Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We are subject to financial market risks, including changes in interest rates. As of December 31, 2021, 84.2% of our investments paid variable interest rates. A rise in the general level of interest rates can be expected to lead to higher interest rates applicable to our debt investments, especially to the extent that we hold variable rate investments, and to declines in the value of any fixed rate investments we may hold. To the extent that a majority of our investments may be in variable rate investments, an increase in interest rates could make it easier for us to meet or exceed our incentive fee hurdle rate, as defined in our investment advisory agreement, and may result in a substantial increase in our net investment income, and also to the amount of incentive fees payable to CIM with respect to our pre-incentive fee net investment income.
As of December 31, 2021, under the terms of the Third Amended JPM Credit Facility, advances currently bear interest at a floating rate equal to the three-month LIBOR, plus a spread of 3.10% per year. Pursuant to the terms of the Amended UBS Facility, we currently pay a financing fee equal to the three-month LIBOR, plus a spread of 3.375% per year. In addition, we may seek to further borrow funds in order to make additional investments. Our net investment income will be impacted, in part, by the difference between the rate at which we borrow funds and the rate at which we invest those funds. As a result, we would be subject to risks relating to changes in market interest rates. In periods of rising interest rates when we have debt outstanding, our cost of funds would increase, which could reduce our net investment income, especially to the extent we hold fixed rate investments. We expect that our long-term investments will be financed primarily with equity and long-term debt. Our interest rate risk management techniques may include various interest rate hedging activities to the extent permitted by the 1940 Act. Adverse developments resulting from changes in interest rates could have a material adverse effect on our business, financial condition and results of operations.
The following table shows the effect over a twelve month period of changes in interest rates on our net interest income, excluding short term investments, assuming no changes in our investment portfolio, the Third Amended JPM Credit Facility or the Amended UBS Facility in effect as of December 31, 2021:
Basis Point Change in Interest Rates (Decrease) Increase in Net Interest Income(1) Percentage Change in Net Interest Income
No change to current base rate (0.16% as of December 31, 2021) — —
Up 50 basis points (2,622) (2.4) %
Up 100 basis points (3,291) (3.0) %
Up 200 basis points 3,108 2.8 %
Up 300 basis points 10,504 9.5 %
(1) This table assumes no change in defaults or prepayments by portfolio companies over the next twelve months.
The interest rate sensitivity analysis presented above does not consider the potential impact of the changes in fair value of our fixed rate debt investments, our fixed rate borrowings (the 2026 Notes and the More Term Loan), or the net asset value of our common stock in the event of sudden changes in interest rates. Approximately 10.3% of our investments paid fixed interest rates as of December 31, 2021. Rising market interest rates will most likely lead to fair value declines for fixed interest rate investments and fixed interest rate borrowings and a decline in the net asset value of our common stock, while declining market interest rates will most likely lead to an increase in the fair value of fixed interest rate investments and fixed interest rate borrowings and an increase in the net asset value of our common stock.
In addition, we may have risk regarding portfolio valuation. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Valuation of Portfolio Investments” and Note 2 to our consolidated financial statements included in this report.
69
Item 8. Consolidated Financial Statements and Supplementary Data
Page
Report of Independent Registered Public Accounting Firm
71
Consolidated Balance Sheets
73
Consolidated Statements of Operations
74
Consolidated Statements of Changes in Net Assets
76
Consolidated Statements of Cash Flows
77
Consolidated Schedules of Investments
78
Notes to Consolidated Financial Statements
98
70
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of CĪON Investment Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets, including the consolidated schedules of investments, of CĪON Investment Corporation (the Company) as of December 31, 2021 and 2020, and the related consolidated statements of operations, changes in net assets and cash flows for each of the two years in the period ended December 31, 2021, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of investments owned as of December 31, 2021 and 2020, by correspondence with the custodians, loan agents or management of the underlying investments, as applicable, or by other appropriate auditing procedures where replies from these parties, as applicable, were not received. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Valuation of Level 3 Investments
As of December 31, 2021, the fair value of the Company’s investments classified as Level 3 investments was approximately $1.63 billion, or approximately 94.7% of total investments. As discussed in Notes 1, 2, and 9 in the financial statements, the Company invests in senior secured debt, including first lien loans, second lien loans and unitranche loans, and, to a lesser extent, collateralized securities, structured products and other similar securities, unsecured debt and equity, of private and thinly-traded U.S. middle-market companies, and substantially all of its investments are classified as Level 3 investments. The Company’s determination of fair value for these investments requires that management makes subjective judgments and estimates utilizing non-binding broker or dealer consensus pricing and/or quotes, a market approach, an income approach, or a combination of a market and income approach, as appropriate. These approaches require management to make subjective judgments and estimates related to significant unobservable inputs including the discount rates, EBITDA multiples, revenue multiples, broker quotes, expected volatility and expected outcome of proposed corporate transactions.
We identified the valuation of Level 3 investments as a critical audit matter given the Company uses significant subjective judgments to estimate the fair value of such investments. Auditing the reasonableness of management’s selection of valuation techniques and the related unobservable inputs increased audit effort, including the use of a valuation specialist.
71
Our audit procedures related to the valuation techniques, unobservable inputs and assumptions used by management to estimate the fair value of Level 3 investments included the following, among others:
• We evaluated the appropriateness of the valuation techniques used for Level 3 investments and evaluated the reasonableness of any significant changes in valuation techniques since prior periods.
• We evaluated the reasonableness of the related significant unobservable inputs and the reasonableness of any significant changes in significant unobservable inputs from prior periods by comparing these inputs to external sources, including, but not limited to:
◦ Historical operating results of the investment as obtained from the Company, among other sources, the financial statements and the board of directors’ materials of the investment.
◦ Available market data for comparable companies.
◦ Subsequent events and transactions, where available.
• We tested the source information used to determine the valuation input and the mathematical accuracy of the calculation used to compute the input.
• With the assistance of a valuation specialists, we performed the following:
◦ For a portion of Level 3 investments, evaluated the valuation techniques compared to those of a market participant, used market information to develop a range of market yield, comparable financial performance multiples and discount rate assumptions and compared them to the assumptions used by management.
◦ For a portion of Level 3 investments, developed an independent estimate of the fair value and compared our estimates to management’s estimates.
• We evaluated management’s ability to reasonably estimate fair value by comparing management’s historical estimates to transactions subsequent to measurement date. We took into consideration changes in market or investment specific factors, where available.
/s/ RSM US LLP
We have served as the Company's auditor since 2019.
New York, New York
March 9, 2022
72
CĪON Investment Corporation
Consolidated Balance Sheets
(in thousands, except share and per share amounts)
December 31,
2021 December 31,
2020
Assets
Investments, at fair value:
Non-controlled, non-affiliated investments (amortized cost of $1,617,126 and $1,501,529, respectively) $ 1,581,124 $ 1,440,004
Non-controlled, affiliated investments (amortized cost of $91,476 and $134,184, respectively) 81,490 116,895
Controlled investments (amortized cost of $83,702 and $15,539, respectively) 91,425 12,472
Total investments, at fair value (amortized cost of $1,792,304 and $1,651,252, respectively) 1,754,039 1,569,371
Cash 3,774 19,914
Interest receivable on investments 21,549 17,484
Receivable due on investments sold and repaid 2,854 6,193
Dividends receivable on investments — 45
Prepaid expenses and other assets 466 1,788
Total assets $ 1,782,682 $ 1,614,795
Liabilities and Shareholders' Equity
Liabilities
Financing arrangements (net of unamortized debt issuance costs of $7,628 and $5,044, respectively) $ 822,372 $ 719,956
Payable for investments purchased 11,327 133
Accounts payable and accrued expenses 1,922 694
Interest payable 4,339 2,500
Accrued management fees 6,673 7,668
Accrued subordinated incentive fee on income 3,942 4,323
Accrued administrative services expense 1,595 1,265
Total liabilities 852,170 736,539
Commitments and contingencies (Note 4 and Note 11)
Shareholders' Equity
Common stock, $0.001 par value; 500,000,000 shares authorized;
56,958,440 and 56,646,867 shares issued and outstanding, respectively(1) 57 57
Capital in excess of par value 1,059,989 1,054,967
Accumulated distributable losses (129,534) (176,768)
Total shareholders' equity 930,512 878,256
Total liabilities and shareholders' equity $ 1,782,682 $ 1,614,795
Net asset value per share of common stock at end of year(1) $ 16.34 $ 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.
73
CĪON Investment Corporation
Consolidated Statements of Operations
(in thousands, except share and per share amounts)
Years Ended December 31,
2021 2020 2019
Investment income
Non-controlled, non-affiliated investments
Interest income $ 119,792 $ 125,395 $ 187,104
Paid-in-kind interest income 17,306 17,078 2,017
Fee income 5,927 4,393 3,899
Dividend income 366 331 474
Non-controlled, affiliated investments
Dividend income 5,576 3,012 4,015
Interest income 4,961 7,883 1,905
Paid-in-kind interest income 3,160 2,082 566
Fee income — 150 —
Controlled investments
Paid-in-kind interest income 260 — —
Dividend income — 3,518 1,123
Total investment income 157,348 163,842 201,103
Operating expenses
Management fees 31,143 31,828 36,466
Administrative services expense 3,069 2,465 2,650
Subordinated incentive fee on income 6,875 7,631 20,087
General and administrative 9,805 6,085 5,045
Interest expense 31,807 36,837 49,531
Total operating expenses 82,699 84,846 113,779
Net investment income before taxes 74,649 78,996 87,324
Income tax expense, including excise tax 342 268 12
Net investment income after taxes 74,307 78,728 87,312
Realized and unrealized (losses) gains
Net realized (losses) gains on:
Non-controlled, non-affiliated investments (4,100) (69,687) (13,594)
Non-controlled, affiliated investments 8,010 (211) (11,184)
Controlled investments (3,067) — —
Foreign currency (3) 26 (139)
Net realized gains (losses) 840 (69,872) (24,917)
Net change in unrealized appreciation (depreciation) on:
Non-controlled, non-affiliated investments 25,566 1,110 (19,658)
Non-controlled, affiliated investments 7,261 (17,945) 9,101
Controlled investments 10,790 (3,043) 6
Net change in unrealized appreciation (depreciation) 43,617 (19,878) (10,551)
Net realized and unrealized gains (losses) 44,457 (89,750) (35,468)
Net increase (decrease) in net assets resulting from operations $ 118,764 $ (11,022) $ 51,844
Per share information—basic and diluted(1)
Net increase (decrease) in net assets per share resulting from operations $ 2.09 $ (0.19) $ 0.91
Net investment income per share $ 1.31 $ 1.39 $ 1.54
Weighted average shares of common stock outstanding 56,808,960 56,817,920 56,855,618
(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 and net investment income per share reflect the reverse stock split on a retroactive basis.
74
See accompanying notes to consolidated financial statements.
75
CĪON Investment Corporation
Consolidated Statements of Changes in Net Assets
(in thousands, except share and per share amounts)
Years Ended December 31,
2021 2020 2019
Changes in net assets from operations:
Net investment income $ 74,307 $ 78,728 $ 87,312
Net realized gain (loss) on investments 843 (69,898) (24,778)
Net realized (loss) gain on foreign currency (3) 26 (139)
Net change in unrealized appreciation (depreciation) on investments 43,617 (19,878) (10,551)
Net increase (decrease) in net assets resulting from operations 118,764 (11,022) 51,844
Changes in net assets from shareholders' distributions:
Distributions to shareholders (71,530) (63,283) (84,772)
Net decrease in net assets resulting from shareholders' distributions (71,530) (63,283) (84,772)
Changes in net assets from capital share transactions:
Issuance of common stock, net of issuance costs of $0, $0 and $296, respectively — — 6,219
Reinvestment of shareholders' distributions 15,489 23,298 35,800
Repurchase of common stock (10,467) (23,300) (35,799)
Net increase (decrease) in net assets resulting from capital share transactions 5,022 (2) 6,220
Total increase (decrease) in net assets 52,256 (74,307) (26,708)
Net assets at beginning of year 878,256 952,563 979,271
Net assets at end of year $ 930,512 $ 878,256 $ 952,563
Net asset value per share of common stock at end of year(1) $ 16.34 $ 15.50 $ 16.80
Shares of common stock outstanding at end of year(1) 56,958,440 56,646,867 56,690,578
(1) As discussed in Note 3, the Company completed a two-to-one reverse stock split, effective as of September 21, 2021. The shares outstanding used in the computation of net asset value per share reflect the reverse stock split on a retroactive basis.
See accompanying notes to consolidated financial statements.
76
CĪON Investment Corporation
Consolidated Statements of Cash Flows
(in thousands)
Years Ended December 31,
2021 2020 2019
Operating activities:
Net increase (decrease) in net assets resulting from operations $ 118,764 $ (11,022) $ 51,844
Adjustments to reconcile net increase (decrease) in net assets resulting from
operations to net cash (used in) provided by operating activities:
Net accretion of discount on investments (11,738) (13,214) (16,081)
Proceeds from principal repayment of investments 568,907 465,547 423,091
Purchase of investments (920,039) (359,633) (563,884)
Increase in short term investments, net (14,319) (44,071) (16,989)
Paid-in-kind interest and dividends capitalized (21,734) (21,420) (7,072)
Proceeds from sale of investments 259,050 77,630 245,698
Net realized (gain) loss on investments (843) 69,898 24,778
Net change in unrealized (appreciation) depreciation on investments (43,617) 19,878 10,551
Amortization of debt issuance costs 2,800 5,037 2,898
(Increase) decrease in due from counterparty — 3,281 (3,281)
(Increase) decrease in interest receivable on investments (4,400) (1,137) 2,481
(Increase) decrease in dividends receivable on investments 45 1,061 (1,106)
(Increase) decrease in receivable due on investments sold and repaid 3,339 12,359 (12,765)
(Increase) decrease in prepaid expenses and other assets 1,322 (803) (796)
Increase (decrease) in payable for investments purchased 11,194 (1,435) (15,283)
Increase (decrease) in accounts payable and accrued expenses 1,228 (121) (124)
Increase (decrease) in interest payable 1,839 (663) (797)
Increase (decrease) in accrued management fees (995) (1,201) (439)
Increase (decrease) in accrued administrative services expense 330 48 304
Increase (decrease) in subordinated incentive fee on income payable (381) (1,289) 3,008
Net cash (used in) provided by operating activities (49,248) 198,730 126,036
Financing activities:
Gross proceeds from issuance of common stock — — 6,515
Commissions and dealer manager fees paid — — (296)
Repurchase of common stock (10,467) (23,300) (35,799)
Shareholders' distributions paid (56,041) (39,985) (48,972)
Borrowings under financing arrangements 276,000 486,153 313,000
Repayment of financing arrangements (171,000) (602,194) (370,500)
Debt issuance costs paid (5,384) (5,625) (1,428)
Net cash provided by (used in) financing activities 33,108 (184,951) (137,480)
Net (decrease) increase in cash and restricted cash (16,140) 13,779 (11,444)
Cash and restricted cash, beginning of year 19,914 6,135 17,579
Cash and restricted cash, end of year $ 3,774 $ 19,914 $ 6,135
Supplemental disclosure of cash flow information
Cash paid for interest $ 27,129 $ 32,403 $ 47,413
Supplemental non-cash financing activities:
Reinvestment of shareholders' distributions $ 15,489 $ 23,298 $ 35,800
Restructuring of portfolio investments $ 5,455 $ 91,326 $ 71,445
Cash interest receivable exchanged for additional securities $ 1,304 $ — $ —
See accompanying notes to consolidated financial statements.
77
CĪON Investment Corporation
Consolidated Schedule of Investments
December 31, 2021
(in thousands)
Portfolio Company(a) Index Rate(b) Industry Principal/
Par Amount/
Units(e) Cost(d) Fair
Value(c)
Senior Secured First Lien Debt - 164.1%
ABB/CON-CISE Optical Group LLC, L+500, 1.00% LIBOR Floor, 6/15/2023(i)(n) 6 Month LIBOR Consumer Goods: Non-Durable $ 8,473 $ 8,263 $ 8,219
Adapt Laser Acquisition, Inc., L+1200, 1.00% LIBOR Floor, 12/31/2023(t) 3 Month LIBOR Capital Equipment 11,181 11,181 9,392
Adapt Laser Acquisition, Inc., L+1000, 1.00% LIBOR Floor, 12/31/2023 3 Month LIBOR Capital Equipment 2,000 2,000 1,680
Aegis Toxicology Sciences Corp., L+550, 1.00% LIBOR Floor, 5/9/2025(m) 3 Month LIBOR Healthcare & Pharmaceuticals 7,186 7,105 7,186
Alchemy US Holdco 1, LLC, L+550, 10/10/2025(m) 1 Month LIBOR Construction & Building 2,287 2,270 2,289
Allen Media, LLC, L+550, 0.00% LIBOR Floor, 2/10/2027(n) 3 Month LIBOR Media: Diversified & Production 8,955 8,868 8,955
ALM Media, LLC, L+700, 1.00% LIBOR Floor, 11/25/2024(m)(n) 3 Month LIBOR Media: Advertising, Printing & Publishing 18,000 17,774 17,460
American Clinical Solutions LLC, 7.00%, 12/31/2022(m) None Healthcare & Pharmaceuticals 3,500 3,462 3,447
American Consolidated Natural Resources, Inc., L+1600, 1.00% LIBOR Floor, 9/16/2025(m)(t) 3 Month LIBOR Metals & Mining 379 284 389
American Health Staffing Group, Inc., L+600, 1.00% LIBOR Floor, 11/19/2026(m) 3 Month LIBOR Services: Business 16,667 16,502 16,500
American Health Staffing Group, Inc., Prime+500, 11/19/2026 Prime Services: Business 1,000 1,000 990
American Health Staffing Group, Inc., 0.50% Unfunded, 11/19/2026 None Services: Business 2,333 (33) (23)
American Media, LLC, L+675, 1.50% LIBOR Floor, 12/31/2023(m) 3 Month LIBOR Media: Advertising, Printing & Publishing 9,847 9,735 9,847
American Media, LLC, 0.50% Unfunded, 12/31/2023(m) None Media: Advertising, Printing & Publishing 1,702 (17) —
American Teleconferencing Services, Ltd., Prime+550, 6/8/2023(m)(q) Prime Telecommunications 16,154 15,621 3,211
American Teleconferencing Services, Ltd., Prime+550, 3/31/2022(m) Prime Telecommunications 3,116 3,033 3,116
American Teleconferencing Services, Ltd., 0.00% Unfunded, 3/31/2022(m)(o) None Telecommunications 235 — —
Analogic Corp., L+525, 1.00% LIBOR Floor, 6/21/2024(m)(n) 1 Month LIBOR Healthcare & Pharmaceuticals 4,900 4,853 4,820
Ancile Solutions, Inc., L+1000, 1.00% LIBOR Floor, 6/22/2026(t) 1 Month LIBOR High Tech Industries 12,537 12,194 12,161
Anthem Sports & Entertainment Inc., L+900, 1.00% LIBOR Floor, 11/15/2026(m)(t) 3 Month LIBOR Media: Diversified & Production 37,966 37,758 36,543
Anthem Sports & Entertainment Inc., L+950, 1.00% LIBOR Floor, 11/15/2026 3 Month LIBOR Media: Diversified & Production 1,000 1,000 962
Anthem Sports & Entertainment Inc., 0.50% Unfunded, 11/15/2026 None Media: Diversified & Production 1,167 — (44)
Appalachian Resource Company, LLC, L+500, 1.00% LIBOR Floor, 9/10/2023 1 Month LIBOR Metals & Mining 11,137 9,959 10,538
Appalachian Resource Company, LLC, 0.00% Unfunded, 9/10/2023(o) None Metals & Mining 500 — —
Associated Asphalt Partners, LLC, L+525, 1.00% LIBOR Floor, 4/5/2024(m)(n) 1 Month LIBOR Construction & Building 14,393 14,095 12,666
Avison Young (USA) Inc., L+500, 0.00% LIBOR Floor, 1/31/2026(h)(m) 3 Month LIBOR Banking, Finance, Insurance & Real Estate 2,692 2,658 2,679
Bradshaw International Parent Corp., L+575, 1.00% LIBOR Floor, 10/21/2027(m) 1 Month LIBOR Consumer Goods: Durable 13,156 12,831 12,827
Bradshaw International Parent Corp., L+575, 1.00% LIBOR Floor, 10/21/2026 1 Month LIBOR Consumer Goods: Durable 400 387 390
Bradshaw International Parent Corp., 0.50% Unfunded, 10/21/2026 None Consumer Goods: Durable 1,445 (32) (36)
Cadence Aerospace, LLC, L+850, 1.00% LIBOR Floor, 11/14/2023(m)(n)(t) 3 Month LIBOR Aerospace & Defense 38,960 38,623 38,279
Cardenas Markets LLC, L+625, 1.00% LIBOR Floor, 6/3/2027 6 Month LIBOR Retail 10,945 10,840 10,972
CB URS Holdings Corp., L+575, 1.00% LIBOR Floor, 9/1/2024(m) 6 Month LIBOR Transportation: Cargo 15,354 15,310 14,106
Celerity Acquisition Holdings, LLC, L+850, 1.00% LIBOR Floor, 5/28/2026 1 Month LIBOR Services: Business 14,925 14,925 14,944
Charming Charlie LLC, 20.00%, 4/24/2023(q)(r) None Retail 662 657 350
CHC Solutions Inc., 12.00%, 7/20/2023(n)(t) None Healthcare & Pharmaceuticals 7,966 7,966 7,916
See accompanying notes to consolidated financial statements.
78
CĪON Investment Corporation
Consolidated Schedule of Investments
December 31, 2021
(in thousands)
Portfolio Company(a) Index Rate(b) Industry Principal/
Par Amount/
Units(e) Cost(d) Fair
Value(c)
CION/EagleTree Partners, LLC, 14.00%, 12/21/2026(h)(s)(t) None Diversified Financials 61,629 61,629 61,629
CircusTrix Holdings, LLC, L+800, 1.00% LIBOR Floor, 1/16/2024(m)(n)(t) 1 Month LIBOR Hotel, Gaming & Leisure 26,754 26,734 25,718
CircusTrix Holdings, LLC, L+800, 1.00% LIBOR Floor, 1/16/2024(m)(t) 1 Month LIBOR Hotel, Gaming & Leisure 2,723 2,723 2,618
CircusTrix Holdings, LLC, L+800, 1.00% LIBOR Floor, 7/16/2023(m)(t) 1 Month LIBOR Hotel, Gaming & Leisure 1,953 1,836 2,300
Country Fresh Holdings, LLC, L+500, 1.00% LIBOR Floor, 4/29/2023(q) 3 Month LIBOR Beverage, Food & Tobacco 1,020 984 168
Country Fresh Holdings, LLC, L+500, 1.00% LIBOR Floor, 4/29/2023(m)(q) 3 Month LIBOR Beverage, Food & Tobacco 414 414 68
Coyote Buyer, LLC, L+600, 1.00% LIBOR Floor, 2/6/2026(m)(n) 3 Month LIBOR Chemicals, Plastics & Rubber 34,388 34,157 34,302
Coyote Buyer, LLC, L+800, 1.00% LIBOR Floor, 8/6/2026(n) 3 Month LIBOR Chemicals, Plastics & Rubber 6,188 6,084 6,188
Coyote Buyer, LLC, 0.50% Unfunded, 2/6/2025 None Chemicals, Plastics & Rubber 2,500 — (6)
Critical Nurse Staffing, LLC, L+600, 1.00% LIBOR Floor, 11/1/2026(m) 3 Month LIBOR Healthcare & Pharmaceuticals 13,059 13,059 13,059
Critical Nurse Staffing, LLC, L+600, 1.00% LIBOR Floor, 11/1/2026 3 Month LIBOR Healthcare & Pharmaceuticals 1,009 1,009 1,009
Critical Nurse Staffing, LLC, 1.00% Unfunded, 11/1/2026 None Healthcare & Pharmaceuticals 4,899 — —
Critical Nurse Staffing, LLC, 0.50% Unfunded, 11/1/2026 None Healthcare & Pharmaceuticals 1,000 — —
David's Bridal, LLC, L+1000, 1.00% LIBOR Floor, 6/23/2023(t) 3 Month LIBOR Retail 5,617 5,008 5,617
David's Bridal, LLC, L+1000, 1.00% LIBOR Floor, 5/23/2024(t) 3 Month LIBOR Retail 5,093 5,093 5,093
David's Bridal, LLC, L+600, 1.00% LIBOR Floor, 6/30/2023(t) 3 Month LIBOR Retail 791 719 791
Deluxe Entertainment Services, Inc., L+650, 1.00% LIBOR Floor, 3/25/2024(m)(q)(r)(t) 3 Month LIBOR Media: Diversified & Production 2,930 2,930 1,787
DMT Solutions Global Corp., L+750, 1.00% LIBOR Floor, 7/2/2024(m) (u) Services: Business 9,696 9,563 9,503
Entertainment Studios P&A LLC, 5.71%, 5/18/2037(j)(m) None Media: Diversified & Production 11,649 11,554 10,047
Entertainment Studios P&A LLC, 5.00%, 5/18/2037(j) None Media: Diversified & Production — — 2,182
EnTrans International, LLC, L+600, 0.00% LIBOR Floor, 11/1/2024(m) 1 Month LIBOR Capital Equipment 24,750 24,617 23,430
Extreme Reach, Inc., L+700, 1.25% LIBOR Floor, 3/29/2024(m)(n) 1 Month LIBOR Media: Diversified & Production 18,774 18,662 18,844
Extreme Reach, Inc., 0.50% Unfunded, 3/29/2024(m)(n) None Media: Diversified & Production 1,744 — 7
Foundation Consumer Healthcare, LLC, L+638, 1.00% LIBOR Floor, 2/12/2027(m)(n) 3 Month LIBOR Healthcare & Pharmaceuticals 30,799 30,535 31,145
Foundation Consumer Healthcare, LLC, 0.50% Unfunded, 11/2/2023 None Healthcare & Pharmaceuticals 2,094 — 24
FuseFX, LLC, L+575, 1.00% LIBOR Floor, 10/1/2024(m)(n) 1 Month LIBOR Media: Diversified & Production 20,000 19,800 19,800
Future Pak, LLC, L+800, 2.00% LIBOR Floor, 7/2/2024(m) 1 Month LIBOR Healthcare & Pharmaceuticals 33,764 33,565 33,426
Genesis Healthcare, Inc., 0.50% Unfunded, 3/6/2023(h) None Healthcare & Pharmaceuticals 35,000 — —
GSC Technologies Inc., L+500, 1.00% LIBOR Floor, 9/30/2025(r) 3 Month LIBOR Chemicals, Plastics & Rubber 2,404 2,294 2,001
GSC Technologies Inc., L+500, 1.00% LIBOR Floor, 9/30/2025(r)(t) 3 Month LIBOR Chemicals, Plastics & Rubber 858 814 485
GSC Technologies Inc., L+1000, 1.00% LIBOR Floor, 9/30/2025(r)(t) 3 Month LIBOR Chemicals, Plastics & Rubber 170 170 170
H.W. Lochner, Inc., L+625, 1.00% LIBOR Floor, 7/2/2027 3 Month LIBOR Construction & Building 11,970 11,856 11,910
H.W. Lochner, Inc., L+625, 1.00% LIBOR Floor, 7/2/2027 3 Month LIBOR Construction & Building 725 715 721
H.W. Lochner, Inc., 0.50% Unfunded, 7/2/2027 None Construction & Building 275 — (1)
Harland Clarke Holdings Corp., L+775, 1.00% LIBOR Floor, 6/16/2026(m) 1 Month LIBOR Services: Business 9,657 9,641 8,848
See accompanying notes to consolidated financial statements.
79
CĪON Investment Corporation
Consolidated Schedule of Investments
December 31, 2021
(in thousands)
Portfolio Company(a) Index Rate(b) Industry Principal/
Par Amount/
Units(e) Cost(d) Fair
Value(c)
Heritage Power, LLC, L+600, 1.00% LIBOR Floor, 7/30/2026 6 Month LIBOR Energy: Oil & Gas 4,854 4,692 3,956
Hilliard, Martinez & Gonzales, LLP, L+1800, 2.00% LIBOR Floor, 12/17/2022(m)(t) 1 Month LIBOR Services: Consumer 22,885 22,752 21,947
Homer City Generation, L.P., 15.00%, 4/5/2023(m)(t) None Energy: Oil & Gas 10,173 10,521 7,935
Hoover Group, Inc., L+850, 1.25% LIBOR Floor, 10/1/2024(n) 3 Month LIBOR Services: Business 5,156 5,139 5,079
HUMC Holdco, LLC, 9.00%, 1/14/2022(m) None Healthcare & Pharmaceuticals 9,346 9,346 9,323
HW Acquisition, LLC, L+600, 1.00% LIBOR Floor, 9/28/2026m) 3 Month LIBOR Capital Equipment 19,067 18,885 18,828
HW Acquisition, LLC, 0.50% Unfunded, 9/28/2026 None Capital Equipment 2,933 (28) (37)
Independent Pet Partners Intermediate Holdings, LLC, 6.00%, 11/20/2023(m)(t) None Retail 10,295 10,235 9,085
Independent Pet Partners Intermediate Holdings, LLC, Prime+500, 12/22/2022(m) Prime Retail 2,085 2,085 2,085
Independent Pet Partners Intermediate Holdings, LLC, L+600, 0.00% LIBOR Floor, 12/22/2022(m) 3 Month LIBOR Retail 264 264 264
InfoGroup Inc., L+500, 1.00% LIBOR Floor, 4/3/2023(m)(n) 3 Month LIBOR Media: Advertising, Printing & Publishing 15,432 15,428 14,815
Inotiv, Inc., L+625, 1.00% LIBOR Floor, 11/5/2026(m) 1 Month LIBOR Healthcare & Pharmaceuticals 9,900 9,709 9,764
Inotiv, Inc., 1.00% Unfunded, 5/5/2023 None Healthcare & Pharmaceuticals 2,100 (41) (29)
Instant Web, LLC, L+650, 1.00% LIBOR Floor, 12/15/2022(m)(n) 1 Month LIBOR Media: Advertising, Printing & Publishing 36,605 36,580 34,042
Instant Web, LLC, 0.50% Unfunded, 12/15/2022 None Media: Advertising, Printing & Publishing 2,704 — —
Invincible Boat Company LLC, L+650, 1.50% LIBOR Floor, 8/28/2025 3 Month LIBOR Consumer Goods: Durable 14,034 13,937 14,034
Invincible Boat Company LLC, 0.50% Unfunded, 8/28/2025 None Consumer Goods: Durable 798 — (8)
INW Manufacturing, LLC, L+575, 0.75% LIBOR Floor, 5/7/2027(n) 3 Month LIBOR Services: Business 19,625 19,087 19,232
Isagenix International, LLC, L+575, 1.00% LIBOR Floor, 6/14/2025(m) 3 Month LIBOR Beverage, Food & Tobacco 16,663 15,160 15,122
Island Medical Management Holdings, LLC, L+650, 1.00% LIBOR Floor, 9/1/2023(m)(n) 3 Month LIBOR Healthcare & Pharmaceuticals 11,049 11,028 11,049
Jenny C Acquisition, Inc., L+900, 1.75% LIBOR Floor, 10/1/2024(m)(t) 3 Month LIBOR Services: Consumer 11,123 11,069 10,157
JP Intermediate B, LLC, L+550, 1.00% LIBOR Floor, 11/20/2025(m) 3 Month LIBOR Beverage, Food & Tobacco 14,355 14,160 13,458
K&N Parent, Inc., L+475, 1.00% LIBOR Floor, 10/20/2023 3 Month LIBOR Consumer Goods: Durable 11,154 10,779 10,373
KNB Holdings Corp., L+550, 1.00% LIBOR Floor, 4/26/2024(m) 6 Month LIBOR Consumer Goods: Durable 7,854 7,774 5,517
LaserAway Intermediate Holdings II, LLC, L+575, 1.00% LIBOR Floor, 10/12/2027(m) 3 Month LIBOR Services: Consumer 10,000 9,805 9,963
LAV Gear Holdings, Inc., L+750, 1.00% LIBOR Floor, 10/31/2024(m)(n)(t) 3 Month LIBOR Services: Business 26,408 26,103 24,988
LAV Gear Holdings, Inc., L+750, 1.00% LIBOR Floor, 10/31/2024(m)(n)(t) 3 Month LIBOR Services: Business 4,555 4,518 4,310
LGC US Finco, LLC, L+650, 1.00% LIBOR Floor, 12/20/2025(m) 1 Month LIBOR Capital Equipment 11,760 11,431 11,422
LH Intermediate Corp., L+750, 1.00% LIBOR Floor, 6/2/2026(m) 3 Month LIBOR Consumer Goods: Durable 14,438 14,230 14,257
Lift Brands, Inc., L+750, 1.00% LIBOR Floor, 6/29/2025(m)(n)(r) 1 Month LIBOR Services: Consumer 23,523 23,523 23,406
Lift Brands, Inc., 9.50%, 6/29/2025(m)(n)(r)(t) None Services: Consumer 5,343 5,255 5,156
Lift Brands, Inc., 6/29/2025(m)(n)(p)(r) None Services: Consumer 5,296 4,814 4,700
Longview Power, LLC, L+1000, 1.50% LIBOR Floor, 7/30/2025(r) 3 Month LIBOR Energy: Oil & Gas 4,189 2,624 4,504
MacNeill Pride Group Corp., L+625, 1.00% LIBOR Floor, 4/20/2026(m) 3 Month LIBOR Services: Consumer 14,925 14,790 14,776
MacNeill Pride Group Corp., L+625, 1.00% LIBOR Floor, 4/20/2026 3 Month LIBOR Services: Consumer 4,992 4,947 4,942
Manus Bio Inc., 11.00%, 8/20/2026 None Healthcare & Pharmaceuticals 10,000 10,000 10,000
See accompanying notes to consolidated financial statements.
80
CĪON Investment Corporation
Consolidated Schedule of Investments
December 31, 2021
(in thousands)
Portfolio Company(a) Index Rate(b) Industry Principal/
Par Amount/
Units(e) Cost(d) Fair
Value(c)
Marble Point Credit Management LLC, L+600, 1.00% LIBOR Floor, 8/11/2028 1 Month LIBOR Diversified Financials 6,418 6,294 6,370
Marble Point Credit Management LLC, L+600, 1.00% LIBOR Floor, 8/11/2028 1 Month LIBOR Diversified Financials 250 241 248
Marble Point Credit Management LLC, 0.50% Unfunded, 8/11/2028 None Diversified Financials 1,250 — (9)
Mimeo.com, Inc., L+640, 1.00% LIBOR Floor, 12/21/2023 3 Month LIBOR Services: Business 23,018 23,018 23,018
Mimeo.com, Inc., L+640, 1.00% LIBOR Floor, 12/21/2023 3 Month LIBOR Services: Business 256 256 256
Mimeo.com, Inc., 1.00% Unfunded, 12/21/2023 None Services: Business 5,000 — —
Molded Devices, Inc., Prime + 500, 11/1/2026(m) Prime Services: Business 15,574 15,407 15,418
Molded Devices, Inc., 1.00% Unfunded, 11/1/2026 None Services: Business 1,771 (17) (18)
Molded Devices, Inc., 0.50% Unfunded, 11/1/2026 None Services: Business 2,656 — (27)
Moss Holding Company, L+700, 1.00% LIBOR Floor, 4/17/2024(m)(n)(t) 3 Month LIBOR Services: Business 19,641 19,506 17,922
Moss Holding Company, 0.50% Unfunded, 4/17/2024 None Services: Business 2,126 — —
Moss Holding Company, 7.00% Unfunded, 4/17/2024 None Services: Business 106 — —
Napa Management Services Corp., L+500, 1.00% LIBOR Floor, 4/19/2023 1 Month LIBOR Healthcare & Pharmaceuticals 5,318 5,267 5,324
NASCO Healthcare Inc., L+550, 1.00% LIBOR Floor, 6/30/2023(m) 6 Month LIBOR Services: Business 17,458 17,458 17,218
Neptune Flood Inc., L+600, 1.00% LIBOR Floor, 10/21/2026(m) 3 Month LIBOR Banking, Finance, Insurance & Real Estate 9,667 9,596 9,618
NewsCycle Solutions, Inc., L+700, 1.00% LIBOR Floor, 12/29/2022(m)(n) 3 Month LIBOR Media: Advertising, Printing & Publishing 12,064 12,020 12,049
NWN Parent Holdings LLC, L+650, 1.00% LIBOR Floor, 5/7/2026 3 Month LIBOR High Tech Industries 13,100 12,980 13,100
NWN Parent Holdings LLC, L+650, 1.00% LIBOR Floor, 5/7/2026 3 Month LIBOR High Tech Industries 420 420 421
NWN Parent Holdings LLC, 0.50% Unfunded, 5/7/2026 None High Tech Industries 1,380 (18) 3
Optio Rx, LLC, L+700, 0.00% LIBOR Floor, 6/28/2024(m)(n) 3 Month LIBOR Healthcare & Pharmaceuticals 23,344 23,255 22,994
Optio Rx, LLC, L+1000, 0.00% LIBOR Floor, 6/28/2024(n) 3 Month LIBOR Healthcare & Pharmaceuticals 2,515 2,498 2,647
Pentec Acquisition Corp., L+600, 1.00% LIBOR Floor, 10/8/2026 3 Month LIBOR Healthcare & Pharmaceuticals 25,000 24,756 24,750
PetroChoice Holdings, Inc., L+500, 1.00% LIBOR Floor, 8/20/2022 3 Month LIBOR Chemicals, Plastics & Rubber 3,896 3,836 3,725
PH Beauty Holdings III. Inc., L+500, 0.00% LIBOR Floor, 9/28/2025(m) 3 Month LIBOR Consumer Goods: Non-Durable 9,675 9,172 9,143
Playboy Enterprises, Inc., L+575, 0.50% LIBOR Floor, 5/25/2027(h)(n) 3 Month LIBOR Consumer Goods: Non-Durable 28,606 28,043 28,320
Polymer Additives, Inc., L+600, 0.00% LIBOR Floor, 7/31/2025(m) 3 Month LIBOR Chemicals, Plastics & Rubber 19,400 19,173 18,963
RA Outdoors, LLC, L+675, 1.00% LIBOR Floor, 4/8/2026(m) 3 Month LIBOR Media: Diversified & Production 15,911 15,911 15,772
RA Outdoors, LLC, 0.50% Unfunded, 4/8/2026 None Media: Diversified & Production 1,049 (170) (9)
Retail Services WIS Corp., L+775, 1.00% LIBOR Floor, 5/20/2025(m) 3 Month LIBOR Services: Business 9,924 9,699 9,788
Robert C. Hilliard, L.L.P., L+1800, 2.00% LIBOR Floor, 12/17/2022(m)(t) 1 Month LIBOR Services: Consumer 1,905 1,905 1,827
Rogers Mechanical Contractors, LLC, L+650, 1.00% LIBOR Floor, 9/9/2025(m) 1 Month LIBOR Services: Business 17,250 17,250 17,250
Rogers Mechanical Contractors, LLC, 0.75% Unfunded, 9/9/2025 None Services: Business 2,885 — —
Rogers Mechanical Contractors, LLC, 1.00% Unfunded, 9/9/2022 None Services: Business 1,923 — —
RumbleOn, Inc., L+825, 1.00% LIBOR Floor, 8/31/2026(m)(t) 3 Month LIBOR Automotive 13,965 12,962 13,389
RumbleOn, Inc., 0.00% Unfunded, 2/28/2023(o) None Automotive 6,000 (56) —
Securus Technologies Holdings, Inc., L+450, 1.00% LIBOR Floor, 11/1/2024(m) 3 Month LIBOR Telecommunications 3,908 3,201 3,908
Sequoia Healthcare Management, LLC, 12.75%, 8/21/2023(m)(n)(q) None Healthcare & Pharmaceuticals 8,525 8,457 6,394
See accompanying notes to consolidated financial statements.
81
CĪON Investment Corporation
Consolidated Schedule of Investments
December 31, 2021
(in thousands)
Portfolio Company(a) Index Rate(b) Industry Principal/
Par Amount/
Units(e) Cost(d) Fair
Value(c)
SIMR, LLC, L+1700, 2.00% LIBOR Floor, 9/7/2023(r)(t) 1 Month LIBOR Healthcare & Pharmaceuticals 19,938 19,813 16,000
Sleep Opco, LLC, L+650, 1.00% LIBOR Floor, 10/12/2026(m) 3 Month LIBOR Retail 13,250 12,991 12,985
Sleep Opco, LLC, 0.50% Unfunded, 10/12/2026(m) None Retail 1,750 (34) (35)
Spinal USA, Inc. / Precision Medical Inc., L+950, 10/1/2022(m) 3 Month LIBOR Healthcare & Pharmaceuticals 12,526 12,491 11,743
Spinal USA, Inc. / Precision Medical Inc., L+950, 10/1/2022(m)(t) 3 Month LIBOR Healthcare & Pharmaceuticals 1,054 1,054 991
Spinal USA, Inc. / Precision Medical Inc., L+950, 10/1/2022(m)(t) 3 Month LIBOR Healthcare & Pharmaceuticals 689 600 644
Spinal USA, Inc. / Precision Medical Inc., L+950, 10/1/2022(m)(t) 3 Month LIBOR Healthcare & Pharmaceuticals 649 647 609
Spinal USA, Inc. / Precision Medical Inc., L+950, 10/1/2022(m)(t) 3 Month LIBOR Healthcare & Pharmaceuticals 546 475 560
Tenere Inc., L+850, 1.00% LIBOR Floor, 7/1/2025(m)(n) 3 Month LIBOR Capital Equipment 18,080 18,080 18,080
Tensar Corp., L+675, 1.00% LIBOR Floor, 11/20/2025(m) 3 Month LIBOR Chemicals, Plastics & Rubber 4,950 4,850 4,982
Trademark Global, LLC, L+600, 1.00% LIBOR Floor, 7/30/2024 1 Month LIBOR Services: Business 15,346 15,278 15,250
Trademark Global, LLC, 1.00% Unfunded, 7/30/2023 None Services: Business 4,615 (21) (29)
Trammell, P.C., L+1800, 2.00% LIBOR Floor, 6/25/2022(i)(t) 1 Month LIBOR Services: Consumer 18,091 18,091 18,091
USALCO, LLC, L+600, 1.00% LIBOR Floor, 10/19/2027(m) 3 Month LIBOR Chemicals, Plastics & Rubber 25,000 24,753 24,875
Vesta Holdings, LLC, L+1000, 1.00% LIBOR Floor, 2/25/2024(m)(t) 1 Month LIBOR Banking, Finance, Insurance & Real Estate 24,933 24,933 24,933
Volta Charging, LLC, 12.00%, 6/19/2024(m) None Media: Diversified & Production 12,000 11,984 13,095
Volta Charging, LLC, 12.00%, 6/19/2024(m) None Media: Diversified & Production 10,500 10,500 11,458
West Dermatology Management Holdings, LLC, L+600, 1.00% LIBOR Floor, 2/11/2025(m)(n) 3 Month LIBOR Healthcare & Pharmaceuticals 9,441 9,396 9,417
West Dermatology Management Holdings, LLC, L+600, 1.00% LIBOR Floor, 2/11/2025 3 Month LIBOR Healthcare & Pharmaceuticals 3,562 3,553 3,553
West Dermatology Management Holdings, LLC, L+750, 1.00% LIBOR Floor, 2/11/2025 3 Month LIBOR Healthcare & Pharmaceuticals 1,179 1,179 1,191
West Dermatology Management Holdings, LLC, L+600, 1.00% LIBOR Floor, 2/11/2025(m) 3 Month LIBOR Healthcare & Pharmaceuticals 1,105 1,094 1,102
West Dermatology Management Holdings, LLC, 0.50% Unfunded, 2/11/2025(m) None Healthcare & Pharmaceuticals 552 — (1)
West Dermatology Management Holdings, LLC, 0.75% Unfunded, 2/11/2022 None Healthcare & Pharmaceuticals 5,755 (13) (8)
Williams Industrial Services Group, Inc, L+900, 1.00% LIBOR Floor, 12/16/2025(n) 1 Month LIBOR Services: Business 9,775 9,775 9,861
Williams Industrial Services Group, Inc, 0.50% Unfunded, 12/16/2025 None Services: Business 5,000 — 44
Wind River Systems, Inc., L+675, 1.00% LIBOR Floor, 6/24/2024(n) 3 Month LIBOR High Tech Industries 23,684 23,507 23,684
Wok Holdings Inc., L+625, 0.00% LIBOR Floor, 3/1/2026(m) 1 Month LIBOR Beverage, Food & Tobacco 20,340 19,882 20,238
Xenon Arc, Inc., L+600, 0.75% LIBOR Floor, 12/17/2027(m) 3 Month LIBOR High Tech Industries 10,000 9,875 9,875
Total Senior Secured First Lien Debt 1,564,891 1,526,989
Senior Secured Second Lien Debt - 4.1%
Deluxe Entertainment Services, Inc., L+850, 1.00% LIBOR Floor, 9/25/2024(m)(q)(r)(t) 3 Month LIBOR Media: Diversified & Production 10,534 10,017 —
Global Tel*Link Corp., L+825, 0.00% LIBOR Floor, 11/29/2026(n) 1 Month LIBOR Telecommunications 11,500 11,356 11,471
PetroChoice Holdings, Inc., L+875, 1.00% LIBOR Floor, 8/21/2023 3 Month LIBOR Chemicals, Plastics & Rubber 15,000 14,524 14,175
Premiere Global Services, Inc., L+950, 1.00% LIBOR Floor, 6/6/2024(q)(t) 3 Month LIBOR Telecommunications 3,775 3,435 —
Securus Technologies Holdings, Inc., L+825, 1.00% LIBOR Floor, 11/1/2025 3 Month LIBOR Telecommunications 2,942 2,924 2,943
See accompanying notes to consolidated financial statements.
82
CĪON Investment Corporation
Consolidated Schedule of Investments
December 31, 2021
(in thousands)
Portfolio Company(a) Index Rate(b) Industry Principal/
Par Amount/
Units(e) Cost(d) Fair
Value(c)
TMK Hawk Parent, Corp., L+800, 1.00% LIBOR Floor, 8/28/2025 1 Month LIBOR Services: Business 13,393 13,199 9,994
Total Senior Secured Second Lien Debt 55,455 38,583
Collateralized Securities and Structured Products - Equity - 0.3%
APIDOS CLO XVI Subordinated Notes, 0.00% Estimated Yield, 1/19/2025(h) (g) Diversified Financials 9,000 2,136 984
Galaxy XV CLO Ltd. Class A Subordinated Notes, 5.76% Estimated Yield, 4/15/2025(h) (g) Diversified Financials 4,000 1,749 2,014
Total Collateralized Securities and Structured Products - Equity 3,885 2,998
Unsecured Debt - 2.9%
Lucky Bucks Holdings LLC, 12.50%, 5/29/2028(t) None Hotel, Gaming & Leisure 20,219 20,219 20,219
WPLM Acquisition Corp., 15.00%, 11/24/2025(t) None Media: Advertising, Printing & Publishing 6,628 6,558 6,397
Total Unsecured Debt 26,777 26,616
Equity - 7.6%
ARC Financial Partners, LLC, Membership Interests (25% ownership)(o)(r) Metals & Mining NA — —
Ascent Resources - Marcellus, LLC, Membership Units(o) Energy: Oil & Gas 511,255 Units 1,642 639
Ascent Resources - Marcellus, LLC, Warrants(o) Energy: Oil & Gas 132,367 Units 13 3
CION/EagleTree Partners, LLC, Participating Preferred Shares(h)(o)(s) Diversified Financials 22,072,841 Units 22,073 29,796
CION/EagleTree Partners, LLC, Membership Units (85% ownership)(h)(o)(s) Diversified Financials NA — —
DBI Investors, Inc., Series A1 Preferred Stock(o) Retail 20,000 Units 802 2,251
DBI Investors, Inc., Series A2 Preferred Stock(o) Retail 1,733 Units — 182
DBI Investors, Inc., Series A Preferred Stock(o) Retail 1,396 Units 140 164
DBI Investors, Inc., Series B Preferred Stock(o) Retail 4,183 Units 410 162
DBI Investors, Inc., Common Stock(o) Retail 39,423 Units — —
DBI Investors, Inc., Reallocation Rights(o) Retail 7,500 Units — —
GSC Technologies Inc., Common Shares(o)(r) Chemicals, Plastics & Rubber 807,268 Units — —
Independent Pet Partners Intermediate Holdings, LLC, Class A Preferred Units(o) Retail 1,000,000 Units 1,000 20
Independent Pet Partners Intermediate Holdings, LLC, Class B-2 Preferred Units(o) Retail 2,632,771 Units 2,133 3,949
Independent Pet Partners Intermediate Holdings, LLC, Class C Preferred Units(o) Retail 2,632,771 Units 2,633 2,791
Independent Pet Partners Intermediate Holdings, LLC, Warrants(o) Retail 155,880 Units — —
Longview Intermediate Holdings C, LLC, Membership Units(o)(r) Energy: Oil & Gas 653,989 Units 2,704 15,127
Mooregate ITC Acquisition, LLC, Class A Units(o) High Tech Industries 500 Units 562 171
Mount Logan Capital Inc., Common Stock(f)(h)(r) Banking, Finance, Insurance & Real Estate 1,075,557 Units 3,534 3,404
NS NWN Acquisition, LLC, Class A Preferred Units(o) High Tech Industries 111 Units 110 2,382
NS NWN Acquisition, LLC, Non-voting Units(o) High Tech Industries 346 Units 393 —
NS NWN Holdco LLC, Voting Units (o) High Tech Industries 522 Units 504 525
NSG Co-Invest (Bermuda) LP, Partnership Interests(h)(o) Consumer Goods: Durable 1,575 Units 1,000 770
Palmetto Clean Technology, Inc., Warrants(o) High Tech Industries 724,112 Units 472 3,222
RumbleOn, Inc., Warrants(o) Automotive 60,606 Units 927 978
See accompanying notes to consolidated financial statements.
83
CĪON Investment Corporation
Consolidated Schedule of Investments
December 31, 2021
(in thousands)
Portfolio Company(a) Industry Principal/
Par Amount/
Units(e) Cost(d) Fair
Value(c)
SIMR Parent, LLC, Class B Common Units(o)(r) Healthcare & Pharmaceuticals 12,283,163 Units 8,002 —
SIMR Parent, LLC, Class W Units(o)(r) Healthcare & Pharmaceuticals 1,778,219 Units — —
Snap Fitness Holdings, Inc., Class A Common Stock(o)(r) Services: Consumer 9,858 Units 3,078 3,131
Snap Fitness Holdings, Inc., Warrants(o)(r) Services: Consumer 3,996 Units 1,247 1,269
Total Equity 53,379 70,936
Short Term Investments - 9.5%(k)
First American Treasury Obligations Fund, Class Z Shares, 0.01% (l) 87,917 87,917
Total Short Term Investments 87,917 87,917
TOTAL INVESTMENTS - 188.5% $ 1,792,304 1,754,039
LIABILITIES IN EXCESS OF OTHER ASSETS - (88.5%) (823,527)
NET ASSETS - 100% $ 930,512
a. All of the Company’s investments are issued by eligible U.S. portfolio companies, as defined in the Investment Company Act of 1940, as amended, or the 1940 Act, except for investments specifically identified as non-qualifying per note h. below. Unless specifically identified in note t. below, investments do not contain a paid-in-kind, or PIK, interest provision.
b. The 1, 3 and 6 month London Interbank Offered Rate, or LIBOR, rates were 0.10%, 0.21% and 0.34%, respectively, as of December 31, 2021. The actual LIBOR rate for each loan listed may not be the applicable LIBOR rate as of December 31, 2021, as the loan may have been priced or repriced based on a LIBOR rate prior to or subsequent to December 31, 2021.
c. Fair value determined in good faith by the Company’s board of directors (see Note 9) using significant unobservable inputs unless otherwise noted.
d. Represents amortized cost for debt securities and cost for equity investments.
e. Denominated in U.S. dollars unless otherwise noted.
f. Fair value determined using level 1 inputs.
g. The CLO subordinated notes are considered equity positions in the CLO vehicles and are not rated. Equity investments are entitled to recurring distributions, which are generally equal to the remaining cash flow of the payments made by the underlying vehicle's securities less contractual payments to debt holders and expenses. The estimated yield indicated is based upon a current projection of the amount and timing of these recurring distributions and the estimated amount of repayment of principal upon termination. Such projections are periodically reviewed and adjusted, and the estimated yield may not ultimately be realized.
h. The investment or a portion thereof is not a qualifying asset under the 1940 Act. 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 December 31, 2021, 92.6% of the Company’s total assets represented qualifying assets.
i. Position or a portion thereof unsettled as of December 31, 2021.
j. 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.
k. 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.
l. 7-day effective yield as of December 31, 2021.
m. 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 December 31, 2021 (see Note 8).
n. 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 December 31, 2021 (see Note 8).
o. Non-income producing security.
p. The ultimate interest earned on this loan will be determined based on the portfolio company’s EBITDA at a specified trigger event.
q. Investment or a portion thereof was on non-accrual status as of December 31, 2021.
See accompanying notes to consolidated financial statements.
84
CĪON Investment Corporation
Consolidated Schedule of Investments
December 31, 2021
(in thousands)
r. 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 2021, along with transactions during the year ended December 31, 2021 in these affiliated investments, were as follows:
Year Ended December 31, 2021 Year Ended December 31, 2021
Non-Controlled, Affiliated Investments Fair Value
at December
31, 2020 Gross
Additions
(Cost)(1) Gross
Reductions
(Cost)(2) Net
Unrealized
Gain (Loss) Fair Value
at December
31, 2021 Net Realized
Gain (Loss) Interest
Income(3) Dividend
Income
Alert 360 Opco, Inc.
First Lien Term Loan $ — $ 12,240 $ (12,240) $ — $ — $ — $ 796 $ —
Common Stock — 3,624 (3,624) — — (117) — —
American Clinical Solutions LLC
Tranche I Term Loan 3,124 35 (3,421) 262 — — 282 —
First Amendment Tranche I Term Loan 242 — (250) 8 — — 18 —
Class A Membership Interests 663 — (1,658) 995 — 3,542 — —
ARC Financial, LLC
Membership Interests — — — — — — — —
BCP Great Lakes Fund LP
Membership Interests 12,611 5,377 (18,241) 253 — 33 — 1,078
Charming Charlie, LLC
Vendor Payment Financing Facility 350 — — — 350 — — —
Conisus Holdings, Inc.
Series B Preferred Stock 16,481 951 (16,094) (1,338) — — — 4,428
Common Stock 12,401 — (200) (12,201) — 19,110 — —
DESG Holdings, Inc.
First Lien Term Loan 3,978 48 (1,176) (1,063) 1,787 180 (291) —
Second Lien Term Loan — — — — — — — —
Common Stock — — (13,675) 13,675 — (13,675) — —
F+W Media, Inc.
First Lien Term Loan B-1 — — (1,115) 1,115 — (1,080) — —
GSC Technologies Inc.
Incremental Term Loan — 176 (6) — 170 — 5 —
First Lien Term Loan A 2,289 18 (17) (289) 2,001 1 165 —
First Lien Term Loan B 755 58 — (328) 485 — 58 —
Common Shares — — — — — — — —
Lift Brands, Inc.
Term Loan A 23,642 — (118) (118) 23,406 — 2,036 —
Term Loan B 4,751 502 — (97) 5,156 — 503 —
Term Loan C 4,687 129 — (116) 4,700 — 129 —
Longview Power, LLC
First Lien Term Loan 2,414 2,019 (26) 97 4,504 16 581 —
Longview Intermediate Holdings C, LLC
Membership Units 7,988 179 — 6,960 15,127 — — —
Mount Logan Capital Inc.
Common Stock 2,409 — — 995 3,404 — — 70
SIMR, LLC
First Lien Term Loan 13,347 3,839 — (1,186) 16,000 — 3,839 —
SIMR Parent, LLC
Class B Membership Units — — — — — — — —
Class W Membership Units — — — — — — — —
Snap Fitness Holdings, Inc.
Class A Stock 3,389 — — (258) 3,131 — — —
Warrants 1,374 — — (105) 1,269 — — —
Totals $ 116,895 $ 29,195 $ (71,861) $ 7,261 $ 81,490 $ 8,010 $ 8,121 $ 5,576
(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.
85
CĪON Investment Corporation
Consolidated Schedule of Investments
December 31, 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.
(3) Includes PIK interest income.
s. 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 2021, along with transactions during the year ended December 31, 2021 in these controlled investments, were as follows:
Year Ended December 31, 2021 Year Ended December 31, 2021
Controlled Investments Fair Value at
December 31, 2020 Gross
Additions
(Cost)(1) Gross
Reductions
(Cost)(2) Net
Unrealized
Gain (Loss) Fair Value at
December 31, 2021 Net Realized
Gain (Loss) Interest
Income(3) Dividend Income
CION SOF Funding, LLC
Membership Interests $ 12,472 $ — $ (15,539) $ 3,067 $ — $ (3,067) $ — $ —
CION/EagleTree Partners, LLC
Senior Secured Note — 61,629 — — 61,629 — 260 —
Participating Preferred Shares — 22,073 — 7,723 29,796 — — —
Common Shares — — — — — — — —
Totals $ 12,472 $ 83,702 $ (15,539) $ 10,790 $ 91,425 $ (3,067) $ 260 $ —
(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.
(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.
(3) Includes PIK interest income.
See accompanying notes to consolidated financial statements.
86
CĪON Investment Corporation
Consolidated Schedule of Investments
December 31, 2021
(in thousands)
t. As of December 31, 2021, the following investments contain a PIK interest provision whereby the issuer has either the option or the obligation to make interest payments with the issuance of additional securities:
Interest Rate
Portfolio Company Investment Type Cash PIK All-in-Rate
Adapt Laser Acquisition, Inc. Senior Secured First Lien Debt 11.00% 2.00% 13.00%
American Consolidated Natural Resources, Inc. Senior Secured First Lien Debt 14.00% 3.00% 17.00%
Ancile Solutions, Inc. Senior Secured First Lien Debt 8.00% 3.00% 11.00%
Anthem Sports & Entertainment Inc. Senior Secured First Lien Debt 7.75% 2.25% 10.00%
Cadence Aerospace, LLC Senior Secured First Lien Debt 7.50% 2.00% 9.50%
CHC Solutions Inc. Senior Secured First Lien Debt 8.00% 4.00% 12.00%
CION/EagleTree Partners, LLC Senior Secured Note — 14.00% 14.00%
CircusTrix Holdings, LLC Senior Secured First Lien Debt 6.50% 2.50% 9.00%
David's Bridal, LLC Senior Secured First Lien Debt 6.00% 5.00% 11.00%
David's Bridal, LLC Senior Secured First Lien Debt 1.00% 6.00% 7.00%
Deluxe Entertainment Services, Inc. Senior Secured First Lien Debt 6.00% 1.50% 7.50%
Deluxe Entertainment Services, Inc. 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%
Homer City Generation, L.P. Senior Secured First Lien Debt — 15.00% 15.00%
Independent Pet Partners Intermediate Holdings, LLC Senior Secured First Lien Debt — 6.00% 6.00%
LAV Gear Holdings, Inc. Senior Secured First Lien Debt 6.50% 2.00% 8.50%
Lift Brands, Inc. Senior Secured First Lien Debt — 9.50% 9.50%
Lucky Bucks Holdings LLC Unsecured Note — 12.50% 12.50%
Moss Holding Company Senior Secured First Lien Debt 7.50% 0.50% 8.00%
Premiere Global Services, Inc. Senior Secured Second Lien Debt 0.50% 10.00% 10.50%
Robert C. 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 12.00% 7.00% 19.00%
Spinal USA, Inc. / Precision Medical Inc. Senior Secured First Lien Debt — 9.63% 9.63%
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%
WPLM Acquisition Corp. Unsecured Note — 15.00% 15.00%
u. As of December 31, 2021, the index rate for $4,804 and $4,892 was 1 Month LIBOR and 3 Month LIBOR, respectively.
See accompanying notes to consolidated financial statements.
87
CĪON Investment Corporation
Consolidated Schedule of Investments
December 31, 2020
(in thousands)
Portfolio Company(a) Index Rate(b) Industry Principal/
Par Amount/
Units(e) Cost(d) Fair
Value(c)
Senior Secured First Lien Debt - 139.3%
1244311 B.C. LTD., L+500, 1.00% LIBOR Floor, 9/30/2025(s) 3 Month LIBOR Chemicals, Plastics & Rubber $ 2,422 $ 2,293 $ 2,289
1244311 B.C. LTD., L+500, 1.00% LIBOR Floor, 9/30/2025(s)(v) 3 Month LIBOR Chemicals, Plastics & Rubber 807 756 755
Adams Publishing Group, LLC, L+700, 1.75% LIBOR Floor, 7/2/2023(n)(o) 1 Month LIBOR Media: Advertising, Printing & Publishing 12,318 12,243 12,041
Adapt Laser Acquisition, Inc., L+800, 1.00% LIBOR Floor, 12/31/2023(n) 3 Month LIBOR Capital Equipment 11,280 11,280 9,715
Adapt Laser Acquisition, Inc., L+800, 1.00% LIBOR Floor, 12/31/2023 3 Month LIBOR Capital Equipment 2,000 2,000 1,722
Aegis Toxicology Sciences Corp., L+550, 1.00% LIBOR Floor, 5/9/2025(n) 3 Month LIBOR Healthcare & Pharmaceuticals 9,774 9,635 8,577
AIS Holdco, LLC, L+500, 0.00% LIBOR Floor, 8/15/2025(n) 3 Month LIBOR Banking, Finance, Insurance & Real Estate 5,243 5,194 4,955
Alchemy US Holdco 1, LLC, L+550, 10/10/2025(n) 1 Month LIBOR Construction & Building 12,959 12,826 12,505
Alert 360 Opco, Inc., L+600, 1.00% LIBOR Floor, 10/16/2025(n) 1 Month LIBOR Services: Consumer 9,738 9,738 9,738
Allen Media, LLC, L+550, 0.00% LIBOR Floor, 2/10/2027(n)(o) 3 Month LIBOR Media: Diversified & Production 24,809 24,809 24,747
ALM Media, LLC, L+650, 1.00% LIBOR Floor, 11/25/2024(n)(o) 3 Month LIBOR Media: Advertising, Printing & Publishing 19,000 18,690 18,050
AMCP Staffing Intermediate Holdings III, LLC, L+675, 1.50% LIBOR Floor, 9/24/2025(n) 3 Month LIBOR Services: Business 10,813 10,765 10,273
AMCP Staffing Intermediate Holdings III, LLC, L+675, 1.50% LIBOR Floor, 9/24/2025 3 Month LIBOR Services: Business 228 228 217
AMCP Staffing Intermediate Holdings III, LLC, 0.50% Unfunded, 9/24/2025 None Services: Business 1,370 — (68)
American Clinical Solutions LLC, 7.00%, 12/31/2022(n)(s) None Healthcare & Pharmaceuticals 3,500 3,427 3,124
American Clinical Solutions LLC, 7.00%, 6/30/2021(n)(s) None Healthcare & Pharmaceuticals 250 250 242
American Consolidated Natural Resources, Inc., L+1300, 1.00% LIBOR Floor, 9/16/2025(n)(v) 1 Month LIBOR Metals & Mining 780 551 754
American Media, LLC, L+775, 1.50% LIBOR Floor, 12/31/2023(n) 3 Month LIBOR Media: Advertising, Printing & Publishing 11,077 10,894 10,952
American Media, LLC, L+775, 1.50% LIBOR Floor, 12/31/2023(n) 3 Month LIBOR Media: Advertising, Printing & Publishing 1,702 1,677 1,683
American Teleconferencing Services, Ltd., L+650, 1.00% LIBOR Floor, 12/8/2021(n) 6 Month LIBOR Telecommunications 19,514 18,792 15,904
Analogic Corp., L+525, 1.00% LIBOR Floor, 6/21/2024(n)(o) 1 Month LIBOR Healthcare & Pharmaceuticals 4,950 4,885 4,851
Anthem Sports & Entertainment Inc., L+950, 1.00% LIBOR Floor, 9/9/2024(n)(v) 3 Month LIBOR Media: Diversified & Production 13,815 13,647 13,642
Anthem Sports & Entertainment Inc., L+950, 1.00% LIBOR Floor, 9/9/2024(n) 3 Month LIBOR Media: Diversified & Production 833 833 825
Anthem Sports & Entertainment Inc., 0.50% Unfunded, 9/9/2024 None Media: Diversified & Production 1,333 — (13)
APCO Holdings, LLC, L+550, 0.00% LIBOR Floor, 6/9/2025(n) 1 Month LIBOR Banking, Finance, Insurance & Real Estate 9,436 9,368 8,935
Appalachian Resource Company, LLC, L+500, 1.00% LIBOR Floor, 9/10/2023 1 Month LIBOR Metals & Mining 11,137 9,717 9,230
Appalachian Resource Company, LLC, 0.00% Unfunded, 9/10/2023(p) 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 14,522 14,107 13,306
Avison Young (USA) Inc., L+500, 0.00% LIBOR Floor, 1/31/2026(h)(n) 3 Month LIBOR Banking, Finance, Insurance & Real Estate 9,800 9,647 9,322
BK Medical Holding Company, Inc., L+525, 1.00% LIBOR Floor, 6/22/2024(n)(o) 1 Month LIBOR Healthcare & Pharmaceuticals 4,963 4,926 4,690
Cadence Aerospace, LLC, L+850, 1.00% LIBOR Floor, 11/14/2023(n)(o)(v) 3 Month LIBOR Aerospace & Defense 37,832 37,343 35,751
Cardinal US Holdings, Inc., L+500, 1.00% LIBOR Floor, 7/31/2023(n) 3 Month LIBOR Services: Business 8,224 7,933 7,597
CB URS Holdings Corp., L+575, 1.00% LIBOR Floor, 9/1/2024(n) 6 Month LIBOR Transportation: Cargo 15,882 15,818 14,631
Charming Charlie LLC, 20.00%, 4/24/2023(r)(s) None Retail 662 657 350
CHC Solutions Inc., 12.00%, 7/20/2023(o)(v) None Healthcare & Pharmaceuticals 7,651 7,651 7,498
See accompanying notes to consolidated financial statements.
88
CĪON Investment Corporation
Consolidated Schedule of Investments
December 31, 2020
(in thousands)
Portfolio Company(a) Index Rate(b) Industry Principal/
Par Amount/
Units(e) Cost(d) Fair
Value(c)
CircusTrix Holdings, LLC, L+550, 1.00% LIBOR Floor, 12/16/2021(n)(o)(v) 1 Month LIBOR Hotel, Gaming & Leisure 25,472 25,117 19,900
CircusTrix Holdings, LLC, L+550, 1.00% LIBOR Floor, 12/16/2021(n)(v) 1 Month LIBOR Hotel, Gaming & Leisure 2,585 2,585 2,020
CircusTrix Holdings, LLC, 1.00% Unfunded, 12/16/2021 None Hotel, Gaming & Leisure 2,898 — —
Country Fresh Holdings, LLC, L+500, 1.00% LIBOR Floor, 4/29/2023 3 Month LIBOR Beverage, Food & Tobacco 1,020 980 858
Country Fresh Holdings, LLC, 12.00%, 6/1/2022(v) None Beverage, Food & Tobacco 738 713 722
Country Fresh Holdings, LLC, L+500, 1.00% LIBOR Floor, 4/29/2023(n) 3 Month LIBOR Beverage, Food & Tobacco 414 414 348
Coyote Buyer, LLC, L+600, 1.00% LIBOR Floor, 2/6/2026(n)(o) 3 Month LIBOR Chemicals, Plastics & Rubber 34,738 34,453 34,564
Coyote Buyer, LLC, L+800, 1.00% LIBOR Floor, 8/6/2026(o) 3 Month LIBOR Chemicals, Plastics & Rubber 6,250 6,128 6,250
Coyote Buyer, LLC, 0.50% Unfunded, 2/6/2025 None Chemicals, Plastics & Rubber 2,500 — (13)
David's Bridal, LLC, L+1000, 1.00% LIBOR Floor, 6/23/2023(v) 3 Month LIBOR Retail 5,341 4,412 5,341
David's Bridal, LLC, L+600, 1.00% LIBOR Floor, 6/30/2023(v) 3 Month LIBOR Retail 745 648 745
Deluxe Entertainment Services, Inc., L+650, 1.00% LIBOR Floor, 3/25/2024(n)(s)(v) 3 Month LIBOR Media: Diversified & Production 3,978 4,057 3,978
DMT Solutions Global Corp., L+700, 0.00% LIBOR Floor, 7/2/2024(n) 3 Month LIBOR Services: Business 17,500 17,167 16,844
Eagle Family Foods Group LLC, L+650, 1.00% LIBOR Floor, 6/14/2024(n) 3 Month LIBOR Beverage, Food & Tobacco 14,375 14,171 14,159
Entertainment Studios P&A LLC, 6.30%, 5/18/2037(k)(n) None Media: Diversified & Production 13,990 13,889 12,871
Entertainment Studios P&A LLC, 5.00%, 5/18/2037(k) None Media: Diversified & Production — — 2,073
EnTrans International, LLC, L+600, 0.00% LIBOR Floor, 11/1/2024(n) 1 Month LIBOR Capital Equipment 26,250 26,065 25,233
ES Chappaquiddick LLC, 10.00%, 5/18/2022(n) None Media: Diversified & Production 915 915 924
Extreme Reach, Inc., L+750, 1.50% LIBOR Floor, 3/29/2024(n)(o) 1 Month LIBOR Media: Diversified & Production 20,402 20,233 20,096
Extreme Reach, Inc., 0.50% Unfunded, 3/29/2024(n) None Media: Diversified & Production 1,744 — (26)
F+W Media, Inc., L+1000, 1.50% LIBOR Floor, 5/24/2022(r)(s)(v) 1 Month LIBOR Media: Diversified & Production 1,174 1,115 —
Foundation Consumer Healthcare, LLC, L+575, 1.00% LIBOR Floor, 11/2/2023(n)(o) 3 Month LIBOR Healthcare & Pharmaceuticals 43,350 43,127 43,350
Foundation Consumer Healthcare, LLC, 0.50% Unfunded, 11/2/2023 None Healthcare & Pharmaceuticals 4,211 (15) —
Genesis Healthcare, Inc., L+600, 0.50% LIBOR Floor, 3/6/2023(h)(n) 1 Month LIBOR Healthcare & Pharmaceuticals 35,000 34,709 34,344
Geo Parent Corp., L+525, 0.00% LIBOR Floor, 12/19/2025(n) 1 Month LIBOR Services: Business 14,738 14,622 14,701
Geon Performance Solutions, LLC, L+625, 1.63% LIBOR Floor, 10/25/2024(n)(o) 1 Month LIBOR Chemicals, Plastics & Rubber 22,190 21,893 21,524
Geon Performance Solutions, LLC, 0.50% Unfunded, 10/25/2024 None Chemicals, Plastics & Rubber 2,586 — (78)
Harland Clarke Holdings Corp., L+475, 1.00% LIBOR Floor, 11/3/2023(n) 3 Month LIBOR Services: Business 12,337 12,305 11,021
Healogics, Inc., L+425, 1.00% LIBOR Floor, 7/1/2021(n) 3 Month LIBOR Healthcare & Pharmaceuticals 4,699 4,659 4,359
Hilliard, Martinez & Gonzales, LLP, L+1800, 2.00% LIBOR Floor, 12/17/2022(n)(v) 1 Month LIBOR Services: Consumer 17,248 17,137 17,485
Homer City Generation, L.P., 15.00%, 4/5/2023(n)(v) None Energy: Oil & Gas 10,606 11,028 8,246
Hoover Group, Inc., L+850, 1.25% LIBOR Floor, 10/1/2024(o) 3 Month LIBOR Services: Business 5,660 5,637 5,668
HUMC Holdco, LLC, 9.00%, 1/11/2021(n) None Healthcare & Pharmaceuticals 10,000 9,985 9,925
Hummel Station LLC, L+600, 1.00% LIBOR Floor, 10/27/2022(n) 1 Month LIBOR Energy: Oil & Gas 9,432 9,237 9,066
Hyperion Materials & Technologies, Inc., L+550, 1.00% LIBOR Floor, 8/28/2026(n) 3 Month LIBOR Chemicals, Plastics & Rubber 9,900 9,729 9,269
Independent Pet Partners Intermediate Holdings, LLC, 6.00%, 11/20/2023(n)(v) None Retail 9,680 9,587 7,974
See accompanying notes to consolidated financial statements.
89
CĪON Investment Corporation
Consolidated Schedule of Investments
December 31, 2020
(in thousands)
Portfolio Company(a) Index Rate(b) Industry Principal/
Par Amount/
Units(e) Cost(d) Fair
Value(c)
Independent Pet Partners Intermediate Holdings, LLC, PRIME+500, 12/22/2022(n) Prime Retail 1,970 1,970 1,967
Independent Pet Partners Intermediate Holdings, LLC, L+600, 0.00% LIBOR Floor, 12/22/2022(n) 3 Month LIBOR Retail 252 252 252
Infinity Sales Group, LLC, L+1050, 1.00% LIBOR Floor, 11/23/2022(n) 1 Month LIBOR Services: Business 6,820 6,736 6,820
InfoGroup Inc., L+500, 1.00% LIBOR Floor, 4/3/2023(n)(o) 3 Month LIBOR Media: Advertising, Printing & Publishing 15,594 15,586 14,678
Instant Web, LLC, L+650, 1.00% LIBOR Floor, 12/15/2022(n)(o) 1 Month LIBOR Media: Advertising, Printing & Publishing 37,379 37,326 35,136
Instant Web, LLC, 0.50% Unfunded, 12/15/2022 None Media: Advertising, Printing & Publishing 2,704 — —
Isagenix International, LLC, L+575, 1.00% LIBOR Floor, 6/14/2025(n) 3 Month LIBOR Beverage, Food & Tobacco 13,002 12,910 9,361
Island Medical Management Holdings, LLC, L+650, 1.00% LIBOR Floor, 9/1/2022(n)(o) 3 Month LIBOR Healthcare & Pharmaceuticals 11,188 11,132 10,488
Jenny C Acquisition, Inc., L+1050, 1.75% LIBOR Floor, 10/1/2024(n)(v) 6 Month LIBOR Services: Consumer 11,089 11,018 9,993
JP Intermediate B, LLC, L+550, 1.00% LIBOR Floor, 11/20/2025(n) 3 Month LIBOR Beverage, Food & Tobacco 15,273 15,019 13,669
KNB Holdings Corp., L+550, 1.00% LIBOR Floor, 4/26/2024(n) 6 Month LIBOR Consumer Goods: Durable 8,073 7,966 6,741
Labvantage Solutions Inc., L+750, 1.00% LIBOR Floor, 3/31/2021(n)(o) 1 Month LIBOR High Tech Industries 2,646 2,646 2,646
Labvantage Solutions Ltd., E+750, 1.00% EURIBOR Floor, 3/31/2021(h) 1 Month EURIBOR High Tech Industries € 2,912 3,273 3,557
LAV Gear Holdings, Inc., L+750, 1.00% LIBOR Floor, 10/31/2024(n)(o)(v) 3 Month LIBOR Services: Business 25,338 24,940 24,072
LAV Gear Holdings, Inc., L+750, 1.00% LIBOR Floor, 10/31/2024(n)(o)(v) 3 Month LIBOR Services: Business 4,375 4,326 4,156
LD Intermediate Holdings, Inc., L+588, 1.00% LIBOR Floor, 12/9/2022(n) 3 Month LIBOR High Tech Industries 11,030 10,869 10,981
LGC US Finco, LLC, L+650, 1.00% LIBOR Floor, 12/20/2025(n) 1 Month LIBOR Capital Equipment 9,800 9,537 9,396
Lift Brands, Inc., L+375, 0.50% LIBOR Floor, 6/29/2025(n)(o)(s) 1 Month LIBOR Services: Consumer 23,642 23,642 23,642
Lift Brands, Inc., 9.50%, 6/29/2025(n)(o)(s)(v) None Services: Consumer 4,861 4,753 4,751
Lift Brands, Inc., 6/29/2025(n)(o)(q)(s) None Services: Consumer 5,296 4,685 4,687
Longview Power, LLC, L+1000, 1.50% LIBOR Floor, 7/30/2025(s) 3 Month LIBOR Energy: Oil & Gas 2,355 631 2,414
Mimeo.com, Inc., L+700, 1.00% LIBOR Floor, 12/21/2023(n)(q) 3 Month LIBOR Services: Business 23,373 23,373 22,584
Mimeo.com, Inc., L+1700, 1.00% LIBOR Floor, 12/21/2023(n)(v) 3 Month LIBOR Services: Business 2,130 2,130 2,180
Mimeo.com, Inc., 1.00% Unfunded, 12/21/2023 None Services: Business 1,000 — 24
Moss Holding Company, L+700, 1.00% LIBOR Floor, 4/17/2024(n)(o)(v) 3 Month LIBOR Services: Business 19,535 19,349 17,630
Moss Holding Company, 7.00% Unfunded, 4/17/2024 None Services: Business 106 — —
Moss Holding Company, 0.50% Unfunded, 4/17/2024 None Services: Business 2,126 — —
NASCO Healthcare Inc., L+450, 1.00% LIBOR Floor, 6/30/2023(n) 3 Month LIBOR Services: Business 13,189 13,189 13,189
NewsCycle Solutions, Inc., L+700, 1.00% LIBOR Floor, 12/29/2022(n)(o) 3 Month LIBOR Media: Advertising, Printing & Publishing 12,186 12,098 12,079
One Call Corp., L+525, 1.00% LIBOR Floor, 11/25/2022(n) 3 Month LIBOR Healthcare & Pharmaceuticals 3,858 3,747 3,732
Optio Rx, LLC, L+700, 0.00% LIBOR Floor, 6/28/2024(n)(o) 1 Month LIBOR Healthcare & Pharmaceuticals 24,250 24,130 23,704
Optio Rx, LLC, L+1000, 0.00% LIBOR Floor, 6/28/2024(o) 1 Month LIBOR Healthcare & Pharmaceuticals 2,515 2,492 2,685
Palmetto Solar, LLC, 12.00%, 12/12/2024(n) None High Tech Industries 16,738 16,320 16,696
Palmetto Solar, LLC, 0.75% Unfunded, 12/12/2021 None High Tech Industries 3,262 — (8)
PH Beauty Holdings III. Inc., L+500, 0.00% LIBOR Floor, 9/28/2025(n) 3 Month LIBOR Consumer Goods: Non-Durable 9,775 9,152 9,189
Pixelle Specialty Solutions LLC, L+650, 1.00% LIBOR Floor, 10/31/2024(n) 1 Month LIBOR Forest Products & Paper 21,686 21,368 21,686
See accompanying notes to consolidated financial statements.
90
CĪON Investment Corporation
Consolidated Schedule of Investments
December 31, 2020
(in thousands)
Portfolio Company(a) Index Rate(b) Industry Principal/
Par Amount/
Units(e) Cost(d) Fair
Value(c)
Plano Molding Company, LLC, L+900, 1.00% LIBOR Floor, 5/12/2022(n)(v) 3 Month LIBOR Consumer Goods: Non-Durable 5,986 5,975 5,836
Plano Molding Company, LLC, L+900, 1.00% LIBOR Floor, 5/11/2022(n)(v) 3 Month LIBOR Consumer Goods: Non-Durable 731 725 732
Polymer Additives, Inc., L+600, 0.00% LIBOR Floor, 7/31/2025(n) 3 Month LIBOR Chemicals, Plastics & Rubber 19,600 19,313 16,497
Polymer Process Holdings, Inc., L+600, 0.00% LIBOR Floor, 5/1/2026(n) 1 Month LIBOR Chemicals, Plastics & Rubber 24,625 24,271 24,471
Securus Technologies Holdings, Inc., L+450, 1.00% LIBOR Floor, 11/1/2024(n) 6 Month LIBOR Telecommunications 3,949 3,039 3,949
SEK Holding Co LLC, L+1200, 1.00% LIBOR Floor, 3/14/2022(n)(v) 1 Month LIBOR Banking, Finance, Insurance & Real Estate 16,227 16,068 15,590
Sequoia Healthcare Management, LLC, 12.75%, 8/21/2023(n)(o)(r) None Healthcare & Pharmaceuticals 8,525 8,457 6,905
SIMR, LLC, L+1700, 2.00% LIBOR Floor, 9/7/2023(n)(s)(v) 1 Month LIBOR Healthcare & Pharmaceuticals 16,154 15,975 13,347
Smart & Final Inc., L+675, 0.00% LIBOR Floor, 6/20/2025(n) 1 Month LIBOR Retail 7,805 7,227 7,888
Software Luxembourg Acquisitions S.À.R.L., L+750, 1.00% LIBOR Floor, 4/27/2025(h)(o) 3 Month LIBOR High Tech Industries 3,011 2,905 3,015
Software Luxembourg Acquisitions S.À.R.L., L+750, 1.00% LIBOR Floor, 12/27/2024(h)(o) 1 Month LIBOR High Tech Industries 807 783 815
Sorenson Communications, LLC, L+650, 0.00% LIBOR Floor, 4/30/2024(n) 3 Month LIBOR Telecommunications 10,322 10,066 10,348
Spinal USA, Inc. / Precision Medical Inc., L+950, 10/1/2021(n) 12 Month LIBOR Healthcare & Pharmaceuticals 12,562 12,486 11,965
Spinal USA, Inc. / Precision Medical Inc., L+950, 10/1/2021(n)(v) 12 Month LIBOR Healthcare & Pharmaceuticals 1,116 1,104 1,109
Spinal USA, Inc. / Precision Medical Inc., L+950, 10/1/2021(n)(v) 12 Month LIBOR Healthcare & Pharmaceuticals 603 493 574
Stats Intermediate Holdings, LLC, L+525, 0.00% LIBOR Floor, 7/12/2026(n) 3 Month LIBOR High Tech Industries 9,900 9,719 9,850
Tenere Inc., L+850, 1.00% LIBOR Floor, 5/5/2025(n)(o) 3 Month LIBOR Capital Equipment 18,080 18,020 18,080
Tensar Corp., L+675, 1.00% LIBOR Floor, 11/20/2025(n) 3 Month LIBOR Chemicals, Plastics & Rubber 5,000 4,878 4,975
The Pasha Group, L+800, 1.00% LIBOR Floor, 1/26/2023(n)(o) 2 Month LIBOR Transportation: Cargo 4,511 4,447 4,370
The Pay-O-Matic Corp., L+900, 1.00% LIBOR Floor, 10/29/2021(j)(n) 3 Month LIBOR Services: Consumer 7,312 7,304 7,312
Volta Charging, LLC, 12.00%, 6/19/2024(n) None Media: Diversified & Production 15,000 15,000 16,013
Volta Charging, LLC, 12.00%, 6/19/2024(n) None Media: Diversified & Production 12,000 11,978 12,810
West Dermatology Management Holdings, LLC, L+600, 1.00% LIBOR Floor, 2/11/2025(n)(o)(v) 3 Month LIBOR Healthcare & Pharmaceuticals 9,455 9,384 9,006
West Dermatology Management Holdings, LLC, L+600, 1.00% LIBOR Floor, 2/11/2025(n) 1 Month LIBOR Healthcare & Pharmaceuticals 1,657 1,645 1,579
West Dermatology Management Holdings, LLC, L+750, 1.00% LIBOR Floor, 2/11/2025 3 Month LIBOR Healthcare & Pharmaceuticals 1,185 1,182 1,170
West Dermatology Management Holdings, LLC, 0.75% Unfunded, 2/11/2022 None Healthcare & Pharmaceuticals 7,655 (26) (54)
Williams Industrial Services Group, Inc., L+900, 1.00% LIBOR Floor, 12/16/2025(o) 1 Month LIBOR Services: Business 10,000 10,000 10,000
Williams Industrial Services Group, Inc., 0.50% Unfunded, 6/16/2022 None Services: Business 5,000 — —
Winebow Holdings, Inc., L+375, 1.00% LIBOR Floor, 7/1/2021(n)(o) 1 Month LIBOR Beverage, Food & Tobacco 5,864 5,669 5,483
Wok Holdings Inc., L+625, 0.00% LIBOR Floor, 3/1/2026(n) 1 Month LIBOR Beverage, Food & Tobacco 12,773 12,630 12,325
Total Senior Secured First Lien Debt 1,266,564 1,223,268
Senior Secured Second Lien Debt - 17.2%
Access CIG, LLC, L+775, 0.00% LIBOR Floor, 2/27/2026(n)(o) 3 Month LIBOR Services: Business 17,250 17,139 16,840
Carestream Health, Inc., L+1250, 1.00% LIBOR Floor, 8/8/2023(n)(o)(v) 3 Month LIBOR Healthcare & Pharmaceuticals 11,499 11,499 11,068
Country Fresh Holdings, LLC, L+850, 1.00% LIBOR Floor, 4/29/2024(n)(v) 3 Month LIBOR Beverage, Food & Tobacco 2,239 2,239 1,573
Dayton Superior Corp., L+700, 2.00% LIBOR Floor, 12/4/2024(n) 3 Month LIBOR Construction & Building 1,492 1,492 1,492
See accompanying notes to consolidated financial statements.
91
CĪON Investment Corporation
Consolidated Schedule of Investments
December 31, 2020
(in thousands)
Portfolio Company(a) Index Rate(b) Industry Principal/
Par Amount/
Units(e) Cost(d) Fair
Value(c)
Deluxe Entertainment Services, Inc., L+850, 1.00% LIBOR Floor, 9/25/2024(n)(r)(s)(v) 3 Month LIBOR Media: Diversified & Production 10,271 10,017 —
Global Tel*Link Corp., L+825, 0.00% LIBOR Floor, 11/29/2026(n)(o) 1 Month LIBOR Telecommunications 11,500 11,333 11,385
LSCS Holdings, Inc., L+825, 0.00% LIBOR Floor, 3/16/2026(n) 6 Month LIBOR Services: Business 11,891 11,684 10,999
Medical Solutions Holdings, Inc., L+838, 1.00% LIBOR Floor, 6/16/2025(n) 6 Month LIBOR Healthcare & Pharmaceuticals 10,000 9,895 9,250
MedPlast Holdings, Inc., L+775, 0.00% LIBOR Floor, 7/2/2026(n) 1 Month LIBOR Healthcare & Pharmaceuticals 6,750 6,697 6,134
Ministry Brands, LLC, L+925, 1.00% LIBOR Floor, 6/2/2023(n)(o) 2 Month LIBOR Services: Business 7,000 6,973 6,965
Niacet Corp., E+875, 1.00% EURIBOR Floor, 8/1/2024(h) 1 Month EURIBOR Chemicals, Plastics & Rubber € 6,263 6,708 7,651
Patterson Medical Supply, Inc., L+1050, 1.00% LIBOR Floor, 8/28/2023(n)(v) 3 Month LIBOR Healthcare & Pharmaceuticals 14,536 14,472 13,972
PetroChoice Holdings, Inc., L+875, 1.00% LIBOR Floor, 8/21/2023(n) 3 Month LIBOR Chemicals, Plastics & Rubber 15,000 14,282 13,500
Premiere Global Services, Inc., L+950, 1.00% LIBOR Floor, 6/6/2024(n)(v) 3 Month LIBOR Telecommunications 3,415 3,339 2,305
Securus Technologies Holdings, Inc., L+825, 1.00% LIBOR Floor, 11/1/2025(n) 6 Month LIBOR Telecommunications 2,942 2,920 2,747
TMK Hawk Parent, Corp., L+800, 1.00% LIBOR Floor, 8/28/2025(n) 1 Month LIBOR Services: Business 13,393 13,158 9,860
Winebow Holdings, Inc., L+750, 1.00% LIBOR Floor, 1/2/2022(n) 1 Month LIBOR Beverage, Food & Tobacco 12,823 12,747 11,477
Zest Acquisition Corp., L+750, 1.00% LIBOR Floor, 3/14/2026(n)(o) 1 Month LIBOR Healthcare & Pharmaceuticals 15,000 14,886 14,288
Total Senior Secured Second Lien Debt 171,480 151,506
Collateralized Securities and Structured Products - Equity - 1.4%
APIDOS CLO XVI Subordinated Notes, 0.00% Estimated Yield, 1/19/2025(h) (g) Diversified Financials 9,000 3,019 1,372
CENT CLO 19 Ltd. Subordinated Notes, 0.00% Estimated Yield, 10/29/2025(h)
(g) Diversified Financials 2,000 1,161 214
Galaxy XV CLO Ltd. Class A Subordinated Notes, 5.76% Estimated Yield, 4/15/2025(h) (g) Diversified Financials 4,000 2,007 1,617
Ivy Hill Middle Market Credit Fund VIII, Ltd. Subordinated Loan, 11.84% Estimated Yield, 2/2/2026(h) (g) Diversified Financials 10,000 9,118 8,928
Total Collateralized Securities and Structured Products - Equity 15,305 12,131
Unsecured Debt - 0.6%
WPLM Acquisition Corp., 15.00%, 11/24/2025(v) None Media: Advertising, Printing & Publishing 5,752 5,668 5,464
Total Unsecured Debt 5,668 5,464
Equity - 11.8%
1244301 B.C. LTD., Common Shares(p)(s) Chemicals, Plastics & Rubber 807,268 Units — —
ACNR Holdings, Inc., Common Stock(p) Metals & Mining 6,018 Units 90 45
ACNR Holdings, Inc., Preferred Stock(p) Metals & Mining 1,890 Units 26 118
Alert 360 Topco, Inc., Common Stock(p) Services: Consumer 465,053 Units 2,883 2,883
American Clinical Solutions LLC, Class A Membership Interests(p)(s) Healthcare & Pharmaceuticals 6,030,384 Units 1,658 663
Anthem Sports and Entertainment Inc., Class A Preferred Stock Warrants(p) Media: Diversified & Production 769 Units 205 138
Anthem Sports and Entertainment Inc., Class B Preferred Stock Warrants(p) Media: Diversified & Production 135 Units — —
Anthem Sports and Entertainment Inc., Common Stock Warrants(p) Media: Diversified & Production 2,508 Units — —
ARC Financial, LLC, Membership Interests (25% ownership)(p)(s) Metals & Mining N/A — —
Ascent Resources - Marcellus, LLC, Membership Units(p) Energy: Oil & Gas 511,255 Units 1,642 419
Ascent Resources - Marcellus, LLC, Warrants(p) Energy: Oil & Gas 132,367 Units 13 3
See accompanying notes to consolidated financial statements.
92
CĪON Investment Corporation
Consolidated Schedule of Investments
December 31, 2020
(in thousands)
Portfolio Company(a) Industry Principal/
Par Amount/
Units(e) Cost(d) Fair
Value(c)
BCP Great Lakes Fund LP, Partnership Interests (11.4% ownership)(h)(s) Diversified Financials N/A 12,865 12,611
Carestream Health Holdings, Inc., Warrants(p) Healthcare & Pharmaceuticals 233 Units 565 590
CHC Medical Partners, Inc., Series C Preferred Stock, 12% Dividend(u) Healthcare & Pharmaceuticals 2,727,273 Units 5,471 6,927
CION SOF Funding, LLC, Membership Interests (87.5% ownership)(h)(t) Diversified Financials N/A 15,539 12,472
Conisus Holdings, Inc., Series B Preferred Stock, 12% Dividend(s)(u) Healthcare & Pharmaceuticals 12,677,833 Units 15,143 16,481
Conisus Holdings, Inc., Common Stock(p)(s) Healthcare & Pharmaceuticals 4,914,556 Units 200 12,401
Country Fresh Holdings, LLC, Membership Units(p) Beverage, Food & Tobacco 2,985 Units 5,249 —
Dayton HoldCo, LLC, Membership Units(p) Construction & Building 37,264 Units 4,136 7,350
DBI Investors, Inc., Series A1 Preferred Stock(p) Retail 20,000 Units 802 —
DBI Investors, Inc., Series A Preferred Stock(p) Retail 1,396 Units 140 —
DBI Investors, Inc., Series B Preferred Stock(p) Retail 4,183 Units 410 —
DBI Investors, Inc., Common Stock(p) Retail 39,423 Units — —
DBI Investors, Inc., Reallocation Rights(p) Retail 7,500 Units — —
DESG Holdings, Inc., Common Stock(i)(p)(s) Media: Diversified & Production 1,268,143 Units 13,675 —
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 2,145
Independent Pet Partners Intermediate Holdings, LLC, Class C Preferred Units(p) Retail 2,632,771 Units 2,633 2,633
Independent Pet Partners Intermediate Holdings, LLC, Warrants(p) Retail 155,880 Units — —
Longview Intermediate Holdings C, LLC, Membership Units(p)(s) Energy: Oil & Gas 589,487 Units 2,524 7,988
Mooregate ITC Acquisition, LLC, Class A Units(p) High Tech Industries 500 Units 563 96
Mount Logan Capital Inc., Common Stock(h)(s) Banking, Finance, Insurance & Real Estate 1,075,557 Units 3,534 2,409
NS NWN Acquisition, LLC, Voting Units(p) High Tech Industries 346 Units 393 929
NS NWN Acquisition, LLC, Class A Preferred Units(p) High Tech Industries 111 Units 110 332
NSG Co-Invest (Bermuda) LP, Partnership Interests(h)(p) Consumer Goods: Durable 1,575 Units 1,000 676
Palmetto Clean Technology, Inc., Warrants(p) High Tech Industries 693,387 Units 472 506
Phillips Pet Holding Corp., Common Stock(p) Retail 235 Units 13 17
SIMR Parent, LLC, Class B Common Units(p)(s) Healthcare & Pharmaceuticals 12,283,163 Units 8,002 —
Software Luxembourg Holding S.A., Class A Common Stock(h)(p) High Tech Industries 28,202 Units 4,536 5,516
Software Luxembourg Holding S.A., Class B Common Stock(h)(p) High Tech Industries 2,388 Units 384 688
Software Luxembourg Holding S.A., Class A Warrants(h)(p) High Tech Industries 3,512 Units 117 —
Software Luxembourg Holding S.A., Class B Warrants(h)(p) High Tech Industries 7,023 Units 220 —
Snap Fitness Holdings, Inc., Class A Stock(p)(s) Services: Consumer 9,858 Units 3,078 3,389
Snap Fitness Holdings, Inc., Warrants(p)(s) Services: Consumer 3,996 Units 1,247 1,374
Spinal USA, Inc. / Precision Medical Inc., Warrants(p) Healthcare & Pharmaceuticals 14,181,915 Units 5,806 —
Tenere Inc., Warrants(p) Capital Equipment N/A 161 1,606
Total Equity 118,638 103,405
Short Term Investments - 8.4%(l)
First American Treasury Obligations Fund, Class Z Shares, 0.03% (m) 73,597 73,597
Total Short Term Investments 73,597 73,597
See accompanying notes to consolidated financial statements.
93
CĪON Investment Corporation
Consolidated Schedule of Investments
December 31, 2020
(in thousands)
Cost(d) Fair
Value(c)
TOTAL INVESTMENTS - 178.7% $ 1,651,252 1,569,371
LIABILITIES IN EXCESS OF OTHER ASSETS - (78.7%) (691,115)
NET ASSETS - 100% $ 878,256
a. All of the Company’s investments are issued by eligible U.S. portfolio companies, as defined in the 1940 Act, except for investments specifically identified as non-qualifying per note h. below. Unless specifically identified in note v. below, investments do not contain a PIK interest provision.
b. The 1, 2, 3, 6 and 12 month LIBOR rates were 0.14%, 0.19%, 0.24%, 0.26% and 0.34%, respectively, as of December 31, 2020. 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 Euro Interbank Offered Rate, or EURIBOR, rate was (0.59%) as of December 31, 2020.
c. Fair value determined in good faith by the Company’s board of directors (see Note 9) using significant unobservable inputs unless otherwise noted.
d. Represents amortized cost for debt securities and cost for equity investments.
e. Denominated in U.S. dollars unless otherwise noted.
f. Fair value determined using level 1 inputs.
g. The CLO subordinated notes are considered equity positions in the CLO vehicles and are not rated. Equity investments are entitled to recurring distributions, which are generally equal to the remaining cash flow of the payments made by the underlying vehicle's securities less contractual payments to debt holders and expenses. The estimated yield indicated is based upon a current projection of the amount and timing of these recurring distributions and the estimated amount of repayment of principal upon termination. Such projections are periodically reviewed and adjusted, and the estimated yield may not ultimately be realized.
h. The investment or a portion thereof is not a qualifying asset under the 1940 Act. 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 December 31, 2020, 93.4% of the Company’s total assets represented qualifying assets.
i. Position or a portion thereof unsettled as of December 31, 2020.
j. 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.
k. 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.
l. 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.
m. 7-day effective yield as of December 31, 2020.
n. Investment or a portion thereof held within the Company’s wholly-owned consolidated subsidiary, 34th Street, and was pledged as collateral supporting the amounts outstanding under the credit facility with JPM as of December 31, 2020 (see Note 8).
o. Investment or a portion thereof held within the Company’s wholly-owned consolidated subsidiary, Murray Hill Funding II, and was pledged as collateral supporting the amounts outstanding under the repurchase agreement with UBS as of December 31, 2020 (see Note 8).
p. Non-income producing security.
q. The ultimate interest earned on this loan will be determined based on the portfolio company’s EBITDA at a specified triggering event.
r. Investment or a portion thereof was on non-accrual status as of December 31, 2020.
See accompanying notes to consolidated financial statements
94
CĪON Investment Corporation
Consolidated Schedule of Investments
December 31, 2020
(in thousands)
s. 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, 2019 and 2020, along with transactions during the year ended December 31, 2020 in these affiliated investments, were as follows:
Year Ended December 31, 2020 Year Ended December 31, 2020
Non-Controlled, Affiliated Investments Fair Value
at December
31, 2019 Gross
Additions
(Cost)(1) Gross
Reductions
(Cost)(2) Net
Unrealized
Gain (Loss) Fair Value
at December
31, 2020 Net Realized
Gain (Loss) Interest
Income(3) Dividend
Income
1244301 B.C. LTD.
First Lien Term Loan A $ — $ 2,293 $ — $ (4) $ 2,289 $ — $ 42 $ —
First Lien Term Loan B — 757 — (2) 755 — 15 —
Common Shares — — — — — — — —
American Clinical Solutions LLC
Tranche I Term Loan 3,395 32 — (303) 3,124 — 282 —
First Amendment Tranche I Term Loan — 250 — (8) 242 — 13 —
Class A Membership Interests — 1,658 — (995) 663 — — —
ARC Financial, LLC
Membership Interests — — — — — — — —
BCP Great Lakes Fund LP
Membership Interests 14,238 2,195 (3,538) (284) 12,611 — — 1,039
Charming Charlie, LLC
First Lien Term Loan B1 — — — — — — — —
First Lien Term Loan B2 — — — — — — (1) —
Vendor Payment Financing Facility 472 — (97) (25) 350 — 7 —
Conisus Holdings, Inc.
Series B Preferred Stock 13,270 1,928 — 1,283 16,481 — — 1,928
Common Stock 1,426 — — 10,975 12,401 — — —
DESG Holdings, Inc.
Bridge Loan — 4,256 (4,256) — — — 600 —
First Lien Term Loan 28,978 844 (20,443) (5,401) 3,978 — 4,278 —
Second Lien Term Loan 9,717 342 — (10,059) — — 784 —
Common Stock 14,763 13 — (14,776) — — — —
F+W Media, Inc.
First Lien Term Loan B-1 — — (11) 11 — — 1 —
Lift Brands, Inc.
Term Loan A — 23,642 — — 23,642 — 519 —
Term Loan B — 4,753 — (2) 4,751 — 236 —
Term Loan C — 4,685 — 2 4,687 — 64 —
Longview Power, LLC
First Lien Term Loan — 634 (2) 1,782 2,414 — 169 —
Longview Intermediate Holdings C, LLC
Membership Units — 2,524 — 5,464 7,988 — — —
Mount Logan Capital Inc.
Common Stock 2,505 199 — (295) 2,409 — — 45
Petroflow Energy Corp.
First Lien Term Loan 10 — (223) 213 — (211) — —
SIMR, LLC
First Lien Term Loan 14,205 1,121 — (1,979) 13,347 — 2,956 —
SIMR Parent, LLC
Class B Membership Units 3,980 — — (3,980) — — — —
Snap Fitness Holdings, Inc.
Class A Stock — 3,078 — 311 3,389 — — —
Warrants — 1,247 — 127 1,374 — — —
Totals $ 106,959 $ 56,451 $ (28,570) $ (17,945) $ 116,895 $ (211) $ 9,965 $ 3,012
See accompanying notes to consolidated financial statements.
95
CĪON Investment Corporation
Consolidated Schedule of Investments
December 31, 2020
(in thousands)
(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.
(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.
(3) Includes PIK interest income.
t. 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, 2019 and 2020, along with transactions during the year ended December 31, 2020 in these controlled investments, were as follows:
Year Ended December 31, 2020 Year Ended December 31, 2020
Controlled Investments Fair Value at
December 31, 2019 Gross
Additions
(Cost)(1) Gross
Reductions
(Cost)(2) Net
Unrealized
Gain (Loss) Fair Value at
December 31, 2020 Net Realized
Gain (Loss) Interest
Income(3) Dividend Income
CION SOF Funding, LLC
Membership Interests $ 31,265 $ — $ (15,750) $ (3,043) $ 12,472 $ — $ — $ 3,518
Totals $ 31,265 $ — $ (15,750) $ (3,043) $ 12,472 $ — $ — $ 3,518
(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.
(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.
(3) Includes PIK interest income.
u. For the year ended December 31, 2020, non-cash dividend income of $1,928 and $332 was recorded on the Company's investment in Conisus Holdings, Inc. and CHC Medical Partners, Inc., respectively.
See accompanying notes to consolidated financial statements.
96
CĪON Investment Corporation
Consolidated Schedule of Investments
December 31, 2020
(in thousands)
v. As of December 31, 2020, 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
1244311 B.C. LTD. Senior Secured First Lien Debt — 6.00% 6.00%
American Consolidated Natural Resources, Inc. Senior Secured First Lien Debt 11.00% 3.00% 14.00%
Anthem Sports & Entertainment Inc. Senior Secured First Lien Debt 7.75% 2.75% 10.50%
Cadence Aerospace, LLC Senior Secured First Lien Debt 4.25% 5.25% 9.50%
Carestream Health, Inc. Senior Secured Second Lien Debt 5.50% 8.00% 13.50%
CHC Solutions Inc. Senior Secured First Lien Debt 8.00% 4.00% 12.00%
CircusTrix Holdings, LLC Senior Secured First Lien Debt — 6.50% 6.50%
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%
David's Bridal, LLC Senior Secured First Lien Debt 6.00% 5.00% 11.00%
David's Bridal, LLC Senior Secured First Lien Debt 6.00% 1.00% 7.00%
Deluxe Entertainment Services, Inc. Senior Secured First Lien Debt 6.00% 1.50% 7.50%
Deluxe Entertainment Services, Inc. Senior Secured Second Lien Debt 7.00% 2.50% 9.50%
F+W Media, Inc. Senior Secured First Lien Debt — 11.50% 11.50%
Hilliard, Martinez & Gonzales, LLP Senior Secured First Lien Debt — 20.00% 20.00%
Homer City Generation, L.P. Senior Secured First Lien Debt — 15.00% 15.00%
Independent Pet Partners Intermediate Holdings, LLC Senior Secured First Lien Debt — 6.00% 6.00%
Jenny C Acquisition, Inc. Senior Secured First Lien Debt — 12.25% 12.25%
LAV Gear Holdings, Inc. Senior Secured First Lien Debt 3.50% 5.00% 8.50%
Lift Brands, Inc. 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%
Plano Molding Company, LLC Senior Secured First Lien Debt 8.50% 1.50% 10.00%
Premiere Global Services, Inc. Senior Secured Second Lien Debt 0.50% 10.00% 10.50%
SEK Holding Co LLC Senior Secured First Lien Debt 9.00% 4.00% 13.00%
SIMR, LLC Senior Secured First Lien Debt 12.00% 7.00% 19.00%
Spinal USA, Inc. / Precision Medical Inc. Senior Secured First Lien Debt — 10.47% 10.47%
West Dermatology Management Holdings, LLC Senior Secured First Lien Debt 6.25% 0.75% 7.00%
WPLM Acquisition Corp. Unsecured Note — 15.00% 15.00%
See accompanying notes to consolidated financial statements
97
CĪON Investment Corporation
Notes to Consolidated Financial Statements
December 31, 2021
(in thousands, except share and per share amounts)
Note 1. Organization and Principal Business
CĪON Investment Corporation, or the Company, was incorporated under the general corporation laws of the State of Maryland on August 9, 2011. On December 17, 2012, the Company successfully raised gross proceeds from unaffiliated outside investors of at least $2,500, or the minimum offering requirement, and commenced operations. The Company is an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a business development company, or BDC, under the 1940 Act. The Company elected to be treated for federal income tax purposes as a regulated investment company, or RIC, as defined under Subchapter M of the Internal Revenue Code of 1986, as amended, or the Code.
The Company’s investment objective is to generate current income and, to a lesser extent, capital appreciation for investors. The Company’s portfolio is comprised primarily of investments in senior secured debt, including first lien loans, second lien loans and unitranche loans, and, to a lesser extent, collateralized securities, structured products and other similar securities, unsecured debt, and equity, of private and thinly-traded U.S. middle-market companies.
The Company is managed by CION Investment Management, LLC, or CIM, a registered investment adviser and an affiliate of the Company. Pursuant to an investment advisory agreement with the Company, CIM oversees the management of the Company’s activities and is responsible for making investment decisions for the Company’s investment portfolio. 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 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.
On July 11, 2017, the members of CIM entered into a third amended and restated limited liability company agreement of CIM, or the Third Amended CIM LLC Agreement, for the purpose of creating a joint venture between AIM and CION Investment Group, LLC, or CIG, an affiliate of the Company. Under the Third Amended CIM LLC Agreement, AIM became a member of CIM and was issued a newly-created class of membership interests in CIM pursuant to which AIM, among other things, shares in the profits, losses, distributions and expenses of CIM with the other members in accordance with the terms of the Third Amended CIM LLC Agreement, which results in CIG and AIM each owning a 50% economic interest in CIM.
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 continues to perform certain services for CIM and the Company. 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.
On December 4, 2017, the members of CIM entered into a fourth amended and restated limited liability company agreement of CIM, or the Fourth Amended CIM LLC Agreement, under which AIM performs certain services for CIM, which include, among other services, providing (a) trade and settlement support; (b) portfolio and cash reconciliation; (c) market pipeline information regarding syndicated deals, in each case, as reasonably requested by CIM; and (d) monthly valuation reports and support for all broker-quoted investments. AIM may also, from time to time, provide the Company with access to potential investment opportunities made available on Apollo's credit platform on a similar basis as other third-party market participants. 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.
98
CĪON Investment Corporation
Notes to Consolidated Financial Statements
December 31, 2021
(in thousands, except share and per share amounts)
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:
Year Ended December 31, 2020 Year Ended December 31, 2019
Weighted average number of shares of common stock outstanding (as reported) 113,635,682 113,708,479
Weighted average number of shares of common stock outstanding (pro-forma) 56,817,920 56,855,618
Net (decrease) increase in net assets per share resulting from operations (as reported) $ (0.10) $ 0.46
Net (decrease) increase in net assets per share resulting from operations (pro-forma) $ (0.19) $ 0.91
Note 2. Summary of Significant Accounting Policies
Basis of Presentation and Consolidation
The accompanying consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP, and include the accounts of the Company and its wholly-owned subsidiaries. The Company is considered an investment company as defined in Accounting Standards Codification Topic 946, Financial Services – Investment Companies , or ASC 946. Accordingly, the required disclosures as outlined in ASC 946 are included in the Company’s consolidated financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. All intercompany balances and transactions have been eliminated in consolidation. The Company does not consolidate its equity interests in CION SOF Funding, LLC, or CION SOF, or CION/EagleTree Partners, LLC, or CION/EagleTree. See Note 7 for a description of the Company’s investments in CION SOF and CION/EagleTree.
The Company evaluates subsequent events through the date that the consolidated financial statements are issued.
Recently Announced Accounting Pronouncements
In March 2020, the Financial Accounting Standards Board, or the FASB, issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , or ASU 2020-04, which provides optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships and other transactions, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued because of the reference rate reform. ASU 2020-04 is effective for all entities as of March 12, 2020 through December 31, 2022. The Company is evaluating the potential impact that the adoption of this guidance will have on the Company’s consolidated financial statements.
Cash and Cash Equivalents
Cash and cash equivalents include cash in banks and highly liquid investments with original maturity dates of three months or less. The Company’s cash and cash equivalents are held principally at one financial institution and at times may exceed insured limits. The Company periodically evaluates the creditworthiness of this institution and has not experienced any losses on such deposits.
Foreign Currency Translations
The accounting records of the Company are maintained in U.S. dollars. All assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the foreign exchange rate on the date of valuation. The Company does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Changes in the relationship of foreign currencies to the U.S. dollar can significantly affect the value of these investments and therefore the earnings of the Company.
Short Term Investments
Short term investments include an investment in a U.S. Treasury obligations fund, which seeks to provide current income and daily liquidity by purchasing U.S. Treasury securities and repurchase agreements that are collateralized by such securities. The Company had $87,917 and $73,597 of such investments at December 31, 2021 and 2020, respectively, which are included in investments, at fair value on the accompanying consolidated balance sheets and on the consolidated schedules of investments.
99
CĪON Investment Corporation
Notes to Consolidated Financial Statements
December 31, 2021
(in thousands, except share and per share amounts)
Offering Costs
Offering costs included, among other things, legal fees and other costs pertaining to the preparation of the Company’s registration statements in connection with the continuous public offerings of the Company’s shares. Certain initial offering costs that were funded by CIG on behalf of the Company were submitted by CIG for reimbursement upon meeting the minimum offering requirement on December 17, 2012. These costs were capitalized and amortized over a twelve month period as an adjustment to capital in excess of par value. All other offering costs were expensed as incurred by the Company. The Company's follow-on continuous public offering ended on January 25, 2019.
Income Taxes
The Company elected to be treated for federal income tax purposes as a RIC under Subchapter M of the Code. To qualify and maintain qualification as a RIC, the Company must, among other things, meet certain source of income and asset diversification requirements and distribute to shareholders, for each taxable year, at least 90% of the Company’s “investment company taxable income”, which is generally equal to the sum of the Company’s net ordinary income plus the excess, if any, of realized net short-term capital gains over realized net long-term capital losses. If the Company continues to qualify as a RIC and continues to satisfy the annual distribution requirement, the Company will not be subject to corporate level federal income taxes on any income that the Company distributes to its shareholders. The Company intends to make distributions in an amount sufficient to maintain RIC status each year and to avoid any federal income taxes on income. The Company will also be subject to nondeductible federal excise taxes if the Company does not distribute at least 98.0% of net ordinary income, 98.2% of capital gains, if any, and any recognized and undistributed income from prior years for which it paid no federal income taxes.
Two of the Company’s wholly-owned consolidated subsidiaries, View ITC, LLC and View Rise, LLC, or collectively the Taxable Subsidiaries, have elected to be treated as taxable entities for U.S. federal income tax purposes. As a result, the Taxable Subsidiaries are not consolidated with the Company for income tax purposes and may generate income tax expense or benefit, and the related tax assets and liabilities, as a result of its ownership of certain portfolio investments. 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 December 31, 2021 or 2020.
Book/tax differences relating to permanent differences are reclassified among the Company’s capital accounts, as appropriate. Additionally, the tax character of distributions is determined in accordance with income tax regulations that may differ from GAAP (see Note 14).
Uncertainty in Income Taxes
The Company evaluates its tax positions to determine if the tax positions taken meet the minimum recognition threshold for the purposes of measuring and recognizing tax liabilities in the consolidated financial statements. Recognition of a tax benefit or liability with respect to an uncertain tax position is required only when the position is “more likely than not” to be sustained assuming examination by the taxing authorities. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the consolidated statements of operations. The Company did not have any uncertain tax positions during the periods presented herein.
The Company is subject to examination by U.S. federal, New York State, New York City and Maryland income tax jurisdictions for 2018, 2019 and 2020.
Use of Estimates
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.
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. The World Health Organization designated COVID-19 as a pandemic, and numerous countries, including the United States, declared national emergencies with respect to COVID-19. The global impact of the outbreak has been rapidly evolving, and as cases of COVID-19 continued to be identified in additional countries, many countries reacted by instituting quarantines and restrictions on travel, closing financial markets and/or restricting trading, and limiting operations of non-essential businesses. Although countries, including the United States, have loosened these restrictions, such actions created and will continue to create disruption in global supply chains, and
100
CĪON Investment Corporation
Notes to Consolidated Financial Statements
December 31, 2021
(in thousands, except share and per share amounts)
adversely impacted many industries. The outbreak could have a continued adverse impact on economic and market conditions and trigger a period of global economic slowdown. 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 December 31, 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 December 31, 2021 inherently less certain than they would be absent the current and potential impacts of COVID-19, including from new variants, such as Delta and Omicron. Actual results may materially differ from those estimates.
Valuation of Portfolio Investments
The fair value of the Company’s investments is determined quarterly in good faith by the Company’s board of directors pursuant to its consistently applied valuation procedures and valuation process in accordance with Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosure , or ASC 820. ASC 820 defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also establishes a three-tier fair value hierarchy that prioritizes and ranks the level of market price observability of inputs used in measuring investments at fair value. Inputs used to measure these fair values are classified into the following hierarchy:
Level 1 - Quoted prices in active markets for identical assets or liabilities, accessible by the Company at the measurement date.
Level 2 - Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices.
Level 3 - Unobservable inputs for the asset or liability. The inputs used in the determination of fair value may require significant management judgment or estimation. Such information may be the result of consensus pricing information or broker quotes that include a disclaimer that the broker would not be held to such a price in an actual transaction. The non-binding nature of consensus pricing and/or quotes accompanied by the disclaimer would result in classification as a Level 3 asset, assuming no additional corroborating evidence.
Market price observability is affected by a number of factors, including the type of investment and the characteristics specific to the investment. Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.
Based on the observability of the inputs used in the valuation techniques, the Company is required to provide disclosures on fair value measurements according to the fair value hierarchy. The level in the fair value hierarchy for each fair value measurement has been determined based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each investment. The level assigned to the investment valuations may not be indicative of the risk or liquidity associated with investing in such investments. Because of the inherent uncertainties of valuation, the values reflected in the consolidated financial statements may differ materially from the value that would be received upon an actual sale of such investments. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses that the Company ultimately realizes on these investments to materially differ from the valuations currently assigned.
A portion of the Company’s investments consist of debt securities that are traded on a private over-the-counter market for institutional investments. CIM attempts to obtain market quotations from at least two brokers or dealers for each investment (if available, otherwise from a principal market maker or a primary market dealer or other independent pricing service). CIM typically uses the average midpoint of the broker bid/ask price to determine fair value unless a different point within the range is more representative. Because of the private nature of this marketplace (meaning actual transactions are not publicly reported) and the non-binding nature of consensus pricing and/or quotes, the Company believes that these valuation inputs result in Level 3 classification within the fair value hierarchy. As these quotes are only indicative of fair value, CIM benchmarks the implied fair value yield and leverage against what has been observed in the market. 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.
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. Investments that carry certain restrictions on sale will typically be valued at a discount from the public market value of the investment.
101
CĪON Investment Corporation
Notes to Consolidated Financial Statements
December 31, 2021
(in thousands, except share and per share amounts)
Any investments that are not publicly traded or for which a market price is not otherwise readily available are valued at a price that reflects its fair value. With respect to such investments, if CIM is unable to obtain market quotations, the investments are reviewed and valued using one or more of the following types of analyses:
i. Market comparable statistics and public trading multiples discounted for illiquidity, minority ownership and other factors for companies with similar characteristics.
ii. Valuations implied by third-party investments in the applicable portfolio companies.
iii. Discounted cash flow analysis, including a terminal value or exit multiple.
Determination of fair value involves subjective judgments and estimates. Accordingly, these notes to the Company’s consolidated financial statements refer to the uncertainty with respect to the possible effect of such valuations, and any change in such valuations, on the Company’s consolidated financial statements. Below is a description of factors that the Company’s board of directors may consider when valuing the Company’s equity and debt investments where a market price is not readily available:
• the size and scope of a portfolio company and its specific strengths and weaknesses;
• prevailing interest rates for like securities;
• expected volatility in future interest rates;
• leverage;
• call features, put features and other relevant terms of the debt;
• the borrower’s ability to adequately service its debt;
• the fair market value of the portfolio company in relation to the face amount of its outstanding debt;
• the quality of collateral securing the Company’s debt investments;
• multiples of earnings before interest, taxes, depreciation and amortization, or EBITDA, cash flows, net income, revenues or, in some cases, book value or liquidation value; and
• other factors deemed applicable.
All of these factors may be subject to adjustment based upon the particular circumstances of a portfolio company or the Company’s actual investment position. For example, adjustments to EBITDA may take into account compensation to previous owners, or acquisition, recapitalization, and restructuring expenses or other related or non-recurring items. The choice of analyses and the weight assigned to such factors may vary across investments and may change within an investment if events occur that warrant such a change.
When CIM uses the discounted cash flow model to value the Company's investments, such model deemed appropriate by CIM is prepared for the applicable investments and reviewed by designated members of CIM’s management team. Such models are prepared at least quarterly or on an as needed basis. The model uses the estimated cash flow projections for the underlying investments and an appropriate discount rate is determined based on the latest financial information available for the borrower, prevailing market trends, comparable analysis and other inputs. The model, key assumptions, inputs, and results are reviewed by designated members of CIM’s management team with final approval from the board of directors.
Consistent with the Company’s valuation policy, the Company evaluates the source of inputs, including any markets in which the Company’s investments are trading, in determining fair value.
The Company periodically benchmarks the broker quotes from the brokers or dealers against the actual prices at which the Company purchases and sells its investments. Based on the results of the benchmark analysis and the experience of the Company’s management in purchasing and selling these investments, the Company believes that these quotes are reliable indicators of fair value. The Company may also use other methods to determine fair value for securities for which it cannot obtain market quotations through brokers or dealers, including the use of an independent valuation firm. 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.
As a practical expedient, the Company used net asset value, or NAV, as the fair value for its equity investments in CION SOF and BCP Great Lakes Fund LP, and the Company uses NAV as the fair value for its equity investments in CION/EagleTree. CION SOF and BCP Great Lakes Fund LP recorded, and CION/EagleTree records, its underlying investments at fair value on a quarterly basis in accordance with ASC 820.
102
CĪON Investment Corporation
Notes to Consolidated Financial Statements
December 31, 2021
(in thousands, except share and per share amounts)
Revenue Recognition
Securities transactions are accounted for on the trade date. The Company records interest and dividend income on an accrual basis beginning on the trade settlement date or the ex-dividend date, respectively, to the extent that the Company expects to collect such amounts. For investments in equity tranches of collateralized loan obligations, the Company records income based on the effective interest rate determined using the amortized cost and estimated cash flows, which is updated periodically. Loan origination fees, original issue discounts, or OID, and market discounts/premiums are recorded and such amounts are amortized as adjustments to interest income over the respective term of the loan using the effective interest rate method. 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.
The Company may have investments in its investment portfolio that contain a PIK interest provision. PIK interest is accrued as interest income if the portfolio company valuation indicates that such PIK interest is collectible and recorded as interest receivable up to the interest payment date. On the interest payment dates, the Company will capitalize the accrued interest receivable attributable to PIK as additional principal due from the borrower. Additional PIK securities typically have the same terms, including maturity dates and interest rates, as the original securities. 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 December 31, 2021 and 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. Interest accrued but not collected at the date a loan or security is placed on non-accrual status is reversed against interest income. Interest income is recognized on non-accrual loans or debt securities only to the extent received in cash. However, where there is doubt regarding the ultimate collectibility of principal, cash receipts, whether designated as principal or interest, are thereafter applied to reduce the carrying value of the loan or debt security. Loans or securities are restored to accrual status only when interest and principal payments are brought current and future payments are reasonably assured.
Dividend income on preferred equity securities is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. 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 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. In certain instances where the Company is invited to participate as a co-lender in a transaction and does not provide significant services in connection with the investment, a portion of loan fees paid to the Company in such situations will be deferred and amortized over the estimated life of the loan as interest income.
Other income includes amendment fees that are fixed based on contractual terms and are generally non-recurring and non-refundable and are recognized as revenue when earned upon closing of the transaction. Other income also includes fees for managerial assistance and other consulting services, loan guarantees, commitments, and other services rendered by the Company to its portfolio companies. Such fees are fixed based on contractual terms and are recognized as fee income when earned.
Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation
Gains or losses on the sale of investments are calculated by using the weighted-average method. The Company measures realized gains or losses by the difference between the net proceeds from the sale and the weighted-average amortized cost of the investment, without regard to unrealized appreciation or depreciation previously recognized, but considering unamortized upfront fees. 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.
103
CĪON Investment Corporation
Notes to Consolidated Financial Statements
December 31, 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. 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.
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. This accrual reflects the incentive fees that would be payable to CIM if the Company’s entire investment portfolio was liquidated at its fair value as of the balance sheet date even though CIM is not entitled to an incentive fee with respect to unrealized gains unless and until such gains are actually realized.
Net Increase (Decrease) in Net Assets per Share
Net increase (decrease) in net assets per share is calculated based upon the daily weighted average number of shares of common stock outstanding during the reporting period.
Distributions
Distributions to shareholders are recorded as of the record date. The amount paid as a distribution is declared by the Company's co-chief executive officers and ratified by the board of directors on a quarterly basis. Net realized capital gains, if any, are distributed at least annually.
Note 3. Share Transactions
The Company’s initial continuous public offering commenced on July 2, 2012 and ended on December 31, 2015. 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 years ended December 31, 2021, 2020 and 2019:
Years Ended December 31,
2021 2020 2019
Shares Amount Shares(1) Amount Shares(1) Amount
Gross shares/proceeds from the offering — $ — — $ — 348,132 $ 6,515
Reinvestment of distributions 970,223 15,489 1,496,266 23,298 2,108,853 35,800
Total gross shares/proceeds 970,223 15,489 1,496,266 23,298 2,456,985 42,315
Sales commissions and dealer manager fees — — — — — (296)
Net shares/proceeds 970,223 15,489 1,496,266 23,298 2,456,985 42,019
Share repurchase program (658,650) (10,467) (1,539,977) (23,300) (2,121,032) (35,799)
Net shares/proceeds from (for) share transactions 311,573 $ 5,022 (43,711) $ (2) 335,953 $ 6,220
(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 December 31, 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 13,523,489 shares of common stock, and gross proceeds paid for shares of common stock tendered for repurchase of $232,430, for which the Company repurchased 13,310,927 shares of common stock.
104
CĪON Investment Corporation
Notes to Consolidated Financial Statements
December 31, 2021
(in thousands, except share and per share amounts)
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 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 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 first applied to the reinvestment of distributions paid 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 was expected to provide. 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. The Company offered to repurchase such shares at a price equal to the estimated net asset value per share on each date of repurchase.
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.
105
CĪON Investment Corporation
Notes to Consolidated Financial Statements
December 31, 2021
(in thousands, except share and per share amounts)
The following table summarizes the share repurchases completed during the years ended December 31, 2020 and 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
2020
March 31, 2020 March 30, 2020 538,115 13% $ 15.00 $ 8,071
June 30, 2020(1) N/A 882 N/A 15.00 14
September 30, 2020 N/A — N/A N/A —
December 31, 2020 December 30, 2020 1,000,980 20% 15.20 15,215
Total for the year ended December 31, 2020 1,539,977 $ 23,300
2021
March 31, 2021 March 24, 2021 337,731 6% $ 15.67 $ 5,291
June 30, 2021 June 23, 2021 320,127 7% 16.13 5,163
September 30, 2021(3) N/A 792 N/A 16.13 13
December 31, 2021 N/A — — — —
Total for the year ended December 31, 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 March 3, 2022, the Company did not repurchase any shares of common stock pursuant to the share repurchase policy.
106
CĪON Investment Corporation
Notes to Consolidated Financial Statements
December 31, 2021
(in thousands, except share and per share amounts)
Note 4. Transactions with Related Parties
For the years ended December 31, 2021, 2020 and 2019, fees and other expenses incurred by the Company related to CIM and its affiliates were as follows:
Years Ended December 31,
Entity Capacity Description 2021 2020 2019
CION Securities, LLC Dealer manager Dealer manager fees(1) $ — $ — $ 121
CIM Investment adviser Management fees(2) 31,143 31,828 36,466
CIM Investment adviser Incentive fees(2) 6,875 7,631 20,087
CIM Administrative services provider Administrative services expense(2) 3,069 2,465 2,650
Apollo Investment Administration, L.P. Administrative services provider Transaction costs(2) 105 56 146
$ 41,192 $ 41,980 $ 59,470
(1) Amounts charged directly to equity.
(2) Amounts charged directly to operations.
On December 28, 2016, the Company entered into an amended and restated follow-on dealer manager agreement with CIM and CION Securities, LLC (formerly, ICON Securities, LLC), or CION Securities, in connection with the Company's follow-on continuous public offering, which ended on January 25, 2019. Under the amended and restated dealer manager agreement, the dealer manager fee was reduced from up to 3% to up to 2% of gross offering proceeds and selling commissions to the selling dealers were reduced from up to 7% to up to 3% of gross offering proceeds. Such costs were charged against capital in excess of par value when incurred. Since commencing its initial continuous public offering on July 2, 2012 through January 25, 2019, the Company paid or accrued sales commissions of $65,278 to the selling dealers and dealer manager fees of $32,628 to CION Securities.
The Company has entered into an investment advisory agreement with CIM. 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. 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%. At the Special Meeting of Shareholders on December 30, 2021, shareholders approved a proposal to reduce the Company’s asset coverage ratio to 150%. As a result, commencing on December 31, 2021, the Company is required to maintain asset coverage for its senior securities of 150% (i.e., $2 of debt outstanding for each $1 of equity) rather than 200%. 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 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 years ended December 31, 2021 and 2020, the Company recorded subordinated incentive fees on income of $6,875 and $7,631, respectively. As of December 31, 2021 and 2020, the liabilities recorded for subordinated incentive fees were $3,942 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.
107
CĪON Investment Corporation
Notes to Consolidated Financial Statements
December 31, 2021
(in thousands, except share and per share amounts)
The Company accrues the capital gains incentive fee based on net realized gains and net unrealized appreciation; 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 years ended December 31, 2021, 2020 and 2019, the Company had no liability for and did not record any capital gains incentive fees.
On April 1, 2018, the Company entered into an administration agreement with CIM pursuant to which CIM furnishes the Company with administrative services including accounting, investor relations and other administrative services necessary to conduct its day-to-day operations. CIM is reimbursed for administrative expenses it incurs on the Company’s behalf in performing its obligations, provided that such reimbursement is for the lower of CIM’s actual costs or the amount that the Company would have been required to pay for comparable administrative services in the same geographic location. Such costs are reasonably allocated to the Company on the basis of assets, revenues, time records or other reasonable methods. The Company does not reimburse CIM for any services for which it receives a separate fee or for rent, depreciation, utilities, capital equipment or other administrative items allocated to a person with a controlling interest in CIM. 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.
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. AIA is reimbursed for administrative expenses it incurs on the Company’s behalf in performing its obligations, provided that such reimbursement is reasonable, and costs and expenses incurred are documented. The servicing agreement may be terminated at any time, without the payment of any penalty, by either party, upon 60 days' written notice to the other party.
On January 30, 2013, the Company entered into the expense support and conditional reimbursement agreement with CIG, whereby CIG agreed to provide expense support to the Company in an amount that was sufficient to: (1) ensure that no portion of the Company’s distributions to shareholders was paid from its offering proceeds or borrowings, and/or (2) reduce the Company’s operating expenses until it achieved economies of scale sufficient to ensure that the Company bore a reasonable level of expense in relation to its investment income. On December 16, 2015, the Company further amended and restated the expense support and conditional reimbursement agreement for purposes of including AIM as a party to the agreement. On January 2, 2018, the Company entered into an expense support and conditional reimbursement agreement with CIM for purposes of, among other things, replacing CIG and AIM with CIM as the expense support provider pursuant to the terms of the expense support and conditional reimbursement agreement.
Pursuant to the expense support and conditional reimbursement agreement, the Company had a conditional obligation to reimburse CIM for any amounts funded by CIM under such agreement (i) if expense support amounts funded by CIM exceeded operating expenses incurred during any fiscal quarter, (ii) if the sum of the Company’s net investment income for tax purposes, net capital gains and the amount of any dividends and other distributions paid to the Company on account of investments in portfolio companies (to the extent not included in net investment income or net capital gains for tax purposes) exceeded the distributions paid by the Company to shareholders, and (iii) during any fiscal quarter that occurred within three years of the date on which CIM funded such amount. The obligation to reimburse CIM for any expense support provided by CIM under such agreement was further conditioned by the following: (i) in the period in which reimbursement was sought, the ratio of operating expenses to average net assets, when considering the reimbursement, could not have exceeded the ratio of operating expenses to average net assets, as defined, for the period when the expense support was provided; (ii) in the period when reimbursement was sought, the annualized distribution rate could not have fallen below the annualized distribution rate for the period when the expense support was provided; and (iii) the expense support could have only been reimbursed within three years from the date the expense support was provided.
Expense support, if any, was determined as appropriate to meet the objectives of the expense support and conditional reimbursement agreement. For the years ended December 31, 2021, 2020 and 2019, 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 years ended December 31, 2021, 2020 or 2019.
On December 31, 2021, the Company and CIM allowed the expense support and conditional reimbursement agreement to expire in accordance with its terms. There was no unreimbursed expense support funded by CIM upon such expiration. The specific amount of expense support provided by CIM, if any, was determined at the end of each quarter.
108
CĪON Investment Corporation
Notes to Consolidated Financial Statements
December 31, 2021
(in thousands, except share and per share amounts)
As of December 31, 2021 and 2020, the total liability payable to CIM and its affiliates was $12,332 and $13,275, respectively, which primarily related to fees earned by CIM during the three months ended December 31, 2021 and 2020, respectively.
In the event that CIM undertakes to provide investment advisory services to other clients in the future, it will strive to allocate investment opportunities in a fair and equitable manner consistent with the Company’s investment objective and strategies so that the Company will not be disadvantaged in relation to any other client of the investment adviser or its senior management team. However, it is currently possible that some investment opportunities will be provided to other clients of CIM rather than to the Company.
Indemnifications
The investment advisory agreement, the administration agreement and the dealer manager agreement each provide certain indemnifications from the Company to the other relevant parties to such agreements. The Company’s maximum exposure under these agreements is unknown. However, the Company has not experienced claims or losses pursuant to these agreements and believes the risk of loss related to such indemnifications to be remote.
Note 5. Distributions
From February 1, 2014 through July 17, 2017, the Company’s board of directors authorized and declared on a monthly basis a weekly distribution amount per share of common stock. On July 18, 2017, the Company's board of directors authorized and declared on a quarterly basis a weekly distribution amount per share of common stock. 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 Old DRP. On July 15, 2020, the board of directors determined to recommence the payment of distributions to shareholders in August 2020. 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 fo r 11, 19 and 53 record dates during the years ended December 31, 2021, 2020 and 2019, respectively.
The following table presents distributions per share that were declared during the years ended December 31, 2021, 2020 and 2019:
Distributions
Three Months Ended Per Share(1) Amount
2019
March 31, 2019 (thirteen record dates) $ 0.3657 $ 20,772
June 30, 2019 (thirteen record dates) 0.3657 20,801
September 30, 2019 (thirteen record dates) 0.3657 20,798
December 31, 2019 (fourteen record dates) 0.3939 22,401
Total distributions for the year ended December 31, 2019 $ 1.4910 $ 84,772
2020
March 31, 2020 (thirteen record dates) $ 0.3657 $ 20,793
June 30, 2020 (no record dates) — —
September 30, 2020 (two record dates) 0.1765 10,011
December 31, 2020 (four record dates) 0.5684 32,479
Total distributions for the year ended December 31, 2020 $ 1.1106 $ 63,283
2021
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
(1) The amount of each per share distribution has been retroactively adjusted to reflect the Reverse Stock Split as discussed in Note 3.
109
CĪON Investment Corporation
Notes to Consolidated Financial Statements
December 31, 2021
(in thousands, except share and per share amounts)
On November 12, 2021, the Company’s 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, the Company’s 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 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 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 first applied to the reinvestment of distributions paid on December 8, 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 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 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 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, and dividends or other distributions paid to it on account of preferred and common equity investments in portfolio companies. Any such distributions can only be sustained if the Company maintains positive investment performance in future periods. There can be no assurances that the Company will maintain such performance in order to sustain these distributions or be able to pay distributions at all. On December 31, 2021, the Company and CIM allowed the expense support and conditional reimbursement agreement to expire in accordance with its terms. As a result, CIM has no obligation to provide expense support to the Company in future periods. For the years ended December 31, 2021, 2020 and 2019, 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.
110
CĪON Investment Corporation
Notes to Consolidated Financial Statements
December 31, 2021
(in thousands, except share and per share amounts)
The following table reflects the sources of distributions on a GAAP basis that the Company has declared on its shares of common stock during the years ended December 31, 2021, 2020 and 2019:
Years Ended December 31,
2021 2020 2019
Source of Distribution Per Share(1) Amount Percentage Per Share(1) Amount Percentage Per Share(1) Amount Percentage
Net investment income $ 1.2592 $ 71,530 100.0 % $ 1.1106 $ 63,283 100.0 % $ 1.4910 $ 84,722 100.0 %
Total distributions $ 1.2592 $ 71,530 100.0 % $ 1.1106 $ 63,283 100.0 % $ 1.4910 $ 84,722 100.0 %
(1) The per share amount has been retroactively adjusted to reflect the Reverse Stock Split as discussed in Note 3.
Note 6. Investments
The composition of the Company’s investment portfolio as of December 31, 2021 and 2020 at amortized cost and fair value was as follows:
December 31, 2021 December 31, 2020
Cost(1) Fair
Value Percentage of
Investment
Portfolio Cost(1) Fair
Value Percentage of
Investment
Portfolio
Senior secured first lien debt $ 1,564,891 $ 1,526,989 91.6 % $ 1,266,564 $ 1,223,268 81.8 %
Senior secured second lien debt 55,455 38,583 2.3 % 171,480 151,506 10.1 %
Collateralized securities and structured products - equity 3,885 2,998 0.2 % 15,305 12,131 0.8 %
Unsecured debt 26,777 26,616 1.6 % 5,668 5,464 0.4 %
Equity 53,379 70,936 4.3 % 118,638 103,405 6.9 %
Subtotal/total percentage 1,704,387 1,666,122 100.0 % 1,577,655 1,495,774 100.0 %
Short term investments(2) 87,917 87,917 73,597 73,597
Total investments $ 1,792,304 $ 1,754,039 $ 1,651,252 $ 1,569,371
(1) Cost represents the original cost adjusted for the amortization of premiums and/or accretion of discounts, as applicable, for debt investments and cost for equity investments.
(2) 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.
111
CĪON Investment Corporation
Notes to Consolidated Financial Statements
December 31, 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 December 31, 2021 and 2020:
December 31, 2021 December 31, 2020
Industry Classification Investments at
Fair Value Percentage of
Investment Portfolio Investments at
Fair Value Percentage of
Investment Portfolio
Healthcare & Pharmaceuticals $ 250,049 15.0 % $ 298,944 19.9 %
Services: Business 240,316 14.4 % 211,572 14.0 %
Media: Diversified & Production 139,399 8.4 % 108,078 7.2 %
Services: Consumer 119,365 7.2 % 85,254 5.7 %
Chemicals, Plastics & Rubber 109,860 6.6 % 141,654 9.5 %
Diversified Financials 101,032 6.1 % 37,214 2.5 %
Media: Advertising, Printing & Publishing 94,610 5.7 % 110,083 7.4 %
Capital Equipment 82,795 5.0 % 65,752 4.4 %
High Tech Industries 65,544 3.9 % 55,619 3.7 %
Consumer Goods: Durable 58,124 3.5 % 7,417 0.5 %
Retail 56,726 3.4 % 29,312 2.0 %
Hotel, Gaming & Leisure 50,855 3.0 % 21,920 1.5 %
Beverage, Food & Tobacco 49,054 2.9 % 69,975 4.7 %
Consumer Goods: Non-Durable 45,682 2.7 % 15,757 1.1 %
Banking, Finance, Insurance & Real Estate 40,634 2.4 % 41,211 2.8 %
Aerospace & Defense 38,279 2.3 % 35,751 2.4 %
Energy: Oil & Gas 32,164 1.9 % 28,136 1.9 %
Construction & Building 27,585 1.7 % 34,653 2.3 %
Telecommunications 24,649 1.5 % 46,638 3.1 %
Automotive 14,367 0.9 % — —
Transportation: Cargo 14,106 0.8 % 19,001 1.3 %
Metals & Mining 10,927 0.7 % 10,147 0.7 %
Forest Products & Paper — — 21,686 1.4 %
Subtotal/total percentage 1,666,122 100.0 % 1,495,774 100.0 %
Short term investments 87,917 73,597
Total investments $ 1,754,039 $ 1,569,371
December 31, 2021 December 31, 2020
Geographic Dispersion(1) Investments at
Fair Value Percentage of
Investment Portfolio Investments at
Fair Value Percentage of
Investment Portfolio
United States $ 1,653,615 99.3 % $ 1,446,950 96.8 %
Canada 8,739 0.5 % 14,775 1.0 %
Cayman Islands 2,998 0.2 % 12,131 0.8 %
Bermuda 770 — 676 —
Luxembourg — — 10,034 0.7 %
Netherlands — — 7,651 0.5 %
Cyprus — — 3,557 0.2 %
Subtotal/total percentage 1,666,122 100.0 % 1,495,774 100.0 %
Short term investments 87,917 73,597
Total investments $ 1,754,039 $ 1,569,371
(1) The geographic dispersion is determined by the portfolio company's country of domicile.
112
CĪON Investment Corporation
Notes to Consolidated Financial Statements
December 31, 2021
(in thousands, except share and per share amounts)
As of December 31, 2021 and 2020, investments on non-accrual status represented 0.7% 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 December 31, 2021 and 2020, the Company’s unfunded commitments amounted to $107,247 and $43,130, respectively. As of March 3, 2022, the Company’s unfunded commitments amounted to $104,456. 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. Refer to Note 11 for further details on the Company’s unfunded commitments.
Note 7. Joint Ventures
CION/EagleTree Partners, LLC
On December 21, 2021, the Company formed CION/EagleTree, an off-balance sheet joint venture partnership with ET-BC Debt Opportunities, LP, or ET-BC, which is an affiliate of EagleTree Capital, LP, or EagleTree. EagleTree made a Firm-level investment with proprietary capital. CION/EagleTree will jointly pursue debt opportunities and special situation, crossover, subordinated and other junior capital investments that leverage the Company's and EagleTree's combined sourcing and portfolio management capabilities.
The Company contributed a portfolio of second lien loans and equity investments and ET-BC contributed proprietary Firm-level cash in exchange for 85% and 15%, respectively, of the senior secured notes, participating preferred equity, and common share interests of CION/EagleTree. The Company and ET-BC are not required to make any additional capital contributions to CION/EagleTree. The Company’s equity investment in CION/EagleTree is not redeemable. All portfolio and other material decisions regarding CION/EagleTree must be submitted to its board of managers, which is comprised of four members, two of whom were selected by the Company and the other two were selected by ET-BC. Further, all portfolio and other material decisions require the affirmative vote of at least one board member from the Company and one board member from ET-BC.
The Company also serves as administrative agent to CION/EagleTree to provide servicing functions and other administrative services. In certain cases, these servicing functions and other administrative services may be performed by CIM.
On December 21, 2021, CION/EagleTree issued senior secured notes of $61,629 to the Company and $10,875 to ET-BC, or the CION/EagleTree Notes. The CION/EagleTree Notes bear interest at a fixed rate of 14.0% per year and are secured by a first priority security interest in all of the assets of CION/EagleTree. The obligations of CION/EagleTree under the CION/EagleTree Notes are non-recourse to the Company.
In accordance with ASU 2015-02, Consolidation , the Company determined that CION/EagleTree is not a variable interest entity, or VIE. The Company's maximum exposure to losses from CION/EagleTree is limited to its investment in CION/EagleTree.
113
CĪON Investment Corporation
Notes to Consolidated Financial Statements
December 31, 2021
(in thousands, except share and per share amounts)
The following table sets forth the individual investments in CION/EagleTree's portfolio as of December 31, 2021:
Portfolio Company Index Rate(a) Industry Principal/
Par Amount/
Units Cost(b) Fair
Value
Senior Secured Second Lien Debt
Access CIG, LLC, L+775, 0.00% LIBOR Floor, 2/27/2026 1 Month LIBOR Services: Business $ 7,250 $ 7,214 $ 7,256
Carestream Health, Inc., L+1250, 1.00% LIBOR Floor, 8/8/2023 3 Month LIBOR Healthcare & Pharmaceuticals 12,460 12,057 12,242
Dayton Superior Corp., L+700, 2.00% LIBOR Floor, 12/4/2024 3 Month LIBOR Construction & Building 1,477 1,479 1,478
MedPlast Holdings, Inc., L+775, 0.00% LIBOR Floor, 7/2/2026 1 Month LIBOR Healthcare & Pharmaceuticals 6,750 6,004 6,446
Ministry Brands, LLC, L+925, 1.00% LIBOR Floor, 6/2/2023 1 Month LIBOR Services: Business 7,000 6,983 7,000
Zest Acquisition Corp., L+750, 1.00% LIBOR Floor, 3/14/2026 1 Month LIBOR Healthcare & Pharmaceuticals 15,000 14,776 14,925
Total Senior Secured Second Lien Debt 48,513 49,347
Collateralized Securities and Structured Products - Equity
Ivy Hill Middle Market Credit Fund VIII, Ltd. Subordinated Loan, 11.84% Estimated Yield, 2/2/2026 (c) Diversified Financials 10,000 9,997 9,856
Total Collateralized Securities and Structured Products - Equity 9,997 9,856
Equity
American Clinical Solutions LLC, Class A Membership Interests(d) Healthcare & Pharmaceuticals 6,030,384 Units 5,200 5,729
Anthem Sports and Entertainment Inc., Class A Preferred Stock Warrants(d) Media: Diversified & Production 1,469 Units 486 1,704
Anthem Sports and Entertainment Inc., Class B Preferred Stock Warrants(d) Media: Diversified & Production 255 Units — 297
Anthem Sports and Entertainment Inc., Common Stock Warrants(d) Media: Diversified & Production 4,746 Units — 2,572
BCP Great Lakes Fund LP, Partnership Interests (5.6% ownership) Diversified Financials N/A 11,118 11,224
Carestream Health Holdings, Inc., Warrants(d) Healthcare & Pharmaceuticals 388 Units 500 801
CHC Medical Partners, Inc., Series C Preferred Stock, 12% Dividend Healthcare & Pharmaceuticals 2,727,273 Units 7,564 7,964
Dayton HoldCo, LLC, Membership Units(d) Construction & Building 37,264 Units 8,400 11,166
HDNet Holdco LLC, Preferred Unit Call Option(d) Media: Diversified & Production 1 Unit — —
HW Ultimate Holdings, LP, Class A Membership Units, 4% Dividend Capital Equipment 2,000,000 Units 2,002 2,021
Skillsoft Corp., Class A Common Stock(d) High Tech Industries 243,425 Units 2,000 2,227
Spinal USA, Inc. / Precision Medical Inc., Warrants(d) Healthcare & Pharmaceuticals 20,667,324 Units — —
Tenere Inc., Warrants(d) Capital Equipment N/A 1,166 1,235
Total Equity 38,436 46,940
TOTAL INVESTMENTS $ 96,946 $ 106,143
a. The 1 and 3 month LIBOR rates were 0.10% and 0.21%, respectively, as of December 31, 2021. The actual LIBOR rate for each loan listed may not be the applicable LIBOR rate as of December 31, 2021, as the loan may have been priced or repriced based on a LIBOR rate prior to or subsequent to December 31, 2021.
b. Represents amortized cost for debt securities and cost for equity investments.
c. The CLO subordinated notes are considered equity positions in the CLO vehicles and are not rated. Equity investments are entitled to recurring distributions, which are generally equal to the remaining cash flow of the payments made by the underlying vehicle's securities less contractual payments to debt holders and expenses. The estimated yield indicated is based upon a current projection of the amount and timing of these recurring distributions and the estimated amount of repayment of principal upon termination. Such projections are periodically reviewed and adjusted, and the estimated yield may not ultimately be realized.
d. Non-income producing security.
The following table includes selected balance sheet information for CION/EagleTree as of December 31, 2021:
Selected Balance Sheet Information: December 31, 2021
Investments, at fair value (amortized cost of $96,946) $ 106,143
Cash and other assets 1,776
Dividend receivable on investments 265
Interest receivable on investments 109
Total assets $ 108,293
Senior secured notes $ 72,504
Other liabilities 735
Total liabilities 73,239
Members' capital 35,054
Total liabilities and members' capital $ 108,293
114
CĪON Investment Corporation
Notes to Consolidated Financial Statements
December 31, 2021
(in thousands, except share and per share amounts)
The following table includes selected statement of operations information for CION/EagleTree for the period from December 21, 2021 (commencement of operations) through December 31, 2021:
Selected Statement of Operations Information: Period from December 21, 2021 (Commencement of Operations) through December 31, 2021
Total revenues $ 688
Total expenses 800
Net change in unrealized appreciation on investments 9,197
Net increase in net assets $ 9,085
CION SOF Funding, LLC
CION SOF was organized on May 21, 2019 as a Delaware limited liability company and commenced operations on October 2, 2019 when the Company and BCP Special Opportunities Fund I, LP, or BCP, entered into the limited liability company agreement of CION SOF for purposes of establishing the manner in which the parties would invest in and co-manage CION SOF. CION SOF invested primarily in senior secured loans of U.S. middle-market companies. The Company and BCP contributed a portfolio of loans to CION SOF representing membership equity of $31,289 and $4,470, respectively, in exchange for 87.5% and 12.5% of the membership interests of CION SOF, respectively.
In December 2020, the Company and BCP elected to wind-down the operations of CION SOF. On January 28, 2021, CION SOF sold all of its remaining debt and equity investments to the Company. On March 18, 2021, CION SOF declared final distributions and on March 19, 2021, distributed all remaining capital to the Company and BCP.
The Company and BCP were not required to make any additional capital contributions to CION SOF. The Company’s equity investment in CION SOF was not redeemable. All portfolio and other material decisions regarding CION SOF required approval of its board of managers, which was comprised of four members, two of whom were selected by the Company and the other two were selected by BCP. Further, all portfolio and other material decisions required the affirmative vote of at least one board member from the Company and one board member from BCP.
The Company also served as administrative agent to CION SOF to provide loan servicing functions and other administrative services. In certain cases, these loan servicing functions and other administrative services were performed by CIM.
On October 2, 2019, CION SOF entered into a senior secured credit facility, or the SOF Credit Facility, with Morgan Stanley Bank, N.A., or MS, for borrowings of up to a maximum amount of $75,000. Advances under the SOF Credit Facility were available through October 2, 2022 and bore interest at a floating rate equal to the three-month LIBOR, plus a spread of (i) 3.0% per year through October 1, 2022 and (i) 3.5% per year thereafter through October 2, 2024. CION SOF's obligations to MS under the SOF Credit Facility were secured by a first priority security interest in all of the assets of CION SOF. The obligations of CION SOF under the SOF Credit Facility were non-recourse to the Company. On October 2, 2019, CION SOF drew down $64,702 of borrowings under the SOF Credit Facility. On December 14, 2020, CION SOF repaid to MS all amounts outstanding under the SOF Credit Facility.
For the years ended December 31, 2021 and 2020, the Company recorded dividend income from its equity interest in CION SOF of $0 and $3,518, respectively.
In accordance with ASU 2015-02, Consolidation , the Company determined that CION SOF was a VIE. However, the Company was not the primary beneficiary and therefore did not consolidate CION SOF. The Company's maximum exposure to losses from CION SOF was limited to its equity contribution to CION SOF.
115
CĪON Investment Corporation
Notes to Consolidated Financial Statements
December 31, 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:
Portfolio Company Index Rate(a) Industry Principal/
Par Amount/
Units Cost(b) Fair
Value
Senior Secured First Lien Debt
Alert 360 Opco, Inc., L+600, 1.00% LIBOR Floor, 10/16/2025 1 Month LIBOR Services: Consumer $ 2,501 $ 2,501 $ 2,501
Total Senior Secured First Lien Debt 2,501 2,501
Equity
Alert 360 Topco, Inc., Common Stock
Services: Consumer 119,445 Units 741 741
Total Equity 741 741
Short Term Investments(c)
First American Treasury Obligations Fund, Class Z Shares, 0.03%(d) 10,591 10,591
Total Short Term Investments 10,591 10,591
TOTAL INVESTMENTS $ 13,833 $ 13,833
a. The 1 month LIBOR rate was 0.14% as of December 31, 2020. The actual LIBOR rate for the 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.
b. Represents amortized cost for debt securities and cost for equity investments.
c. 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.
d. 7-day effective yield as of December 31, 2020.
The following table includes selected balance sheet information for CION SOF as of December 31, 2020:
Selected Balance Sheet Information: December 31, 2020
Investments, at fair value (amortized cost of $13,833) $ 13,833
Cash and other assets 41
Interest receivable on investments 454
Total assets $ 14,328
Other liabilities $ 75
Total liabilities 75
Members' capital 14,253
Total liabilities and members' capital $ 14,328
The following table includes selected statement of operations information for CION SOF for the years ended December 31, 2021 and 2020:
Selected Statement of Operations Information: Year Ended
December 31, 2021 Year Ended
December 31, 2020
Total revenues $ 29 $ 7,874
Total expenses 29 3,934
Net realized loss on investments — (3,427)
Net change in unrealized appreciation on investments — 28
Net increase in net assets $ — $ 541
116
CĪON Investment Corporation
Notes to Consolidated Financial Statements
December 31, 2021
(in thousands, except share and per share amounts)
Note 8. Financing Arrangements
The following table presents summary information with respect to the Company’s outstanding financing arrangements as of December 31, 2021:
Financing Arrangement Type of Financing Arrangement Rate Amount Outstanding Amount Available Maturity Date
JPM Credit Facility Term Loan Credit Facility L+3.10% $ 550,000 $ 25,000 May 15, 2024
2026 Notes(1) Note Purchase Agreement 4.50% 125,000 — February 11, 2026
UBS Facility Repurchase Agreement L+3.375% 125,000 25,000 November 19, 2023
More Term Loan(2) Term Loan Facility Agreement 5.20% 30,000 — September 30, 2024
$ 830,000 $ 50,000
(1) As of December 31, 2021, the fair value of the 2026 Notes was $125,000, which was based on a yield analysis and discount rate commensurate with the market yields for similar types of debt. The fair value of these debt obligations would be categorized as Level 3 under ASC 820 as of December 31, 2021.
(2) As of December 31, 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 December 31, 2021.
JPM Credit Facility
On August 26, 2016, 34th Street entered into a senior secured credit facility with JPM. The senior secured credit facility with JPM, or the JPM Credit Facility, provided for borrowings in an aggregate principal amount of $150,000, of which $25,000 could have been funded as a revolving credit facility, each subject to conditions described in the JPM Credit Facility. On August 26, 2016, 34th Street drew down $57,000 of borrowings under the JPM Credit Facility. On August 21, 2018, 34th Street drew down $25,577 of additional borrowings under the Amended JPM Credit Facility (as defined below).
On September 30, 2016, July 11, 2017, November 28, 2017 and May 23, 2018, 34th Street amended and restated the JPM Credit Facility, or the Amended JPM Credit Facility, with JPM. Under the Amended JPM Credit Facility entered into on September 30, 2016, the aggregate principal amount available for borrowings was increased from $150,000 to $225,000, of which $25,000 could have been funded as a revolving credit facility, subject to conditions described in the Amended JPM Credit Facility. On September 30, 2016, 34th Street drew down $167,423 of additional borrowings under the Amended JPM Credit Facility, a portion of which was used to purchase the portfolio of loans from Credit Suisse Park View BDC, Inc. 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 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 (each as described below) and repay $100,000 of advances outstanding under the UBS Facility (as described below). Under the Second Amended JPM Credit Facility, the aggregate principal amount available for borrowings was increased from $275,000 to $700,000, of which $75,000 may be funded as a revolving credit facility, subject to conditions described in the Second Amended JPM Credit Facility, during the reinvestment period. Under the Second Amended JPM Credit Facility, the reinvestment period was extended until May 15, 2022 and the maturity date was extended to May 15, 2023. Advances under the Second Amended JPM Credit Facility bore interest at a floating rate equal to the three-month LIBOR, plus a spread of 3.25% per year.
On February 26, 2021, 34th Street amended and restated the Second Amended JPM Credit Facility, or the Third Amended JPM Credit Facility, with JPM. Under the Third Amended JPM Credit Facility, the aggregate principal amount available for borrowings was reduced from $700,000 to $575,000, subject to conditions described in the Third Amended JPM Credit Facility. In addition, under the Third Amended JPM Credit Facility, the reinvestment period was extended from May 15, 2022 to May 15, 2023 and the maturity date was extended from May 15, 2023 to May 15, 2024. Advances under the Third Amended JPM Credit Facility bear interest at a floating rate equal to the three-month LIBOR, plus a spread of 3.10% per year, which was reduced from a spread of 3.25% per year. 34th Street incurred certain customary costs and expenses in connection with the Third Amended JPM Credit Facility. No other material terms of the Second JPM Credit Facility were revised in connection with the Third Amended JPM Credit Facility. On February 17, 2021, 34th Street repaid $125,000 of borrowings under the Third Amended JPM Credit Facility.
117
CĪON Investment Corporation
Notes to Consolidated Financial Statements
December 31, 2021
(in thousands, except share and per share amounts)
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. On December 13, 2021, 34th Street repaid $25,000 of borrowings under the Third Amended JPM Credit Facility.
Interest is payable quarterly in arrears. 34th Street may prepay advances pursuant to the terms and conditions of the Third Amended JPM Credit Facility, subject to a 1% premium in certain circumstances. In addition, 34th Street will be subject to a non-usage fee of 1.0% per year on the amount, if any, of the aggregate principal amount available under the Third Amended JPM Credit Facility that has not been borrowed through May 14, 2023. The non-usage fees, if any, are payable quarterly in arrears.
As of December 31, 2021 and 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. 34th Street’s obligations to JPM under the Third Amended JPM Credit Facility are secured by a first priority security interest in all of the assets of 34th Street. The obligations of 34th Street under the Third Amended JPM Credit Facility are non-recourse to the Company, and the Company’s exposure under the Third Amended JPM Credit Facility is limited to the value of the Company’s investment in 34th Street.
In connection with the Third Amended JPM Credit Facility, 34th Street 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 year ended December 31, 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 December 31, 2021 and will amortize to interest expense over the term of the Third Amended JPM Credit Facility. At December 31, 2021, the unamortized portion of the debt issuance costs was $4,649.
For the years ended December 31, 2021 and 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:
Year Ended
December 31, 2021 Year Ended
December 31, 2020
Stated interest expense $ 18,299 $ 19,069
Amortization of deferred financing costs 2,119 1,582
Non-usage fee 457 509
Total interest expense $ 20,875 $ 21,160
Weighted average interest rate(1) 3.36 % 3.90 %
Average borrowings $ 549,110 $ 493,122
(1) Includes the stated interest expense and non-usage fee 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.
2026 Notes
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.
118
CĪON Investment Corporation
Notes to Consolidated Financial Statements
December 31, 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, 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. For any redemptions occurring on or before February 11, 2024, the discounted value portion of the “make whole amount” is calculated by applying a discount rate on the same periodic basis as that on which interest on the 2026 Notes is payable equal to the sum of 0.50% plus the yield to maturity of the most recently issued U.S. Treasury securities having a maturity equal to the remaining average life of the 2026 Notes, or if there are no such U.S. Treasury securities, using such implied yield to maturity determined in accordance with the terms of the Note Purchase Agreement.
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 year ended December 31, 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 December 31, 2021, the aggregate principal amount of 2026 Notes outstanding was $125,000.
Through December 31, 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 December 31, 2021 and will amortize to interest expense over the term of the 2026 Notes. At December 31, 2021, the unamortized portion of the debt issuance costs was $2,195.
For the period from February 11, 2021 through December 31, 2021, the components of interest expense, average borrowings, and weighted average interest rate for the 2026 Notes were as follows:
For the Period from February 11, 2021 through December 31, 2021
Stated interest expense $ 5,062
Amortization of deferred financing costs 473
Total interest expense $ 5,535
Weighted average interest rate(1) 4.50 %
Average borrowings $ 125,000
(1) Includes the stated interest expense on the 2026 Notes and is annualized for periods covering less than one year.
119
CĪON Investment Corporation
Notes to Consolidated Financial Statements
December 31, 2021
(in thousands, except share and per share amounts)
UBS Facility
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.
Pursuant to the financing arrangement, assets in the Company's portfolio may be contributed from time to time to Murray Hill Funding II through Murray Hill Funding, LLC, or Murray Hill Funding, each a newly-formed, wholly-owned, special-purpose financing subsidiary of the Company. On May 19, 2017, the Company contributed assets to Murray Hill Funding II. The assets held by Murray Hill Funding II secure the obligations of Murray Hill Funding II under Class A-1 Notes, or the Notes, issued by Murray Hill Funding II. Pursuant to an Indenture, dated May 19, 2017, between Murray Hill Funding II and U.S. Bank National Association, or U.S. Bank, as trustee, or the Indenture, the aggregate principal amount of Notes that may be issued by Murray Hill Funding II from time to time was $192,308. Murray Hill Funding purchased the Notes issued by Murray Hill Funding II at a purchase price equal to their par value. 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.
Principal on the Notes will be due and payable on the stated maturity date of May 19, 2027. Pursuant to the Indenture, Murray Hill Funding II made certain representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar transactions. The Indenture contains events of default customary for similar transactions, including, without limitation: (a) the failure to make principal payments on the Notes at their stated maturity or any earlier redemption date or to make interest payments on the Notes and such failure is not cured within three business days; (b) the failure to disburse amounts in accordance with the priority of payments and such failure is not cured within three business days; and (c) the occurrence of certain bankruptcy and insolvency events with respect to Murray Hill Funding II or Murray Hill Funding.
Murray Hill Funding, in turn, entered into a repurchase transaction with UBS, pursuant to the terms of a Global Master Repurchase Agreement and the related Annex and Master Confirmation thereto, each dated May 19, 2017, or collectively, the UBS Facility. Pursuant to the UBS Facility, on May 19, 2017 and June 19, 2017, UBS purchased Notes held by Murray Hill Funding for an aggregate purchase price equal to 65% of the principal amount of Notes purchased. Subject to certain conditions, the maximum principal amount of Notes that may be purchased under the UBS Facility was $192,308. Accordingly, the aggregate maximum amount payable to Murray Hill Funding under the UBS Facility would not exceed $125,000. Murray Hill Funding was required to repurchase the Notes sold to UBS under the UBS Facility by no later than May 19, 2020. The repurchase price paid by Murray Hill Funding to UBS will be equal to the purchase price paid by UBS for the repurchased Notes (giving effect to any reductions resulting from voluntary partial prepayment(s)). The financing fee under the UBS Facility was equal to the three-month LIBOR plus a spread of up to 3.50% per year for the relevant period.
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. 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. As part of the Amended Master Confirmation, on December 15, 2017 and April 2, 2018, UBS purchased the increased aggregate principal amount of Notes held by Murray Hill Funding for an aggregate purchase price equal to 75% of the principal amount of Notes issued. As a result of the Amended Master Confirmation, the aggregate maximum amount payable to Murray Hill Funding and made available to the Company under the UBS Facility was increased from $125,000 to $200,000. No other material terms of the UBS Facility were revised in connection with the amended UBS Facility, or the Amended UBS Facility.
On May 19, 2020, Murray Hill Funding entered into a Second Amended and Restated Master Confirmation to the Global Master Repurchase Agreement, or the Second Amended Master Confirmation, which extended the date that Murray Hill Funding will be required to repurchase the Notes sold to UBS under the Amended UBS Facility from May 19, 2020 to November 19, 2020, and increased the spread on the financing fee from 3.50% to 3.90% per year.
On May 19, 2020, Murray Hill Funding also repurchased Notes in the aggregate principal amount of $133,333 from UBS for an aggregate repurchase price of $100,000, which was then repaid by Murray Hill Funding II. The repurchase of the Notes on May 19, 2020 resulted in a repayment of one-half of the outstanding amount of borrowings under the Amended UBS Facility as of May 19, 2020. As of December 31, 2020, Notes remained outstanding in the aggregate principal amount of $133,333, which was 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.
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.
120
CĪON Investment Corporation
Notes to Consolidated Financial Statements
December 31, 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. No other material terms of the Amended UBS Facility were revised in connection with the Fourth Amended Master Confirmation.
On December 17, 2020, Murray Hill Funding also entered into a Revolving Credit Note Agreement, or the Revolving Note Agreement, with Murray Hill Funding II, UBS and U.S. Bank, as note agent and trustee, which provides for a revolving credit facility in an aggregate principal amount of $50,000, subject to compliance with a borrowing base. Murray Hill Funding II will issue Class A-R Notes, or the Class A-R Notes, in exchange for advances under the Revolving Note Agreement. 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.
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. Bank, as trustee, or the Second Amended Indenture. Under the Second Amended Indenture, the aggregate principal amount of Notes and Class A-R Notes that may be issued by Murray Hill Funding II from time to time is $150,000. Murray Hill Funding, in turn, entered into a repurchase transaction with UBS pursuant to the terms of the related Annex and Master Confirmation, dated December 17, 2020, to the Global Master Repurchase Agreement, dated May 19, 2017, related to the Class A-R Notes. Murray Hill Funding is required to repurchase the Class A-R Notes that will be sold to UBS by no later than November 19, 2023. The financing fee for the funded Class A-R Notes is equal to the three-month LIBOR plus a spread of 3.375% per year while the financing fee for the unfunded Class A-R Notes is equal to 0.75% per year.
Pursuant to the Amended UBS Facility, on July 1, 2021 and December 14, 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 and $25,000, respectively. 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; provided, however, that Murray Hill Funding will not be required to post cash collateral with UBS until such market value has declined at least 10% from the initial market value of the portfolio assets.
The Company has no contractual obligation to post any such cash collateral or to make any payments to UBS on behalf of Murray Hill Funding. The Company may, but is not obligated to, increase its investment in Murray Hill Funding for the purpose of funding any cash collateral or payment obligations for which Murray Hill Funding becomes obligated in connection with the Amended UBS Facility. The Company’s exposure under the Amended UBS Facility is limited to the value of the Company’s investment in Murray Hill Funding.
Pursuant to the Amended UBS Facility, Murray Hill Funding 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 transactions. The Amended UBS Facility contains events of default customary for similar financing transactions, including, without limitation: (a) failure to transfer the Notes to UBS on the applicable purchase date or repurchase the Notes from UBS on the applicable repurchase date; (b) failure to pay certain fees and make-whole amounts when due; (c) failure to post cash collateral as required; (d) the occurrence of insolvency events with respect to Murray Hill Funding; and (e) the admission by Murray Hill Funding of its inability to, or its intention not to, perform any of its obligations under the Amended UBS Facility.
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 December 31, 2021, all upfront fees and other expenses were fully amortized.
As of December 31, 2021, Notes in the aggregate principal amount of $125,000 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 $125,000. 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 December 31, 2021, the amount due at maturity under the Amended UBS Facility was $125,000. The Notes issued by Murray Hill Funding II and purchased by Murray Hill Funding eliminate in consolidation on the Company’s consolidated financial statements.
121
CĪON Investment Corporation
Notes to Consolidated Financial Statements
December 31, 2021
(in thousands, except share and per share amounts)
As of December 31, 2021, the fair value of assets held by Murray Hill Funding II was $237,452.
For the years ended December 31, 2021 and 2020, the components of interest expense, average borrowings, and weighted average interest rate for the Amended UBS Facility were as follows:
Year Ended
December 31, 2021 Year Ended
December 31, 2020
Stated interest expense $ 3,731 $ 6,732
Non-usage fee 349 16
Amortization of deferred financing costs — 360
Total interest expense $ 4,080 $ 7,108
Weighted average interest rate(1) 3.86 % 4.81 %
Average borrowings $ 104,110 $ 137,978
(1) Includes the stated interest expense and non-usage fee on the unused portion of the Amended UBS Facility and is annualized for periods covering less than one year.
More Term Loan
On April 14, 2021, the Company entered into an Unsecured Term Loan Facility Agreement, or the Term Loan Agreement, with More Provident Funds Ltd., or More, as lender. The Term Loan Agreement with More, or the More Term Loan, provided for an unsecured term loan to the Company in an aggregate principal amount of $30,000. On April 20, 2021, the Company drew down $30,000 of borrowings under the More Term Loan. After the deduction of fees and other financing expenses, the Company received net borrowings of approximately $29,000, which the Company used for working capital and other general corporate purposes.
Advances under the More Term Loan mature on September 30, 2024, and bear interest at a rate of 5.20% per year payable quarterly in arrears. The Company has the right to, at its option, prepay all or any portion of advances then outstanding together with a prepayment fee equal to the higher of (i) zero, or (ii) the discounted present value of all remaining interest payments that would have been paid by the Company through the maturity date with respect to the principal amount of such advance that is to be prepaid or becomes due and payable pursuant to the Term Loan Agreement. The discounted present value portion of the prepayment fee is calculated by applying a discount rate on the same periodic basis as that on which interest on advances is payable equal to the sum of 2.00% plus the yield to maturity of the most recently issued U.S. Treasury securities having a maturity equal to the remaining average life of the More Term Loan, or if there are no such U.S. Treasury securities, using such implied yield to maturity determined in accordance with the terms of the Term Loan Agreement.
Advances under the More Term Loan are general unsecured obligations of the Company that rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to the Company's secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by certain of the Company's subsidiaries, financing vehicles or similar facilities.
The Term Loan Agreement contains other terms and conditions, including, without limitation, affirmative and negative covenants such as (i) information reporting, (ii) maintenance of the Company's status as a BDC within the meaning of the 1940 Act, (iii) minimum shareholders’ equity of 60% of the Company’s net asset value as of the year ended December 31, 2020 plus 50% of the net cash proceeds of the sale of certain equity interests by the Company after April 14, 2021, if any, (iv) a minimum asset coverage ratio of not less than 200%, or 150% subject to certain U.S. SEC relief actions and the Company's common stock being listed for trading on a national securities exchange, and (v) an unencumbered asset coverage ratio of 1.25 to 1.00, provided that (a) first lien senior secured loans and cash represent more than 65% of the total value of unencumbered assets used by the Company for purposes of the ratio and (b) equity interests or structured products in the aggregate represent less than 15% of the total value of unencumbered assets used by the Company for purposes of the ratio. 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 December 31, 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 December 31, 2021 and will amortize to interest expense over the term of the More Term Loan. At December 31, 2021, the unamortized portion of the debt issuance costs was $784.
122
CĪON Investment Corporation
Notes to Consolidated Financial Statements
December 31, 2021
(in thousands, except share and per share amounts)
For the period from April 14, 2021 through December 31, 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 December 31, 2021
Stated interest expense $ 1,109
Non-usage fee —
Amortization of deferred financing costs 208
Total interest expense $ 1,317
Weighted average interest rate(1) 5.20 %
Average borrowings $ 30,000
(1) Includes the stated interest expense on the More Term Loan and is annualized for periods covering less than one year.
Citibank Credit Facility
On March 29, 2017, Flatiron Funding II entered into a senior secured credit facility with Citibank, N.A., or Citibank. The senior secured credit facility with Citibank, or the Citibank Credit Facility, provided for a revolving credit facility in an aggregate principal amount of $325,000, subject to compliance with a borrowing base. On July 11, 2017, Flatiron Funding II amended the Citibank Credit Facility, or the Amended Citibank Credit Facility, with Citibank to make certain immaterial administrative amendments as a result of the termination of AIM as the Company's investment sub-adviser as discussed in Note 1.
On March 14, 2019, Flatiron Funding II further amended the Citibank Credit Facility, or the Second Amended Citibank Credit Facility, with Citibank to (i) increase the aggregate principal amount available for borrowings from $325,000 to $350,000, subject to compliance with a borrowing base, (ii) extend the reinvestment period for two years until March 29, 2021 and (iii) extend the maturity date until March 30, 2022.
As of December 31, 2019, the principal amount outstanding on the Second Amended Citibank Credit Facility was $278,542. On May 15, 2020, Flatiron Funding II repaid all amounts outstanding on the Second Amended Citibank Credit Facility using a portion of the proceeds from the Second Amended JPM Credit Facility (described above).
Advances under the Second Amended Citibank Credit Facility bore interest at a floating rate equal to (1) the higher of (a) the Citibank prime rate, (b) the federal funds rate plus 1.5% or (c) the three-month LIBOR plus 1.0%, plus (2) a spread of 2% per year. In addition, Flatiron Funding II was subject to a non-usage fee of 0.75% per year of the amount of the aggregate principal amount available under the Second Amended Citibank Credit Facility that had not been borrowed. Flatiron Funding II incurred certain customary costs and expenses in connection with obtaining and amending the Citibank Credit Facility.
The Company incurred debt issuance costs of $3,373 in connection with obtaining and amending the Citibank Credit Facility, which were recorded as a direct reduction to the outstanding balance of the Second Amended Citibank Credit Facility, which was included in the Company’s consolidated balance sheets and amortized to interest expense over the term of the Second Amended Citibank Credit Facility. All unamortized debt issuance costs were expensed upon the repayment of all amounts outstanding on the Second Amended Citibank Credit Facility on May 15, 2020.
Flatiron Funding II’s obligations to Citibank under the Second Amended Citibank Credit Facility were secured by a first priority security interest in all of the assets of Flatiron Funding II. The obligations of Flatiron Funding II under the Second Amended Citibank Credit Facility were non-recourse to the Company, and the Company’s exposure under the Second Amended Citibank Credit Facility was limited to the value of the Company’s investment in Flatiron Funding II.
123
CĪON Investment Corporation
Notes to Consolidated Financial Statements
December 31, 2021
(in thousands, except share and per share amounts)
For the years ended December 31, 2021 and 2020, the components of interest expense, average borrowings, and weighted average interest rate for the Second Amended Citibank Credit Facility were as follows:
Year Ended
December 31, 2021 Year Ended
December 31, 2020
Stated interest expense $ — $ 3,171
Non-usage fee — 288
Amortization of deferred financing costs — 1,551
Total interest expense $ — $ 5,010
Weighted average interest rate(1) — 3.72 %
Average borrowings $ — $ 91,385
(1) Includes the stated interest expense and non-usage fee, if any, on the unused portion of the Second Amended Citibank Credit Facility and is annualized for periods covering less than one year.
MS Credit Facility
On December 19, 2017, 33rd Street entered into a senior secured credit facility, or the MS Credit Facility, with MS. The MS Credit Facility provided for a revolving credit facility in an aggregate principal amount of up to $200,000, subject to compliance with a borrowing base.
On July 9, 2018, 33rd Street amended and restated the MS Credit Facility to make certain immaterial administrative amendments. 33rd Street further amended and restated the MS Credit Facility, or the Amended MS Credit Facility, with MS on December 18, 2018. Pursuant to the Amended MS Credit Facility, 33rd Street could have prepaid advances pursuant to the terms and conditions of the loan and servicing agreement subject to a 1% premium if the amount of the Amended MS Credit Facility was reduced or terminated on or prior to December 19, 2020.
Pursuant to the terms of the loan and servicing agreement, on March 15, 2019, 33rd Street reduced the aggregate principal amount available for borrowings under the Amended MS Credit Facility from $200,000 to $150,000.
As of December 31, 2019, the principal amount outstanding on the Amended MS Credit Facility was $112,500. On May 15, 2020, 33rd Street repaid all amounts outstanding on the Amended MS Credit Facility using a portion of the proceeds from the Second Amended JPM Credit Facility (described above).
Advances under the Amended MS Credit Facility were available through December 19, 2020 and bore interest at a floating rate equal to the three-month LIBOR, plus a spread of 3.0% per year through December 19, 2020. All advances under the Amended MS Credit Facility and all accrued and unpaid interest thereunder were due and payable by no later than December 19, 2022. 33rd Street incurred certain customary costs and expenses in connection with obtaining and amending the MS Credit Facility.
33rd Street's obligations to MS under the Amended MS Credit Facility were secured by a first priority security interest in all of the assets of 33rd Street. The obligations of 33rd Street under the Amended MS Credit Facility were non-recourse to the Company, and the Company's exposure under the Amended MS Credit Facility was limited to the value of the Company's investment in 33rd Street. 33rd Street appointed CIM to manage its portfolio.
33rd Street paid an upfront fee and incurred certain other customary costs and expenses totaling $2,591 in connection with obtaining and amending the MS Credit Facility, which the Company initially recorded as prepaid expenses and other assets on the Company’s consolidated balance sheets and amortized to interest expense over the term of the Amended MS Credit Facility. On June 5, 2018, unamortized upfront fees were recorded as a direct reduction to the outstanding balance of the Amended MS Credit Facility in the Company’s consolidated balance sheet. All unamortized debt issuance costs were expensed upon the repayment of all amounts outstanding on the Amended MS Credit Facility on May 15, 2020.
124
CĪON Investment Corporation
Notes to Consolidated Financial Statements
December 31, 2021
(in thousands, except share and per share amounts)
For the years ended December 31, 2021 and 2020, the components of interest expense, average borrowings, and weighted average interest rate for the Amended MS Credit Facility were as follows:
Year Ended
December 31, 2021 Year Ended
December 31, 2020
Stated interest expense $ — $ 1,928
Amortization of deferred financing costs — 1,544
Non-usage fee — 87
Total interest expense $ — $ 3,559
Weighted average interest rate(1) — 4.50 %
Average borrowings $ — $ 43,984
(1) Includes the stated interest expense and non-usage fee, if any, on the unused portion of the Amended MS Credit Facility and is annualized for periods covering less than one year.
Note 9. Fair Value of Financial Instruments
The following table presents fair value measurements of the Company’s portfolio investments as of December 31, 2021 and 2020, according to the fair value hierarchy:
December 31, 2021(1) December 31, 2020(2)
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Senior secured first lien debt $ — $ — $ 1,526,989 $ 1,526,989 $ — $ — $ 1,223,268 $ 1,223,268
Senior secured second lien debt — — 38,583 38,583 — — 151,506 151,506
Collateralized securities and structured products - equity — — 2,998 2,998 — — 12,131 12,131
Unsecured debt — — 26,616 26,616 — — 5,464 5,464
Equity 3,404 — 37,736 41,140 2,409 — 75,913 78,322
Short term investments 87,917 — — 87,917 73,597 — — 73,597
Total Investments $ 91,321 $ — $ 1,632,922 $ 1,724,243 $ 76,006 $ — $ 1,468,282 $ 1,544,288
(1) Excludes the Compan y's $29,796 i nvestment in CION/EagleTree, which is measured at NAV.
(2) Excludes the Company's $12,472 investment in CION SOF and $12,611 investment in BCP Great Lakes Fund LP, which were measured at NAV.
125
CĪON Investment Corporation
Notes to Consolidated Financial Statements
December 31, 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 years ended December 31, 2021 and 2020:
Year Ended December 31, 2021
Senior
Secured First
Lien Debt Senior Secured
Second Lien
Debt Collateralized Securities and Structured Products - Equity Unsecured
Debt Equity Total
Beginning balance, December 31, 2020 $ 1,223,268 $ 151,506 $ 12,131 $ 5,464 $ 75,913 $ 1,468,282
Investments purchased(1) 889,038 1,885 — 21,095 8,096 920,114
Net realized (loss) gain (210) (2,932) 670 — 6,350 3,878
Net change in unrealized appreciation 5,394 3,102 2,287 43 20,751 31,577
Accretion of discount 10,940 783 — 14 — 11,737
Sales and principal repayments(1) (601,441) (115,761) (12,090) — (73,374) (802,666)
Ending balance, December 31, 2021 $ 1,526,989 $ 38,583 $ 2,998 $ 26,616 $ 37,736 $ 1,632,922
Change in net unrealized appreciation (depreciation) on investments still held as of December 31, 2021(2) $ 2,341 $ (1,621) $ 1,152 $ 43 $ 15,638 $ 17,553
(1) Includes non-cash restructured securities.
(2) Included in net change in unrealized appreciation (depreciation) on investments in the consolidated statements of operations.
Year Ended December 31, 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
Beginning balance, December 31, 2019 $ 1,351,767 $ 248,253 $ 7,212 $ 14,182 $ 4,900 $ 56,886 $ 1,683,200
Investments purchased(1) 431,954 7,119 — — 753 29,075 468,901
Net realized (loss) gain (59,106) (11,384) — — — 1,275 (69,215)
Net change in unrealized depreciation (6,121) (3,947) — (880) (203) (6,052) (17,203)
Accretion of discount 11,662 1,538 — — 14 — 13,214
Sales and principal repayments(1) (506,888) (90,073) (7,212) (1,171) — (5,271) (610,615)
Ending balance, December 31, 2020 $ 1,223,268 $ 151,506 $ — $ 12,131 $ 5,464 $ 75,913 $ 1,468,282
Change in net unrealized depreciation on investments still held as of December 31, 2020(2) $ (25,414) $ (12,791) $ — $ (880) $ (203) $ (6,315) $ (45,603)
(1) Includes non-cash restructured securities.
(2) Included in net change in unrealized appreciation (depreciation) on investments in the consolidated statements of operations.
126
CĪON Investment Corporation
Notes to Consolidated Financial Statements
December 31, 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 December 31, 2021 and 2020 were as follows:
December 31, 2021
Fair Value Valuation Techniques/
Methodologies Unobservable
Inputs Range Weighted Average(1)
Senior secured first lien debt $ 1,292,635 Discounted Cash Flow Discount Rates 5.5% — 24.7% 9.9%
183,768 Broker Quotes Broker Quotes N/A N/A
27,557 Market Comparable Approach
EBITDA Multiple 3.50x — 6.00x 4.98x
6,327 Revenue Multiple 2.25x N/A
16,702 Other(2) Other(2) N/A N/A
Senior secured second lien debt 24,408 Discounted Cash Flow Discount Rates 8.5% — 18.6% 12.7%
14,175 Broker Quotes Broker Quotes N/A N/A
Collateralized securities and structured products - equity 2,998 Discounted Cash Flow Discount Rates 16.0% N/A
Unsecured debt 26,616 Discounted Cash Flow Discount Rates 12.7% — 16.2% 13.6%
Equity 17,596 Market Comparable Approach EBITDA Multiple 3.25x — 21.50x 9.88x
15,127 $ per kW $325 N/A
4,032 Revenue Multiple 0.68x — 2.00x 1.87x
981 Options Pricing Model Expected Volatility 73.0% — 84.2% 73.0%
Total $ 1,632,922
(1) Weighted average amounts are based on the estimated fair values.
(2) Fair value is based on the expected outcome of proposed corporate transactions and/or other factors.
127
CĪON Investment Corporation
Notes to Consolidated Financial Statements
December 31, 2021
(in thousands, except share and per share amounts)
December 31, 2020
Fair Value Valuation Techniques/
Methodologies Unobservable
Inputs Range Weighted Average(1)
Senior secured first lien debt $ 881,684 Discounted Cash Flow Discount Rates 5.5% - 36.2% 11.0%
305,974 Broker Quotes Broker Quotes N/A N/A
21,920 Market Comparable Approach
Revenue Multiple 2.33x N/A
9,361 EBITDA Multiple 2.50x N/A
4,329 Other(2) Other(2) N/A N/A
Senior secured second lien debt 121,865 Discounted Cash Flow Discount Rates 8.7% - 17.3% 11.9%
25,763 Broker Quotes Broker Quotes N/A N/A
2,305 Market Comparable Approach
EBITDA Multiple
4.75x N/A
1,573 Revenue Multiple 0.20x N/A
Collateralized securities and structured products - equity 12,131 Discounted Cash Flow Discount Rates 12.0% - 18.0% 13.5%
Unsecured debt 5,464 Discounted Cash Flow Discount Rates 16.5 N/A
Equity 39,644 Market Comparable Approach
EBITDA Multiple 3.00x - 18.50x 10.13x
11,634 Revenue Multiple 0.20x - 2.33x 1.56x
7,988 $ per kW $271.50 N/A
16,481 Discounted Cash Flow Discount Rates 18.5% N/A
163 Broker Quotes Broker Quotes N/A N/A
3 Options Pricing Model Expected Volatility 60.0% - 70.0% 70.0%
Total $ 1,468,282
(1) Weighted average amounts are based on the estimated fair values.
(2) Fair value is based on the expected outcome of proposed corporate transactions and/or other factors.
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. A significant increase or decrease in discount rates would result in a significantly lower or higher fair value measurement, respectively. A significant increase or decrease in the EBITDA multiples, revenue multiples, expected proceeds from proposed corporate transactions, broker quotes and expected volatility would result in a significantly higher or lower fair value measurement, respectively.
Note 10. General and Administrative Expense
General and administrative expense consisted of the following items for the years ended December 31, 2021, 2020 and 2019:
Years Ended December 31,
2021 2020 2019
Professional fees $ 4,214 $ 1,490 $ 996
Transfer agent expense 1,290 1,189 1,289
Printing and marketing expense 990 378 102
Valuation expense 904 999 722
Accounting and administrative costs 759 680 567
Insurance expense 612 489 421
Director fees and expenses 516 450 472
Dues and subscriptions 411 342 343
Due diligence fees — — 61
Other expenses 109 68 72
Total general and administrative expense $ 9,805 $ 6,085 $ 5,045
128
CĪON Investment Corporation
Notes to Consolidated Financial Statements
December 31, 2021
(in thousands, except share and per share amounts)
Note 11. Commitments and Contingencies
The Company entered into certain contracts with related and other parties that contain a variety of indemnifications. The Company’s maximum exposure under these arrangements is unknown. 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 December 31, 2021 and 2020, the Company’s unfunded commitments were as follows:
Unfunded Commitments December 31, 2021(1) December 31, 2020(1)
Genesis Healthcare, Inc. $ 35,000 $ —
West Dermatology Management Holdings, LLC 6,308 7,655
RumbleOn, Inc. 6,000 —
Critical Nurse Staffing, LLC 5,899 —
Williams Industrial Services Group, Inc. 5,000 5,000
Mimeo.com, Inc. 5,000 1,000
Rogers Mechanical Contractors, LLC 4,808 —
Trademark Global, LLC 4,615 —
Molded Devices, Inc. 4,426 —
HW Acquisition, LLC 2,933 —
Instant Web, LLC 2,704 2,704
Coyote Buyer, LLC 2,500 2,500
American Health Staffing Group, Inc. 2,333 —
Moss Holding Company 2,232 2,232
Inotiv, Inc. 2,100 —
Foundation Consumer Healthcare, LLC 2,094 4,211
Sleep Opco, LLC 1,750 —
Extreme Reach, Inc. 1,744 1,744
American Media, Inc. 1,702 —
Bradshaw International Parent Corp. 1,445 —
NWN Parent Holdings LLC 1,380 —
Marble Point Credit Management LLC 1,250 —
Anthem Sports & Entertainment Inc. 1,167 1,333
RA Outdoors, LLC 1,049 —
Invincible Boat Company LLC 798 —
Appalachian Resource Company, LLC 500 2,500
H.W. Lochner, Inc. 275 —
American Teleconferencing Services, Ltd. 235 —
Palmetto Solar, LLC — 3,262
CircusTrix Holdings, LLC — 2,898
Geon Performance Solutions, LLC — 2,586
BCP Great Lakes Fund LP — 2,135
AMCP Staffing Intermediate Holdings III, LLC — 1,370
Total $ 107,247 $ 43,130
(1) Unless otherwise noted, the funding criteria for these unfunded commitments had not been met at the date indicated.
Unfunded commitments to provide funds to companies are not recorded on the Company’s consolidated balance sheets. 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. 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 December 31, 2021 and 2020, refer to the table above and the consolidated schedules of investments. As of March 3, 2022, the Company was committed, upon the satisfaction of certain conditions, to fund an additional $104,456.
129
CĪON Investment Corporation
Notes to Consolidated Financial Statements
December 31, 2021
(in thousands, except share and per share amounts)
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). The Company will not fund its unfunded commitments from future net proceeds generated by securities offerings, if any. The Company follows a process to manage its liquidity and ensure that it has available capital to fund its unfunded commitments. Specifically, the Company prepares detailed analyses of the level of its unfunded commitments relative to its then available liquidity on a daily basis. These analyses are reviewed and discussed on a weekly basis by the Company's executive officers and senior members of CIM (including members of the investment committee) and are updated on a “real time” basis in order to ensure that the Company has adequate liquidity to satisfy its unfunded commitments.
Note 12. Fee Income
Fee income consists of commitment fees, amendment fees, capital structuring and other fees, and administrative agent fees. The following table summarizes the Company’s fee income for the years ended December 31, 2021, 2020 and 2019:
Years Ended December 31,
2021 2020 2019
Capital structuring and other fees $ 4,973 $ 968 $ 1,731
Amendment fees 869 3,550 2,033
Administrative agent fees 85 25 55
Commitment fees — — 80
Total $ 5,927 $ 4,543 $ 3,899
Administrative agent fees are recurring income as long as the Company remains the administrative agent for the related investment. Income from all other fees was non-recurring.
130
CĪON Investment Corporation
Notes to Consolidated Financial Statements
December 31, 2021
(in thousands, except share and per share amounts)
Note 13. Financial Highlights
The following is a schedule of financial highlights as of and for the years ended December 31, 2021, 2020, 2019, 2018 and 2017:
Years Ended December 31,
2021 2020 2019 2018 2017
Per share data:(1)
Net asset value at beginning of year $ 15.50 $ 16.80 $ 17.38 $ 18.28 $ 18.22
Results of operations:
Net investment income 1.31 1.39 1.54 1.61 1.42
Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments and gain (loss) on foreign currency(2) 0.79 (1.57) (0.63) (1.03) 0.08
Net realized gain and net change in unrealized appreciation on total return swap — — — — 0.03
Net increase (decrease) in net assets resulting from operations(2) 2.10 (0.18) 0.91 0.58 1.53
Shareholder distributions:
Distributions from net investment income (1.26) (1.12) (1.49) (1.49) (1.37)
Distributions from net realized gains — — — — (0.10)
Net decrease in net assets resulting from shareholders' distributions (1.26) (1.12) (1.49) (1.49) (1.47)
Capital share transactions:
Issuance of common stock above net asset value(3) — — — 0.01 —
Repurchases of common stock(4) — — — — —
Net increase in net assets resulting from capital share transactions — — — 0.01 —
Net asset value at end of year $ 16.34 $ 15.50 $ 16.80 $ 17.38 $ 18.28
Shares of common stock outstanding at end of year(5) 56,958,440 56,646,867 56,690,578 56,354,579 57,890,882
Total investment return-net asset value(6) 14.43 % (0.94) % 5.55 % 2.98 % 8.76 %
Total investment return-market value(7) 3.87 % — — — —
Net assets at beginning of year $ 878,256 $ 952,563 $ 979,271 $ 1,058,691 $ 999,763
Net assets at end of year $ 930,512 $ 878,256 $ 952,563 $ 979,271 $ 1,058,691
Average net assets $ 918,824 $ 875,846 $ 967,323 $ 1,035,861 $ 1,026,998
Ratio/Supplemental data:
Ratio of net investment income to average net assets 8.09 % 8.99 % 9.03 % 8.71 % 8.50 %
Ratio of gross operating expenses to average net assets(8) 9.04 % 9.72 % 11.76 % 9.46 % 6.34 %
Ratio of net operating expenses to average net assets 9.04 % 9.72 % 11.76 % 9.46 % 6.34 %
Portfolio turnover rate(9) 52.04 % 22.99 % 31.59 % 52.46 % 68.07 %
Total amount of senior securities outstanding $ 830,000 $ 725,000 $ 841,042 $ 898,542 $ 711,465
Asset coverage ratio(10) 2.12 2.21 2.13 2.09 2.49
(1) The per share data for the years ended December 31, 2021, 2020, 2019, 2018 and 2017 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 gain (loss) and net change in unrealized appreciation (depreciation) 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. As a result, net increase (decrease) in net assets resulting from operations in this schedule may vary from the consolidated statements of operations.
131
CĪON Investment Corporation
Notes to Consolidated Financial Statements
December 31, 2021
(in thousands, except share and per share amounts)
(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 years ended December 31, 2021, 2020, 2019 and 2017. The Company's follow-on continuous public offering ended on January 25, 2019.
(4) Repurchases of common stock may cause an incremental decrease in net asset value per share due to the repurchase of shares at a price in excess of net asset value per share on each repurchase date. 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 years ended December 31, 2021, 2020, 2019, 2018 and 2017.
(5) Shares of common stock outstanding has been retroactively adjusted to reflect the Reverse Stock Split discussed in Note 3.
(6) 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. 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 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 distributions are reinvested in accordance with the Company's distribution reinvestment plan then in effect as described in Note 5. The total investment return-net asset value does not consider the effect of the sales load from the sale of the Company’s common stock. 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.
(7) Total investment return-market value for the year ended December 31, 2021 was calculated by taking the change in the market price of the Company's common stock since the Company’s Listing on October 5, 2021, and including the impact of distributions reinvested in accordance with the Company’s New DRP. Total investment return-market value does not consider the effect of any sales commissions or charges that may be incurred in connection with the sale of shares of the Company’s common stock. The historical calculation of total investment return-market value in the table should not be considered a representation of the Company’s future total return based on market value, which may be greater or less than the return shown in the table due to a number of factors, including the Company’s ability or inability to make investments in companies that meet its investment criteria, the interest rates payable on the debt securities the Company acquires, the level of the Company’s expenses, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which the Company encounters competition in its markets, general economic conditions and fluctuations in per share market value. As a result of these factors, results for any previous period should not be relied upon as being indicative of performance in future periods.
(8) Ratio of gross operating expenses to average net assets does not include expense support provided by CIM or CIG and/or AIM, if any.
(9) Portfolio turnover rate is calculated using the lesser of year-to-date sales or purchases over the average of the invested assets at fair value, excluding short term investments, and is not annualized.
(10) Asset coverage ratio is equal to (i) the sum of (a) net assets at the end of the period and (b) total senior securities outstanding at the end of the period (excluding unfunded commitments), divided by (ii) total senior securities outstanding at the end of the period. For purposes of the asset coverage ratio test applicable to the Company as a BDC, the Company treated the outstanding total return swap notional amount at the end of the period, less the total amount of cash collateral posted by Flatiron Funding LLC under the total return swap, as well as unfunded commitments, as senior securities.
Note 14. Income Taxes
It is the Company's policy to comply with all requirements of the Code applicable to RICs and to distribute substantially all of its taxable income to its shareholders. In addition, by distributing during each calendar year at least 90% of its “investment company taxable income”, which is generally equal to the sum of the Company’s net ordinary income plus the excess, if any, of realized net short-term capital gains over realized net long-term capital losses, the Company intends not to be subject to corporate level federal income tax or federal excise taxes. Accordingly, no federal income tax provision was required for the years ended December 31, 2021 or 2020. The Company will also be subject to nondeductible federal excise taxes if the Company does not distribute at least 98.0% of net ordinary income, 98.2% of capital gains, if any, and any recognized and undistributed income from prior years for which it paid no federal income taxes.
Income and capital gain distributions are determined in accordance with the Code and federal tax regulations, which may differ from amounts determined in accordance with GAAP. These book/tax differences, which could be material, are primarily due to differing treatments of income and gains on various investments held by the Company. Permanent book/tax differences result in reclassifications to capital in excess of par value, accumulated undistributed net investment income and accumulated undistributed realized gain on investments.
As of December 31, 2021 and 2020, the Company made the following reclassifications of permanent book and tax basis differences:
Capital Accounts December 31, 2021 December 31, 2020
Paid-in-capital in excess of par value $ (335) $ (355)
Accumulated losses 335 355
These permanent differences are primarily due to the reclassification of nondeductible expenses. These reclassifications had no effect on net assets.
132
CĪON Investment Corporation
Notes to Consolidated Financial Statements
December 31, 2021
(in thousands, except share and per share amounts)
The determination of the tax attributes of the Company’s distributions is made annually as of the end of the Company’s fiscal year based upon the Company’s taxable income for the full year and distributions paid for the full year. The tax characteristics of distributions to shareholders are reported to shareholders annually on Form 1099-DIV and were as follows for the years ended December 31, 2021, 2020 and 2019:
Years Ended December 31,
2021 2020 2019
Amount Percentage Amount Percentage Amount Percentage
Ordinary income(1) $ 71,530 100.0 % $ 63,283 100.0 % $ 84,772 100.0 %
Total $ 71,530 100.0 % $ 63,283 100.0 % $ 84,772 100.0 %
(1) Includes net short term capital gains of $0, $3,742 and $9 for the years ended December 31, 2021, 2020 and 2019, respectively.
See Note 5, Distributions, for further information.
As of December 31, 2021 and 2020, the components of accumulated earnings on a tax basis were as follows:
December 31, 2021 December 31, 2020
Undistributed ordinary income $ 7,156 $ 5,950
Other accumulated losses (1) (59,977) (1,793)
Net unrealized depreciation on investments and total return swap (76,059) (161,664)
Total accumulated losses
$ (128,880) $ (157,507)
(1) Includes a short term capital loss carryforward of $22,372 and long term capital loss carryforward of 32,329 as of December 31, 2021.
As of December 31, 2021, the aggregate gross unrealized appreciation for all securities in which there was an excess of value over tax cost was $28,028; the aggregate gross unrealized depreciation for all securities in which there was an excess of tax cost over value was $104,087; the net unrealized depreciation was $76,059; and the aggregate cost of securities for Federal income tax purposes was $1,830,098.
As of December 31, 2020, the aggregate gross unrealized appreciation for all securities in which there was an excess of value over tax cost was $31,815; the aggregate gross unrealized depreciation for all securities in which there was an excess of tax cost over value was $193,479; the net unrealized depreciation was $161,664; and the aggregate cost of securities for Federal income tax purposes was $1,731,035.
133
CĪON Investment Corporation
Notes to Consolidated Financial Statements
December 31, 2021
(in thousands, except share and per share amounts)
Note 15. Selected Quarterly Financial Data (unaudited)
The following is the selected quarterly financial data as of and for the years ended December 31, 2021 and 2020. The following information reflects all adjustments, which are of a normal recurring nature, considered necessary for a fair presentation. The operating results for any quarter are not necessarily indicative of results for any future period:
Quarter Ended March 31,
2021 June 30,
2021 September 30,
2021 December 31,
2021
Investment income $ 36,303 $ 38,021 $ 42,620 $ 40,404
Net investment income 17,599 18,686 19,612 18,410
Net realized and unrealized gains (loss) on investments and foreign currency 32,115 9,283 5,496 (2,437)
Net increase in net assets resulting from operations 49,714 27,969 25,108 15,973
Net increase in net assets resulting from operations per share of common stock(1) 0.88 0.49 0.44 0.28
Net asset value per share of common stock at end of quarter 16.12 16.34 16.52 16.34
Weighted average shares of common stock outstanding 56,753,521 56,747,687 56,774,323 56,958,440
Quarter Ended March 31,
2020 June 30,
2020 September 30,
2020 December 31,
2020
Investment income $ 45,748 $ 35,808 $ 38,887 $ 43,399
Net investment income 21,661 13,916 21,420 21,731
Net realized and unrealized (loss) gain on investments and foreign currency (127,573) 2,671 9,667 25,485
Net (decrease) increase in net assets resulting from operations (105,912) 16,587 31,087 47,216
Net (decrease) increase in net assets resulting from operations per share of common stock(1) (1.86) 0.29 0.55 0.83
Net asset value per share of common stock at end of quarter 14.58 14.86 15.24 15.50
Weighted average shares of common stock outstanding 56,852,369 56,655,760 56,707,775 57,056,443
(1) The sum of the quarterly amounts may not equal amounts reported for the years ended December 31, 2021 and 2020. This is due to changes in the number of weighted-average shares outstanding and the effects of rounding for each period.
134
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.