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EX-10.1 - CION Investment Corpex10-1.htm


 
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): December 23, 2015 (December 22, 2015)
 
CĪON Investment Corporation
 (Exact Name of Registrant as Specified in Charter)
 
Maryland
 
000-54755
 
45-3058280
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
  3 Park Avenue, 36th Floor
New York, New York 10016
 
    (Address of Principal Executive Offices)  
 
 
(212) 418-4700
 
 
(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:
 
[  ] 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))
 

 
Item 1.01. Entry Into a Material Definitive Agreement.
 
      On December 22, 2015, Flatiron Funding, LLC, a wholly-owned financing subsidiary of CĪON Investment Corporation ("CĪON"), entered into a tenth amended and restated confirmation letter agreement (the “Tenth Amended and Restated Confirmation”) governing its total return swap (the “TRS”) with Citibank, N.A.  Pursuant to the Tenth Amended and Restated Confirmation, the ramp-down period was reduced from 90 days to 30 days prior to the termination date of March 17, 2016, which represents the period when reinvestment is no longer permitted under the terms of the TRS.  No other material terms were revised in connection with the Tenth Amended and Restated Confirmation.
 
      The foregoing description of the Tenth Amended and Restated Confirmation is a summary only and is qualified in all respects by the provisions of the Tenth Amended and Restated Confirmation, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
 
Item 2.02. Results of Operations and Financial Condition.
 
      On December 22, 2015, CĪON decreased its public offering price from $10.05 per share to $9.95 per share.  This decrease in the public offering price will become effective on CĪON's December 23, 2015 weekly closing and will be first applied to subscriptions received from December 16, 2015 through December 22, 2015.  In accordance with CĪON's previously disclosed share pricing policy, certain of CĪON's directors determined that a reduction in the public offering price per share was warranted following a decline in CĪON's net asset value per share to an amount more than 2.5% below CĪON's then-current net offering price.
 
      Although CĪON decreased its public offering price on December 22, 2015 from $10.05 per share to $9.95 per share, CĪON will maintain the amount of weekly cash distributions payable to shareholders of $0.014067 per share resulting in an annual distribution rate of 7.35% (based on the $9.95 per share public offering price).
 
Item 9.01.Financial Statements and Exhibits.
 
 
(d)
Exhibits.
 
EXHIBIT NUMBER
 
DESCRIPTION
10.1   Tenth Amended and Restated Confirmation Letter Agreement, dated December 22, 2015, by and between Flatiron Funding, LLC and Citibank, N.A.
 

                   
   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 23, 2015
By: /s/ Michael A. Reisner
    Co-President and Co-Chief Executive Officer
 

 
EXHIBIT LIST
 
EXHIBIT NUMBER
 
DESCRIPTION
10.1   Tenth Amended and Restated Confirmation Letter Agreement, dated December 22, 2015, by and between Flatiron Funding, LLC and Citibank, N.A.