8-K
CION Investment Corp (CION)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):January 3, 2022 (December 30, 2021)
CĪONInvestment Corporation
(Exact Name of Registrant as Specified in Charter)
| Maryland | 000-54755 | 45-3058280 |
|---|---|---|
| (State<br> or Other Jurisdiction of Incorporation) | (Commission<br> File Number) | (I.R.S.<br> Employer Identification No.) |
| 3 Park Avenue, 36th Floor<br><br> <br>New York, New York 10016 | ||
| --- | ||
| (Address of Principal Executive Offices) | ||
| (212) 418-4700 | ||
| --- | ||
| (Registrant’s<br> telephone number, including area code) | ||
| Not applicable | ||
| --- | ||
| (Former<br> 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:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title<br> of each class | Trading<br> symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common stock, par value $0.001 per share | CION | The New York Stock Exchange |
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 5.07. Submission of Matters to a Voteof Security Holders.
CĪON Investment Corporation (“CION”) held its Special Meeting of Shareholders (the “Special Meeting”) on December 30, 2021. As of November 2, 2021, the record date for the determination of shareholders entitled to notice of, and to vote at, the Special Meeting, 56,958,440 shares of common stock were eligible to be voted, and 21,554,691 of those shares were voted in person or by proxy at the Special Meeting. Shareholders were asked to consider and act upon the following proposal, which is described in detail in CION’s definitive proxy statement for the Special Meeting filed with the Securities and Exchange Commission on November 3, 2021:
| · | Proposal No. 1 –<br>the approval of a proposal to approve the application of the reduced asset coverage requirements in Section 61(a)(2) of the Investment<br>Company Act of 1940, as amended, to CION, which would permit CION to increase the maximum amount of leverage that it is permitted to incur<br>by reducing the asset coverage requirement applicable to CION from 200% to 150% (the “Leverage Proposal”). |
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The Leverage Proposal received the requisite number of votes to pass at the Special Meeting. The votes for, votes against, abstentions and broker non-votes are set forth below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 17,743,848 | 2,301,590 | 1,509,253 | 0 |
Item 7.01. Regulation FD Disclosure.
On January 3, 2022, CION issued a press release announcing the results of the Special Meeting held on December 30, 2021 and the approval of the Leverage Proposal by CION’s shareholders. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
The information disclosed under this Item 7.01, 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 8.01. Other Events.
Commencing on December 31, 2021, the first date after CION’s shareholders approved the Leverage Proposal, CION will be 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% (i.e., $1 of debt outstanding for each $1 of equity), which would permit CION to increase the maximum amount of leverage that it is permitted to incur.
Item 9.01.Financial Statements and Exhibits.
| (d) | Exhibits. |
|---|---|
| 99.1 | Press<br> Release dated January 3, 2022. |
| --- | --- |
| 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<br><br> <br>**** | ||
|---|---|---|
| Date: | January 3, 2022 | By: /s/ Michael A. Reisner |
| Co-Chief Executive Officer |
EXHIBIT LIST
| EXHIBITNUMBER | DESCRIPTION |
|---|---|
| 99.1 | Press<br> Release dated January 3, 2022 |
| --- | --- |
Exhibit 99.1
CION INVESTMENT CORPORATION RECEIVES SHAREHOLDER APPROVAL
TO REDUCE ITS ASSET COVERAGE REQUIREMENT TO 150%
For Immediate Release
NEW YORK, January 3, 2022 — CION Investment Corporation (NYSE: CION) (“CION” or the “Company”) today announced that its shareholders have approved a proposal to reduce CION’s asset coverage requirement from 200% to 150%, which will permit CION to increase the maximum amount of leverage that it is permitted to incur from $1 of debt outstanding for each $1 of equity to $2 of debt outstanding for each $1 of equity. This change, which was made pursuant to Section 61(a)(2) of the Investment Company Act of 1940, as amended, was approved at CION’s special shareholders meeting held virtually on December 30, 2021 and became effective on December 31, 2021. Over time, CION plans to target a debt-to-equity ratio in the range of 1.00 to 1.25x^(1)^ and will maintain its strategy of originating high quality senior secured loans to U.S. middle market companies.
“We appreciate the support received from our shareholders as we seek to prudently grow assets and in turn, potentially generate incremental shareholder returns,” stated Mark Gatto, co-Chief Executive Officer of CION.
“The reduced asset coverage requirement will now allow CION the same flexibility and access to increased leverage as our publicly listed peers,” stated Michael A. Reisner, co-Chief Executive Officer of CION. “We believe that we have built a solid track record over the past almost ten years, having carefully managed leverage in step with growth, and believe we are ready for this next phase.”
ENDNOTE
(1) CION’s ability to obtain additional debt financing on attractive terms or at all are not guaranteed. CION’s leverage may not increase within this target range or from current levels at all.
ABOUT CION INVESTMENT CORPORATION
CION Investment Corporation is a leading publicly listed business development company that had approximately $1.8 billion in assets as of September 30, 2021. 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.
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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 January 3, 2022, 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
Alexander Cavalieri
Investor Relations
1-800-343-3736
Analysts and Institutional Investors
Jeehae Linford
The Equity Group
212-836-9615
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