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Item 5. Market for Registrant’s Common Equity

2022-03-10 compared with 2021-03-16 · 171 added, 129 removed, 32 unchanged (90% of the section changed)

Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

Our shares are not listed on an exchange or quoted through a quotation system.

There is currently no market for our common stock, and we do not expect that a market for our shares will develop in the future.

No shares have been authorized for issuance under any equity compensation plans.

Under Maryland law, our shareholders generally will not be personally liable for our debts or obligations.

On January 25, 2019, we closed our continuous follow-on public offering of shares to new investors.

Following the closing of our continuous follow-on public offering, we have continued to issue shares pursuant to our distribution reinvestment plan, as amended and restated.

Although our shares are not currently listed for trading on a national securities exchange, we intend to seek to complete a liquidity event by listing on such an exchange within nine to eighteen months following the date on which this Annual Report on Form 10-K was filed with the SEC, or at such earlier or later time as our board of directors may determine, taking into consideration market conditions and other factors.

However, there can be no assurance that we will be able to complete a liquidity event.

Set forth below is a chart describing the classes of our securities outstanding as of March 11, 2021:

Title of Class Amount Authorized Amount Held by Us or for Our Account Amount Outstanding Exclusive of Amount Held by Us or for Our Account

Common stock 500,000,000 — 113,753,484

As of March 11, 2021, we had 21,976 record holders of our common stock.

Share Repurchase Program

Our common stock is not currently listed on any securities exchange.

It is unlikely that shareholders will be able to sell their common stock when desired or at a desired price.

No shareholder will have the right to require us to repurchase his or her common stock or any portion thereof.

Because no public market currently exists for our common stock, shareholders will not be able to liquidate their investment prior to our liquidation or other liquidity event, other than through our share repurchase program, or, in limited circumstances, as a result of transfers of common stock to other eligible investors.

Beginning in the first quarter of 2014, we began offering, and on a quarterly basis thereafter we intend to continue offering, to repurchase common stock on such terms as may be determined by our board of directors in its complete and absolute discretion unless, in the judgment of the independent directors of our board of directors, such repurchases would not be in the best interests of our shareholders or would violate applicable law.

We conduct such repurchase offers in accordance with the requirements of Rule 13e-4 of the Exchange Act and the 1940 Act.

In months in which we repurchase common stock, we generally conduct repurchases on the last Wednesday in a calendar month.

The offer to repurchase common stock is conducted solely through tender offer materials made available to each shareholder.

The board also considers the following factors, among others, in making its determination regarding whether to cause us to continue offering to repurchase shares and under what terms:

· the effect of such repurchases on our qualification as a RIC (including the consequences of any necessary asset sales);

· the liquidity of our assets (including fees and costs associated with disposing of assets);

· our investment plans and working capital requirements;

· the relative economies of scale with respect to our size;

· our history in repurchasing shares or portions thereof;

· the condition of the securities markets.

On December 8, 2016, we further amended the terms of the share repurchase program, effective as of our quarterly repurchase offer for the fourth quarter of 2016.

Under the further amended share repurchase program, we will offer to repurchase shares of common stock at a price equal to the estimated net asset value per share determined on each date of repurchase.

On March 19, 2020, our board of directors, including the independent directors, temporarily suspended our share repurchase program commencing with the second quarter of 2020 and included the third quarter of 2020.

On November 13, 2020, we recommenced our share repurchase program for the fourth quarter of 2020.

Share repurchases for future quarters will be evaluated by the board of directors based on circumstances and expectations existing at the time of consideration.

We currently limit the number of shares of common stock to be repurchased during any calendar year to the number of shares of common stock we can repurchase with the proceeds we receive from the issuance of shares of our common stock pursuant to our fifth amended and restated distribution reinvestment plan.

At the discretion of our board of directors, we may also use cash on hand, cash available from borrowings and cash from liquidation of investments as of the end of the applicable period to repurchase common stock.

We offer to repurchase such common stock on each date of repurchase at a price equal to the estimated net asset value per share on each date of repurchase.

We do not repurchase common stock, or fractions thereof, if such repurchase causes us to be in violation of the securities or other laws of the U.S., Maryland or any other relevant jurisdiction.

While we have conducted quarterly tender offers as described above, we are not required to do so and may suspend or terminate the share repurchase program at any time, upon 30 days’ notice.

The table below provides information concerning our repurchases of shares of our common stock during the quarter ended December 31, 2020 pursuant to our share repurchase program.

Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs

October 1 to October 31, 2020 — $ — — —

November 1 to November 30, 2020 — — — —

December 1 to December 31, 2020 2,001,960 7.60 2,001,960 (1)

Total 2,001,960 $ 7.60 2,001,960 (1)

(1) See above for a description of the maximum number of shares of our common stock that may be repurchased under our share repurchase program.

In the event that CIM or any of its affiliates holds common stock in the capacity of a shareholder, any such affiliates may tender common stock for repurchase in connection with any repurchase offer we make on the same basis as any other shareholder.

CIG will not tender its common stock for repurchase as long as CIM remains our investment adviser.

Price Range of Common Stock

Our common stock has been listed on the NYSE under the ticker symbol "CION" since October 5, 2021.

Prior to October 5, 2021, our shares were not listed on an exchange or quoted through a quotation system.

The following table sets forth, for each fiscal quarter commencing September 30, 2021, the NAV per share of our common stock, the range of high and low closing sales prices of our common stock reported on the NYSE, the closing sales price as a premium (discount) to NAV and distributions declared by us.

On March 3, 2022, the last reported closing sales price of our common stock on the NYSE was $12.21 per share, which represented a discount of approximately (25.3)% to the NAV per share reported by us as of December 31, 2021.

Closing Sales

Price Premium (Discount) of High Sales Price to NAV (2)

Premium (Discount) of Low Sales Price to NAV (2)

Distributions (3)

Fiscal Year Ending December 31, 2022

First Fiscal Quarter (4)

* $ 13.08 $ 11.80 * * $ 0.28

Fiscal Year Ended December 31, 2021

Fourth Fiscal Quarter

$ 16.34 $ 14.86 $ 11.80 (9.1) % (27.8) % $ 0.46

(1) NAV per share will be determined as of the last day in the relevant quarter and therefore may not reflect the NAV per share on the date of the high and low closing sales prices.

The NAV to be shown will be based on outstanding shares at the end of the relevant quarter.

(2) Will be c alculated as the respective high or low closing sales price less NAV divided by NAV as of the last day in the relevant quarter.

(3) Represents the distributions declared in the relevant quarter.

(4) Through March 3, 2022 .

* NAV has not yet been calculated for this period.

Shares of BDCs may trade at a market price that is less than the value of the net assets attributable to those shares.

The possibility that our shares of common stock will trade at a discount from NAV or at premiums that are unsustainable over the long term is separate and distinct from the risk that our NAV will decrease.

At times, our shares of common stock may trade at a premium to NAV and at times our shares of common stock have traded at a discount to the net assets attributable to those shares.

It is not possible to predict whether shares of our common stock will trade at, above or below our net asset value in the future.

See “Risk Factors—Risks Related to an Investment in Our Common Stock—We cannot assure you that a market for shares of our common stock will be maintained or the market price of our shares will trade close to NAV."

As of March 3, 2022, we had 22,328 record holders of our common stock, which includes Cede & Co.

but does not include beneficial owners of shares of common stock held in “street name” by brokers and other institutions on behalf of shareholders.

Distributions and Distribution Reinvestment Plan

We did not declare or pay any distributions during 2012.

In January 2013, we began authorizing monthly distributions to our shareholders.

On February 1, 2014, we changed from semi-monthly closings to weekly closings for the sale of our shares.

As a result, from February 1, 2014 through July 17, 2017, our board of directors authorized and declared on a monthly basis a weekly distribution amount per share of our common stock.

From February 1, 2014 through July 17, 2017, our board of directors authorized and declared on a monthly basis a weekly distribution amount per share of our common stock.

On July 18, 2017, our board of directors authorized and declared on a quarterly basis a weekly distribution amount per share of our common stock.

Effective September 28, 2017, our 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 our 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 our distribution reinvestment plan, as amended and restated.

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

On July 15, 2020, our 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.

Subject to our board of directors’ discretion and applicable legal restrictions, our management intends to continue to authorize and declare, and our board of directors intends to continue to ratify a monthly distribution amount per share of our common stock.

Declared distributions are paid monthly.

We will calculate each shareholder’s specific distribution amount for the period using record and declaration dates and each shareholder’s distributions will begin to accrue on the date we accepted each shareholder’s subscription for shares of our common stock.

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.

Subject to our board of directors’ discretion and applicable legal restrictions, our management intends to continue to authorize and declare, and our board of directors intends to continue to ratify a quarterly distribution amount per share of our common stock.

Declared distributions are paid quarterly.

We will calculate each shareholder’s specific distribution amount for the period using record and declaration dates and each shareholder’s distributions will begin to accrue on the date such shareholder first owns shares of our common stock.

From time to time, we may also pay interim special distributions in the form of cash or shares of common stock at the discretion of our board of directors.

Each year, information regarding the sources of our distributions (i.e., paid from ordinary income, paid from net capital gains on the sale of securities, and/or a return of capital, the latter of which is a nontaxable distribution) will be provided to our shareholders.

As required under the 1940 Act, a quarterly estimate of the tax attributes of our distributions will be disclosed to our shareholders on our website at www.cionbdc.com ;

however, actual determinations of such tax attributes, including determinations from return of capital, will be made available annually as of the end of our fiscal year, based upon our taxable income and distributions paid for the full year.

Each year, information regarding the source of our distributions (i.e., whether paid from ordinary income, paid from net capital gains on the sale of securities, and/or a return of capital, the latter of which is a nontaxable distribution) will be disclosed to our shareholders on our website at www.cionbdc.com .

Our distributions may exceed our earnings.

As a result, a portion of the distributions we make may represent a return of capital.

We elected to be treated for federal income tax purposes as a RIC, as defined under Subchapter M of the Code, beginning in 2012.

To qualify for and maintain RIC tax treatment, we must, among other things, distribute in respect of each taxable year at least 90% of our net ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any.

We elected to be treated for U.S.

federal income tax purposes as a RIC, as defined under Subchapter M of the Code, beginning in 2012.

To qualify for and maintain RIC tax treatment, we must, among other things, meet certain source of income and asset diversification requirements and distribute in respect of each taxable year at least 90% of our “investment company taxable income”, which is generally equal to the sum of our net ordinary income plus the excess, if any, of realized net short-term capital gains over realized net long-term capital losses, if any.

In order to avoid certain excise taxes imposed on RICs, we are required to distribute in respect of each calendar year an amount at least equal to the sum of (1) 98.0% of our net ordinary income (taking into account certain deferrals and elections) for the calendar year, (2) 98.2% of our capital gains in excess of capital losses, or capital gain net income (adjusted for certain ordinary losses), for the one-year period ending on October 31 of the calendar year and (3) any net ordinary income and capital gain net income from preceding years that were not distributed during such years and on which we paid no federal income tax.

We can offer no assurance that we will achieve results that will permit the payment of any cash distributions and, if we issue senior securities, we will be prohibited from making distributions if doing so causes us to fail to maintain the asset coverage ratios stipulated by the 1940 Act or if distributions are limited by the terms of any of our borrowings.

We intend to continue to pay quarterly distributions to our shareholders out of assets legally available for distribution in an amount sufficient to maintain RIC status each year and to avoid any federal income taxes on income.

However, we can offer no assurance that (i) we will maintain results that will permit the payment of any distributions, and (ii) we will not be prohibited from making distributions if doing so causes us to fail to maintain the asset coverage ratios stipulated by the 1940 Act or if distributions are limited by the terms of any of our borrowings.

Our board of directors declared or ratified distributions for 11, 19 and 53 record dates during the years ended December 31, 2021, 2020 and 2019, respectively.

The following table presents cash distributions per share that were declared during the years ended December 31, 2020, 2019 and 2018:

The following table presents distributions per share that were declared during the years ended December 31, 2021, 2020 and 2019:

Distributions

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September 30, 2019 (thirteen record dates) 0.3657 20,798

December 31, 2018 (thirteen record dates) 0.1829 20,701

Total distributions for the year ended December 31, 2018 $ 0.7316 $ 83,483

March 31, 2019 (thirteen record dates) $ 0.1829 $ 20,772

June 30, 2019 (thirteen record dates) 0.1829 20,801

September 30, 2019 (thirteen record dates) 0.1829 20,798

December 31, 2019 (fourteen record dates) 0.3939 22,401

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Total distributions for the year ended December 31, 2020 $ 1.1106 $ 63,283

On December 17, 2020, our co-chief executive officers declared special cash distributions of $0.15180 per share for the year ended December 31, 2020.

The one-time special distributions are in addition to our regular monthly cash distributions that were paid on December 29, 2020.

The special distributions were paid on December 22, 2020 to shareholders of record as of December 21, 2020.

Shareholders who previously elected to receive distributions in additional shares of our common stock pursuant to our distribution reinvestment plan were issued additional shares for the special distributions on December 22, 2020.

On December 17, 2020, our co-chief executive officers also declared regular monthly cash distributions of $0.04413 per share for January 2021.

The distributions were paid on January 27, 2021 to shareholders of record as of January 26, 2021.

On January 15, 2021, our co-chief executive officers declared regular monthly cash distributions of $0.04413 per share for February 2021.

The distributions were paid on February 24, 2021 to shareholders of record as of February 23, 2021.

On February 16, 2021, our co-chief executive officers declared regular monthly cash distributions of $0.04413 per share for March 2021.

The distributions will be paid on March 24, 2021 to shareholders of record as of March 23, 2021.

Shareholders who previously elected to receive distributions in additional shares of our common stock pursuant to our distribution reinvestment plan will be issued additional shares for the March 2021 distributions on March 24, 2021.

We have adopted an “opt in” distribution reinvestment plan for our shareholders.

As a result, if we make a distribution, our 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 our common stock.

We have made and intend to make our distributions in the form of cash, out of assets legally available for such purpose, unless shareholders elect to receive their distributions in the form of additional shares of common stock pursuant to our fifth amended and restated distribution reinvestment plan.

March 31, 2021 (three record dates) $ 0.2648 $ 15,029

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

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

December 31, 2021 (two record dates) 0.4648 26,474

Total distributions for the year ended December 31, 2021 $ 1.2592 $ 71,530

On November 12, 2021, our co-chief executive officers declared a regular quarterly 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.

On March 8, 2022, our co-chief executive officers declared a regular quarterly distribution of $0.28 per share for the second quarter of 2022 payable on June 8, 2022 to shareholders of record as of June 1, 2022.

In connection with the Listing of our shares of common stock on the NYSE, on September 15, 2021, we terminated our 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 distribution paid on September 14, 2021 to shareholders of record as of September 13, 2021.

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

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

The New DRP is an “opt out” distribution reinvestment plan for our shareholders.

As a result, unless shareholders specifically elect to receive their distributions in cash, distributions will automatically be reinvested in additional shares of our common stock.

Under the New DRP, we reserve the right, subject to the provisions of the 1940 Act, to either issue new shares or cause the plan administrator to purchase shares in the open market for the accounts of plan participants in connection with implementation of the New DRP.

We intend to use primarily newly issued shares of our common stock to implement the distribution reinvestment plan, so long as such shares are trading at or above NAV.

If shares of our common stock are trading below NAV, we intend to cause the plan administrator or its designee, to the extent permitted by law and after taking into account any additional expenses related to open market purchases, to purchase shares of our common stock in the open market in connection with the implementation of the distribution reinvestment plan.

However, we reserve the right to issue new shares of our common stock in connection with our obligations under the distribution reinvestment plan even if such shares are trading below NAV.

Any distributions reinvested under the plan will nevertheless remain taxable to U.S.

shareholders.

We may fund our cash distributions to shareholders in the future from any sources of funds available to us, 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 us on account of preferred and common equity investments in portfolio companies and expense support from CIM.

On January 2, 2018, we entered into an expense support and conditional reimbursement agreement with CIM for the primary purpose of replacing CIG and AIM with CIM as the expense support provider pursuant to the terms of the expense support and conditional reimbursement agreement.

On December 9, 2020, we amended and restated the expense support and conditional reimbursement agreement with CIM for purposes of extending the termination date from December 31, 2020 to December 31, 2021.

For the years ended December 31, 2018, 2019 and 2020, none of our distributions resulted from expense support from CIM.

We may fund our distributions to shareholders in the future from any sources of funds available to us, including borrowings, net investment income from operations, capital gains proceeds from the sale of assets, non-capital gains proceeds from the sale of assets, and dividends or other distributions paid to us on account of preferred and common equity investments in portfolio companies.

The amount of the distribution for shareholders receiving our common stock will be equal to the fair market value of the stock received.

If shareholders hold common stock in the name of a broker or financial intermediary, they should contact the broker or financial intermediary regarding their election to receive distributions in the form of additional common stock.

The following table reflects the sources of cash distributions on a GAAP basis that were declared during the years ended December 31, 2020, 2019 and 2018:

Pursuant to an expense support and conditional reimbursement agreement entered into on January 2, 2018 between us and CIM, CIM agreed to provide expense support to us in an amount that was sufficient to:

(i) ensure that no portion of our distributions to shareholders was paid from our offering proceeds or borrowings, and/or (ii) reduce our operating expenses until we achieved economies of scale sufficient to ensure that we bore a reasonable level of expense in relation to our investment income.

Under certain conditions, CIM would have been entitled to reimbursement of such expense support.

On December 9, 2020, we and CIM amended and restated the expense support and conditional reimbursement agreement to extend the termination date of such agreement from December 31, 2020 to December 31, 2021.

On December 31, 2021, we and CIM allowed the amended and restated expense support and conditional reimbursement agreement to expire in accordance with its terms.

For the years ended December 31, 2019, 2020 and 2021, none of our distributions resulted from expense support from CIM.

The following table reflects the sources of distributions on a GAAP basis that were declared during the years ended December 31, 2021, 2020 and 2019:

Years Ended December 31,

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Total distributions $ 1.2592 $ 71,530 100.0 % $ 1.1106 $ 63,283 100.0 % $ 1.4910 $ 84,722 100.0 %

Selected Financial Data

The following selected financial data for the years ended December 31, 2020, 2019, 2018, 2017 and 2016 is derived from our audited consolidated financial statements.

The data for the years ended December 31, 2020, 2019 and 2018 should be read in conjunction with our consolidated financial statements and related notes thereto and “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this report.

Certain reclassifications have been made to conform to the current presentation.

Years Ended December 31,

Share Repurchases

Pre-Listing Share Repurchase Program

Prior to October 5, 2021, our common stock was not listed on any securities exchange.

In order to provide shareholders with a measure of liquidity, beginning in the first quarter of 2014, we began offering to repurchase common stock on such terms as were determined by our board of directors in its complete and absolute discretion unless, in the judgment of the independent directors of our board of directors, such repurchases would not have been in the best interests of our shareholders or would have violated applicable law.

We conducted such repurchase offers in accordance with the requirements of Rule 13e-4 of the Exchange Act and the 1940 Act.

In months in which we repurchased common stock, we generally conducted repurchases on the last Wednesday in a calendar month.

The offer to repurchase common stock was conducted solely through tender offer materials made available to each shareholder.

The board considered the following factors, among others, in making its determination regarding whether to cause us to continue offering to repurchase shares and under what terms:

· the effect of such repurchases on our qualification as a RIC (including the consequences of any necessary asset sales);

· the liquidity of our assets (including fees and costs associated with disposing of assets);

· our investment plans and working capital requirements;

· the relative economies of scale with respect to our size;

· our history in repurchasing shares or portions thereof;

· the condition of the securities markets.

On November 13, 2020, we recommenced our share repurchase program for the fourth quarter of 2020.

On July 30, 2021, our board of directors, including the independent directors, determined to suspend our share repurchase program commencing with the third quarter of 2021 in anticipation of the Listing and the concurrent enhanced liquidity the Listing was expected to provide.

The share repurchase program ultimately terminated upon the Listing.

We do not expect to implement a new quarterly share repurchase program in the future.

We limited the number of shares of common stock to be repurchased during any calendar year to the number of shares of common stock we could repurchase with the proceeds we received from the issuance of shares of our common stock pursuant to the Old DRP.

At the discretion of our board of directors, we could have used cash on hand, cash available from borrowings and cash from liquidation of investments as of the end of the applicable period to repurchase common stock.

We offered to repurchase such common stock on each date of repurchase at a price equal to the estimated net asset value per share on each date of repurchase.

Post-Listing Share Repurchase Policy

On September 15, 2021, our board of directors, including the independent directors, approved a share repurchase policy, or the Post-Listing Share Repurchase Policy.

Under the Post-Listing Share Repurchase Policy, we are authorized to repurchase up to $50 million of our outstanding 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 our discretion.

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

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

As part of the share repurchase policy, the we intend 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 our shares.

The 10b5-1 trading plan would permit common stock to be repurchased at a time that we 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 we have not yet entered into a 10b5-1 trading plan, during the period from September 15, 2021 to March 3, 2022, we did not repurchase any shares of common stock pursuant to the share repurchase policy.

Fees and Expenses

The following table is intended to assist you in understanding the various fees and expenses that an investor in our common stock will bear, directly or indirectly, based on the assumptions set forth below.

We caution you that some of the percentages indicated in the table below are estimates and may vary.

The expenses shown in the table under “annual expenses” are based on amounts incurred during the year ended December 31, 2021.

The following table and example should not be considered a representation of our future expenses.

Actual expenses may be greater or less than shown.

Except where the context suggests otherwise, whenever this report contains a reference to fees or expenses paid by “you,” “us” or “the Company,” or that “we” will pay fees or expenses, the holders of our common stock will indirectly bear such fees or expenses as investors in us.

Shareholder transaction expenses (as a percentage of offering price):

Sales load (1)

Offering costs (2)

Distribution reinvestment plan fees

Total shareholder transaction expenses (as a percentage of offering price) (2)

Estimated annual expenses (as a percentage of average net assets attributable to common stock):

Base management fees (4)

Accrued incentive fees pursuant to our investment advisory agreement (17.5% of investment income, subject to a hurdle rate, and capital gains fee) (5)

Interest payments on borrowed funds (6)

Other expenses (7)

Total estimated annual expenses

(1) In the event that the securities are sold to or through underwriters or agents, a prospectus supplement and any related free writing prospectus will disclose the applicable sales load (underwriting discount or commission) and the example will be updated accordingly.

(2) The applicable prospectus supplement and any related free writing prospectus will disclose the applicable amount of offering costs and total shareholder transaction expenses that will supersede the information included in this report.

(3) Average net assets attributable to common stock used to calculate the percentages in this table equals our average net assets of approximately $919 million for the year ended December 31, 2021.

(4) Effective upon the Listing on October 5, 2021, our base management fee payable to CIM pursuant to our investment advisory agreement was reduced from an annual rate of 2.0% to an annual rate of 1.5% of the average value of our gross assets (including cash pledged as collateral for our 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 our 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 is further reduced to 1.0% of the average value of our gross assets (including cash pledged as collateral for our secured financing arrangements, but excluding other cash and cash equivalents so that investors do not pay the base management fee on such assets) purchased with leverage resulting in our asset coverage ratio dropping below 200%.

At our Special Meeting of Shareholders on December 30, 2021, shareholders approved a proposal to reduce our asset coverage ratio to 150% (i.e., $2 of debt outstanding for each $1 of equity).

Such asset coverage ratio became effective on December 31, 2021.

The annual base management fee is payable to CIM quarterly in arrears and is calculated based on the two most recently completed calendar quarters.

The base management fee for any partial quarter will be appropriately prorated based on the actual number of days elapsed relative to the total number of days in such calendar quarter.

The base management fee referenced in the table above is based upon the actual amounts incurred during the year ended December 31, 2021.

For more detailed information about our base management fee payable to CIM under the terms of the investment advisory agreement, please also see Note 4 “Transactions with Related Parties” of our consolidated financial statements included in this report.

(5) The incentive fees payable to CIM are based on the actual amount of the subordinated incentive fee on income recorded during the year ended December 31, 2021.

For the year ended December 31, 2021, we had no liability for and did not record any capital gains incentive fees.

As we cannot predict whether we will meet the thresholds for incentive fees payable to CIM under the investment advisory agreement, the incentive fees paid in subsequent periods, if any, may be substantially different than the fees incurred during the year ended December 31, 2021.

The incentive fee consists of two parts.

The first part, which we refer to as the subordinated incentive fee on income, is calculated and payable to CIM quarterly in arrears based upon our “pre-incentive fee net investment income” for the immediately preceding quarter and is subject to a hurdle rate.

Effective upon the Listing on October 5, 2021, the hurdle rate was reduced from 1.875% per quarter to 1.625% per quarter, or from an annualized hurdle rate of 7.5% to an annualized hurdle rate of 6.5%.

The subordinated incentive fee on income for any partial quarter will be appropriately prorated based on the actual number of days elapsed relative to the total number of days in such calendar quarter.

The amount in the table is based on our most recent financial performance for the year ended December 31, 2021.

The second part of the incentive fee, which we refer to as the incentive fee on capital gains, is determined and payable to CIM in arrears as of the end of each calendar year (or upon termination of the investment advisory agreement).

Effective upon the Listing on October 5, 2021, this fee was reduced from 20.0% to 17.5% of our incentive fee capital gains, which equal our realized capital gains on a cumulative basis from inception, calculated as of the end of the applicable period, 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.

The amount in the table assumes that the incentive fee on capital gains will be 0.0% of average net assets and is based on actual and projected realized capital gains on our investments through December 31, 2021 and the unrealized appreciation or depreciation of our investments and assumed converted to realized capital gains or losses on such date.

See Note 4 “Transactions with Related Parties” of our consolidated financial statements included in this report.

(6) We have borrowed funds to make investments.

The costs associated with such borrowings are indirectly borne by our shareholders.

Interest payments on borrowed funds includes our interest expense based on borrowings under our $125 million 2026 Notes and our $30 million More Term Loan for the twelve months ended December 31, 2021, which pay interest at 4.5% and 5.2% per year, respectively.

In addition, interest payments on borrowed funds includes our interest expense based on borrowings under the $575 million JPM Credit Facility and the $150 million UBS Facility for the twelve months ended December 31, 2021, which bore weighted average interest rates of 3.36% and 3.86%, respectively.

We may borrow additional funds from time to time to make investments to the extent we determine that the economic situation is conducive to doing so.

We may also issue additional debt securities or preferred stock, subject to our compliance with applicable requirements under the 1940 Act.

Our ability to incur additional leverage during 2022 depends, in large part, on our ability to locate additional debt financing on attractive terms or at all, and there is no guarantee we will do so or that such financing will be at the cost noted in the table above.

(7) Other expenses include accounting, legal and auditing fees as well as the reimbursement of the compensation of our chief financial officer, chief compliance officer and their respective staff and other administrative personnel and fees payable to our independent directors.

The amount presented in the table includes the amounts incurred during 2021.

There have been no “acquired fund fees and expenses.”

The below example demonstrates the projected dollar amount of total cumulative expenses that would be incurred over various periods with respect to a hypothetical investment in our common stock.

In calculating the below expense amounts, we have assumed our annual operating expenses would remain at the percentage levels set forth in the table above and have excluded the subordinated incentive fee on income.

In the event that shares are sold to or through underwriters or agents, a corresponding prospectus supplement and any related free writing prospectus will restate this example to reflect the applicable sales load.

1 Year 3 Years 5 Years 10 Years

You would pay the following expenses on a $1,000 common stock investment, assuming a 5% annual return (none of which is subject to a capital gains incentive fee):

$ 87 $ 252 $ 404 $ 739

Statement of operations data:

Total investment income $ 163,842 $ 201,103 $ 188,138 $ 152,432 $ 82,276

Operating expenses

Total operating expenses 85,114 113,791 97,961 65,122 32,212

Recoupment of expense support from CIG — — — — 667

Net operating expenses 85,114 113,791 97,961 65,122 32,879

Net investment income 78,728 87,312 90,177 87,310 49,397

Net realized and unrealized (loss) gain on investments, foreign currency and total return swap (89,750) (35,468) (58,867) (1,411) 70,276

Net (decrease) increase in net assets resulting from operations $ (11,022) $ 51,844 $ 31,310 $ 85,899 $ 119,673

Weighted average shares of common stock outstanding(1) 113,635,682 113,708,479 114,140,434 112,256,276 105,951,017

Per share data:(1)

Net investment income(2) $ 0.69 $ 0.77 $ 0.79 $ 0.78 $ 0.47

Net (decrease) increase in net assets resulting from operations $ (0.10) $ 0.46 $ 0.27 $ 0.77 $ 1.13

Distributions declared $ 0.56 $ 0.75 $ 0.73 $ 0.73 $ 0.73

Balance sheet data:

Net assets at beginning of year $ 952,563 $ 979,271 $ 1,058,691 $ 999,763 $ 904,326

Net assets at end of year $ 878,256 $ 952,563 $ 979,271 $ 1,058,691 $ 999,763

Net asset value per share of common stock at beginning of year $ 8.40 $ 8.69 $ 9.14 $ 9.11 $ 8.71

Net asset value per share of common stock at end of year $ 7.75 $ 8.40 $ 8.69 $ 9.14 $ 9.11

Distributions declared $ 63,283 $ 84,772 $ 83,483 $ 82,061 $ 77,459

Total investment return - net asset value(3) (0.94) % 5.55 % 2.98 % 8.76 % 13.51 %

Number of investments at end of year 195 199 191 186 123

Total portfolio investment purchases during the year(4) $ 359,633 $ 563,884 $ 1,280,187 $ 1,420,747 $ 569,893

Total portfolio investment sales and prepayments during the year(4) $ 543,177 $ 668,789 $ 895,670 $ 951,044 $ 229,075

(1) The per share data was derived by using the weighted average shares of common stock outstanding for the years ended December 31, 2020, 2019, 2018, 2017 and 2016, respectively.

(2) There was no expense support from CIM for the years ended December 31, 2020, 2019 or 2018.

There was no expense support from CIG or AIM for the years ended December 31, 2017 or 2016.

Net investment income per share also includes expense support recoupments by CIG of $0.01 per share for the year ended December 31, 2016.

There were no expense support recoupments by CIG for the years ended December 31, 2020, 2019, 2018 or 2017.

(3) Total investment return-net asset value is a measure of the change in total value for shareholders who held our common stock at the beginning and end of the period, including distributions paid or payable during the period.

Total investment return-net asset value is based on (i) the beginning period net asset value per share on the first day of the period, (ii) the net asset value per share on the last day of the period of (A) one share plus (B) any fractional shares issued in connection with the reinvestment of monthly distributions, and (iii) the value of distributions payable, if any, on the last day of the period.

The total investment return-net asset value calculation assumes that monthly cash distributions are reinvested in accordance with our distribution reinvestment plan then in effect as described in Note 5 to our consolidated financial statements included in this report.

The total investment return-net asset value does not consider the effect of the sales load from the sale of our common stock.

The total investment return-net asset value includes the effect of the issuance of shares at a net offering price that is greater than net asset value per share, which causes an increase in net asset value per share.

Total returns covering less than a full year are not annualized.

(4) Excludes our short term investments.

The example is designed to assist shareholders in understanding the various costs and expenses that an investor in our common stock will bear directly or indirectly.

While the example assumes, as required by the SEC, a 5% annual return, our performance will vary and may result in a return greater or less than 5%.

Assuming a 5% annual return, and considering our performance will vary, the incentive fees under the investment advisory agreement may not be earned or payable and are not included in the example.

This illustration assumes that we will not realize any capital gains computed net of all realized capital losses and gross unrealized capital depreciation in any of the indicated time periods.

If we achieve sufficient returns on our investments, including through the realization of capital gains, to trigger an incentive fee of a material amount, our expenses would be higher.

Assuming, however, that the incentive fee on capital gains under the investment advisory agreement is earned and payable and the subordinated incentive fee on income is not earned and payable the following example demonstrates the projected dollar amount of total expenses that would be incurred over various periods with respect to a hypothetical investment in our common stock:

1 Year 3 Years 5 Years 10 Years

You would pay the following expenses on a $1,000 common stock investment, assuming a 5% annual return solely from realized capital gains (all of which is subject to a capital gains incentive fee):

$ 96 $ 274 $ 437 $ 783

The example and the expenses in the tables above should not be considered a representation of our future expenses, and actual expenses (including the cost of debt, if any, and other expenses) may be greater or less than those shown.

In addition, the example assumes no sales load.

Also, while the example assumes reinvestment of all distributions at NAV, participants in our distribution reinvestment plan will receive a number of shares of our common stock, determined by dividing the total dollar amount of the distribution payable to a participant by the market price per share of our common stock at the close of trading on the distribution payment date, which may be at, above or below net asset value.

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-K

Item 5. Market for Registrant’s Common Equity