CION Investment Corp 8-K, filed Dec 14, 2023
CION Investment Corp (CION)
About this 8-K
CION Investment Corp filed this 8-K on December 14, 2023, reporting on events of December 12, 2023.
Items reported
- Item 2.02: Financial results
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): December 14, 2023 (
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| (Address of Principal Executive Offices) |
| ( |
||
| (Registrant’s telephone number, including area code) |
| Not applicable | ||
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.02. Results of Operations and Financial Condition.
The board of directors (the “Board”) of CĪON Investment Corporation (“CION”) has delegated to CION’s executive officers the authority to determine the amount, record dates, payment dates and other terms of distributions to shareholders, which will be ratified by the Board on a quarterly basis.
On December 12, 2023, CION’s co-chief executive officers declared a special year-end cash distribution of $0.15 per share for the year ending December 31, 2023, payable on January 31, 2024 to shareholders of record as of December 22, 2023. A copy of the press release announcing the foregoing is attached hereto as Exhibit 99.1 and incorporated by reference herein.
The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, is being “furnished” and shall not be deemed “filed” by CION for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 7.01. Regulation FD Disclosure.
The information in Item 2.02 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| 99.1 | Press Release dated December 14, 2023. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| SIGNATURES |
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CĪON Investment Corporation
| ||
| Date: | December 14, 2023 | By: /s/ Michael A. Reisner |
| Co-Chief Executive Officer |
EXHIBIT LIST
| EXHIBIT NUMBER |
DESCRIPTION | |
| 99.1 | Press Release dated December 14, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Exhibit 99.1
CION Investment Corporation Announces Special Year-End 2023 Distribution of $0.15 Per Share
Total Distributions Declared in 2023 Increased to $1.61 Per Share
FOR IMMEDIATE RELEASE
----------------------------
NEW YORK, NY (December 14, 2023) — CION Investment Corporation (NYSE: CION) (“CION”) today announced that it has declared a special cash distribution for the year ending December 31, 2023 in the amount of $0.15 per share, payable on January 31, 2024 to shareholders of record as of December 22, 2023, which results in an increase in total distributions declared in 2023 of $0.16 per share, or 11.0%, from total distributions declared for the year ended December 31, 2022 of $1.45 per share. This special year-end distribution also results in a declared distribution yield1 of 15.5% for the year-to-date period through December 13, 2023, which is an increase of 14.0% year-over-year from the declared distribution yield1 of 13.6% for the year ended December 31, 2022. The special distribution represents a portion of the Company’s investment company taxable income generated through the course of the year.
Michael A. Reisner, co-CEO of CION stated, "We are delighted to announce a special distribution for 2023, propelled by the strong performance of our portfolio over the year. Our goal is to maintain a steady financial performance while striving to provide shareholders with appealing and growing distributions. We believe that our dedication to executing our strategy, which prioritizes generating net investment income through a focus on first lien investments and a well-diversified portfolio of robust companies, has allowed us to provide attractive returns to our shareholders."
ENDNOTES
1) Declared distribution yield is expressed as a percentage equal to the twelve-month declared per share distribution amount divided by the average closing market price per share of $10.40 and $10.68 for the year-to-date period through December 13, 2023 and for the year ended December 31, 2022, respectively.
ABOUT CION INVESTMENT CORPORATION
CION Investment Corporation is a leading publicly listed business development company that had approximately $1.9 billion in total assets as of September 30, 2023. CION seeks to generate current income and, to a lesser extent, capital appreciation for investors by focusing primarily on senior secured loans to U.S. middle-market companies. CION is advised by CION Investment Management, LLC, a registered investment adviser and an affiliate of CION. For more information, please visit www.cionbdc.com.
FORWARD-LOOKING STATEMENTS
This press release may contain forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by the use of forward-looking terminology such as "may," "will," "should," "expect," "anticipate," "project," "target," "estimate," "intend," "continue," or "believe" or the negatives thereof or other variations thereon or comparable terminology. You should read statements that contain these words carefully because they discuss CION’s plans, strategies, prospects and expectations concerning its business, operating results, financial condition and other similar matters. These statements represent CION’s belief regarding future events that, by their nature, are uncertain and outside of CION’s control. There are likely to be events in the future, however, that CION is not able to predict accurately or control. Any forward-looking statement made by CION in this press release speaks only as of the date on which it is made. Factors or events that could cause CION’s actual results to differ, possibly materially from its expectations, include, but are not limited to, the risks, uncertainties and other factors CION identifies in the sections entitled "Risk Factors" and "Forward-Looking Statements" in filings CION makes with the SEC, and it is not possible for CION to predict or identify all of them. CION undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
OTHER INFORMATION
The information in this press release is summary information only and should be read in conjunction with CION’s Current Report on Form 8-K, which CION filed with the SEC on December 14, 2023, as well as CION’s other reports filed with the SEC. A copy of CION’s Current Report on Form 8-K and CION’s other reports filed with the SEC can be found on CION’s website at www.cionbdc.com and the SEC’s website at www.sec.gov.
CONTACTS
Media
Susan Armstrong
sarmstrong@cioninvestments.com
Investor
Relations
1-800-343-3736
Analysts
and Institutional Investors
James Carbonara
Hayden IR
(646)-755-7412
James@haydenir.com