLC, Preferred Unit Call Option(p) Media:

Diversified & Production 1 Unit — —

Independent Pet Partners Intermediate Holdings, LLC, Class A Preferred Units(p) Retail 1,000,000 Units 1,000 —

Independent Pet Partners Intermediate Holdings, LLC, Class B-2 Preferred Units(p) Retail 2,632,771 Units 2,133 1,590

HW Ultimate Holdings, LP, Class A Membership Units(p) Capital Equipment 2,000,000 Units 2,000 2,031

Independent Pet Partners Intermediate Holdings, LLC, Class C Preferred Units(p) Retail 2,632,771 Units 2,633 2,760

Independent Pet Partners Intermediate Holdings, LLC, Class B-2 Preferred Units(p) Retail 2,632,771 Units 2,133 2,531

Independent Pet Partners Intermediate Holdings, LLC, Class A Preferred Units(p) Retail 1,000,000 Units 1,000 —

Independent Pet Partners Intermediate Holdings, LLC, Warrants(p) Retail 155,880 Units — —

1 unchanged sentence

Oil & Gas 626,443 Units 2,635 11,119

Mooregate ITC Acquisition, LLC, Class A Units(p)(s) High Tech Industries 500 Units 563 115

Mooregate ITC Acquisition, LLC, Class A Units(p) High Tech Industries 500 Units 563 157

Mount Logan Capital Inc., Common Stock(f)(h)(s) Banking, Finance, Insurance & Real Estate 1,075,557 Units 3,534 3,223

NS NWN Acquisition, LLC, Voting Units(p) High Tech Industries 346 Units 393 1,730

NS NWN Acquisition, LLC, Class A Preferred Units(p) High Tech Industries 111 Units 110 332

NS NWN Acquisition, LLC, Voting Units(p) High Tech Industries 346 Units 393 —

NS NWN Holdco LLC., Voting Units (p) High Tech Industries 522 Units 522 2,723

NSG Co-Invest (Bermuda) LP, Partnership Interests(h)(p) Consumer Goods:

2 unchanged sentences

Phillips Pet Holding Corp., Common Stock(p) Retail 235 Units 13 17

RumbleOn, Inc., Warrants(p) Automotive 60,606 Units 927 927

SIMR Parent, LLC, Class B Common Units(p)(s) Healthcare & Pharmaceuticals 12,283,163 Units 8,002 —

7 unchanged sentences

/ Precision Medical Inc., Warrants(p) Healthcare & Pharmaceuticals 20,667,324 Units 5,806 —

Tenere Inc., Warrants(p) Capital Equipment N/A 161 1,114

Tenere Inc., Warrants(p) Capital Equipment NA 161 1,166

Total Equity 89,409 83,846

9 unchanged sentences

below, investments do not contain a paid-in-kind, or PIK, interest provision.

The 1, 3 and 6 month London Interbank Offered Rate, or LIBOR, rates were 0.08%, 0.13% and 0.16%, respectively, as of September 30, 2021.

The actual LIBOR rate for each loan listed may not be the applicable LIBOR rate as of September 30, 2021, as the loan may have been priced or repriced based on a LIBOR rate prior to or subsequent to September 30, 2021.

See accompanying notes to consolidated financial statements.

1 unchanged sentence

Consolidated Schedule of Investments (unaudited)

June 30, 2021

September 30, 2021

(in thousands)

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.

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.

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.

As of June 30, 2021, 95.4% of the Company’s total assets represented qualifying assets.

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.

As of September 30, 2021, 95.7% of the Company’s total assets represented qualifying assets.

Position or a portion thereof unsettled as of September 30, 2021.

As a result of an arrangement between the Company and the other lenders in the syndication, in addition to the interest earned based on the stated interest rate of this loan, which is the amount reflected in this schedule, the Company may be entitled to receive additional amounts in exchange for a lower payment priority.

In addition to the interest earned based on the stated interest rate of this loan, which is the amount reflected in this schedule, the Company may be entitled to receive additional residual amounts.

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.

7-day effective yield as of June 30, 2021.

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).

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).

7-day effective yield as of September 30, 2021.

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.

Investment or a portion thereof was on non-accrual status as of June 30, 2021.

The ultimate interest earned on this loan will be determined based on the portfolio company’s EBITDA at a specified triggering event.

Investment was on non-accrual status as of September 30, 2021.

See accompanying notes to consolidated financial statements.

1 unchanged sentence

Consolidated Schedule of Investments (unaudited)

June 30, 2021

September 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.

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:

Six Months Ended June 30, 2021 Six Months Ended June 30, 2021

Fair value as of December 31, 2020 and September 30, 2021, along with transactions during the nine months ended September 30, 2021 in these affiliated investments were as follows:

Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2021

Non-Controlled, Affiliated Investments Fair Value at

1 unchanged sentence

(Cost)(1) Gross

(Cost)(2) Net Unrealized Gain (Loss) Fair Value at June 30, 2021 Net Realized Gain (Loss) Interest

(Cost)(2) Net Unrealized

Gain (Loss) Fair Value at

September 30, 2021 Net Realized

Gain (Loss) Interest

Income(3) Dividend Income

First Lien Term Loan A $ 2,289 $ 9 $ (11) $ (1) $ 2,286 $ — $ 83 $ —

First Lien Term Loan B 755 29 — (1) 783 — 29 —

Common Shares — — — 186 186 — — —

Alert 360 Opco, Inc.

10 unchanged sentences

Charming Charlie, LLC

Vendor Payment Financing Facility 350 — — — 350 — — —

Vendor Payment Financing 350 — — — 350 — — —

Conisus Holdings, Inc.

Series B Preferred Stock 16,481 951 — 2,139 19,571 — — 951

Series B Preferred Stock(u) 16,481 951 (16,094) (1,338) — — — 4,428

Common Stock 12,401 — (200) (12,201) — 18,856 — —

5 unchanged sentences

First Lien Term Loan B-1 — — (1,115) 1,115 — (1,080) — —

GSC Technologies Inc.

Incremental Term Loan

— 174 — — 174 — 4 —

First Lien Term Loan A 2,289 14 (18) (248) 2,037 — 124 —

First Lien Term Loan B 755 43 — (284) 514 — 44 —

Common Shares — — — — — — — —

Lift Brands, Inc.

5 unchanged sentences

Longview Power, LLC

First Lien Term Loan 2,414 1,959 (13) 61 4,421 — 257 —

First Lien Term Loan B-1 2,414 1,987 (20) 71 4,452 — 416 —

Mount Logan Capital Inc.

3 unchanged sentences

Class B Common Units — — — — — — — —

Class W Units — — — — — — — —

Snap Fitness Holdings, Inc.

2 unchanged sentences

Totals $ 116,895 $ 26,192 $ (21,636) $ (4,354) $ 117,097 $ 17,776 $ 6,522 $ 5,550

(1) Gross additions include increases in the cost basis of investments resulting from new portfolio investments, PIK interest, the amortization of unearned income, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company into this category from a different category.

See accompanying notes to consolidated financial statements.

1 unchanged sentence

Consolidated Schedule of Investments (unaudited)

June 30, 2021

September 30, 2021

(in thousands)

(2) Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company out of this category into a different category.

1 unchanged sentence

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.

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:

Six Months Ended June 30, 2021 Six Months Ended June 30, 2021

Fair value as of December 31, 2020 and September 30, 2021, along with transactions during the nine months ended September 30, 2021 in these controlled investments were as follows:

Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2021

Controlled Investments Fair Value at

1 unchanged sentence

(Cost)(1) Gross

(Cost)(2) Net

(Cost)(2) Net Unrealized

Gain (Loss) Fair Value at

June 30, 2021 Net Realized

Gain (Loss) Interest

September 30, 2021 Net Realized

(Loss) Gain Interest

Income(3) Dividend Income

5 unchanged sentences

(3) Includes PIK interest income.

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.

For the nine months ended September 30, 2021, non-cash dividend income of $951 and $247 was recorded on the Company's investment in Conisus Holdings, Inc.

and CHC Medical Partners, Inc., respectively.

See accompanying notes to consolidated financial statements.

CĪON Investment Corporation

Consolidated Schedule of Investments (unaudited)

June 30, 2021

(in thousands)

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:

As of September 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

Portfolio Company Investment Type Cash PIK All-in-Rate

Senior Secured First Lien Debt — 6.00% 6.00%

Adapt Laser Acquisition, Inc.

Senior Secured First Lien Debt 11.00 % 2.00 % 13.00 %

Alliance Healthcare Services, Inc.

Senior Secured First Lien Debt 4.50% 1.00% 5.50%

American Consolidated Natural Resources, Inc.

10 unchanged sentences

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%

Country Fresh Holdings, LLC Senior Secured Second Lien Debt — 9.50 % 9.50 %

5 unchanged sentences

Senior Secured Second Lien Debt 7.00 % 2.50 % 9.50 %

GSC Technologies Inc.

Senior Secured First Lien Debt — 6.00 % 6.00 %

GSC Technologies Inc.

Senior Secured First Lien Debt 6.00 % 5.00 % 11.00 %

Hilliard, Martinez & Gonzales, LLP Senior Secured First Lien Debt — 20.00 % 20.00 %

3 unchanged sentences

Independent Pet Partners Intermediate Holdings, LLC Senior Secured First Lien Debt — 8.25 % 8.25 %

See accompanying notes to consolidated financial statements.

CĪON Investment Corporation

Consolidated Schedule of Investments (unaudited)

September 30, 2021

(in thousands)

Interest Rate

Portfolio Company Investment Type Cash PIK All-in-Rate

Independent Pet Partners Intermediate Holdings, LLC Senior Secured First Lien Debt —% 6.15% 6.15%

Jenny C Acquisition, Inc.

Senior Secured First Lien Debt — 12.25% 12.25%

LAV Gear Holdings, Inc.

2 unchanged sentences

Senior Secured First Lien Debt — 9.50% 9.50%

Mimeo.com, Inc.

Revolving Term Loan 8.00% 10.00% 18.00%

Moss Holding Company Senior Secured First Lien Debt 7.50% 0.50% 8.00%

Patterson Medical Supply, Inc.

Senior Secured Second Lien Debt 1.00% 10.50% 11.50%

Premiere Global Services, Inc.

Senior Secured Second Lien Debt 0.50% 10.00% 10.50%

Hilliard, L.L.P.

Senior Secured First Lien Debt — 20.00% 20.00%

RumbleOn, Inc.

Senior Secured First Lien Debt 8.25% 1.00% 9.25%

SIMR, LLC Senior Secured First Lien Debt 0.12 7.00% 19.00%

5 unchanged sentences

Senior Secured First Lien Debt 9.65% 1.00% 10.65%

Trammell, P.C.

Senior Secured First Lien Debt — 20.00% 20.00%

Vesta Holdings, LLC Senior Secured First Lien Debt 7.00% 4.00% 11.00%

2 unchanged sentences

Unsecured Note — 15.00% 15.00%

As of June 30, 2021, the index rate for $8,419 and $8,571 was 1 Month LIBOR and 3 Month LIBOR, respectively.

As of September 30, 2021, the index rate for $4,804 and $5,039 was 1 Month LIBOR and 3 Month LIBOR, respectively.

See accompanying notes to consolidated financial statements.

358 unchanged sentences

The actual LIBOR rate for each loan listed may not be the applicable LIBOR rate as of December 31, 2020, as the loan may have been priced or repriced based on a LIBOR rate prior to or subsequent to December 31, 2020.

The 1 month EURIBOR rate was (0.59%) as of December 31, 2020.

The 1 month Euro Interbank Offered Rate, or EURIBOR, rate was (0.59%) as of December 31, 2020.

Fair value determined in good faith by the Company’s board of directors (see Note 9) using significant unobservable inputs unless otherwise noted.

18 unchanged sentences

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.

The ultimate interest earned on this loan will be determined based on the portfolio company’s EBITDA at a specified triggering event.

Investment or a portion thereof was on non-accrual status as of December 31, 2020.

59 unchanged sentences

Totals $ 106,959 $ 56,451 $ (28,570) $ (17,945) $ 116,895 $ (211) $ 9,965 $ 3,012

See accompanying notes to consolidated financial statements.

3 unchanged sentences

(in thousands)

77 unchanged sentences

Notes to Consolidated Financial Statements (unaudited)

June 30, 2021

September 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.

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).

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 for a period of twenty four months, 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.

2 unchanged sentences

On July 10, 2017, the Company’s independent directors unanimously approved the termination of the investment sub-advisory agreement with AIM, effective as of July 11, 2017.

Although the investment sub-advisory agreement and AIM's engagement as the Company’s investment sub-adviser were terminated, AIM's investment professionals continue to perform certain services for CIM and the Company, including, without limitation, identifying investment opportunities for approval by CIM's investment committee.

Although the investment sub-advisory agreement and AIM's engagement as the Company’s investment sub-adviser were terminated, AIM's investment professionals continue to perform certain services for CIM and the Company, including, without limitation, assistance with identifying investment opportunities for approval by CIM's investment committee.

AIM is not paid a separate fee in exchange for such services, but is entitled to receive distributions as a member of CIM as described above.

5 unchanged sentences

and (d) monthly valuation reports and support for all broker-quoted investments.

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.

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.

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”.

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.

There can be no assurance that the Company will be able to complete the Listing in any certain timeframe or at all.

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 senior personnel.

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.

As a result, on August 10, 2021, the Company and CIM entered into the amended and restated investment advisory agreement in order to implement the change to the calculation of the subordinated incentive fee payable from the Company 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.

On October 5, 2021, the Company's shares of common stock commenced trading on the New York Stock Exchange, or the NYSE, under the ticker symbol "CION", or the Listing.

As a result, on October 5, 2021, the Company and CIM entered into the second amended and restated investment advisory agreement in order to implement the changes to the advisory fees payable from the Company to CIM that became effective upon the Listing that (i) reduced the annual base management fee, (ii) amended the structure of the subordinated incentive fee on income payable by the Company to CIM and reduced the hurdle and incentive fee rates, and (iii) reduced the incentive fee on capital gains payable by the Company to CIM (as described in further detail in Notes 2 and 4).

Also, a complete description of the second amended and restated investment advisory agreement is set forth in Proposal No.

3 in the Company's definitive proxy statement filed on May 13, 2021.

CĪON Investment Corporation

Notes to Consolidated Financial Statements (unaudited)

June 30, 2021

September 30, 2021

(in thousands, except share and per share amounts)

In connection with the potential Listing, the Board also approved an amended and restated investment advisory agreement with CIM.

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.

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.

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.

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.

On September 21, 2021, the Company filed articles of amendment to its articles of incorporation, or the Reverse Stock Split Amendment, with the State Department of Assessments and Taxation of the State of Maryland to effect a 2 to 1 reverse split of the Company’s shares of common stock, or the Reverse Stock Split.

The Reverse Stock Split became effective in accordance with the terms of the Reverse Stock Split Amendment on September 21, 2021 (as described in further detail in Note 3).

A summary of the Company’s weighted average number of shares of common stock outstanding and earnings per share after adjusting for the Reverse Stock Split is as follows:

Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020

Weighted average number of shares of common stock outstanding (as reported) 113,415,564 113,475,569

Weighted average number of shares of common stock outstanding (pro-forma) 56,707,775 56,737,832

Net increase (decrease) in net assets per share resulting from operations (as reported) $ 0.27 $ (0.51)

Net increase (decrease) in net assets per share resulting from operations (pro-forma) $ 0.55 $ (1.03)

Summary of Significant Accounting Policies

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All intercompany balances and transactions have been eliminated in consolidation.

The Company did not consolidate its interest in CION SOF Funding, LLC, or CION SOF.

The Company does not consolidate its interest in CION SOF Funding, LLC, or CION SOF.

See Note 7 for a description of the Company’s investment in CION SOF.

The Company evaluates subsequent events through the date that the consolidated financial statements are issued.

Recently Announced Accounting Standards

Recently Announced Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board, or the FASB, issued ASU 2020-04, Reference Rate Reform (Topic 848):

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dollar can significantly affect the value of these investments and therefore the earnings of the Company.

CĪON Investment Corporation

Notes to Consolidated Financial Statements (unaudited)

September 30, 2021

(in thousands, except share and per share amounts)

Short Term Investments

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Treasury securities and repurchase agreements that are collateralized by such securities.

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.

CĪON Investment Corporation

Notes to Consolidated Financial Statements (unaudited)

June 30, 2021

(in thousands, except share and per share amounts)

The Company had $115,834 and $73,597 of such investments at September 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.

Offering Costs

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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.

There were no deferred tax assets or liabilities as of June 30, 2021.

There were no deferred tax assets or liabilities as of September 30, 2021 or December 31, 2020.

Book/tax differences relating to permanent differences are reclassified among the Company’s capital accounts, as appropriate.

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The preparation of the consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

CĪON Investment Corporation

Notes to Consolidated Financial Statements (unaudited)

September 30, 2021

(in thousands, except share and per share amounts)

During the first half of 2020, there was a global outbreak of a novel coronavirus, or COVID-19, which spread to over 100 countries, including the United States, and spread to every state in the United States.

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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.

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;

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.

The Company believes the estimates and assumptions underlying the consolidated financial statements are reasonable and supportable based on the information available as of September 30, 2021;

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 September 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.

CĪON Investment Corporation

Notes to Consolidated Financial Statements (unaudited)

June 30, 2021

(in thousands, except share and per share amounts)

Valuation of Portfolio Investments

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If the implied fair value yield and leverage fall within the range of CIM's market pricing matrix, the quotes are deemed to be reliable and used to determine the investment's fair value.

CĪON Investment Corporation

Notes to Consolidated Financial Statements (unaudited)

September 30, 2021

(in thousands, except share and per share amounts)

Notwithstanding the foregoing, if in the reasonable judgment of CIM, the price of any investment held by the Company and determined in the manner described above does not accurately reflect the fair value of such investment, CIM will value such investment at a price that reflects such investment’s fair value and report such change in the valuation to the board of directors or its designee as soon as practicable.

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Discounted cash flow analysis, including a terminal value or exit multiple.

CĪON Investment Corporation

Notes to Consolidated Financial Statements (unaudited)

June 30, 2021

(in thousands, except share and per share amounts)

Determination of fair value involves subjective judgments and estimates.

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Designated members of CIM’s management team and the Company's board of directors review and approve the valuation determinations made with respect to these investments in a manner consistent with the Company’s valuation process.

CĪON Investment Corporation

Notes to Consolidated Financial Statements (unaudited)

September 30, 2021

(in thousands, except share and per share amounts)

As a practical expedient, the Company uses net asset value, or NAV, as the fair value for its equity investments in CION SOF and BCP Great Lakes Fund LP.

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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.

CĪON Investment Corporation

Notes to Consolidated Financial Statements (unaudited)

June 30, 2021

(in thousands, except share and per share amounts)

The Company may have investments in its investment portfolio that contain a PIK interest provision.

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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.

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.

For additional information on investments that contain a PIK interest provision, see the consolidated schedules of investments as of September 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.

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Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly-traded portfolio companies.

The Company may receive fees for capital structuring services that are fixed based on contractual terms, are normally paid at the closing of the investments, are generally non-recurring and non-refundable and are recognized as revenue when earned upon closing of the investment.

The Company may receive fees for capital structuring services that are fixed based on contractual terms, are normally paid at the closing of the investment, are generally non-recurring and non-refundable and are recognized as revenue when earned upon closing of the investment.

The services that CIM provides vary by investment, but generally include reviewing existing credit facilities, arranging bank financing, arranging equity financing, structuring financing from multiple lenders, structuring financing from multiple equity investors, restructuring existing loans, raising equity and debt capital, and providing general financial advice, which concludes upon closing of the investment.

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Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation when gains or losses are realized.

CĪON Investment Corporation

Notes to Consolidated Financial Statements (unaudited)

September 30, 2021

(in thousands, except share and per share amounts)

Capital Gains Incentive Fee

Pursuant to the terms of the investment advisory agreement the Company entered into with CIM, the incentive fee on capital gains earned on liquidated investments of the Company’s investment portfolio during operations is determined and payable in arrears as of the end of each calendar year.

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.

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.

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.

There can be no assurance that the Company will be able to complete the Listing in any certain timeframe or at all.

Prior to October 5, 2021 and under the investment advisory agreement, such fee equaled 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.

Pursuant to the second amended and restated investment advisory agreement, the incentive fee on capital gains was reduced to 17.5%, which became effective on October 5, 2021.

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.

CĪON Investment Corporation

Notes to Consolidated Financial Statements (unaudited)

June 30, 2021

(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.

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The Company’s follow-on continuous public offering commenced on January 25, 2016 and ended on January 25, 2019.

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:

Six Months Ended

June 30, Year Ended

The following table summarizes transactions with respect to shares of the Company’s common stock during the nine months ended September 30, 2021 and 2020 and the year ended December 31, 2020:

Nine Months Ended

September 30, Year Ended December 31,

2021 2020 2020

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Net shares/proceeds from (for) share transactions 311,573 $ 5,022 209,397 $ 3,698 (43,711) $ (2)

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.

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.

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.

(1) The number of shares repurchased has been retroactively adjusted to reflect the Reverse Stock Split as discussed below.

Since commencing its initial continuous public offering on July 2, 2012 and through September 30, 2021, the Company sold 56,958,440 shares of common stock for net proceeds of $1,160,307 at an average price per share of $20.37.

The net proceeds include gross proceeds received from reinvested shareholder distributions of $237,451, for which the Company issued 13,523,490 shares of common stock, and gross proceeds paid for shares of common stock tendered for repurchase of $232,430, for which the Company repurchased 13,310,928 shares of common stock.

In August 2020, the Company obtained approval from its shareholders authorizing 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.

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).

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)

June 30, 2021

September 30, 2021

(in thousands, except share and per share amounts)

Share Repurchase Program

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.

The Company did not issue any such shares through August 2021 (the 12-month anniversary of such shareholder approval).

On August 9, 2021, the Company's shareholders again approved a proposal that 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 such shareholder approval.

Distribution Reinvestment Plan

In connection with the Listing of its shares of common stock on the NYSE, on September 15, 2021, the Company terminated its previous fifth amended and restated distribution reinvestment plan, or the Old DRP.

The final distribution reinvestment under the Old DRP was made as part of the regular monthly cash distribution paid on September 14, 2021 to shareholders of record as of September 13, 2021.

On September 15, 2021, the Company adopted a new distribution reinvestment plan, or the New DRP, which became effective as of the Listing, and will first apply to the reinvestment of cash distributions paid on or after October 5, 2021.

For additional information regarding the terms of the New DRP, see Note 5.

Reverse Stock Split

As a result of the Reverse Stock Split, which was effective on September 21, 2021, every two shares of the Company's common stock issued and outstanding were automatically combined into one share of the Company's common stock, with the number of issued and outstanding shares reduced from 113,916,869 to 56,958,440.

The Reverse Stock Split Amendment also provided that there was no change in the par value of $0.001 per share as a result of the Reverse Stock Split.

In addition, the Reverse Stock Split did not modify the rights or preferences of the Company’s common stock.

Listing and Fractional Shares

On October 5, 2021, the Company's shares of common stock commenced trading on the NYSE under the ticker symbol “CION”.

As approved by shareholders on September 7, 2021 at the Company’s final, reconvened 2021 annual meeting of shareholders, the Listing will be staggered such that (i) up to 1/3rd of shares held by all shareholders are available for trading upon Listing, (ii) up to 2/3rd of shares held by all shareholders will be available for trading starting 180 days after Listing, and (iii) all shares will be available for trading starting 270 days after Listing.

As a result, the Company will eliminate any outstanding fractional shares of its common stock in connection with the Listing, as permitted by the Maryland General Corporation Law, 270 days after Listing.

Pre-Listing Share Repurchase Program

Historically, the Company offered to repurchase shares on a quarterly basis 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.

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.

On November 13, 2020, the Company recommenced its share repurchase program for the fourth quarter of 2020.

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.

The share repurchase program will ultimately terminate upon the Listing.

For a detailed discussion of the potential Listing, refer to Note 1 to these notes to consolidated financial statements.

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.

The share repurchase program ultimately terminated upon the Listing and the Company does not expect to implement a new quarterly share repurchase program in the future.

Historically, the Company generally 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 the Old DRP.

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.

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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.

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.

The following table summarizes the share repurchases completed during the year ended December 31, 2020 and the six months ended June 30, 2021:

CĪON Investment Corporation

Notes to Consolidated Financial Statements (unaudited)

September 30, 2021

(in thousands, except share and per share amounts)

The following table summarizes the share repurchases completed during the year ended December 31, 2020 and the nine months ended September 30, 2021:

Three Months Ended Repurchase Date Shares Repurchased(2) Percentage of Shares Tendered That Were Repurchased Repurchase Price Per Share(2) Aggregate Consideration for Repurchased Shares

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June 30, 2021 June 23, 2021 320,127 7% 16.13 5,163

Total for the six months ended June 30, 2021 1,315,717 $ 10,454

September 30, 2021(3) N/A 792 N/A 16.13 13

Total for the nine months ended September 30, 2021 658,650 $ 10,467

(1) Represents an adjustment made during the three months ended June 30, 2020 to shares repurchased during the three months ended March 31, 2020.

(2) Shares repurchased and repurchase price per share have been retroactively adjusted to reflect the 2 to 1 Reverse Stock Split as discussed in this Note 3.

(3) Represents an adjustment made during the three months ended September 30, 2021 to shares repurchased during the three months ended June 30, 2021.

The Company suspended its share repurchase program on July 30, 2021 as discussed in this Note 3.

Post-Listing Share Repurchase Policy

On September 15, 2021, the Company’s board of directors, including the independent directors, approved a share repurchase policy authorizing the Company to repurchase up to $50 million of its outstanding common stock after the Listing.

Under the share repurchase policy, the Company may purchase shares of its common stock through various means such as open market transactions, including block purchases, and privately negotiated transactions.

The number of shares repurchased and the timing, manner, price and amount of any repurchases will be determined at the Company's discretion.

Factors are expected to include, but are not limited to, share price, trading volume and general market conditions, along with the Company’s general business conditions.

The policy may be suspended or discontinued at any time and does not obligate the Company to acquire any specific number of shares of its common stock.

As part of the share repurchase policy, the Company intends to enter into a trading plan in the near future adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, based in part on historical trading data with respect to the Company’s shares.

The 10b5-1 trading plan would permit common stock to be repurchased at a time that the Company might otherwise be precluded from doing so under insider trading laws or self-imposed trading restrictions.

The 10b5-1 trading plan will be administered by an independent broker and will be subject to price, market volume and timing restrictions.

Since the Company has not yet entered into a 10b5-1 trading plan, during the period from September 15, 2021 to November 11, 2021, the Company did not repurchase any shares of common stock pursuant to the share repurchase policy.

CĪON Investment Corporation

Notes to Consolidated Financial Statements (unaudited)

June 30, 2021

September 30, 2021

(in thousands, except share and per share amounts)

Transactions with Related Parties

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:

For the three and nine months ended September 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

June 30, Six Months Ended

June 30, Year Ended December 31,

September 30, Nine Months Ended

September 30, Year Ended December 31,

Entity Capacity Description 2021 2020 2021 2020 2020

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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.

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.

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);

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%.

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 for a period of twenty four months, which was subsequently approved by shareholders on August 9, 2021.

Pursuant to the investment advisory agreement, CIM was 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.

Pursuant to the second amended and restated investment advisory agreement, which was effective upon the Listing on October 5, 2021, the annual base management fee was 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);

provided that, the annual base management fee will 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%.

Under the 1940 Act, the Company is not currently permitted to incur indebtedness that would cause its asset coverage ratio to drop below 200%.

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.

The incentive fee consists of two parts.

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%.

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%.

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.

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.

For the three months ended June 30, 2021 and 2020, the Company did not record any liabilities for subordinated incentive fees.

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 was 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%.

Under the investment advisory agreement, the Company paid to CIM 100% of pre-incentive fee net investment income once the hurdle rate was exceeded until the annualized rate of 9.375% was exceeded, at which point the Company paid to CIM 20% of all pre-incentive fee net investment income that exceeded the annualized rate of 9.375%.

Under the amended and restated investment advisory agreement, 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 was implemented.

Under the second amended and restated investment advisory agreement, the hurdle rate was reduced to 1.625% per quarter, or an annualized rate of 6.5%, and the Company pays 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 pays to CIM 17.5% of all pre-incentive fee net investment income.

These changes to the subordinated incentive fee on income were effective upon the Listing, except for the change to the calculation of the subordinated incentive fee payable to CIM that replaced adjusted capital with the Company's net assets, which was effective on August 10, 2021.

For the three months ended September 30, 2021 and 2020, the Company recorded subordinated incentive fees on income of $2,933 and $0, respectively.

As of September 30, 2021 and December 31, 2020, the liabilities recorded for subordinated incentive fees were $2,933 and $4,323, respectively.

The second part of the incentive fee, which is referred to as the capital gains incentive fee, is described in Note 2.

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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.

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.

For the three and nine months ended September 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)

June 30, 2021

September 30, 2021

(in thousands, except share and per share amounts)

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On November 11, 2021, 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 administration agreement with CIM for a period of twelve months commencing December 17, 2021.

This administration agreement with CIM replaced the prior administration agreement with CIM's affiliate, ICON Capital, LLC, or ICON Capital, in which ICON Capital provided the same administrative services to the Company under the same terms and conditions.

On January 1, 2019, the Company entered into a servicing agreement with CIM’s affiliate, Apollo Investment Administration, L.P., or AIA, pursuant to which AIA furnishes the Company with administrative services including, but not limited to, loan and high yield trading services, trade and settlement support, and monthly valuation reports and support for all broker quoted investments.

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Expense support, if any, will be determined as appropriate to meet the objectives of the expense support and conditional reimbursement agreement.

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.

For the three and nine months ended September 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.

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 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 or nine months ended September 30, 2021 or 2020 or the year ended December 31, 2020, respectively.

The Company may or may not be requested to reimburse any expense support provided in the future.

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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.

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.

As of September 30, 2021 and December 31, 2020, the total liability payable to CIM and its affiliates was $12,525 and $13,275, respectively, which primarily related to fees earned by CIM during the three months ended September 30, 2021 and December 31, 2020, respectively.

CĪON Investment Corporation

Notes to Consolidated Financial Statements (unaudited)

June 30, 2021

September 30, 2021

(in thousands, except share and per share amounts)

1 unchanged sentence

However, it is currently possible that some investment opportunities will be provided to other clients of CIM rather than to the Company.

Indemnifications

I ndemnifications

The investment advisory agreement, the administration agreement and the dealer manager agreement with CIM and CION Securities, LLC (formerly, ICON Securities, LLC), or CION Securities, each provide certain indemnifications from the Company to the other relevant parties to such agreements.

5 unchanged sentences

Effective September 28, 2017, the Company's board of directors delegated to management the authority to determine the amount, record dates, payment dates and other terms of distributions to shareholders, which will be ratified by the board of directors, each on a quarterly basis.

Beginning on March 19, 2020, management changed the timing of declaring distributions from quarterly to monthly and temporarily suspended the payment of distributions to shareholders commencing with the month ended April 30, 2020, whether in cash or pursuant to the Company's distribution reinvestment plan, as amended and restated.

On July 15, 2020, the board of directors determined to recommence the payment of distributions to shareholders in August 2020.

Distributions in respect of future months will be evaluated by management and the board of directors based on circumstances and expectations existing at the time of consideration.

Declared distributions are paid monthly.

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.

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:

On September 15, 2021, management changed the timing of declaring and paying regular distributions to shareholders from monthly to quarterly commencing with the fourth quarter of 2021.

Distributions in respect of future quarters will be evaluated by management and the board of directors based on circumstances and expectations existing at the time of consideration.

Declared distributions are paid quarterly.

The Company’s board of directors declared or ratified distributions for 19 and 9 record dates during the year ended December 31, 2020 and the nine months ended September 30, 2021, respectively.

The following table presents cash distributions per share that were declared during the year ended December 31, 2020 and the nine months ended September 30, 2021:

Distributions

7 unchanged sentences

June 30, 2021 (three record dates) 0.2648 15,000

Total distributions for the six months ended June 30, 2021 $ 0.2648 $ 30,029

On June 15, 2021, the Company's co-chief executive officers declared regular monthly cash distributions of $0.04413 per share for July 2021.

The distributions were paid on July 28, 2021 to shareholders of record as of July 27, 2021.

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.

On July 15, 2021, the Company's co-chief executive officers declared regular monthly cash distributions of $0.04413 per share for August 2021.

The distributions will be paid on September 1, 2021 to shareholders of record as of August 31, 2021.

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.

September 30, 2021 (three record dates) 0.2648 15,027

Total distributions for the nine months ended September 30, 2021 $ 0.7944 $ 45,056

(1) The amount of each per share distribution has been retroactively adjusted to reflect the Reverse Stock Split as discussed in Note 3.

On September 15, 2021, the Company’s co-chief executive officers declared a regular quarterly cash distribution of $0.1324 per share for the fourth quarter of 2021 and declared a special cash distribution expected to be in the range of $0.07 to $0.10 per share for the year ending December 31, 2021.

As adjusted to give effect to the Reverse Stock Split, the regular cash distribution of $0.1324 per share will be paid at a per share distribution amount of $0.2648 and the special cash distribution expected to be in the range of $0.07 to $0.10 per share will be paid at a per share distribution amount expected to be in the range of $0.14 to $0.20.

The regular quarterly cash distribution will be paid on December 8, 2021 to shareholders of record as of December 1, 2021.

The special cash distribution will be paid on December 23, 2021 to shareholders of record as of December 16, 2021.

On November 12, 2021, the Company’s co-chief executive officers declared a regular quarterly cash distribution of $0.28 per share for the first quarter of 2022 payable on March 30, 2022 to shareholders of record as of March 23, 2022.

CĪON Investment Corporation

Notes to Consolidated Financial Statements (unaudited)

June 30, 2021

September 30, 2021

(in thousands, except share and per share amounts)

The Company has adopted an “opt in” distribution reinvestment plan for shareholders.

As a result, if the Company makes a distribution, shareholders will receive distributions in cash unless they specifically “opt in” to the fifth amended and restated distribution reinvestment plan so as to have their cash distributions reinvested in additional shares of the Company’s common stock.

On December 8, 2016, the Company amended and restated its distribution reinvestment plan pursuant to the fifth amended and restated distribution reinvestment plan, or the Fifth Amended DRIP.

The Fifth Amended DRIP became effective as of, and first applied to the reinvestment of cash distributions paid on, February 1, 2017.

Under the Fifth Amended DRIP, cash distributions to participating shareholders will be reinvested in additional shares of common stock at a purchase price equal to the estimated net asset value per share of common stock as of the date of issuance.

In connection with the Listing of its shares of common stock on the NYSE, on September 15, 2021, the Company terminated the Old DRP.

The final distribution reinvestment under the Old DRP was made as part of the regular monthly cash distribution paid on September 14, 2021 to shareholders of record as of September 13, 2021.

On September 15, 2021, the Company adopted the New DRP, which became effective as of the Listing, and will first apply to the reinvestment of cash distributions paid on or after October 5, 2021.

Under the Old DRP and prior to the Listing, cash distributions to participating shareholders who “opted in” to the Old DRP were reinvested in additional shares of the Company's common stock at a purchase price equal to the estimated net asset value per share of common stock as of the date of issuance.

Upon the Listing, all shareholders were automatically enrolled in the New DRP and will receive distributions as declared by the Company in additional shares of its common stock unless such shareholder affirmatively elects to receive an entire distribution in cash by notifying (i) such shareholder’s financial adviser;

or (ii) if such shareholder has a registered account maintained at the Company’s transfer agent, the plan administrator.

With respect to cash distributions to participating shareholders under the New DRP, the Company reserves the right to either issue new shares or cause the plan administrator to purchase shares in the open market in connection with implementation of the New DRP.

Unless the Company, in its sole discretion, otherwise directs DST Asset Management Solutions, Inc., the plan administrator, (A) if the per share “market price” (as defined in the New DRP) is equal to or greater than the estimated net asset value per share on the payment date for the distribution, then the Company will issue shares at the greater of (i) the estimated net asset value or (ii) 95% of the market price, or (B) if the market price is less than the estimated net asset value, then, in the Company’s sole discretion, (i) shares will be purchased in open market transactions for the accounts of participating shareholders to the extent practicable, or (ii) the Company will issue shares at the estimated net asset value.

Pursuant to the terms of the New DRP, the number of shares to be issued to a participating shareholder will be determined by dividing the total dollar amount of the distribution payable to a participating shareholder by the price per share at which the Company issues such shares;

provided, however, that shares purchased in open market transactions by the plan administrator will be allocated to a participating shareholder based on the weighted average purchase price, excluding any brokerage charges or other charges, of all shares purchased in the open market with respect to such distribution.

No other material terms of the Old DRP were amended in connection with the New DRP.

If a shareholder receives distributions in the form of common stock pursuant to the New DRP, such shareholder generally will be subject to the same federal, state and local tax consequences as if they elected to receive distributions in cash.

If the Company’s common stock is trading at or below net asset value, a shareholder receiving distributions in the form of additional common stock will be treated as receiving a distribution in the amount of cash that such shareholder would have received if they had elected to receive the distribution in cash.

If the Company’s common stock is trading above net asset value, a shareholder receiving distributions in the form of additional common stock will be treated as receiving a distribution in the amount of the fair market value of the Company’s common stock.

The shareholder’s basis for determining gain or loss upon the sale of common stock received in a distribution will be equal to the total dollar amount of the distribution payable to the shareholder.

Any stock received in a distribution will have a holding period for tax purposes commencing on the day following the day on which the shares of common stock are credited to the shareholder’s account.

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.

4 unchanged sentences

CIM has no obligation to provide expense support to the Company in future periods.

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.

For the three months ended September 30, 2021 and 2020 and the year ended December 31, 2020, none of the Company's distributions resulted from expense support from CIM.

The Company has not established limits on the amount of funds it may use from available sources to make distributions.

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:

Six Months Ended

June 30, Year Ended

CĪON Investment Corporation

Notes to Consolidated Financial Statements (unaudited)

September 30, 2021

(in thousands, except share and per share amounts)

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 nine months ended September 30, 2021 and 2020 and the year ended December 31, 2020:

Nine Months Ended

September 30, Year Ended December 31,

2021 2020 2020

2 unchanged sentences

Total distributions $ 0.7944 $ 45,056 100.0 % $ 0.5422 $ 30,804 100.0 % $ 1.1106 $ 63,283 100.0 %

(1) The per share amount has been retroactively adjusted to reflect the Reverse Stock Split as discussed in Note 3.

It is the Company's policy to comply with all requirements of the Code applicable to RICs and to distribute at least 90% of its taxable income to its shareholders.

8 unchanged sentences

All distributions for 2020 were characterized as ordinary income distributions for federal income tax purposes.

CĪON Investment Corporation

Notes to Consolidated Financial Statements (unaudited)

June 30, 2021

(in thousands, except share and per share amounts)

The tax components of accumulated earnings for the current year will be determined at year end.

5 unchanged sentences

Total accumulated losses $ (157,507)

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;

CĪON Investment Corporation

Notes to Consolidated Financial Statements (unaudited)

September 30, 2021

(in thousands, except share and per share amounts)

As of September 30, 2021, the aggregate gross unrealized appreciation for all securities in which there was an excess of value over tax cost was $32,076;

the aggregate gross unrealized depreciation for all securities in which there was an excess of tax cost over value was $155,880;

5 unchanged sentences

and the aggregate cost of securities for Federal income tax purposes was $1,731,035.

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:

June 30, 2021 December 31, 2020

The composition of the Company’s investment portfolio as of September 30, 2021 and December 31, 2020 at amortized cost and fair value was as follows:

September 30, 2021 December 31, 2020

Value Percentage of

13 unchanged sentences

Notes to Consolidated Financial Statements (unaudited)

June 30, 2021

September 30, 2021

(in thousands, except share and per share amounts)

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:

June 30, 2021 December 31, 2020

September 30, 2021 December 31, 2020

Industry Classification Investments at

3 unchanged sentences

Investment Portfolio

Healthcare & Pharmaceuticals $ 283,126 16.9 % $ 298,944 19.9 %

Business $ 266,853 16.4 % $ 211,572 14.0 %

Diversified & Production 127,105 7.6 % 108,078 7.2 %

Chemicals, Plastics & Rubber 124,017 7.4 % 141,654 9.5 %

Healthcare & Pharmaceuticals 265,317 16.3 % 298,944 19.9 %

Consumer 122,919 7.5 % 85,254 5.7 %

Diversified & Production 106,982 6.6 % 108,078 7.2 %

Advertising, Printing & Publishing 106,854 6.6 % 110,083 7.4 %

High Tech Industries 73,265 4.4 % 55,619 3.7 %

Beverage, Food & Tobacco 64,626 3.9 % 69,975 4.7 %

Capital Equipment 86,037 5.3 % 65,752 4.4 %

Chemicals, Plastics & Rubber 85,232 5.2 % 141,654 9.5 %

High Tech Industries 67,449 4.1 % 55,619 3.7 %

Banking, Finance, Insurance & Real Estate 53,517 3.3 % 41,211 2.8 %

Retail 45,543 2.7 % 29,312 2.0 %

Aerospace & Defense 42,331 2.5 % 35,751 2.4 %

Construction & Building 49,720 3.0 % 34,653 2.3 %

Beverage, Food & Tobacco 49,561 3.0 % 69,975 4.7 %

Consumer Goods:

Durable 46,916 2.9 % 7,417 0.5 %

Telecommunications 41,975 2.5 % 46,638 3.1 %

Oil & Gas 41,543 2.5 % 28,136 1.9 %

Construction & Building 41,064 2.5 % 34,653 2.3 %

Hotel, Gaming & Leisure 33,523 2.0 % 21,920 1.5 %

Aerospace & Defense 42,726 2.6 % 35,751 2.4 %

Retail 41,800 2.6 % 29,312 2.0 %

Consumer Goods:

Non-Durable 41,456 2.5 % 15,757 1.1 %

Telecommunications 39,602 2.4 % 46,638 3.1 %

Hotel, Gaming & Leisure 35,428 2.2 % 21,920 1.5 %

Diversified Financials 32,457 2.0 % 37,214 2.5 %

Oil & Gas 28,117 1.7 % 28,136 1.9 %

Forest Products & Paper 21,699 1.3 % 21,686 1.4 %

1 unchanged sentence

Cargo 14,344 0.9 % 19,001 1.3 %

Automotive 13,965 0.9 % — —

Metals & Mining 11,513 0.7 % 10,147 0.7 %

2 unchanged sentences

Total investments $ 1,746,298 $ 1,569,371

CĪON Investment Corporation

Notes to Consolidated Financial Statements (unaudited)

June 30, 2021

(in thousands, except share and per share amounts)

June 30, 2021 December 31, 2020

September 30, 2021 December 31, 2020

Geographic Dispersion(1) Investments at

6 unchanged sentences

Cayman Islands 13,012 0.8 % 12,131 0.8 %

Netherlands 7,426 0.4 % 7,651 0.5 %

Bermuda 751 — 676 —

Luxembourg — — 10,034 0.7 %

Netherlands — — 7,651 0.5 %

Cyprus — — 3,557 0.2 %

Bermuda 772 0.1 % 676 —

Subtotal/total percentage 1,630,464 100.0 % 1,495,774 100.0 %

2 unchanged sentences

(1) The geographic dispersion is determined by the portfolio company's country of domicile.

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.

CĪON Investment Corporation

Notes to Consolidated Financial Statements (unaudited)

September 30, 2021

(in thousands, except share and per share amounts)

As of September 30, 2021 and December 31, 2020, investments on non-accrual status represented 0.9% 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.

As of June 30, 2021 and December 31, 2020, the Company’s unfunded commitments amounted to $80,283 and $43,130, respectively.

As of August 5, 2021, the Company’s unfunded commitments amounted to $85,059.

As of September 30, 2021 and December 31, 2020, the Company’s unfunded commitments amounted to $96,846 and $43,130, respectively.

As of November 11, 2021, the Company’s unfunded commitments amounted to $110,475.

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.

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.

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)

June 30, 2021

(in thousands, except share and per share amounts)

For the nine months ended September 30, 2020 and the year ended December 31, 2020, the Company recorded dividend income from its equity interest in CION SOF of $3,518 .

In accordance with ASU 2015-02, Consolidation , the Company determined that CION SOF was a variable interest entity, or VIE.

1 unchanged sentence

The Company's maximum exposure to losses from CION SOF was limited to its equity contribution to CION SOF.

CĪON Investment Corporation

Notes to Consolidated Financial Statements (unaudited)

September 30, 2021

(in thousands, except share and per share amounts)

The following table sets forth the individual investments in CION SOF's portfolio as of December 31, 2020:

28 unchanged sentences

Total liabilities and members' capital $ 14,328

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

June 30, Six Months Ended

June 30, Year Ended December 31,

The following table includes selected statement of operations information for CION SOF for the three and nine months ended September 30, 2021 and 2020 and the year ended December 31, 2020:

Selected Statement of Operations Information:

Three Months Ended

September 30, Nine Months Ended

September 30, Year Ended December 31, 2020

2021 2020 2021 2020

3 unchanged sentences

Net change in unrealized appreciation (depreciation) on investments — 1,136 — (2,428) 28

Net increase (decrease) in net assets $ — $ 1,374 $ — $ (1,086) $ 541

Net increase in net assets $ — $ 2,005 $ — $ 919 $ 541

CĪON Investment Corporation

Notes to Consolidated Financial Statements (unaudited)

June 30, 2021

September 30, 2021

(in thousands, except share and per share amounts)

Financing Arrangements

The following table presents summary information with respect to the Company’s outstanding financing arrangements as of June 30, 2021:

The following table presents summary information with respect to the Company’s outstanding financing arrangements as of September 30, 2021:

Financing Arrangement Type of Financing Arrangement Rate Amount Outstanding Amount Available Maturity Date

4 unchanged sentences

$ 805,000 $ 75,000

(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.

The fair value of these debt obligations would be categorized as Level 3 under ASC 820 as of June 30, 2021.

(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.

The fair value of these debt obligations would be categorized as Level 3 under ASC 820 as of June 30, 2021.

(1) As of September 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.

The fair value of these debt obligations would be categorized as Level 3 under ASC 820 as of September 30, 2021.

(2) As of September 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.

The fair value of these debt obligations would be categorized as Level 3 under ASC 820 as of September 30, 2021.

JPM Credit Facility

7 unchanged sentences

Under the Amended JPM Credit Facility entered into on July 11, 2017 and November 28, 2017, certain immaterial administrative amendments were made as a result of the termination of AIM as the Company's investment sub-adviser as discussed in Note 1.

Under the Amended JPM Credit Facility entered into on May 23, 2018, (i) the aggregate principal amount available for borrowings was increased from $225,000 to $275,000, of which $25,000 may be funded as a revolving credit facility, subject to conditions described in the Amended JPM Credit Facility, (ii) the reinvestment period was extended until August 24, 2020 and (iii) the maturity date was extended to August 24, 2021.

Under the Amended JPM Credit Facility entered into on May 23, 2018, (i) the aggregate principal amount available for borrowings was increased from $225,000 to $275,000, of which $25,000 could have been funded as a revolving credit facility, subject to conditions described in the Amended JPM Credit Facility, (ii) the reinvestment period was extended until August 24, 2020 and (iii) the maturity date was extended to August 24, 2021.

On May 15, 2020, 34th Street amended and restated the Amended JPM Credit Facility, or the Second Amended JPM Credit Facility, with JPM in order to fully repay all amounts outstanding under the Citibank Credit Facility and the MS Credit Facility and repay $100,000 of advances outstanding under the UBS Facility (as described below).

9 unchanged sentences

On February 17, 2021, 34th Street repaid $125,000 of borrowings under the Third Amended JPM Credit Facility.

On June 2, 2021, 34th Street drew down $50,000 of borrowings under the Third Amended JPM Credit Facility.

On June 2, 2021 and October 19, 2021, 34th Street drew down $50,000 and $25,000 of borrowings under the Third Amended JPM Credit Facility, respectively.

CĪON Investment Corporation

Notes to Consolidated Financial Statements (unaudited)

June 30, 2021

September 30, 2021

(in thousands, except share and per share amounts)

3 unchanged sentences

The non-usage fees, if any, are payable quarterly in arrears.

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.

As of September 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.

As of and for the three months ended June 30, 2021, 34th Street was in compliance with all covenants and reporting requirements.

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.

At June 30, 2021, the unamortized portion of the debt issuance costs was $5,606.

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:

Three Months Ended June 30, Six Months Ended June 30, Year Ended December 31,

As of and for the nine months ended September 30, 2021, 34th Street was in compliance with all covenants and reporting requirements.

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 September 30, 2021 and will amortize to interest expense over the term of the Third Amended JPM Credit Facility.

At September 30, 2021, the unamortized portion of the debt issuance costs was $5,141.

For the three and nine months ended September 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:

Three Months Ended

September 30, Nine Months Ended

September 30, Year Ended December 31,

2021 2020 2021 2020 2020

5 unchanged sentences

Average borrowings $ 550,000 $ 629,338 $ 543,681 $ 448,842 $ 493,122

(1) Includes the stated interest expense and non-usage fee, if any, on the unused portion of the Third Amended JPM Credit Facility and is annualized for periods covering less than one year.

(1) Includes the stated interest expense and non-usage fee, if any, on the unused portion of the Third Amended JPM Credit Facility and the Second Amended JPM Credit Facility, as applicable, and is annualized for periods covering less than one year.

On February 11, 2021, the Company entered into a Note Purchase Agreement with certain purchasers, or the Note Purchase Agreement, in connection with the Company’s issuance of $125,000 aggregate principal amount of its 4.50% senior unsecured notes due in 2026, or the 2026 Notes.

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.

CĪON Investment Corporation

Notes to Consolidated Financial Statements (unaudited)

June 30, 2021

(in thousands, except share and per share amounts)

The 2026 Notes mature on February 11, 2026.

The 2026 Notes bear interest at a rate of 4.50% per year payable semi-annually on February 11th and August 11th of each year, commencing on August 11, 2021.

The 2026 Notes bear interest at a rate of 4.50% per year payable semi-annually on February 11th and August 11th of each year, which commenced on August 11, 2021.

The Company has the right to, at its option, redeem all or a part that is not less than 10% of the 2026 Notes (i) on or before February 11, 2024, at a redemption price equal to 100% of the principal amount of 2026 Notes to be redeemed plus an applicable “make-whole” amount equal to (x) the discounted value of the remaining scheduled payments with respect to the principal of such 2026 Note that is to be prepaid or becomes due and payable pursuant to the Note Purchase Agreement over (y) the amount of such called principal, plus accrued and unpaid interest, if any, (ii) after February 11, 2024 but on or before February 11, 2025, at a redemption price equal to 102% of the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest, if any, (iii) after February 11, 2025 but on or before August 11, 2025, at a redemption price equal to 101% of the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest, if any, and (iv) after August 11, 2025, at a redemption price equal to 100% of the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest, if any.

2 unchanged sentences

Treasury securities, using such implied yield to maturity determined in accordance with the terms of the Note Purchase Agreement.

CĪON Investment Corporation

Notes to Consolidated Financial Statements (unaudited)

September 30, 2021

(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.

As of and for the three months ended June 30, 2021, the Company was in compliance with all reporting requirements.

As of and for the three months ended September 30, 2021, the Company was in compliance with all covenants and 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.

As of June 30, 2021, the aggregate principal amount of 2026 Notes outstanding was $125,000.

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.

At June 30, 2021, the unamortized portion of the debt issuance costs was $2,464.

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:

Three Months Ended June 30, 2021 For the Period from February 11, 2021 through June 30, 2021

As of September 30, 2021, the aggregate principal amount of 2026 Notes outstanding was $125,000.

Through September 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 September 30, 2021 and will amortize to interest expense over the term of the 2026 Notes.

At September 30, 2021, the unamortized portion of the debt issuance costs was $2,330.

For the three months ended September 30, 2021 and for the period from February 11, 2021 through September 30, 2021, the components of interest expense, average borrowings, and weighted average interest rate for the 2026 Notes were as follows:

Three Months Ended September 30, 2021 For the Period from February 11, 2021 through September 30, 2021

Stated interest expense $ 1,437 $ 3,625

4 unchanged sentences

(1) Includes the stated interest expense on the 2026 Notes and is annualized for periods covering less than one year.

CĪON Investment Corporation

Notes to Consolidated Financial Statements (unaudited)

June 30, 2021

(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.

7 unchanged sentences

Murray Hill Funding makes capital contributions to Murray Hill Funding II to, among other things, maintain the value of the portfolio of assets held by Murray Hill Funding II.

CĪON Investment Corporation

Notes to Consolidated Financial Statements (unaudited)

September 30, 2021

(in thousands, except share and per share amounts)

Principal on the Notes will be due and payable on the stated maturity date of May 19, 2027.

12 unchanged sentences

On December 1, 2017, Murray Hill Funding II amended and restated the Indenture, or the Amended Indenture, pursuant to which the aggregate principal amount of Notes that may be issued by Murray Hill Funding II was increased from $192,308 to $266,667.

Murray Hill Funding will purchase the Notes to be issued by Murray Hill Funding II from time to time.

On December 1, 2017, Murray Hill Funding entered into a First Amended and Restated Master Confirmation to the Global Master Repurchase Agreement, or the Amended Master Confirmation, which sets forth the terms of the repurchase transaction between Murray Hill Funding and UBS under the UBS Facility.

7 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.

CĪON Investment Corporation

Notes to Consolidated Financial Statements (unaudited)

June 30, 2021

(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.

4 unchanged sentences

Principal on the Class A-R Notes will be due and payable on the stated maturity date of May 19, 2027, which is the same stated maturity date as the Notes.

CĪON Investment Corporation

Notes to Consolidated Financial Statements (unaudited)

September 30, 2021

(in thousands, except share and per share amounts)

The Class A-R Notes will be issued pursuant to a Second Amended and Restated Indenture, dated December 17, 2020, between Murray Hill Funding II and U.S.

5 unchanged sentences

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.

On August 20, 2021, Murray Hill Funding repurchased Class A-R Notes in the aggregate principal amount of $21,000 from UBS for an aggregate repurchase price of $21,000, which was then repaid by Murray Hill Funding II.

The repurchase of the A-R Notes on August 20, 2021 resulted in a repayment of $21,000 of the outstanding amount of borrowings under the Amended UBS Facility.

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.

At June 30, 2021, all upfront fees and other expenses were fully amortized.

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.

At September 30, 2021, all upfront fees and other expenses were fully amortized.

As of September 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.

As of June 30, 2021, the amount due at maturity under the Amended UBS Facility was $100,000.

As of September 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.

As of June 30, 2021, the fair value of assets held by Murray Hill Funding II was $227,154.

As of September 30, 2021, the fair value of assets held by Murray Hill Funding II was $231,884.

CĪON Investment Corporation

Notes to Consolidated Financial Statements (unaudited)

June 30, 2021

September 30, 2021

(in thousands, except share and per share amounts)

Three Months Ended June 30, Six Months Ended June 30, Year Ended December 31,

Three Months Ended

September 30, Nine Months Ended

September 30, Year Ended December 31,

2021 2020 2021 2020 2020

20 unchanged sentences

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.

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.

At June 30, 2021, the unamortized portion of the debt issuance costs was $929.

Through September 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 September 30, 2021 and will amortize to interest expense over the term of the More Term Loan.

At September 30, 2021, the unamortized portion of the debt issuance costs was $857.

CĪON Investment Corporation

Notes to Consolidated Financial Statements (unaudited)

June 30, 2021

September 30, 2021

(in thousands, except share and per share amounts)

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:

For the Period from April 14, 2021 through June 30, 2021

For the period from April 14, 2021 through September 30, 2021, the components of interest expense, average borrowings, and weighted average interest rate for the More Term Loan were as follows:

Three Months Ended

September 30, 2021 For the Period from April 14, 2021 through September 30, 2021

Stated interest expense $ 399 $ 711

3 unchanged sentences

Average borrowings $ 30,000 $ 30,000

(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.

(1) Includes the stated interest expense on the More Term Loan and is annualized for periods covering less than one year.

Citibank Credit Facility

14 unchanged sentences

Notes to Consolidated Financial Statements (unaudited)

June 30, 2021

September 30, 2021

(in thousands, except share and per share amounts)

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:

Three Months Ended June 30, Six Months Ended June 30, Year Ended December 31,

For the three and nine months ended September 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:

Three Months Ended

September 30, Nine Months Ended

September 30, Year Ended December 31,

2021 2020 2021 2020 2020

Stated interest expense $ — $ — $ — $ 3,171 $ 3,171

Non-usage fee — 111 — 288 288

Amortization of deferred financing costs — — — 1,551 1,551

Non-usage fee — — — 288 288

Total interest expense $ — $ — $ — $ 5,010 $ 5,010

22 unchanged sentences

Notes to Consolidated Financial Statements (unaudited)

June 30, 2021

September 30, 2021

(in thousands, except share and per share amounts)

Three Months Ended June 30, Six Months Ended June 30, Year Ended December 31,

Three Months Ended

September 30, Nine Months Ended

September 30, Year Ended December 31,

2021 2020 2021 2020 2020

7 unchanged sentences

Fair Value of Financial Instruments

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:

June 30, 2021(1) December 31, 2020(2)

The following table presents fair value measurements of the Company’s portfolio investments as of September 30, 2021 and December 31, 2020, according to the fair value hierarchy:

September 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)

June 30, 2021

September 30, 2021

(in thousands, except share and per share amounts)

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:

The following tables provide a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the three and nine months ended September 30, 2021 and 2020:

Three Months Ended

June 30, 2021

September 30, 2021

Senior Secured First Lien Debt Senior Secured Second Lien Debt Collateralized Securities and Structured Products - Equity Unsecured Debt Equity Total

Beginning balance, March 31, 2021 $ 1,255,426 $ 154,626 $ 13,840 $ 5,493 $ 91,409 $ 1,520,794

Beginning balance, June 30, 2021 $ 1,407,224 $ 141,710 $ 14,095 $ 5,508 $ 92,357 $ 1,660,894

Investments purchased 167,208 244 — — 3,642 171,094

Net realized (loss) gain (341) — — — 805 464

Net change in unrealized appreciation (depreciation) 4,756 (877) 920 11 3,362 8,172

Net realized gain (loss) 563 619 (309) — 18,856 19,729

Net change in unrealized (depreciation) appreciation (2,075) (461) 126 39 (12,187) (14,558)

Accretion of discount 3,185 171 — 4 — 3,360

Sales and principal repayments(1) (147,549) (42,784) (900) — (35,150) (226,383)

Ending balance, June 30, 2021 $ 1,407,224 $ 141,710 $ 14,095 $ 5,508 $ 92,357 $ 1,660,894

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

(1) Included in net change in unrealized appreciation (depreciation) on investments in the consolidated statements of operations.

(2) Investments purchased includes PIK interest.

Ending balance, September 30, 2021 $ 1,428,556 $ 99,499 $ 13,012 $ 5,551 $ 67,518 $ 1,614,136

Change in net unrealized (depreciation) appreciation on investments still held as of September 30, 2021(2) $ (430) $ 140 $ (536) $ 39 $ 10,145 $ 9,358

(1) Includes non-cash restructured securities.

Six Months Ended

June 30, 2021

(2) Included in net change in unrealized (depreciation) appreciation on investments in the consolidated statements of operations.

Nine Months Ended

September 30, 2021

Senior Secured First Lien Debt Senior Secured Second Lien Debt Collateralized Securities and Structured Products - Equity Unsecured Debt Equity Total

5 unchanged sentences

Sales and principal repayments(1) (400,843) (55,615) (1,718) — (41,212) (499,388)

Ending balance, June 30, 2021 $ 1,407,224 $ 141,710 $ 14,095 $ 5,508 $ 92,357 $ 1,660,894

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

(1) Included in net change in unrealized appreciation (depreciation) on investments in the consolidated statements of operations.

(2) Investments purchased includes PIK interest.

Ending balance, September 30, 2021 $ 1,428,556 $ 99,499 $ 13,012 $ 5,551 $ 67,518 $ 1,614,136

Change in net unrealized appreciation (depreciation) on investments still held as of September 30, 2021(2) $ 14,459 $ (880) $ 1,962 $ 76 $ 19,858 $ 35,475

(1) Includes non-cash restructured securities.

(2) Included in net change in unrealized (depreciation) appreciation on investments in the consolidated statements of operations.

CĪON Investment Corporation

Notes to Consolidated Financial Statements (unaudited)

June 30, 2021

September 30, 2021

(in thousands, except share and per share amounts)

Three Months Ended

June 30, 2020

September 30, 2020

Senior Secured First Lien Debt Senior Secured Second Lien Debt Collateralized Securities and Structured Products - Equity Unsecured Debt Equity Total

Beginning balance, March 31, 2020 $ 1,274,325 $ 201,165 $ 10,972 $ 4,800 $ 46,455 $ 1,537,717

Beginning balance, June 30, 2020 $ 1,238,256 $ 193,198 $ 11,292 $ 4,800 $ 50,692 $ 1,498,238

Investments purchased 62,983 860 — — 12,206 76,049

3 unchanged sentences

Sales and principal repayments(1) (81,428) (31,043) (372) — — (112,843)

Ending balance, June 30, 2020 $ 1,238,256 $ 193,198 $ 11,292 $ 4,800 $ 50,692 $ 1,498,238

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)

(1) Included in net change in unrealized appreciation (depreciation) on investments in the consolidated statements of operations.

(2) Investments purchased includes PIK interest.

Ending balance, September 30, 2020 $ 1,232,505 $ 161,784 $ 11,219 $ 4,750 $ 63,288 $ 1,473,546

Change in net unrealized appreciation (depreciation) on investments still held as of September 30, 2020(2) $ 17,032 $ (2,226) $ 299 $ (53) $ 390 $ 15,442

(1) Includes non-cash restructured securities.

Six Months Ended

June 30, 2020

(2) Included in net change in unrealized appreciation (depreciation) on investments in the consolidated statements of operations.

Nine Months Ended

September 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

5 unchanged sentences

Sales and principal repayments(1) (349,893) (71,942) (7,212) (975) — — (430,022)

Ending balance, June 30, 2020 $ 1,238,256 $ 193,198 $ — $ 11,292 $ 4,800 $ 50,692 $ 1,498,238

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)

(1) Included in net change in unrealized appreciation (depreciation) on investments in the consolidated statements of operations.

(2) Investments purchased includes PIK interest.

Ending balance, September 30, 2020 $ 1,232,505 $ 161,784 $ — $ 11,219 $ 4,750 $ 63,288 $ 1,473,546

Change in net unrealized depreciation on investments still held as of September 30, 2020(2) $ (43,104) $ (15,130) $ — $ (1,988) $ (161) $ (14,521) $ (74,904)

(1) Includes non-cash restructured securities.

(2) Included in net change in unrealized (depreciation) appreciation on investments in the consolidated statements of operations.

CĪON Investment Corporation

Notes to Consolidated Financial Statements (unaudited)

June 30, 2021

September 30, 2021

(in thousands, except share and per share amounts)

Significant Unobservable Inputs

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:

June 30, 2021

The valuation techniques and significant unobservable inputs used in recurring Level 3 fair value measurements of investments as of September 30, 2021 and December 31, 2020 were as follows:

September 30, 2021

Fair Value Valuation Techniques/

3 unchanged sentences

284,633 Broker Quotes Broker Quotes N/A N/A

26,496 Market Comparable Approach Revenue Multiple 1.90x N/A

25,827 EBITDA Multiple 4.50x — 10.50x 8.09x

54,456 Market Comparable Approach EBITDA Multiple 4.50x — 11.00x 6.53x

11,690 Revenue Multiple 1.50x N/A

9,898 Other(2) Other(2) N/A N/A

1 unchanged sentence

20,741 Broker Quotes Broker Quotes N/A N/A

108 Market Comparable Approach EBITDA Multiple 7.75x N/A

Collateralized securities and structured products - equity 13,012 Discounted Cash Flow Discount Rates 10.5% — 16.0% 11.9%

3 unchanged sentences

11,119 $ per kW $325 N/A

38,627 Other(2) Other(2) N/A N/A

2,760 Discount for Lack of Marketability Expected Volatility 30% N/A

339 Broker Quotes Broker Quotes N/A N/A

928 Options Pricing Model Expected Volatility 70.0% — 73.0% 73.0%

638 Broker Quotes Broker Quotes N/A N/A

Total $ 1,614,136

1 unchanged sentence

(2) Fair value is based on the expected outcome of proposed corporate transactions and/or other factors.

CĪON Investment Corporation

Notes to Consolidated Financial Statements (unaudited)

June 30, 2021

(in thousands, except share and per share amounts)

December 31, 2020

22 unchanged sentences

(2) Fair value is based on the expected outcome of proposed corporate transactions and/or other factors.

CĪON Investment Corporation

Notes to Consolidated Financial Statements (unaudited)

September 30, 2021

(in thousands, except share and per share amounts)

The significant unobservable inputs used in the fair value measurement of the Company’s senior secured first lien debt, senior secured second lien debt, collateralized securities and structured products, unsecured debt, and equity are discount rates, EBITDA multiples, revenue multiples, broker quotes and expected volatility.

2 unchanged sentences

General and Administrative Expense

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:

Three Months Ended June 30, Six Months Ended June 30, Year Ended December 31,

General and administrative expense consisted of the following items for the three and nine months ended September 30, 2021 and 2020 and the year ended December 31, 2020:

Three Months Ended

September 30, Nine Months Ended

September 30, Year Ended December 31,

2021 2020 2021 2020 2020

2 unchanged sentences

Valuation expense 191 241 712 802 999

Accounting and administration costs 175 137 412 283 680

Printing and marketing expense 235 241 634 359 378

Accounting and administrative costs 194 224 606 507 680

Insurance expense 135 131 404 354 489

3 unchanged sentences

Total general and administrative expense $ 2,709 $ 1,503 $ 7,950 $ 4,684 $ 6,085

CĪON Investment Corporation

Notes to Consolidated Financial Statements (unaudited)

June 30, 2021

(in thousands, except share and per share amounts)

Commitments and Contingencies

2 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.

As of June 30, 2021 and December 31, 2020, the Company’s unfunded commitments were as follows:

Unfunded Commitments June 30, 2021(1) December 31, 2020(1)

CĪON Investment Corporation

Notes to Consolidated Financial Statements (unaudited)

September 30, 2021

(in thousands, except share and per share amounts)

As of September 30, 2021 and December 31, 2020, the Company’s unfunded commitments were as follows:

Unfunded Commitments September 30, 2021(1) December 31, 2020(1)

Genesis Healthcare, Inc.

West Dermatology Management Holdings, LLC 8,854 7,655

RumbleOn, Inc.

Williams Industrial Services Group, Inc.

Mimeo.com, Inc.

Rogers Mechanical Contractors, LLC 4,808 —

BCP Great Lakes Fund LP 3,406 2,135

Trademark Global, LLC 4,615 —

HW Acquisition, LLC 2,933 —

Instant Web, LLC 2,704 2,704

Geon Performance Solutions, LLC 2,586 2,586

Coyote Buyer, LLC 2,500 2,500

Appalachian Resource Company, LLC 2,500 2,500

Coyote Buyer, LLC 2,500 2,500

Moss Holding Company 2,232 2,232

Foundation Consumer Healthcare, LLC 2,094 4,211

BCP Great Lakes Fund LP 2,057 2,135

NWN Parent Holdings LLC 1,800 —

1 unchanged sentence

Extreme Reach, Inc.

Mimeo.com, Inc.

AMCP Staffing Intermediate Holdings III, LLC 1,598 1,370

Marble Point Credit Management LLC 1,500 —

RA Outdoors, LLC 1,049 —

Invincible Boat Company 798 —

CircusTrix Holdings, LLC 180 2,898

American Media, LLC 85 —

Lochner, Inc.

American Media, Inc.

Palmetto Solar, LLC — 3,262

CircusTrix Holdings, LLC — 2,898

Geon Performance Solutions, LLC — 2,586

Total $ 96,846 $ 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.

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.

As of August 5, 2021, the Company was committed, upon the satisfaction of certain conditions, to fund an additi onal $85,059.

For information on the companies to which the Company is committed to fund additional amounts as of September 30, 2021 and December 31, 2020, refer to the table above and the consolidated schedules of investments.

As of November 11, 2021, the Company was committed, upon the satisfaction of certain conditions, to fund an ad ditional $110,475.

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)

June 30, 2021

September 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.

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:

Fee income consists of administrative agent fees, amendment fees and capital structuring and other fees.

The following table summarizes the Company’s fee income for the three and nine months ended September 30, 2021 and 2020 and the year ended December 31, 2020:

Three Months Ended

June 30, Six Months Ended

June 30, Year Ended

September 30, Nine Months Ended

September 30, Year Ended December 31,

2021 2020 2021 2020 2020

5 unchanged sentences

Income from all other fees was non-recurring.

CĪON Investment Corporation

Notes to Consolidated Financial Statements (unaudited)

September 30, 2021

(in thousands, except share and per share amounts)

Financial Highlights

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:

Six Months Ended

June 30, Year Ended

The following is a schedule of financial highlights as of and for the nine months ended September 30, 2021 and 2020 and as of and for the year ended December 31, 2020:

Nine Months Ended

September 30, Year Ended December 31,

2021 2020 2020

24 unchanged sentences

Asset coverage ratio(9) 2.17 2.20 2.21

(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)

June 30, 2021

(in thousands, except share and per share amounts)

(2) The amount shown for net realized and net change in unrealized gains (losses) is the balancing figure derived from the other figures in the schedule.

(1) The per share data for the nine months ended September 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.

The share information utilized to determine per share data in this table has been retroactively adjusted to reflect the Reverse Stock Split discussed in Note 3

(2) The amount shown for net realized and net change in unrealized gains (losses) on investments is the balancing figure derived from the other figures in the schedule.

The amount shown at this caption for a share outstanding throughout the period may not agree with the change in the aggregate gains and losses in portfolio securities for the period because of the timing of sales and repurchases of the Company’s shares in relation to fluctuating market values for the portfolio.

1 unchanged sentence

(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.

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 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 nine months ended September 30, 2021 and 2020 and the year ended December 31, 2020.

The Company's follow-on continuous public offering ended on January 25, 2019.

CĪON Investment Corporation

Notes to Consolidated Financial Statements (unaudited)

September 30, 2021

(in thousands, except share and per share amounts)

(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.

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.

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 nine months ended September 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.

8 unchanged sentences

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.

What changed 10-Q

Item 1. Financial Statements