CION Investment Corp. Reports Material Definitive Agreement

TL;DR

CION filed an 8-K for a new material definitive agreement on Sept 18th.

AI Summary

CION Investment Corp. entered into a material definitive agreement on September 18, 2024, related to a direct financial obligation. The company, incorporated in Maryland, filed its 8-K report on September 23, 2024, detailing this obligation. The principal executive offices are located at 100 Park Avenue, New York, NY.

Why It Matters

This filing indicates CION Investment Corp. has entered into a significant financial agreement, which could impact its financial obligations and future operations.

Risk Assessment

Risk Level: medium — Entering into new financial obligations can introduce financial risk, the specifics of which are not detailed in this initial filing.

Key Players & Entities

• CION Investment Corp. (company) — Registrant
• September 18, 2024 (date) — Date of earliest event reported
• September 23, 2024 (date) — Date of report filing
• 100 Park Avenue, 25th Floor New York, New York 10017 (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.001 — ch registered Common stock, par value $0.001 per share CION The New York Stock E
• $100 million — , in connection with CION's issuance of $100 million aggregate principal amount of its float
• $96.2 m — net proceeds to CION were approximately $96.2 million, after the deduction of a commitm
• $2.875 m — er the deduction of a commitment fee of $2.875 million, placement agent fees and other f
• $543.6 m — , (iii) minimum shareholders' equity of $543.6 million, (iv) a minimum asset coverage ra
• $25 million — or unsecured indebtedness in excess of $25 million incurred by CION, which indebtedness co
• $25 m — aggregate principal amount of at least $25 million, certain judgments and orders, an

Filing Documents

• tm2424325d1_8k.htm (8-K) — 38KB
• tm2424325d1_ex10-1.htm (EX-10.1) — 499KB
• tm2424325d1_ex99-1.htm (EX-99.1) — 11KB
• tm2424325d1_ex99-1img001.jpg (GRAPHIC) — 4KB
• 0001104659-24-101899.txt ( ) — 826KB
• cion-20240918.xsd (EX-101.SCH) — 3KB
• cion-20240918_lab.xml (EX-101.LAB) — 33KB
• cion-20240918_pre.xml (EX-101.PRE) — 22KB
• tm2424325d1_8k_htm.xml (XML) — 4KB

01. Entry Into a Material Definitive

Item 1.01. Entry Into a Material Definitive Agreement. On September 18, 2024, CON Investment Corporation ("CION") entered into an Amended and Restated Note Purchase Agreement with certain institutional investors (the "AR Note Purchase Agreement"), in connection with CION's issuance of $100 million aggregate principal amount of its floating rate senior unsecured notes, tranche B, due 2027 (the "Tranche B Notes") at a purchase price equal to par. The Tranche B Notes represent an add-on, second tranche of the 2027 Notes that were issued by CION in November 2023. The net proceeds to CION were approximately $96.2 million, after the deduction of a commitment fee of $2.875 million, placement agent fees and other financing expenses, which CION intends to use to primarily repay debt under its senior secured financing arrangements, make investments in portfolio companies in accordance with its investment objectives, and for working capital and general corporate purposes. The Tranche B Notes are rated investment grade. The Tranche B Notes mature on November 8, 2027. The Tranche B Notes bear interest at a floating rate equal to the three-month Secured Overnight Financing Rate ("SOFR") plus a credit spread of 3.90% per year and subject to a 2.00% SOFR floor, which will be paid quarterly on February 15, May 15, August 15, and November 15 of each year, commencing on November 15, 2024. CION has the right to, at its option, redeem all or a part that is not less than 10% of the Tranche B Notes (i) on or before August 8, 2027, at a redemption price equal to 100% of the principal amount of Tranche B 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 Tranche B Note that is to be prepaid or becomes due and payable pursuant to the AR Note Purchase Agreement over (y) the amount of such called principal, plus accrued and unpaid interest, if any, and (ii) after August 8, 20

03. Creation of a Direct Financial Obligation

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. 10.1 Amended and Restated Note Purchase Agreement, dated as of September 18, 2024, by and among CON Investment Corporation and certain institutional investors. 99.1 Press Release dated September 23, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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. CON Investment Corporation Date: September 23, 2024 By: /s/ Michael A. Reisner Co-Chief Executive Officer EXHIBIT LIST EXHIBIT NUMBER DESCRIPTION 10.1 Amended and Restated Note Purchase Agreement, dated as of September 18, 2024, by and among CON Investment Corporation and certain institutional investors. 99.1 Press Release dated September 23, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

View Full Filing

View this 8-K filing on SEC EDGAR