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CION Investment Corp - Quarter Report: 2021 June (Form 10-Q)


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q 
[x]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2021
OR
[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number 000-54755 
 CĪON Investment Corporation 
 (Exact name of registrant as specified in its charter) 
 
Maryland45-3058280
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
3 Park Avenue, 36th Floor
New York, New York
10016
(Address of principal executive offices)(Zip Code)
 (212) 418-4700 
 (Registrant’s telephone number, including area code) 
   
 Not applicable 
 (Former name, former address and former fiscal year, if changed since last report) 
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
NoneNot applicableNot applicable
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.                                                      
Yes [x] No [ ]
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes [ ] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
 Large accelerated filer [ ]Accelerated filer [ ]
 
Non-accelerated filer [x]
Smaller reporting company [ ]
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.
[ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  
Yes [ ] No [x]
The number of shares of the registrant’s common stock, $0.001 par value, outstanding as of August 10, 2021 was 113,505,009.



CĪON INVESTMENT CORPORATION
FORM 10-Q
TABLE OF CONTENTS
Page
 




PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
CĪON Investment Corporation
Consolidated Balance Sheets
(in thousands, except share and per share amounts)
June 30,
2021
December 31,
2020
(unaudited)
Assets
Investments, at fair value:
     Non-controlled, non-affiliated investments (amortized cost of $1,607,939 and $1,501,529, respectively)$1,571,606 $1,440,004 
     Non-controlled, affiliated investments (amortized cost of $152,896 and $134,184, respectively)152,432 116,895 
     Controlled investments (amortized cost of $0 and $15,539, respectively)— 12,472 
          Total investments, at fair value (amortized cost of $1,760,835 and $1,651,252, respectively)1,724,038 1,569,371 
Cash1,496 19,914 
Interest receivable on investments20,279 17,484 
Receivable due on investments sold and repaid8,888 6,193 
Dividends receivable on investments187 45 
Prepaid expenses and other assets426 1,788 
   Total assets$1,755,314 $1,614,795 
Liabilities and Shareholders' Equity
Liabilities
Financing arrangements (net of unamortized debt issuance costs of $8,997 and $5,044, respectively)$796,003 $719,956 
Payable for investments purchased17,938 133 
Accounts payable and accrued expenses2,160 694 
Interest payable4,185 2,500 
Accrued management fees8,243 7,668 
Accrued subordinated incentive fee on income— 4,323 
Accrued administrative services expense905 1,265 
Total liabilities829,434 736,539 
Commitments and contingencies (Note 4 and Note 11)
Shareholders' Equity
Common stock, $0.001 par value; 500,000,000 shares authorized;
113,297,189 and 113,293,723 shares issued and outstanding, respectively113 113 
Capital in excess of par value1,054,881 1,054,911 
Accumulated distributable losses(129,114)(176,768)
Total shareholders' equity925,880 878,256 
Total liabilities and shareholders' equity$1,755,314 $1,614,795 
Net asset value per share of common stock at end of period$8.17 $7.75 
See accompanying notes to consolidated financial statements.
1


CĪON Investment Corporation
Consolidated Statements of Operations
(in thousands, except share and per share amounts)
Three Months Ended
June 30,
Six Months Ended
June 30,
Year Ended
December 31,
20212020202120202020
(unaudited)(unaudited)(unaudited)(unaudited)
Investment income
Non-controlled, non-affiliated investments
     Interest income$30,167 $28,157 $56,269 $67,578 $125,395 
     Paid-in-kind interest income3,853 3,076 9,988 4,952 17,078 
     Fee income880 737 1,813 1,341 4,393 
     Dividend income91 173 173 309 331 
Non-controlled, affiliated investments
     Interest income1,041 1,471 2,442 2,269 7,883 
     Dividend income933 473 1,760 948 3,012 
     Paid-in-kind interest income1,056 429 1,879 1,212 2,082 
     Fee income— — — — 150 
Controlled investments
     Dividend income— 1,292 — 2,947 3,518 
Total investment income38,021 35,808 74,324 81,556 163,842 
Operating expenses
Management fees8,243 7,929 16,026 16,380 31,828 
Administrative services expense697 806 1,381 1,200 2,465 
Subordinated incentive fee on income— — — 3,308 7,631 
General and administrative2,567 1,715 5,256 3,185 6,353 
Interest expense7,828 11,442 15,376 21,906 36,837 
Total operating expenses19,335 21,892 38,039 45,979 85,114 
Net investment income18,686 13,916 36,285 35,577 78,728 
Realized and unrealized gains (losses)
Net realized gains (losses) on:
   Non-controlled, non-affiliated investments445 (10,980)471 (14,963)(69,687)
   Non-controlled, affiliated investments— — (1,080)(211)(211)
   Controlled investments— — (3,067)— — 
   Foreign currency(4)(6)(11)(8)26 
Net realized gains (losses)441 (10,986)(3,687)(15,182)(69,872)
Net change in unrealized appreciation (depreciation) on:
   Non-controlled, non-affiliated investments5,957 13,543 25,195 (97,183)1,110 
   Non-controlled, affiliated investments2,885 (709)16,823 (8,546)(17,945)
   Controlled investments— 823 3,067 (3,991)(3,043)
Net change in unrealized appreciation (depreciation)8,842 13,657 45,085 (109,720)(19,878)
Net realized and unrealized gains (losses)9,283 2,671 41,398 (124,902)(89,750)
Net increase (decrease) in net assets resulting from operations$27,969 $16,587 $77,683 $(89,325)$(11,022)
Per share information—basic and diluted
Net increase (decrease) in net assets per share resulting from operations$0.25 $0.15 $0.68 $(0.79)$(0.10)
Weighted average shares of common stock outstanding113,495,366 113,311,656 113,501,166 113,505,901 113,635,682 
See accompanying notes to consolidated financial statements.
2


CĪON Investment Corporation
Consolidated Statements of Changes in Net Assets
(in thousands, except share and per share amounts)
Three Months Ended
June 30,
Six Months Ended
June 30,
Year Ended
December 31,
20212020202120202020
(unaudited)(unaudited)(unaudited)(unaudited)
Changes in net assets from operations:
Net investment income$18,686 $13,916 $36,285 $35,577 $78,728 
Net realized gain (loss) on investments445 (10,980)(3,676)(15,174)(69,898)
Net realized (loss) gain on foreign currency(4)(6)(11)(8)26 
Net change in unrealized appreciation (depreciation) on investments8,842 13,657 45,085 (109,720)(19,878)
Net increase (decrease) in net assets resulting from operations27,969 16,587 77,683 (89,325)(11,022)
Changes in net assets from shareholders' distributions:
Distributions to shareholders(15,000)— (30,029)(20,793)(63,283)
Net decrease in net assets resulting from shareholders' distributions(15,000)— (30,029)(20,793)(63,283)
Changes in net assets from capital share transactions:
Reinvestment of shareholders' distributions5,132 (1)10,424 8,070 23,298 
Repurchase of common stock(5,163)(14)(10,454)(8,085)(23,300)
Net decrease in net assets resulting from capital share transactions(31)(15)(30)(15)(2)
Total increase (decrease) in net assets12,938 16,572 47,624 (110,133)(74,307)
Net assets at beginning of period912,942 825,858 878,256 952,563 952,563 
Net assets at end of period$925,880 $842,430 $925,880 $842,430 $878,256 
Net asset value per share of common stock at end of period$8.17 $7.43 $8.17 $7.43 $7.75 
Shares of common stock outstanding at end of period113,297,189 113,311,355 113,297,189 113,311,355 113,293,723 
See accompanying notes to consolidated financial statements.
3


CĪON Investment Corporation
Consolidated Statements of Cash Flows
(in thousands)
Three Months Ended
June 30,
Six Months Ended
June 30,
Year Ended
December 31,
20212020202120202020
(unaudited)(unaudited)(unaudited)(unaudited)
Operating activities:
Net increase (decrease) in net assets resulting from operations$27,969 $16,587 $77,683 $(89,325)$(11,022)
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(2,733)(1,836)(5,905)(7,017)(13,214)
Proceeds from principal repayment of investments91,697 57,924 265,971 240,738 465,547 
Purchase of investments(222,098)(25,872)(405,732)(201,503)(359,633)
Paid-in-kind interest and dividends capitalized(5,303)(4,083)(12,818)(7,353)(21,420)
Decrease (increase) in short term investments, net39,110 24,989 25,114 (2,141)(44,071)
Proceeds from sale of investments5,131 16,844 20,131 44,428 77,630 
Net realized (gain) loss on investments(445)10,980 3,676 15,174 69,898 
Net change in unrealized (appreciation) depreciation on investments(8,842)(13,657)(45,085)109,720 19,878 
Amortization of debt issuance costs682 3,277 1,431 3,964 5,037 
(Increase) decrease in due from counterparty— 5,146 — 3,281 3,281 
(Increase) decrease in interest receivable on investments(2,092)(3,463)(2,814)(4,291)(1,137)
(Increase) decrease in dividends receivable on investments128 (1,104)(142)(1,410)1,061 
(Increase) decrease in receivable due on investments sold and repaid31,027 (1,015)(2,695)16,646 12,359 
(Increase) decrease in prepaid expenses and other assets241 71 1,362 433 (803)
Increase (decrease) in payable for investments purchased(22,279)(19,761)17,805 — (1,435)
Increase (decrease) in accounts payable and accrued expenses1,239 (202)1,466 60 (121)
Increase (decrease) in interest payable1,468 (290)1,685 (684)(663)
Increase (decrease) in accrued management fees460 (522)575 (940)(1,201)
Increase (decrease) in accrued administrative services expense516 412 (360)(484)48 
Increase (decrease) in subordinated incentive fee on income payable— — (4,323)(2,304)(1,289)
Net cash (used in) provided by operating activities(64,124)64,425 (62,975)116,992 198,730 
Financing activities:
Repurchase of common stock(5,163)(14)(10,454)(8,085)(23,300)
Shareholders' distributions paid(9,868)(1)(19,605)(12,723)(39,985)
Repayments under financing arrangements— (505,859)(125,000)(581,159)486,153 
Borrowings under financing arrangements80,000 445,035 205,000 486,153 (602,194)
Debt issuance costs paid(990)(5,625)(5,384)(5,625)(5,625)
Net cash provided by (used in) financing activities63,979 (66,464)44,557 (121,439)(184,951)
Net (decrease) increase in cash(145)(2,039)(18,418)(4,447)13,779 
Cash, beginning of period1,641 3,727 19,914 6,135 6,135 
Cash, end of period$1,496 $1,688 $1,496 $1,688 $19,914 
Supplemental disclosure of cash flow information:
Cash paid for interest$5,676 $8,484 $12,258 $18,645 $32,403 
Supplemental non-cash financing activities:
Reinvestment of shareholders' distributions$5,132 $(1)$10,424 $8,070 $23,298 
Restructuring of portfolio investment$2,286 $38,763 $2,286 $38,763 $91,326 
        Cash interest receivable exchanged for additional securities$— $— $1,304 $— $— 
See accompanying notes to consolidated financial statements.
4


CĪON Investment Corporation
Consolidated Schedule of Investments (unaudited)
June 30, 2021
(in thousands)
Portfolio Company(a)Index Rate(b)IndustryPrincipal/
Par Amount/
Units(e)
Cost(d)Fair
Value(c)
Senior Secured First Lien Debt - 152.0%
1244311 B.C. LTD., L+500, 1.00% LIBOR Floor, 9/30/2025(s)3 Month LIBORChemicals, Plastics & Rubber$2,410 $2,291 $2,286 
1244311 B.C. LTD., L+500, 1.00% LIBOR Floor, 9/30/2025(s)(v)3 Month LIBORChemicals, Plastics & Rubber832 785 783 
ABB/CON-CISE Optical Group LLC, L+500, 1.00% LIBOR Floor, 6/15/2023(o)6 Month LIBORConsumer Goods: Non-Durable3,505 3,409 3,404 
Adams Publishing Group, LLC, L+700, 1.75% LIBOR Floor, 7/2/2023(n)(o)1 Month LIBORMedia: Advertising, Printing & Publishing10,797 10,745 10,797 
Adapt Laser Acquisition, Inc., L+1200, 1.00% LIBOR Floor, 12/31/2023(n)(v)3 Month LIBORCapital Equipment11,247 11,247 9,237 
Adapt Laser Acquisition, Inc., L+1000, 1.00% LIBOR Floor, 12/31/20233 Month LIBORCapital Equipment2,000 2,000 1,643 
Aegis Toxicology Sciences Corp., L+550, 1.00% LIBOR Floor, 5/9/2025(n)3 Month LIBORHealthcare & Pharmaceuticals8,440 8,334 8,219 
AIS Holdco, LLC, L+500, 0.00% LIBOR Floor, 8/15/2025(n)3 Month LIBORBanking, Finance, Insurance & Real Estate1,995 1,979 1,960 
Alchemy US Holdco 1, LLC, L+550, 10/10/2025(n)1 Month LIBORConstruction & Building11,287 11,184 11,223 
Alert 360 Opco, Inc., L+600, 1.00% LIBOR Floor, 10/16/2025(n)(s)1 Month LIBORServices: Consumer12,178 12,178 12,194 
Allen Media, LLC, L+550, 0.00% LIBOR Floor, 2/10/2027(n)(o)3 Month LIBORMedia: Diversified & Production9,759 9,759 9,759 
Alliance Healthcare Services, Inc., L+450, 1.00% LIBOR Floor, 10/24/2023(v)1 Month LIBORHealthcare & Pharmaceuticals4,114 3,951 4,093 
ALM Media, LLC, L+650, 1.00% LIBOR Floor, 11/25/2024(n)(o)3 Month LIBORMedia: Advertising, Printing & Publishing18,447 18,186 17,709 
AMCP Staffing Intermediate Holdings III, LLC, L+675, 1.50% LIBOR Floor, 9/24/2025(n)3 Month LIBORServices: Business12,143 12,100 11,960 
AMCP Staffing Intermediate Holdings III, LLC, L+675, 1.50% LIBOR Floor, 9/24/20251 Month LIBORServices: Business457 457 450 
AMCP Staffing Intermediate Holdings III, LLC, 0.50% Unfunded, 9/24/2025NoneServices: Business1,142 — (17)
American Clinical Solutions LLC, 7.00%, 12/31/2022(n)(s)NoneHealthcare & Pharmaceuticals3,500 3,445 3,334 
American Clinical Solutions LLC, 7.00%, 12/31/2021(n)(s)NoneHealthcare & Pharmaceuticals250 250 246 
American Consolidated Natural Resources, Inc., L+1300, 1.00% LIBOR Floor, 9/16/2025(n)(v)3 Month LIBORMetals & Mining580 421 584 
American Media, LLC, L+775, 1.50% LIBOR Floor, 12/31/2023(n)3 Month LIBORMedia: Advertising, Printing & Publishing10,452 10,309 10,347 
American Media, LLC, L+775, 1.50% LIBOR Floor, 12/31/2023(n)3 Month LIBORMedia: Advertising, Printing & Publishing1,617 1,596 1,601 
American Media, LLC, 0.50% Unfunded, 12/31/2023(n)NoneMedia: Advertising, Printing & Publishing85 — (1)
American Teleconferencing Services, Ltd., L+650, 1.00% LIBOR Floor, 12/8/2021(n)3 Month LIBORTelecommunications19,505 18,920 13,678 
Analogic Corp., L+525, 1.00% LIBOR Floor, 6/21/2024(n)(o)1 Month LIBORHealthcare & Pharmaceuticals4,925 4,870 4,802 
Ancile Solutions, Inc., L+1000, 1.00% LIBOR Floor, 6/11/2026(v)3 Month LIBORHigh Tech Industries12,500 12,127 12,125 
Anthem Sports & Entertainment Inc., L+950, 1.00% LIBOR Floor, 9/9/2024(n)(v)3 Month LIBORMedia: Diversified & Production15,586 15,135 15,430 
Anthem Sports & Entertainment Inc., L+950, 1.00% LIBOR Floor, 9/9/20243 Month LIBORMedia: Diversified & Production417 417 415 
Anthem Sports & Entertainment Inc., 0.50% Unfunded, 9/9/2024NoneMedia: Diversified & Production1,750 — (9)
APCO Holdings, LLC, L+550, 0.00% LIBOR Floor, 6/9/2025(n)1 Month LIBORBanking, Finance, Insurance & Real Estate8,305 8,252 8,305 
Appalachian Resource Company, LLC, L+500, 1.00% LIBOR Floor, 9/10/20231 Month LIBORMetals & Mining11,137 9,842 10,357 
Appalachian Resource Company, LLC, 0.00% Unfunded, 9/10/2023(p)NoneMetals & Mining2,500 — — 
Associated Asphalt Partners, LLC, L+525, 1.00% LIBOR Floor, 4/5/2024(n)(o)1 Month LIBORConstruction & Building14,436 14,082 13,624 
Avison Young (USA) Inc., L+500, 0.00% LIBOR Floor, 1/31/2026(h)(n)3 Month LIBORBanking, Finance, Insurance & Real Estate14,737 14,552 14,590 
BK Medical Holding Company, Inc., L+525, 1.00% LIBOR Floor, 6/22/2024(n)(o)1 Month LIBORHealthcare & Pharmaceuticals4,938 4,908 4,814 
Blackboard Inc., L+600, 1.00% LIBOR Floor, 6/30/20243 Month LIBORServices: Consumer4,975 4,975 5,001 
See accompanying notes to consolidated financial statements.
5


CĪON Investment Corporation
Consolidated Schedule of Investments (unaudited)
June 30, 2021
(in thousands)
Portfolio Company(a)Index Rate(b)IndustryPrincipal/
Par Amount/
Units(e)
Cost(d)Fair
Value(c)
Cadence Aerospace, LLC, L+850, 1.00% LIBOR Floor, 11/14/2023(n)(o)(v)3 Month LIBORAerospace & Defense38,752 38,348 37,444 
Cardenas Markets LLC, L+625, 1.00% LIBOR Floor, 6/3/20276 Month LIBORRetail11,000 10,891 11,041 
CB URS Holdings Corp., L+575, 1.00% LIBOR Floor, 9/1/2024(n)6 Month LIBORTransportation: Cargo15,618 15,566 14,036 
Celerity Acquisition Holdings, LLC, L+850, 1.00% LIBOR Floor, 5/28/20263 Month LIBORServices: Business15,000 15,000 15,000 
Charming Charlie LLC, 20.00%, 4/24/2023(r)(s)NoneRetail777 657 350 
CHC Solutions Inc., 12.00%, 7/20/2023(o)(v)NoneHealthcare & Pharmaceuticals7,806 7,806 7,738 
CircusTrix Holdings, LLC, L+800, 1.00% LIBOR Floor, 1/16/2024(n)(o)(v)1 Month LIBORHotel, Gaming & Leisure26,536 26,330 24,048 
CircusTrix Holdings, LLC, L+800, 1.00% LIBOR Floor, 1/16/2024(n)(v)1 Month LIBORHotel, Gaming & Leisure2,701 2,701 2,448 
CircusTrix Holdings, LLC, L+800, 1.00% LIBOR Floor, 7/16/2023(n)(v)1 Month LIBORHotel, Gaming & Leisure1,757 1,607 2,047 
CircusTrix Holdings, LLC, 1.00% Unfunded, 12/31/2021NoneHotel, Gaming & Leisure180 — 30 
Country Fresh Holdings, LLC, L+500, 1.00% LIBOR Floor, 4/29/2023(r)3 Month LIBORBeverage, Food & Tobacco1,020 1,000 170 
Country Fresh Holdings, LLC, L+500, 1.00% LIBOR Floor, 4/29/2023(n)(r)3 Month LIBORBeverage, Food & Tobacco414 414 69 
Country Fresh Holdings, LLC, 12.00%, 6/1/2022(v)NoneBeverage, Food & Tobacco31 30 31 
Coyote Buyer, LLC, L+600, 1.00% LIBOR Floor, 2/6/2026(n)(o)3 Month LIBORChemicals, Plastics & Rubber34,563 34,313 34,563 
Coyote Buyer, LLC, L+800, 1.00% LIBOR Floor, 8/6/2026(o)3 Month LIBORChemicals, Plastics & Rubber6,219 6,108 6,219 
Coyote Buyer, LLC, 0.50% Unfunded, 2/6/2025NoneChemicals, Plastics & Rubber2,500 — — 
David's Bridal, LLC, L+1000, 1.00% LIBOR Floor, 6/23/2023(v)3 Month LIBORRetail5,477 4,700 5,477 
David's Bridal, LLC, L+1000, 1.00% LIBOR Floor, 5/23/2024(v)3 Month LIBORRetail5,000 5,000 5,000 
David's Bridal, LLC, L+600, 1.00% LIBOR Floor, 6/30/2023(v)3 Month LIBORRetail767 682 767 
Deluxe Entertainment Services, Inc., L+650, 1.00% LIBOR Floor, 3/25/2024(n)(s)(v)3 Month LIBORMedia: Diversified & Production3,354 3,453 3,354 
DMT Solutions Global Corp., L+700, 0.00% LIBOR Floor, 7/2/2024(n)(w)Services: Business16,990 16,712 16,905 
Eagle Family Foods Group LLC, L+650, 1.00% LIBOR Floor, 6/14/20243 Month LIBORBeverage, Food & Tobacco14,025 13,853 14,025 
East Valley Tourist Development Authority, L+800, 1.00% LIBOR Floor, 3/7/2022(i)6 Month LIBORHotel, Gaming & Leisure5,000 4,950 4,950 
Entertainment Studios P&A LLC, 6.30%, 5/18/2037(k)(n)NoneMedia: Diversified & Production11,971 11,872 10,085 
Entertainment Studios P&A LLC, 5.00%, 5/18/2037(k)NoneMedia: Diversified & Production— — 2,339 
EnTrans International, LLC, L+600, 0.00% LIBOR Floor, 11/1/2024(n)1 Month LIBORCapital Equipment25,500 25,346 24,161 
Extreme Reach, Inc., L+750, 1.50% LIBOR Floor, 3/29/2024(n)(o)1 Month LIBORMedia: Diversified & Production19,588 19,452 19,490 
Extreme Reach, Inc., 0.50% Unfunded, 3/29/2024(n)(o)NoneMedia: Diversified & Production1,744 — (9)
F+W Media, Inc., L+1000, 1.50% LIBOR Floor, 5/24/2022(r)(s)1 Month LIBORMedia: Diversified & Production1,139 — — 
Foundation Consumer Healthcare, LLC, L+575, 1.00% LIBOR Floor, 11/2/2023(n)(o)3 Month LIBORHealthcare & Pharmaceuticals33,395 33,092 33,646 
Foundation Consumer Healthcare, LLC, 0.50% Unfunded, 11/2/2023NoneHealthcare & Pharmaceuticals2,094 — 16 
Genesis Healthcare, Inc., 0.50% Unfunded, 3/6/2023(h)NoneHealthcare & Pharmaceuticals35,000 — — 
Geo Parent Corp., L+525, 0.00% LIBOR Floor, 12/19/2025(n)1 Month LIBORServices: Business14,663 14,560 14,663 
Geon Performance Solutions, LLC, L+625, 1.63% LIBOR Floor, 10/25/2024(n)(o)1 Month LIBORChemicals, Plastics & Rubber20,616 20,361 20,616 
Geon Performance Solutions, LLC, 0.50% Unfunded, 10/25/2024NoneChemicals, Plastics & Rubber2,586 — — 
Harland Clarke Holdings Corp., L+475, 1.00% LIBOR Floor, 11/3/2023(n)3 Month LIBORServices: Business11,915 11,893 10,754 
See accompanying notes to consolidated financial statements.
6


CĪON Investment Corporation
Consolidated Schedule of Investments (unaudited)
June 30, 2021
(in thousands)
Portfolio Company(a)Index Rate(b)IndustryPrincipal/
Par Amount/
Units(e)
Cost(d)Fair
Value(c)
HDT Holdco, Inc., L+575, 0.75% LIBOR Floor, 7/8/2027(i)3 Month LIBORAerospace & Defense5,000 4,850 4,887 
Heritage Power, LLC, L+600, 1.00% LIBOR Floor, 7/30/20266 Month LIBOREnergy: Oil & Gas4,975 4,795 4,442 
Hilliard, Martinez & Gonzales, LLP, L+1800, 2.00% LIBOR Floor, 12/17/2022(n)(v)1 Month LIBORServices: Consumer22,982 22,858 22,659 
Homer City Generation, L.P., 15.00%, 4/5/2023(n)(v)NoneEnergy: Oil & Gas9,445 9,818 7,485 
Hoover Group, Inc., L+850, 1.25% LIBOR Floor, 10/1/2024(o)3 Month LIBORServices: Business5,182 5,165 5,169 
HUMC Holdco, LLC, 9.00%, 9/9/2021(n)NoneHealthcare & Pharmaceuticals9,667 9,667 9,630 
Hummel Station LLC, L+600, 1.00% LIBOR Floor, 10/27/2022(n)(o)1 Month LIBOREnergy: Oil & Gas14,083 10,381 10,102 
Hummel Station LLC, L+600, 1.00% LIBOR Floor, 10/27/2022(n)1 Month LIBOREnergy: Oil & Gas872 4,270 4,213 
Hyperion Materials & Technologies, Inc., L+550, 1.00% LIBOR Floor, 8/28/2026(n)3 Month LIBORChemicals, Plastics & Rubber9,850 9,696 9,856 
Independent Pet Partners Intermediate Holdings, LLC, 6.00%, 11/20/2023(n)(v)NoneRetail9,986 9,911 8,538 
Independent Pet Partners Intermediate Holdings, LLC, Prime+500, 12/22/2022(n)(v)PrimeRetail2,043 2,043 2,043 
Independent Pet Partners Intermediate Holdings, LLC, L+600, 0.00% LIBOR Floor, 12/22/2022(n)(v)3 Month LIBORRetail260 260 260 
InfoGroup Inc., L+500, 1.00% LIBOR Floor, 4/3/2023(n)(o)3 Month LIBORMedia: Advertising, Printing & Publishing15,513 15,507 14,776 
Instant Web, LLC, L+650, 1.00% LIBOR Floor, 12/15/2022(n)(o)1 Month LIBORMedia: Advertising, Printing & Publishing36,908 36,876 34,740 
Instant Web, LLC, 0.50% Unfunded, 12/15/2022(n)NoneMedia: Advertising, Printing & Publishing2,704 — — 
Invincible Boat Company, L+650, 1.50% LIBOR Floor, 8/28/20253 Month LIBORConsumer Goods: Durable14,906 14,760 14,757 
Invincible Boat Company, 0.50% Unfunded, 8/28/2025NoneConsumer Goods: Durable798 — (8)
INW Manufacturing, LLC, L+575, 0.75% LIBOR Floor, 3/25/2027(o)3 Month LIBORServices: Business15,358 14,905 15,051 
INW Manufacturing, LLC, L+575, 0.75% LIBOR Floor, 3/25/20273 Month LIBORServices: Business4,545 4,411 4,455 
Isagenix International, LLC, L+575, 1.00% LIBOR Floor, 6/14/2025(n)3 Month LIBORBeverage, Food & Tobacco17,332 15,609 15,621 
Island Medical Management Holdings, LLC, L+650, 1.00% LIBOR Floor, 9/1/2022(n)(o)3 Month LIBORHealthcare & Pharmaceuticals11,118 11,079 10,896 
Jenny C Acquisition, Inc., L+1050, 1.75% LIBOR Floor, 10/1/2024(n)(v)3 Month LIBORServices: Consumer11,373 11,309 10,645 
JP Intermediate B, LLC, L+550, 1.00% LIBOR Floor, 11/20/2025(n)3 Month LIBORBeverage, Food & Tobacco14,814 14,593 14,394 
K&N Parent, Inc., L+475, 1.00% LIBOR Floor, 10/20/20233 Month LIBORConsumer Goods: Durable4,987 4,805 4,837 
KITV, Inc., L+750, 1.00% LIBOR Floor, 3/4/2026(n)3 Month LIBORMedia: Diversified & Production20,500 20,500 21,013 
KNB Holdings Corp., L+550, 1.00% LIBOR Floor, 4/26/2024(n)6 Month LIBORConsumer Goods: Durable7,964 7,870 7,234 
Labvantage Solutions Ltd., E+750, 1.00% EURIBOR Floor, 9/30/2021(h)1 Month EURIBORHigh Tech Industries1,921 2,159 2,278 
Labvantage Solutions Inc., L+750, 1.00% LIBOR Floor, 9/30/2021(n)(o)1 Month LIBORHigh Tech Industries1,055 1,055 1,055 
LAV Gear Holdings, Inc., L+750, 1.00% LIBOR Floor, 10/31/2024(n)(o)(v)3 Month LIBORServices: Business26,004 25,659 24,736 
LAV Gear Holdings, Inc., L+750, 1.00% LIBOR Floor, 10/31/2024(n)(o)(v)3 Month LIBORServices: Business4,485 4,444 4,267 
LGC US Finco, LLC, L+650, 1.00% LIBOR Floor, 12/20/2025(n)1 Month LIBORCapital Equipment9,700 9,458 9,421 
LH Intermediate Corp., L+750, 1.00% LIBOR Floor, 6/2/20263 Month LIBORConsumer Goods: Durable14,813 14,578 14,627 
Lift Brands, Inc., L+750, 1.00% LIBOR Floor, 6/29/2025(n)(o)(s)1 Month LIBORServices: Consumer23,642 23,641 23,642 
Lift Brands, Inc., 9.50%, 6/29/2025(n)(o)(s)(v)NoneServices: Consumer5,094 4,998 4,954 
Lift Brands, Inc., 6/29/2025(n)(o)(q)(s)NoneServices: Consumer5,296 4,749 4,700 
Longview Power, LLC, L+1000, 1.50% LIBOR Floor, 7/30/2025(s)3 Month LIBOREnergy: Oil & Gas4,211 2,577 4,421 
See accompanying notes to consolidated financial statements.
7


CĪON Investment Corporation
Consolidated Schedule of Investments (unaudited)
June 30, 2021
(in thousands)
Portfolio Company(a)Index Rate(b)IndustryPrincipal/
Par Amount/
Units(e)
Cost(d)Fair
Value(c)
MacNeill Pride Group Corp., L+650, 1.00% LIBOR Floor, 4/20/2026(n)3 Month LIBORServices: Consumer15,000 14,855 14,850 
MacNeill Pride Group Corp., 0.50% Unfunded, 7/20/2023(n)NoneServices: Consumer5,000 (48)(50)
Mimeo.com, Inc., L+700, 1.00% LIBOR Floor, 12/21/2023(q)3 Month LIBORServices: Business23,737 23,737 23,143 
Mimeo.com, Inc., L+1700, 1.00% LIBOR Floor, 12/21/2023(v)3 Month LIBORServices: Business2,006 2,006 2,058 
Mimeo.com, Inc., 1.00% Unfunded, 12/21/2023NoneServices: Business1,250 — 33 
Moss Holding Company, L+700, 1.00% LIBOR Floor, 4/17/2024(n)(o)(v)3 Month LIBORServices: Business19,590 19,430 17,631 
Moss Holding Company, 0.50% Unfunded, 4/17/2023NoneServices: Business2,232 — — 
Napa Management Services Corp., L+500, 1.00% LIBOR Floor, 4/19/20231 Month LIBORHealthcare & Pharmaceuticals5,346 5,277 5,343 
NASCO Healthcare Inc., L+450, 1.00% LIBOR Floor, 6/30/2023(n)3 Month LIBORServices: Business17,556 17,556 17,314 
NewsCycle Solutions, Inc., L+700, 1.00% LIBOR Floor, 12/29/2022(n)(o)3 Month LIBORMedia: Advertising, Printing & Publishing12,125 12,059 12,004 
NWN Parent Holdings LLC, L+650, 1.00% LIBOR Floor, 5/7/20263 Month LIBORHigh Tech Industries13,167 13,037 13,183 
NWN Parent Holdings LLC, 0.50% Unfunded, 5/7/2026NoneHigh Tech Industries1,800 (18)
Optio Rx, LLC, L+700, 0.00% LIBOR Floor, 6/28/2024(n)(o)1 Month LIBORHealthcare & Pharmaceuticals23,625 23,522 23,182 
Optio Rx, LLC, L+1000, 0.00% LIBOR Floor, 6/28/2024(o)1 Month LIBORHealthcare & Pharmaceuticals2,515 2,495 2,666 
Patterson Medical Supply, Inc., L+475, 1.00% LIBOR Floor, 8/28/20221 Month LIBORHealthcare & Pharmaceuticals5,968 5,893 5,968 
PetroChoice Holdings, Inc., L+500, 1.00% LIBOR Floor, 8/20/20223 Month LIBORChemicals, Plastics & Rubber3,916 3,812 3,760 
PH Beauty Holdings III. Inc., L+500, 0.00% LIBOR Floor, 9/28/2025(n)3 Month LIBORConsumer Goods: Non-Durable9,725 9,161 9,530 
Pixelle Specialty Solutions LLC, L+650, 1.00% LIBOR Floor, 10/31/2024(n)1 Month LIBORForest Products & Paper21,686 21,406 21,699 
Playboy Enterprises, Inc., L+575, 0.50% LIBOR Floor, 5/25/2027(h)(o)3 Month LIBORConsumer Goods: Non-Durable20,000 19,600 19,600 
Polymer Additives, Inc., L+600, 0.00% LIBOR Floor, 7/31/2025(n)3 Month LIBORChemicals, Plastics & Rubber19,500 19,247 18,769 
RA Outdoors, LLC, L+675, 0.00% LIBOR Floor, 4/8/2026(n)3 Month LIBORMedia: Diversified & Production15,951 15,951 15,811 
RA Outdoors, LLC, 0.50% Unfunded, 4/8/2026NoneMedia: Diversified & Production1,049 (170)(9)
Rapid Fire Protection, Inc., L+650, 1.75% LIBOR Floor, 11/22/2024(i)1 Month LIBORConstruction & Building7,000 6,974 7,000 
Retail Services WIS Corp., L+775, 1.00% LIBOR Floor, 5/20/2025(n)3 Month LIBORServices: Business10,000 9,803 9,850 
Rogers Mechanical Contractors, LLC, L+650, 1.00% LIBOR Floor, 9/9/2025(n)1 Month LIBORServices: Business17,692 17,692 17,692 
Rogers Mechanical Contractors, LLC, 0.75% Unfunded, 9/9/2025NoneServices: Business2,885 — — 
Rogers Mechanical Contractors, LLC, 1.00% Unfunded, 4/28/2023NoneServices: Business1,923 — — 
Securus Technologies Holdings, Inc., L+450, 1.00% LIBOR Floor, 11/1/2024(n)6 Month LIBORTelecommunications3,929 3,118 3,929 
Sequoia Healthcare Management, LLC, 12.75%, 8/21/2023(n)(o)(r)NoneHealthcare & Pharmaceuticals8,525 8,457 6,394 
SIMR, LLC, L+1700, 2.00% LIBOR Floor, 9/7/2023(n)(s)(v)1 Month LIBORHealthcare & Pharmaceuticals18,779 18,625 15,470 
Smart & Final Inc., L+675, 0.00% LIBOR Floor, 6/20/2025(n)1 Month LIBORRetail7,705 7,178 7,739 
Software Luxembourg Acquisitions S.À.R.L., L+750, 1.00% LIBOR Floor, 4/27/2025(h)(o)3 Month LIBORHigh Tech Industries3,004 2,909 3,004 
Software Luxembourg Acquisitions S.À.R.L., L+750, 1.00% LIBOR Floor, 12/27/2024(h)(o)3 Month LIBORHigh Tech Industries805 784 805 
Sorenson Communications, LLC, L+550, 0.75% LIBOR Floor, 3/17/2026(n)3 Month LIBORTelecommunications9,750 9,656 9,847 
Spinal USA, Inc. / Precision Medical Inc., L+950, 10/1/2021(n)3 Month LIBORHealthcare & Pharmaceuticals12,556 12,535 12,117 
Spinal USA, Inc. / Precision Medical Inc., L+950, 10/1/2021(n)(v)3 Month LIBORHealthcare & Pharmaceuticals1,176 1,116 1,178 
See accompanying notes to consolidated financial statements.
8


CĪON Investment Corporation
Consolidated Schedule of Investments (unaudited)
June 30, 2021
(in thousands)
Portfolio Company(a)Index Rate(b)IndustryPrincipal/
Par Amount/
Units(e)
Cost(d)Fair
Value(c)
Spinal USA, Inc. / Precision Medical Inc., L+1050, 10/1/2021(i)(n)(v)3 Month LIBORHealthcare & Pharmaceuticals1,030 1,030 999 
Spinal USA, Inc. / Precision Medical Inc., L+950, 10/1/2021(n)(v)3 Month LIBORHealthcare & Pharmaceuticals634 493 610 
Stats Intermediate Holdings, LLC, L+525, 0.00% LIBOR Floor, 7/12/2026(n)3 Month LIBORHigh Tech Industries9,850 9,687 9,887 
STV Group, Inc., L+525, 0.00% LIBOR Floor, 12/13/2026(o)1 Month LIBORServices: Business1,995 1,975 1,985 
Tenere Inc., L+850, 1.00% LIBOR Floor, 5/5/2025(n)(o)3 Month LIBORCapital Equipment18,080 18,051 18,103 
Tensar Corp., L+675, 1.00% LIBOR Floor, 10/20/2025(n)3 Month LIBORChemicals, Plastics & Rubber4,975 4,865 5,003 
The Pasha Group, L+800, 1.00% LIBOR Floor, 1/26/2023(n)(o)2 Month LIBORTransportation: Cargo3,885 3,843 3,924 
The Pay-O-Matic Corp., L+900, 1.00% LIBOR Floor, 10/29/2021(j)(n)3 Month LIBORServices: Consumer6,162 6,126 6,162 
Vesta Holdings, LLC, L+1000, 1.00% LIBOR Floor, 2/25/2024(n)(v)1 Month LIBORBanking, Finance, Insurance & Real Estate25,268 25,268 25,268 
Volta Charging, LLC, 12.00%, 6/19/2024(n)NoneMedia: Diversified & Production15,000 15,000 16,219 
Volta Charging, LLC, 12.00%, 6/19/2024(n)NoneMedia: Diversified & Production12,000 11,983 12,975 
West Dermatology Management Holdings, LLC, L+675, 1.00% LIBOR Floor, 2/11/2025(n)(o)(v)3 Month LIBORHealthcare & Pharmaceuticals9,455 9,400 9,183 
West Dermatology Management Holdings, LLC, L+675, 1.00% LIBOR Floor, 2/11/2025(n)(v)3 Month LIBORHealthcare & Pharmaceuticals1,657 1,645 1,607 
West Dermatology Management Holdings, LLC, L+750, 1.00% LIBOR Floor, 2/11/20253 Month LIBORHealthcare & Pharmaceuticals1,182 1,182 1,196 
West Dermatology Management Holdings, LLC, 0.75% Unfunded, 2/11/2022NoneHealthcare & Pharmaceuticals472 — 
West Dermatology Management Holdings, LLC, 0.75% Unfunded, 2/11/2022NoneHealthcare & Pharmaceuticals7,182 (20)(206)
Williams Industrial Services Group, Inc, L+900, 1.00% LIBOR Floor, 12/16/2025(o)1 Month LIBORServices: Business9,925 9,925 10,024 
Williams Industrial Services Group, Inc, 0.50% Unfunded, 6/16/2022NoneServices: Business5,000 — 50 
Wind River Systems, Inc., L+675, 1.00% LIBOR Floor, 6/24/20243 Month LIBORHigh Tech Industries24,342 24,139 24,190 
Wok Holdings Inc., L+625, 0.00% LIBOR Floor, 3/1/2026(n)1 Month LIBORBeverage, Food & Tobacco20,444 19,940 20,316 
Total Senior Secured First Lien Debt1,430,846 1,407,224 
Senior Secured Second Lien Debt - 15.3%
Access CIG, LLC, L+775, 0.00% LIBOR Floor, 2/27/2026(n)(o)1 Month LIBORServices: Business17,250 17,146 17,164 
Carestream Health, Inc., L+1250, 1.00% LIBOR Floor, 8/8/2023(n)(o)(v)3 Month LIBORHealthcare & Pharmaceuticals11,966 11,966 11,764 
Country Fresh Holdings, LLC, L+850, 1.00% LIBOR Floor, 4/29/2024(n)(r)(v)3 Month LIBORBeverage, Food & Tobacco2,364 2,297 — 
Dayton Superior Corp., L+700, 2.00% LIBOR Floor, 12/4/2024(n)3 Month LIBORConstruction & Building1,485 1,485 1,483 
Deluxe Entertainment Services, Inc., L+850, 1.00% LIBOR Floor, 9/25/2024(n)(r)(s)(v)3 Month LIBORMedia: Diversified & Production10,400 10,017 — 
Global Tel*Link Corp., L+825, 0.00% LIBOR Floor, 11/29/2026(o)1 Month LIBORTelecommunications11,500 11,345 11,471 
LSCS Holdings, Inc., L+825, 0.00% LIBOR Floor, 3/16/2026(n)6 Month LIBORServices: Business11,891 11,701 11,653 
Medical Solutions Holdings, Inc., L+838, 1.00% LIBOR Floor, 6/16/2025(n)1 Month LIBORHealthcare & Pharmaceuticals10,000 9,907 9,750 
MedPlast Holdings, Inc., L+775, 0.00% LIBOR Floor, 7/2/2026(n)1 Month LIBORHealthcare & Pharmaceuticals6,750 6,702 6,202 
Ministry Brands, LLC, L+925, 1.00% LIBOR Floor, 6/2/2023(n)(o)1 Month LIBORServices: Business7,000 7,000 6,982 
Niacet Corp., E+875, 1.00% EURIBOR Floor, 8/1/2024(h)1 Month EURIBORChemicals, Plastics & Rubber6,263 6,721 7,426 
Patterson Medical Supply, Inc., L+1050, 1.00% LIBOR Floor, 8/28/2023(n)(v)3 Month LIBORHealthcare & Pharmaceuticals15,563 15,510 15,563 
PetroChoice Holdings, Inc., L+875, 1.00% LIBOR Floor, 8/21/20233 Month LIBORChemicals, Plastics & Rubber15,000 14,399 14,550 
Premiere Global Services, Inc., L+950, 1.00% LIBOR Floor, 6/6/2024(r)(v)3 Month LIBORTelecommunications3,590 3,435 108 
See accompanying notes to consolidated financial statements.
9


CĪON Investment Corporation
Consolidated Schedule of Investments (unaudited)
June 30, 2021
(in thousands)
Portfolio Company(a)Index Rate(b)IndustryPrincipal/
Par Amount/
Units(e)
Cost(d)Fair
Value(c)
Securus Technologies Holdings, Inc., L+825, 1.00% LIBOR Floor, 11/1/20253 Month LIBORTelecommunications2,942 2,922 2,942 
TMK Hawk Parent, Corp., L+800, 1.00% LIBOR Floor, 8/28/2025(n)1 Month LIBORServices: Business13,393 13,180 9,877 
Zest Acquisition Corp., L+750, 1.00% LIBOR Floor, 3/14/2026(n)(o)1 Month LIBORHealthcare & Pharmaceuticals15,000 14,898 14,775 
Total Senior Secured Second Lien Debt160,631 141,710 
Collateralized Securities and Structured Products - Equity - 1.5%
APIDOS CLO XVI Subordinated Notes, 0.00% Estimated Yield, 1/19/2025(h)(g)Diversified Financials9,000 2,402 1,725 
CENT CLO 19 Ltd. Subordinated Notes, 0.00% Estimated Yield, 10/29/2025(h)(g)Diversified Financials2,000 1,161 498 
Galaxy XV CLO Ltd. Class A Subordinated Notes, 5.76% Estimated Yield, 4/15/2025(h)(g)Diversified Financials4,000 1,877 1,987 
Ivy Hill Middle Market Credit Fund VIII, Ltd. Subordinated Loan, 11.84% Estimated Yield, 2/2/2026(h)(g)Diversified Financials10,000 9,047 9,885 
Total Collateralized Securities and Structured Products - Equity14,487 14,095 
Unsecured Debt - 0.6%
WPLM Acquisition Corp., 15.00%, 11/24/2025(v)NoneMedia: Advertising, Printing & Publishing5,752 5,675 5,508 
Total Unsecured Debt5,675 5,508 
Equity - 11.6%
1244301 B.C. LTD., Common Shares(p)(s)Chemicals, Plastics & Rubber807,268 Units— 186 
ACNR Holdings, Inc., Common Stock(p)Metals & Mining6,018 Units90 137 
ACNR Holdings, Inc., Preferred Stock(p)Metals & Mining1,890 Units26 203 
Alert 360 Topco, Inc., Common Stock(p)(s)Services: Consumer584,498 Units3,624 3,731 
American Clinical Solutions LLC, Class A Membership Interests(p)(s)Healthcare & Pharmaceuticals6,030,384 Units1,658 4,704 
Anthem Sports and Entertainment Inc., Class A Preferred Stock Warrants(p)Media: Diversified & Production907 Units205 242 
Anthem Sports and Entertainment Inc., Class B Preferred Stock Warrants(p)Media: Diversified & Production160 Units— — 
Anthem Sports and Entertainment Inc., Common Stock Warrants(p)Media: Diversified & Production2,960 Units— — 
ARC Financial Partners, LLC, Membership Interests (25% ownership)(p)(s)Metals & MiningN/A— 16 
Ascent Resources - Marcellus, LLC, Membership Units(p)Energy: Oil & Gas511,255 Units1,642 456 
Ascent Resources - Marcellus, LLC, Warrants(p)Energy: Oil & Gas132,367 Units13 
BCP Great Lakes Fund LP, Partnership Interests (11.4% ownership)(h)(s)Diversified FinancialsN/A11,594 11,615 
Carestream Health Holdings, Inc., Warrants(p)Healthcare & Pharmaceuticals233 Units565 1,040 
CHC Medical Partners, Inc., Series C Preferred Stock, 12% Dividend(u)Healthcare & Pharmaceuticals2,727,273 Units5,634 7,555 
CION SOF Funding, LLC, Membership Interests (87.5% ownership)(p)(t)Diversified FinancialsN/A— — 
Conisus Holdings, Inc., Series B Preferred Stock, 12% Dividend(s)(u)Healthcare & Pharmaceuticals12,677,833 Units16,094 19,571 
Conisus Holdings, Inc., Common Stock(p)(s)Healthcare & Pharmaceuticals4,914,556 Units200 19,056 
Country Fresh Holdings, LLC, Membership Units(p)Beverage, Food & Tobacco2,985 Units5,249 — 
Dayton HoldCo, LLC, Membership Units(p)Construction & Building37,264 Units4,136 7,734 
DBI Investors, Inc., Series A1 Preferred Stock(p)Retail20,000 Units802 — 
DBI Investors, Inc., Series A2 Preferred Stock(p)Retail1,733 Units— — 
DBI Investors, Inc., Series A Preferred Stock(p)Retail1,396 Units140 — 
See accompanying notes to consolidated financial statements.
10


CĪON Investment Corporation
Consolidated Schedule of Investments (unaudited)
June 30, 2021
(in thousands)
Portfolio Company(a)IndustryPrincipal/
Par Amount/
Units(e)
Cost(d)Fair
Value(c)
DBI Investors, Inc., Series B Preferred Stock(p)Retail4,183 Units410 — 
DBI Investors, Inc., Common Stock(p)Retail39,423 Units— — 
DBI Investors, Inc., Reallocation Rights(p)Retail7,500 Units— — 
DESG Holdings, Inc., Common Stock(i)(p)(s)Media: Diversified & Production1,268,143 Units13,675 — 
HDNet Holdco LLC, Preferred Unit Call Option(p)Media: Diversified & Production1 Unit— — 
Independent Pet Partners Intermediate Holdings, LLC, Class A Preferred Units(p)Retail1,000,000 Units1,000 — 
Independent Pet Partners Intermediate Holdings, LLC, Class B-2 Preferred Units(p)Retail2,632,771 Units2,133 1,590 
Independent Pet Partners Intermediate Holdings, LLC, Class C Preferred Units(p)Retail2,632,771 Units2,633 2,721 
Independent Pet Partners Intermediate Holdings, LLC, Warrants(p)Retail155,880 Units— — 
Longview Intermediate Holdings C, LLC, Membership Units(p)(s)Energy: Oil & Gas589,487 Units2,524 10,422 
Mooregate ITC Acquisition, LLC, Class A Units(p)(s)High Tech Industries500 Units563 115 
Mount Logan Capital Inc., Common Stock(f)(h)(s)Banking, Finance, Insurance & Real Estate1,075,557 Units3,534 3,045 
NS NWN Acquisition, LLC, Voting Units(p)High Tech Industries346 Units393 1,730 
NS NWN Acquisition, LLC, Class A Preferred Units(p)High Tech Industries111 Units110 331 
NSG Co-Invest (Bermuda) LP, Partnership Interests(h)(p)Consumer Goods: Durable1,575 Units1,000 772 
Palmetto Clean Technology, Inc., Warrants(p)High Tech Industries724,112 Units472 2,274 
Phillips Pet Holding Corp., Common Stock(p)Retail235 Units13 17 
SIMR Parent, LLC, Class B Common Units(p)(s)Healthcare & Pharmaceuticals12,283,163 Units8,002 — 
SIMR Parent, LLC, Class W Units(p)(s)Healthcare & Pharmaceuticals1,778,219 Units— — 
Skillsoft Corp., Class A Common Stock(h)(p)High Tech Industries243,425 Units2,286 2,286 
Snap Fitness Holdings, Inc., Class A Common Stock(p)(s)Services: Consumer9,858 Units3,078 3,097 
Snap Fitness Holdings, Inc., Warrants(p)(s)Services: Consumer3,996 Units1,247 1,255 
Spinal USA, Inc. / Precision Medical Inc., Warrants(p)Healthcare & Pharmaceuticals20,667,324 Units5,806 — 
Tenere Inc., Warrants(p)Capital EquipmentN/A161 1,114 
Total Equity100,712 107,017 
Short Term Investments - 5.2%(l)
First American Treasury Obligations Fund, Class Z Shares, 0.01%(m)48,484 48,484 
Total Short Term Investments48,484 48,484 
TOTAL INVESTMENTS - 186.2%$1,760,835 1,724,038 
LIABILITIES IN EXCESS OF OTHER ASSETS - (86.2%)(798,158)
NET ASSETS - 100%$925,880 
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 v. below, investments do not contain a paid-in-kind, or PIK, interest provision.
See accompanying notes to consolidated financial statements.
11


CĪON Investment Corporation
Consolidated Schedule of Investments (unaudited)
June 30, 2021
(in thousands)
b.The 1, 2, 3 and 6 month London Interbank Offered Rate, or LIBOR, rates were 0.10%, 0.13%, 0.15% and 0.16%, respectively, as of June 30, 2021.  The actual LIBOR rate for each loan listed may not be the applicable LIBOR rate as of June 30, 2021, as the loan may have been priced or repriced based on a LIBOR rate prior to or subsequent to June 30, 2021. The 1 month Euro Interbank Offered Rate, or EURIBOR, rate was (0.59%) as of June 30, 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 June 30, 2021, 95.4% of the Company’s total assets represented qualifying assets.
i.Position or a portion thereof unsettled as of June 30, 2021.
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 June 30, 2021.
n.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 June 30, 2021 (see Note 8).
o.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 June 30, 2021 (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 trigger event.
r.Investment or a portion thereof was on non-accrual status as of June 30, 2021.
See accompanying notes to consolidated financial statements.
12


CĪON Investment Corporation
Consolidated Schedule of Investments (unaudited)
June 30, 2021
(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, 2020 and June 30, 2021, along with transactions during the six months ended June 30, 2021 in these affiliated investments, were as follows:
Six Months Ended June 30, 2021Six Months Ended June 30, 2021
Non-Controlled, Affiliated InvestmentsFair Value at
December 31, 2020
Gross
Additions
(Cost)(1)
Gross
Reductions
(Cost)(2)
Net Unrealized Gain (Loss)Fair Value at June 30, 2021Net Realized Gain (Loss)Interest
Income(3)
Dividend Income
    1244301 B.C. LTD.
        First Lien Term Loan A$2,289 $$(11)$(1)$2,286 $— $83 $— 
        First Lien Term Loan B755 29 — (1)783 — 29 — 
        Common Shares— — — 186 186 — — — 
    Alert 360 Opco, Inc.
        First Lien Term Loan— 12,239 (61)16 12,194 — 417 — 
        Common Stock— 3,624 — 107 3,731 — — — 
    American Clinical Solutions LLC
        Tranche I Term Loan3,124 18 — 192 3,334 — 141 — 
        First Amendment Tranche I Term Loan242 — — 246 — — 
        Class A Membership Interests663 — — 4,041 4,704 — — — 
    ARC Financial, LLC
        Membership Interests— — — 16 16 — — — 
    BCP Great Lakes Fund LP
        Membership Interests12,611 1,641 (2,911)274 11,615 — — 780 
    Charming Charlie, LLC
        Vendor Payment Financing Facility350 — — — 350 — — — 
    Conisus Holdings, Inc.
        Series B Preferred Stock16,481 951 — 2,139 19,571 — — 951 
        Common Stock12,401 — — 6,655 19,056 — — — 
    DESG Holdings, Inc.
        First Lien Term Loan3,978 63 (667)(20)3,354 — 158 — 
        Second Lien Term Loan— — — — — — — — 
        Common Stock— — — — — — — — 
    F+W Media, Inc.
        First Lien Term Loan B-1— — (1,115)1,115 — (1,080)— — 
    Lift Brands, Inc.
        Term Loan A23,642 — — — 23,642 — 1,010 — 
        Term Loan B4,751 245 — (42)4,954 — 245 — 
        Term Loan C4,687 64 — (51)4,700 — 64 — 
    Longview Intermediate Holdings C, LLC
        Membership Units7,988 — — 2,434 10,422 — — — 
    Longview Power, LLC
        First Lien Term Loan2,414 1,959 (13)61 4,421 — 257 — 
    Mount Logan Capital Inc.
        Common Stock2,409 — — 636 3,045 — — 29 
    SIMR, LLC
        First Lien Term Loan13,347 2,650 — (527)15,470 — 1,909 — 
    SIMR Parent, LLC
        Class B Common Units— — — — — — — — 
        Class W Units— — — — — — — — 
    Snap Fitness Holdings, Inc.
        Class A Stock3,389 — — (292)3,097 — — — 
        Warrants1,374 — — (119)1,255 — — — 
    Totals$116,895 $23,492 $(4,778)$16,823 $152,432 $(1,080)$4,321 $1,760 
(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.
13


CĪON Investment Corporation
Consolidated Schedule of Investments (unaudited)
June 30, 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.
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, 2020 and June 30, 2021, along with transactions during the six months ended June 30, 2021 in these controlled investments, were as follows:
Six Months Ended June 30, 2021Six Months Ended June 30, 2021
Controlled InvestmentsFair Value at
December 31, 2020
Gross
Additions
(Cost)(1)
Gross
Reductions
(Cost)(2)
Net 
Unrealized
Gain (Loss)
Fair Value at
June 30, 2021
Net Realized
Gain (Loss)
Interest
Income(3)
Dividend Income
    CION SOF Funding, LLC
        Membership Interests$12,472 $— $(15,539)$3,067 $— $(3,067)$— $— 
    Totals$12,472 $— $(15,539)$3,067 $— $(3,067)$— $— 
(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 six months ended June 30, 2021, non-cash dividend income of $951 and $164 was recorded on the Company's investment in Conisus Holdings, Inc. and CHC Medical Partners, Inc., respectively.
See accompanying notes to consolidated financial statements.
14


CĪON Investment Corporation
Consolidated Schedule of Investments (unaudited)
June 30, 2021
(in thousands)
v.As of June 30, 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 CompanyInvestment TypeCashPIKAll-in-Rate
1244311 B.C. LTD.Senior Secured First Lien Debt6.00%6.00%
Adapt Laser Acquisition, Inc.Senior Secured First Lien Debt11.00%2.00%13.00%
Alliance Healthcare Services, Inc.Senior Secured First Lien Debt4.50%1.00%5.50%
American Consolidated Natural Resources, Inc.Senior Secured First Lien Debt11.00%3.00%14.00%
Ancile Solutions, Inc.Senior Secured First Lien Debt8.00%3.00%11.00%
Anthem Sports & Entertainment Inc.Senior Secured First Lien Debt7.75%2.75%10.50%
Cadence Aerospace, LLCSenior Secured First Lien Debt4.25%5.25%9.50%
Carestream Health, Inc.Senior Secured Second Lien Debt5.50%8.00%13.50%
CHC Solutions Inc.Senior Secured First Lien Debt8.00%4.00%12.00%
CircusTrix Holdings, LLCSenior Secured First Lien Debt6.50%2.50%9.00%
Country Fresh Holdings, LLCSenior Secured First Lien Debt8.00%4.00%12.00%
Country Fresh Holdings, LLCSenior Secured Second Lien Debt9.50%9.50%
David's Bridal, LLCSenior Secured First Lien Debt6.00%1.00%7.00%
David's Bridal, LLCSenior Secured First Lien Debt6.00%5.00%11.00%
Deluxe Entertainment Services, Inc.Senior Secured First Lien Debt6.00%1.50%7.50%
Deluxe Entertainment Services, Inc.Senior Secured Second Lien Debt7.00%2.50%9.50%
Hilliard, Martinez & Gonzales, LLPSenior Secured First Lien Debt20.00%20.00%
Homer City Generation, L.P.Senior Secured First Lien Debt15.00%15.00%
Independent Pet Partners Intermediate Holdings, LLCSenior Secured First Lien Debt6.00%6.00%
Independent Pet Partners Intermediate Holdings, LLCSenior Secured First Lien Debt8.25%8.25%
Independent Pet Partners Intermediate Holdings, LLCSenior Secured First Lien Debt0.19%6.00%6.19%
Jenny C Acquisition, Inc.Senior Secured First Lien Debt12.25%12.25%
LAV Gear Holdings, Inc.Senior Secured First Lien Debt3.50%5.00%8.50%
Lift Brands, Inc.Senior Secured First Lien Debt9.50%9.50%
Mimeo.com, Inc.Revolving Term Loan8.00%10.00%18.00%
Moss Holding CompanySenior Secured First Lien Debt7.50%0.50%8.00%
Patterson Medical Supply, Inc.Senior Secured Second Lien Debt1.00%10.50%11.50%
Premiere Global Services, Inc.Senior Secured Second Lien Debt0.50%10.00%10.50%
SIMR, LLCSenior Secured First Lien Debt19.00%19.00%
Spinal USA, Inc. / Precision Medical Inc.Senior Secured First Lien Debt9.70%9.70%
Spinal USA, Inc. / Precision Medical Inc.Senior Secured First Lien Debt9.65%1.00%10.65%
Vesta Holdings, LLCSenior Secured First Lien Debt7.00%4.00%11.00%
West Dermatology Management Holdings, LLCSenior Secured First Lien Debt7.00%0.75%7.75%
WPLM Acquisition Corp.Unsecured Note15.00%15.00%
w.As of June 30, 2021, the index rate for $8,419 and $8,571 was 1 Month LIBOR and 3 Month LIBOR, respectively.
See accompanying notes to consolidated financial statements.
15


CĪON Investment Corporation
Consolidated Schedule of Investments
December 31, 2020
(in thousands)
Portfolio Company(a)Index Rate(b)IndustryPrincipal/
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 LIBORChemicals, 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 LIBORChemicals, Plastics & Rubber807 756 755 
Adams Publishing Group, LLC, L+700, 1.75% LIBOR Floor, 7/2/2023(n)(o)1 Month LIBORMedia: Advertising, Printing & Publishing12,318 12,243 12,041 
Adapt Laser Acquisition, Inc., L+800, 1.00% LIBOR Floor, 12/31/2023(n)3 Month LIBORCapital Equipment11,280 11,280 9,715 
Adapt Laser Acquisition, Inc., L+800, 1.00% LIBOR Floor, 12/31/20233 Month LIBORCapital Equipment2,000 2,000 1,722 
Aegis Toxicology Sciences Corp., L+550, 1.00% LIBOR Floor, 5/9/2025(n)3 Month LIBORHealthcare & Pharmaceuticals9,774 9,635 8,577 
AIS Holdco, LLC, L+500, 0.00% LIBOR Floor, 8/15/2025(n)3 Month LIBORBanking, Finance, Insurance & Real Estate5,243 5,194 4,955 
Alchemy US Holdco 1, LLC, L+550, 10/10/2025(n)1 Month LIBORConstruction & Building12,959 12,826 12,505 
Alert 360 Opco, Inc., L+600, 1.00% LIBOR Floor, 10/16/2025(n)1 Month LIBORServices: Consumer9,738 9,738 9,738 
Allen Media, LLC, L+550, 0.00% LIBOR Floor, 2/10/2027(n)(o)3 Month LIBORMedia: Diversified & Production24,809 24,809 24,747 
ALM Media, LLC, L+650, 1.00% LIBOR Floor, 11/25/2024(n)(o)3 Month LIBORMedia: Advertising, Printing & Publishing19,000 18,690 18,050 
AMCP Staffing Intermediate Holdings III, LLC, L+675, 1.50% LIBOR Floor, 9/24/2025(n)3 Month LIBORServices: Business10,813 10,765 10,273 
AMCP Staffing Intermediate Holdings III, LLC, L+675, 1.50% LIBOR Floor, 9/24/20253 Month LIBORServices: Business228 228 217 
AMCP Staffing Intermediate Holdings III, LLC, 0.50% Unfunded, 9/24/2025NoneServices: Business1,370 — (68)
American Clinical Solutions LLC, 7.00%, 12/31/2022(n)(s)NoneHealthcare & Pharmaceuticals3,500 3,427 3,124 
American Clinical Solutions LLC, 7.00%, 6/30/2021(n)(s)NoneHealthcare & Pharmaceuticals250 250 242 
American Consolidated Natural Resources, Inc., L+1300, 1.00% LIBOR Floor, 9/16/2025(n)(v)1 Month LIBORMetals & Mining780 551 754 
American Media, LLC, L+775, 1.50% LIBOR Floor, 12/31/2023(n)3 Month LIBORMedia: Advertising, Printing & Publishing11,077 10,894 10,952 
American Media, LLC, L+775, 1.50% LIBOR Floor, 12/31/2023(n)3 Month LIBORMedia: Advertising, Printing & Publishing1,702 1,677 1,683 
American Teleconferencing Services, Ltd., L+650, 1.00% LIBOR Floor, 12/8/2021(n)6 Month LIBORTelecommunications19,514 18,792 15,904 
Analogic Corp., L+525, 1.00% LIBOR Floor, 6/21/2024(n)(o)1 Month LIBORHealthcare & Pharmaceuticals4,950 4,885 4,851 
Anthem Sports & Entertainment Inc., L+950, 1.00% LIBOR Floor, 9/9/2024(n)(v)3 Month LIBORMedia: Diversified & Production13,815 13,647 13,642 
Anthem Sports & Entertainment Inc., L+950, 1.00% LIBOR Floor, 9/9/2024(n)3 Month LIBORMedia: Diversified & Production833 833 825 
Anthem Sports & Entertainment Inc., 0.50% Unfunded, 9/9/2024NoneMedia: Diversified & Production1,333 — (13)
APCO Holdings, LLC, L+550, 0.00% LIBOR Floor, 6/9/2025(n)1 Month LIBORBanking, Finance, Insurance & Real Estate9,436 9,368 8,935 
Appalachian Resource Company, LLC, L+500, 1.00% LIBOR Floor, 9/10/20231 Month LIBORMetals & Mining11,137 9,717 9,230 
Appalachian Resource Company, LLC, 0.00% Unfunded, 9/10/2023(p)NoneMetals & Mining2,500 — — 
Associated Asphalt Partners, LLC, L+525, 1.00% LIBOR Floor, 4/5/2024(n)(o)1 Month LIBORConstruction & Building14,522 14,107 13,306 
Avison Young (USA) Inc., L+500, 0.00% LIBOR Floor, 1/31/2026(h)(n)3 Month LIBORBanking, Finance, Insurance & Real Estate9,800 9,647 9,322 
BK Medical Holding Company, Inc., L+525, 1.00% LIBOR Floor, 6/22/2024(n)(o)1 Month LIBORHealthcare & Pharmaceuticals4,963 4,926 4,690 
Cadence Aerospace, LLC, L+850, 1.00% LIBOR Floor, 11/14/2023(n)(o)(v)3 Month LIBORAerospace & Defense37,832 37,343 35,751 
Cardinal US Holdings, Inc., L+500, 1.00% LIBOR Floor, 7/31/2023(n)3 Month LIBORServices: Business8,224 7,933 7,597 
CB URS Holdings Corp., L+575, 1.00% LIBOR Floor, 9/1/2024(n)6 Month LIBORTransportation: Cargo15,882 15,818 14,631 
Charming Charlie LLC, 20.00%, 4/24/2023(r)(s)NoneRetail662 657 350 
CHC Solutions Inc., 12.00%, 7/20/2023(o)(v)NoneHealthcare & Pharmaceuticals7,651 7,651 7,498 
See accompanying notes to consolidated financial statements.
16


CĪON Investment Corporation
Consolidated Schedule of Investments
December 31, 2020
(in thousands)
Portfolio Company(a)Index Rate(b)IndustryPrincipal/
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 LIBORHotel, Gaming & Leisure25,472 25,117 19,900 
CircusTrix Holdings, LLC, L+550, 1.00% LIBOR Floor, 12/16/2021(n)(v)1 Month LIBORHotel, Gaming & Leisure2,585 2,585 2,020 
CircusTrix Holdings, LLC, 1.00% Unfunded, 12/16/2021NoneHotel, Gaming & Leisure2,898 — — 
Country Fresh Holdings, LLC, L+500, 1.00% LIBOR Floor, 4/29/20233 Month LIBORBeverage, Food & Tobacco1,020 980 858 
Country Fresh Holdings, LLC, 12.00%, 6/1/2022(v)NoneBeverage, Food & Tobacco738 713 722 
Country Fresh Holdings, LLC, L+500, 1.00% LIBOR Floor, 4/29/2023(n)3 Month LIBORBeverage, Food & Tobacco414 414 348 
Coyote Buyer, LLC, L+600, 1.00% LIBOR Floor, 2/6/2026(n)(o)3 Month LIBORChemicals, Plastics & Rubber34,738 34,453 34,564 
Coyote Buyer, LLC, L+800, 1.00% LIBOR Floor, 8/6/2026(o)3 Month LIBORChemicals, Plastics & Rubber6,250 6,128 6,250 
Coyote Buyer, LLC, 0.50% Unfunded, 2/6/2025NoneChemicals, Plastics & Rubber2,500 — (13)
David's Bridal, LLC, L+1000, 1.00% LIBOR Floor, 6/23/2023(v)3 Month LIBORRetail5,341 4,412 5,341 
David's Bridal, LLC, L+600, 1.00% LIBOR Floor, 6/30/2023(v)3 Month LIBORRetail745 648 745 
Deluxe Entertainment Services, Inc., L+650, 1.00% LIBOR Floor, 3/25/2024(n)(s)(v)3 Month LIBORMedia: Diversified & Production3,978 4,057 3,978 
DMT Solutions Global Corp., L+700, 0.00% LIBOR Floor, 7/2/2024(n)3 Month LIBORServices: Business17,500 17,167 16,844 
Eagle Family Foods Group LLC, L+650, 1.00% LIBOR Floor, 6/14/2024(n)3 Month LIBORBeverage, Food & Tobacco14,375 14,171 14,159 
Entertainment Studios P&A LLC, 6.30%, 5/18/2037(k)(n)NoneMedia: Diversified & Production13,990 13,889 12,871 
Entertainment Studios P&A LLC, 5.00%, 5/18/2037(k)NoneMedia: Diversified & Production— — 2,073 
EnTrans International, LLC, L+600, 0.00% LIBOR Floor, 11/1/2024(n)1 Month LIBORCapital Equipment26,250 26,065 25,233 
ES Chappaquiddick LLC, 10.00%, 5/18/2022(n)NoneMedia: Diversified & Production915 915 924 
Extreme Reach, Inc., L+750, 1.50% LIBOR Floor, 3/29/2024(n)(o)1 Month LIBORMedia: Diversified & Production20,402 20,233 20,096 
Extreme Reach, Inc., 0.50% Unfunded, 3/29/2024(n)NoneMedia: Diversified & Production1,744 — (26)
F+W Media, Inc., L+1000, 1.50% LIBOR Floor, 5/24/2022(r)(s)(v)1 Month LIBORMedia: Diversified & Production1,174 1,115 — 
Foundation Consumer Healthcare, LLC, L+575, 1.00% LIBOR Floor, 11/2/2023(n)(o)3 Month LIBORHealthcare & Pharmaceuticals43,350 43,127 43,350 
Foundation Consumer Healthcare, LLC, 0.50% Unfunded, 11/2/2023NoneHealthcare & Pharmaceuticals4,211 (15)— 
Genesis Healthcare, Inc., L+600, 0.50% LIBOR Floor, 3/6/2023(h)(n)1 Month LIBORHealthcare & Pharmaceuticals35,000 34,709 34,344 
Geo Parent Corp., L+525, 0.00% LIBOR Floor, 12/19/2025(n)1 Month LIBORServices: Business14,738 14,622 14,701 
Geon Performance Solutions, LLC, L+625, 1.63% LIBOR Floor, 10/25/2024(n)(o)1 Month LIBORChemicals, Plastics & Rubber22,190 21,893 21,524 
Geon Performance Solutions, LLC, 0.50% Unfunded, 10/25/2024NoneChemicals, Plastics & Rubber2,586 — (78)
Harland Clarke Holdings Corp., L+475, 1.00% LIBOR Floor, 11/3/2023(n)3 Month LIBORServices: Business12,337 12,305 11,021 
Healogics, Inc., L+425, 1.00% LIBOR Floor, 7/1/2021(n)3 Month LIBORHealthcare & Pharmaceuticals4,699 4,659 4,359 
Hilliard, Martinez & Gonzales, LLP, L+1800, 2.00% LIBOR Floor, 12/17/2022(n)(v)1 Month LIBORServices: Consumer17,248 17,137 17,485 
Homer City Generation, L.P., 15.00%, 4/5/2023(n)(v)NoneEnergy: Oil & Gas10,606 11,028 8,246 
Hoover Group, Inc., L+850, 1.25% LIBOR Floor, 10/1/2024(o)3 Month LIBORServices: Business5,660 5,637 5,668 
HUMC Holdco, LLC, 9.00%, 1/11/2021(n)NoneHealthcare & Pharmaceuticals10,000 9,985 9,925 
Hummel Station LLC, L+600, 1.00% LIBOR Floor, 10/27/2022(n)1 Month LIBOREnergy: Oil & Gas9,432 9,237 9,066 
Hyperion Materials & Technologies, Inc., L+550, 1.00% LIBOR Floor, 8/28/2026(n)3 Month LIBORChemicals, Plastics & Rubber9,900 9,729 9,269 
Independent Pet Partners Intermediate Holdings, LLC, 6.00%, 11/20/2023(n)(v)NoneRetail9,680 9,587 7,974 
See accompanying notes to consolidated financial statements.
17


CĪON Investment Corporation
Consolidated Schedule of Investments
December 31, 2020
(in thousands)
Portfolio Company(a)Index Rate(b)IndustryPrincipal/
Par Amount/
Units(e)
Cost(d)Fair
Value(c)
Independent Pet Partners Intermediate Holdings, LLC, PRIME+500, 12/22/2022(n)PrimeRetail1,970 1,970 1,967 
Independent Pet Partners Intermediate Holdings, LLC, L+600, 0.00% LIBOR Floor, 12/22/2022(n)3 Month LIBORRetail252 252 252 
Infinity Sales Group, LLC, L+1050, 1.00% LIBOR Floor, 11/23/2022(n)1 Month LIBORServices: Business6,820 6,736 6,820 
InfoGroup Inc., L+500, 1.00% LIBOR Floor, 4/3/2023(n)(o)3 Month LIBORMedia: Advertising, Printing & Publishing15,594 15,586 14,678 
Instant Web, LLC, L+650, 1.00% LIBOR Floor, 12/15/2022(n)(o)1 Month LIBORMedia: Advertising, Printing & Publishing37,379 37,326 35,136 
Instant Web, LLC, 0.50% Unfunded, 12/15/2022NoneMedia: Advertising, Printing & Publishing2,704 — — 
Isagenix International, LLC, L+575, 1.00% LIBOR Floor, 6/14/2025(n)3 Month LIBORBeverage, Food & Tobacco13,002 12,910 9,361 
Island Medical Management Holdings, LLC, L+650, 1.00% LIBOR Floor, 9/1/2022(n)(o)3 Month LIBORHealthcare & Pharmaceuticals11,188 11,132 10,488 
Jenny C Acquisition, Inc., L+1050, 1.75% LIBOR Floor, 10/1/2024(n)(v)6 Month LIBORServices: Consumer11,089 11,018 9,993 
JP Intermediate B, LLC, L+550, 1.00% LIBOR Floor, 11/20/2025(n)3 Month LIBORBeverage, Food & Tobacco15,273 15,019 13,669 
KNB Holdings Corp., L+550, 1.00% LIBOR Floor, 4/26/2024(n)6 Month LIBORConsumer Goods: Durable8,073 7,966 6,741 
Labvantage Solutions Inc., L+750, 1.00% LIBOR Floor, 3/31/2021(n)(o)1 Month LIBORHigh Tech Industries2,646 2,646 2,646 
Labvantage Solutions Ltd., E+750, 1.00% EURIBOR Floor, 3/31/2021(h)1 Month EURIBORHigh Tech Industries2,912 3,273 3,557 
LAV Gear Holdings, Inc., L+750, 1.00% LIBOR Floor, 10/31/2024(n)(o)(v)3 Month LIBORServices: Business25,338 24,940 24,072 
LAV Gear Holdings, Inc., L+750, 1.00% LIBOR Floor, 10/31/2024(n)(o)(v)3 Month LIBORServices: Business4,375 4,326 4,156 
LD Intermediate Holdings, Inc., L+588, 1.00% LIBOR Floor, 12/9/2022(n)3 Month LIBORHigh Tech Industries11,030 10,869 10,981 
LGC US Finco, LLC, L+650, 1.00% LIBOR Floor, 12/20/2025(n)1 Month LIBORCapital Equipment9,800 9,537 9,396 
Lift Brands, Inc., L+375, 0.50% LIBOR Floor, 6/29/2025(n)(o)(s)1 Month LIBORServices: Consumer23,642 23,642 23,642 
Lift Brands, Inc., 9.50%, 6/29/2025(n)(o)(s)(v)NoneServices: Consumer4,861 4,753 4,751 
Lift Brands, Inc., 6/29/2025(n)(o)(q)(s)NoneServices: Consumer5,296 4,685 4,687 
Longview Power, LLC, L+1000, 1.50% LIBOR Floor, 7/30/2025(s)3 Month LIBOREnergy: Oil & Gas2,355 631 2,414 
Mimeo.com, Inc., L+700, 1.00% LIBOR Floor, 12/21/2023(n)(q)3 Month LIBORServices: Business23,373 23,373 22,584 
Mimeo.com, Inc., L+1700, 1.00% LIBOR Floor, 12/21/2023(n)(v)3 Month LIBORServices: Business2,130 2,130 2,180 
Mimeo.com, Inc., 1.00% Unfunded, 12/21/2023NoneServices: Business1,000 — 24 
Moss Holding Company, L+700, 1.00% LIBOR Floor, 4/17/2024(n)(o)(v)3 Month LIBORServices: Business19,535 19,349 17,630 
Moss Holding Company, 7.00% Unfunded, 4/17/2024NoneServices: Business106 — — 
Moss Holding Company, 0.50% Unfunded, 4/17/2024NoneServices: Business2,126 — — 
NASCO Healthcare Inc., L+450, 1.00% LIBOR Floor, 6/30/2023(n)3 Month LIBORServices: Business13,189 13,189 13,189 
NewsCycle Solutions, Inc., L+700, 1.00% LIBOR Floor, 12/29/2022(n)(o)3 Month LIBORMedia: Advertising, Printing & Publishing12,186 12,098 12,079 
One Call Corp., L+525, 1.00% LIBOR Floor, 11/25/2022(n)3 Month LIBORHealthcare & Pharmaceuticals3,858 3,747 3,732 
Optio Rx, LLC, L+700, 0.00% LIBOR Floor, 6/28/2024(n)(o)1 Month LIBORHealthcare & Pharmaceuticals24,250 24,130 23,704 
Optio Rx, LLC, L+1000, 0.00% LIBOR Floor, 6/28/2024(o)1 Month LIBORHealthcare & Pharmaceuticals2,515 2,492 2,685 
Palmetto Solar, LLC, 12.00%, 12/12/2024(n)NoneHigh Tech Industries16,738 16,320 16,696 
Palmetto Solar, LLC, 0.75% Unfunded, 12/12/2021NoneHigh Tech Industries3,262 — (8)
PH Beauty Holdings III. Inc., L+500, 0.00% LIBOR Floor, 9/28/2025(n)3 Month LIBORConsumer Goods: Non-Durable9,775 9,152 9,189 
Pixelle Specialty Solutions LLC, L+650, 1.00% LIBOR Floor, 10/31/2024(n)1 Month LIBORForest Products & Paper21,686 21,368 21,686 
See accompanying notes to consolidated financial statements.
18


CĪON Investment Corporation
Consolidated Schedule of Investments
December 31, 2020
(in thousands)
Portfolio Company(a)Index Rate(b)IndustryPrincipal/
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 LIBORConsumer Goods: Non-Durable5,986 5,975 5,836 
Plano Molding Company, LLC, L+900, 1.00% LIBOR Floor, 5/11/2022(n)(v)3 Month LIBORConsumer Goods: Non-Durable731 725 732 
Polymer Additives, Inc., L+600, 0.00% LIBOR Floor, 7/31/2025(n)3 Month LIBORChemicals, Plastics & Rubber19,600 19,313 16,497 
Polymer Process Holdings, Inc., L+600, 0.00% LIBOR Floor, 5/1/2026(n)1 Month LIBORChemicals, Plastics & Rubber24,625 24,271 24,471 
Securus Technologies Holdings, Inc., L+450, 1.00% LIBOR Floor, 11/1/2024(n)6 Month LIBORTelecommunications3,949 3,039 3,949 
SEK Holding Co LLC, L+1200, 1.00% LIBOR Floor, 3/14/2022(n)(v)1 Month LIBORBanking, Finance, Insurance & Real Estate16,227 16,068 15,590 
Sequoia Healthcare Management, LLC, 12.75%, 8/21/2023(n)(o)(r) NoneHealthcare & Pharmaceuticals8,525 8,457 6,905 
SIMR, LLC, L+1700, 2.00% LIBOR Floor, 9/7/2023(n)(s)(v)1 Month LIBORHealthcare & Pharmaceuticals16,154 15,975 13,347 
Smart & Final Inc., L+675, 0.00% LIBOR Floor, 6/20/2025(n)1 Month LIBORRetail7,805 7,227 7,888 
Software Luxembourg Acquisitions S.À.R.L., L+750, 1.00% LIBOR Floor, 4/27/2025(h)(o)3 Month LIBORHigh Tech Industries3,011 2,905 3,015 
Software Luxembourg Acquisitions S.À.R.L., L+750, 1.00% LIBOR Floor, 12/27/2024(h)(o)1 Month LIBORHigh Tech Industries807 783 815 
Sorenson Communications, LLC, L+650, 0.00% LIBOR Floor, 4/30/2024(n)3 Month LIBORTelecommunications10,322 10,066 10,348 
Spinal USA, Inc. / Precision Medical Inc., L+950, 10/1/2021(n)12 Month LIBORHealthcare & Pharmaceuticals12,562 12,486 11,965 
Spinal USA, Inc. / Precision Medical Inc., L+950, 10/1/2021(n)(v)12 Month LIBORHealthcare & Pharmaceuticals1,116 1,104 1,109 
Spinal USA, Inc. / Precision Medical Inc., L+950, 10/1/2021(n)(v)12 Month LIBORHealthcare & Pharmaceuticals603 493 574 
Stats Intermediate Holdings, LLC, L+525, 0.00% LIBOR Floor, 7/12/2026(n)3 Month LIBORHigh Tech Industries9,900 9,719 9,850 
Tenere Inc., L+850, 1.00% LIBOR Floor, 5/5/2025(n)(o)3 Month LIBORCapital Equipment18,080 18,020 18,080 
Tensar Corp., L+675, 1.00% LIBOR Floor, 11/20/2025(n)3 Month LIBORChemicals, Plastics & Rubber5,000 4,878 4,975 
The Pasha Group, L+800, 1.00% LIBOR Floor, 1/26/2023(n)(o)2 Month LIBORTransportation: Cargo4,511 4,447 4,370 
The Pay-O-Matic Corp., L+900, 1.00% LIBOR Floor, 10/29/2021(j)(n)3 Month LIBORServices: Consumer7,312 7,304 7,312 
Volta Charging, LLC, 12.00%, 6/19/2024(n)NoneMedia: Diversified & Production15,000 15,000 16,013 
Volta Charging, LLC, 12.00%, 6/19/2024(n)NoneMedia: Diversified & Production12,000 11,978 12,810 
West Dermatology Management Holdings, LLC, L+600, 1.00% LIBOR Floor, 2/11/2025(n)(o)(v)3 Month LIBORHealthcare & Pharmaceuticals9,455 9,384 9,006 
West Dermatology Management Holdings, LLC, L+600, 1.00% LIBOR Floor, 2/11/2025(n)1 Month LIBORHealthcare & Pharmaceuticals1,657 1,645 1,579 
West Dermatology Management Holdings, LLC, L+750, 1.00% LIBOR Floor, 2/11/20253 Month LIBORHealthcare & Pharmaceuticals1,185 1,182 1,170 
West Dermatology Management Holdings, LLC, 0.75% Unfunded, 2/11/2022NoneHealthcare & Pharmaceuticals7,655 (26)(54)
Williams Industrial Services Group, Inc, L+900, 1.00% LIBOR Floor, 12/16/2025(o)1 Month LIBORServices: Business10,000 10,000 10,000 
Williams Industrial Services Group, Inc, 0.50% Unfunded, 6/16/2022NoneServices: Business5,000 — — 
Winebow Holdings, Inc., L+375, 1.00% LIBOR Floor, 7/1/2021(n)(o)1 Month LIBORBeverage, Food & Tobacco5,864 5,669 5,483 
Wok Holdings Inc., L+625, 0.00% LIBOR Floor, 3/1/2026(n)1 Month LIBORBeverage, Food & Tobacco12,773 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 LIBORServices: Business17,250 17,139 16,840 
Carestream Health, Inc., L+1250, 1.00% LIBOR Floor, 8/8/2023(n)(o)(v)3 Month LIBORHealthcare & Pharmaceuticals11,499 11,499 11,068 
Country Fresh Holdings, LLC, L+850, 1.00% LIBOR Floor, 4/29/2024(n)(v)3 Month LIBORBeverage, Food & Tobacco2,239 2,239 1,573 
Dayton Superior Corp., L+700, 2.00% LIBOR Floor, 12/4/2024(n)3 Month LIBORConstruction & Building1,492 1,492 1,492 
See accompanying notes to consolidated financial statements.
19


CĪON Investment Corporation
Consolidated Schedule of Investments
December 31, 2020
(in thousands)
Portfolio Company(a)Index Rate(b)IndustryPrincipal/
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 LIBORMedia: Diversified & Production10,271 10,017 — 
Global Tel*Link Corp., L+825, 0.00% LIBOR Floor, 11/29/2026(n)(o)1 Month LIBORTelecommunications11,500 11,333 11,385 
LSCS Holdings, Inc., L+825, 0.00% LIBOR Floor, 3/16/2026(n)6 Month LIBORServices: Business11,891 11,684 10,999 
Medical Solutions Holdings, Inc., L+838, 1.00% LIBOR Floor, 6/16/2025(n)6 Month LIBORHealthcare & Pharmaceuticals10,000 9,895 9,250 
MedPlast Holdings, Inc., L+775, 0.00% LIBOR Floor, 7/2/2026(n)1 Month LIBORHealthcare & Pharmaceuticals6,750 6,697 6,134 
Ministry Brands, LLC, L+925, 1.00% LIBOR Floor, 6/2/2023(n)(o)2 Month LIBORServices: Business7,000 6,973 6,965 
Niacet Corp., E+875, 1.00% EURIBOR Floor, 8/1/2024(h)1 Month EURIBORChemicals, Plastics & Rubber6,263 6,708 7,651 
Patterson Medical Supply, Inc., L+1050, 1.00% LIBOR Floor, 8/28/2023(n)(v)3 Month LIBORHealthcare & Pharmaceuticals14,536 14,472 13,972 
PetroChoice Holdings, Inc., L+875, 1.00% LIBOR Floor, 8/21/2023(n)3 Month LIBORChemicals, Plastics & Rubber15,000 14,282 13,500 
Premiere Global Services, Inc., L+950, 1.00% LIBOR Floor, 6/6/2024(n)(v)3 Month LIBORTelecommunications3,415 3,339 2,305 
Securus Technologies Holdings, Inc., L+825, 1.00% LIBOR Floor, 11/1/2025(n)6 Month LIBORTelecommunications2,942 2,920 2,747 
TMK Hawk Parent, Corp., L+800, 1.00% LIBOR Floor, 8/28/2025(n)1 Month LIBORServices: Business13,393 13,158 9,860 
Winebow Holdings, Inc., L+750, 1.00% LIBOR Floor, 1/2/2022(n)1 Month LIBORBeverage, Food & Tobacco12,823 12,747 11,477 
Zest Acquisition Corp., L+750, 1.00% LIBOR Floor, 3/14/2026(n)(o)1 Month LIBORHealthcare & Pharmaceuticals15,000 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 Financials9,000 3,019 1,372 
CENT CLO 19 Ltd. Subordinated Notes, 0.00% Estimated Yield, 10/29/2025(h)
(g)Diversified Financials2,000 1,161 214 
Galaxy XV CLO Ltd. Class A Subordinated Notes, 5.76% Estimated Yield, 4/15/2025(h)(g)Diversified Financials4,000 2,007 1,617 
Ivy Hill Middle Market Credit Fund VIII, Ltd. Subordinated Loan, 11.84% Estimated Yield, 2/2/2026(h)(g)Diversified Financials10,000 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)NoneMedia: Advertising, Printing & Publishing5,752 5,668 5,464 
Total Unsecured Debt  5,668 5,464 
Equity - 11.8%
1244301 B.C. LTD., Common Shares(p)(s)Chemicals, Plastics & Rubber807,268 Units— — 
ACNR Holdings, Inc., Common Stock(p)Metals & Mining6,018 Units90 45 
ACNR Holdings, Inc., Preferred Stock(p)Metals & Mining1,890 Units26 118 
Alert 360 Topco, Inc., Common Stock(p)Services: Consumer465,053 Units2,883 2,883 
American Clinical Solutions LLC, Class A Membership Interests(p)(s)Healthcare & Pharmaceuticals6,030,384 Units1,658 663 
Anthem Sports and Entertainment Inc., Class A Preferred Stock Warrants(p)Media: Diversified & Production769 Units205 138 
Anthem Sports and Entertainment Inc., Class B Preferred Stock Warrants(p)Media: Diversified & Production135 Units— — 
Anthem Sports and Entertainment Inc., Common Stock Warrants(p)Media: Diversified & Production2,508 Units— — 
ARC Financial, LLC, Membership Interests (25% ownership)(p)(s)Metals & MiningN/A— — 
Ascent Resources - Marcellus, LLC, Membership Units(p)Energy: Oil & Gas511,255 Units1,642 419 
Ascent Resources - Marcellus, LLC, Warrants(p)Energy: Oil & Gas132,367 Units13 
See accompanying notes to consolidated financial statements.
20


CĪON Investment Corporation
Consolidated Schedule of Investments
December 31, 2020
(in thousands)
Portfolio Company(a)IndustryPrincipal/
Par Amount/
Units(e)
Cost(d)Fair
Value(c)
BCP Great Lakes Fund LP, Partnership Interests (11.4% ownership)(h)(s)Diversified FinancialsN/A12,865 12,611 
Carestream Health Holdings, Inc., Warrants(p)Healthcare & Pharmaceuticals233 Units565 590 
CHC Medical Partners, Inc., Series C Preferred Stock, 12% Dividend(u)Healthcare & Pharmaceuticals2,727,273 Units5,471 6,927 
CION SOF Funding, LLC, Membership Interests (87.5% ownership)(h)(t)Diversified FinancialsN/A15,539 12,472 
Conisus Holdings, Inc., Series B Preferred Stock, 12% Dividend(s)(u)Healthcare & Pharmaceuticals12,677,833 Units15,143 16,481 
Conisus Holdings, Inc., Common Stock(p)(s)Healthcare & Pharmaceuticals4,914,556 Units200 12,401 
Country Fresh Holdings, LLC, Membership Units(p)Beverage, Food & Tobacco2,985 Units5,249 — 
Dayton HoldCo, LLC, Membership Units(p)Construction & Building37,264 Units4,136 7,350 
DBI Investors, Inc., Series A1 Preferred Stock(p)Retail20,000 Units802 — 
DBI Investors, Inc., Series A Preferred Stock(p)Retail1,396 Units140 — 
DBI Investors, Inc., Series B Preferred Stock(p)Retail4,183 Units410 — 
DBI Investors, Inc., Common Stock(p)Retail39,423 Units— — 
DBI Investors, Inc., Reallocation Rights(p)Retail7,500 Units— — 
DESG Holdings, Inc., Common Stock(i)(p)(s)Media: Diversified & Production1,268,143 Units13,675 — 
HDNet Holdco LLC, Preferred Unit Call Option(p)Media: Diversified & Production1 Unit— — 
Independent Pet Partners Intermediate Holdings, LLC, Class A Preferred Units(p)Retail1,000,000 Units1,000 — 
Independent Pet Partners Intermediate Holdings, LLC, Class B-2 Preferred Units(p)Retail2,632,771 Units2,133 2,145 
Independent Pet Partners Intermediate Holdings, LLC, Class C Preferred Units(p)Retail2,632,771 Units2,633 2,633 
Independent Pet Partners Intermediate Holdings, LLC, Warrants(p)Retail155,880 Units— — 
Longview Intermediate Holdings C, LLC, Membership Units(p)(s)Energy: Oil & Gas589,487 Units2,524 7,988 
Mooregate ITC Acquisition, LLC, Class A Units(p)High Tech Industries500 Units563 96 
Mount Logan Capital Inc., Common Stock(h)(s)Banking, Finance, Insurance & Real Estate1,075,557 Units3,534 2,409 
NS NWN Acquisition, LLC, Voting Units(p)High Tech Industries346 Units393 929 
NS NWN Acquisition, LLC, Class A Preferred Units(p)High Tech Industries111 Units110 332 
NSG Co-Invest (Bermuda) LP, Partnership Interests(h)(p)Consumer Goods: Durable1,575 Units1,000 676 
Palmetto Clean Technology, Inc., Warrants(p)High Tech Industries693,387 Units472 506 
Phillips Pet Holding Corp., Common Stock(p)Retail235 Units13 17 
SIMR Parent, LLC, Class B Common Units(p)(s)Healthcare & Pharmaceuticals12,283,163 Units8,002 — 
Software Luxembourg Holding S.A., Class A Common Stock(h)(p)High Tech Industries28,202 Units4,536 5,516 
Software Luxembourg Holding S.A., Class B Common Stock(h)(p)High Tech Industries2,388 Units384 688 
Software Luxembourg Holding S.A., Class A Warrants(h)(p)High Tech Industries3,512 Units117 — 
Software Luxembourg Holding S.A., Class B Warrants(h)(p)High Tech Industries7,023 Units220 — 
Snap Fitness Holdings, Inc., Class A Stock(p)(s)Services: Consumer9,858 Units3,078 3,389 
Snap Fitness Holdings, Inc., Warrants(p)(s)Services: Consumer3,996 Units1,247 1,374 
Spinal USA, Inc. / Precision Medical Inc., Warrants(p)Healthcare & Pharmaceuticals14,181,915 Units5,806 — 
Tenere Inc., Warrants(p)Capital EquipmentN/A161 1,606 
Total Equity118,638 103,405 
Short Term Investments - 8.4%(l)
First American Treasury Obligations Fund, Class Z Shares, 0.03% (m)73,597 73,597 
Total Short Term Investments73,597 73,597 
See accompanying notes to consolidated financial statements.
21


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 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 trigger event.
r.Investment or a portion thereof was on non-accrual status as of December 31, 2020.
See accompanying notes to consolidated financial statements
22


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, 2020Year Ended December 31, 2020
Non-Controlled, Affiliated InvestmentsFair 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 Loan3,395 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 Interests14,238 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 Facility472 — (97)(25)350 — — 
    Conisus Holdings, Inc.
        Series B Preferred Stock13,270 1,928 — 1,283 16,481 — — 1,928 
        Common Stock1,426 — — 10,975 12,401 — — — 
    DESG Holdings, Inc.
        Bridge Loan— 4,256 (4,256)— — — 600 — 
        First Lien Term Loan28,978 844 (20,443)(5,401)3,978 — 4,278 — 
        Second Lien Term Loan9,717 342 — (10,059)— — 784 — 
        Common Stock14,763 13 — (14,776)— — — — 
    F+W Media, Inc.
        First Lien Term Loan B-1— — (11)11 — — — 
    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 — 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 Stock2,505 199 — (295)2,409 — — 45 
    Petroflow Energy Corp.
        First Lien Term Loan10 — (223)213 — (211)— — 
    SIMR, LLC
        First Lien Term Loan14,205 1,121 — (1,979)13,347 — 2,956 — 
    SIMR Parent, LLC
        Class B Membership Units3,980 — — (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 
(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.
23


CĪON Investment Corporation
Consolidated Schedule of Investments
December 31, 2020
(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.
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, 2020Year Ended December 31, 2020
Controlled InvestmentsFair 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.
24


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 CompanyInvestment TypeCashPIKAll-in-Rate
1244311 B.C. LTD.Senior Secured First Lien Debt6.00%6.00%
American Consolidated Natural Resources, Inc.Senior Secured First Lien Debt11.00%3.00%14.00%
Anthem Sports & Entertainment Inc.Senior Secured First Lien Debt7.75%2.75%10.50%
Cadence Aerospace, LLCSenior Secured First Lien Debt4.25%5.25%9.50%
Carestream Health, Inc.Senior Secured Second Lien Debt5.50%8.00%13.50%
CHC Solutions Inc.Senior Secured First Lien Debt8.00%4.00%12.00%
CircusTrix Holdings, LLCSenior Secured First Lien Debt6.50%6.50%
Country Fresh Holdings, LLCSenior Secured First Lien Debt8.00%4.00%12.00%
Country Fresh Holdings, LLCSenior Secured Second Lien Debt9.50%9.50%
David's Bridal, LLCSenior Secured First Lien Debt6.00%5.00%11.00%
David's Bridal, LLCSenior Secured First Lien Debt6.00%1.00%7.00%
Deluxe Entertainment Services, Inc.Senior Secured First Lien Debt6.00%1.50%7.50%
Deluxe Entertainment Services, Inc.Senior Secured Second Lien Debt7.00%2.50%9.50%
F+W Media, Inc. Senior Secured First Lien Debt11.50%11.50%
Hilliard, Martinez & Gonzales, LLPSenior Secured First Lien Debt20.00%20.00%
Homer City Generation, L.P.Senior Secured First Lien Debt15.00%15.00%
Independent Pet Partners Intermediate Holdings, LLCSenior Secured First Lien Debt6.00%6.00%
Jenny C Acquisition, Inc.Senior Secured First Lien Debt12.25%12.25%
LAV Gear Holdings, Inc.Senior Secured First Lien Debt3.50%5.00%8.50%
Lift Brands, Inc.Senior Secured First Lien Debt9.50%9.50%
Mimeo.com, Inc.Revolving Term Loan8.00%10.00%18.00%
Moss Holding CompanySenior Secured First Lien Debt7.50%0.50%8.00%
Patterson Medical Supply, Inc.Senior Secured Second Lien Debt1.00%10.50%11.50%
Plano Molding Company, LLCSenior Secured First Lien Debt8.50%1.50%10.00%
Premiere Global Services, Inc.Senior Secured Second Lien Debt0.50%10.00%10.50%
SEK Holding Co LLCSenior Secured First Lien Debt9.00%4.00%13.00%
SIMR, LLCSenior Secured First Lien Debt12.00%7.00%19.00%
Spinal USA, Inc. / Precision Medical Inc.Senior Secured First Lien Debt10.47%10.47%
West Dermatology Management Holdings, LLCSenior Secured First Lien Debt6.25%0.75%7.00%
WPLM Acquisition Corp.Unsecured Note15.00%15.00%
See accompanying notes to consolidated financial statements.
25

CĪON Investment Corporation
Notes to Consolidated Financial Statements (unaudited)
June 30, 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, 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's investment professionals continue to perform certain services for CIM and the Company, including, without limitation, identifying investment opportunities for approval by CIM's investment committee. 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 the Fourth Amended CIM LLC Agreement, AIM's investment professionals perform certain services for CIM, which include, among other services, (i) assistance with identifying and providing information about potential investment opportunities for approval by CIM’s investment committee; and (ii) 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. 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 personnel.
On April 5, 2021, the Company’s board of directors unanimously approved a number of steps in connection with the commencement of plans to pursue a potential listing of the Company’s shares of common stock on a national securities exchange. The Company has been cleared to file an application, and has applied, to list its shares of common stock on the New York Stock Exchange, or the NYSE, under the symbol “CION”. Subject to market conditions, final board approvals and NYSE approval, the Company currently expects to seek the commencement of trading of its shares of common stock on the NYSE, or the Listing, in the period following receipt of shareholder approval of the proposals to be considered at the Company’s reconvened annual meeting, as described in the Company’s definitive proxy statement filed on May 13, 2021. There can be no assurance that the Company will be able to complete the Listing in any certain timeframe or at all.
26

CĪON Investment Corporation
Notes to Consolidated Financial Statements (unaudited)
June 30, 2021
(in thousands, except share and per share amounts)
In connection with the potential Listing, the Board also approved an amended and restated investment advisory agreement with CIM. A description of the amended and restated investment advisory agreement is set forth in Proposal 3 in the Company’s definitive proxy statement filed on May 13, 2021. The amended and restated investment advisory agreement is effective upon the Listing, except for 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, which is not dependent upon the Listing. 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 this change to the calculation of the subordinated incentive fee payable to CIM.
Note 2. Summary of Significant Accounting Policies
Basis of Presentation and Consolidation
The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP, for interim financial information and pursuant to the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. For a more complete discussion of significant accounting policies and certain other information, the Company’s interim unaudited consolidated financial statements should be read in conjunction with its audited consolidated financial statements as of December 31, 2020 and for the year then ended included in the Company’s Annual Report on Form 10-K. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year ending December 31, 2021. The consolidated balance sheet and the consolidated schedule of investments as of December 31, 2020 and the consolidated statements of operations, changes in net assets, and cash flows for the year ended December 31, 2020 are derived from the 2020 audited consolidated financial statements and include the accounts of the Company’s wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company did not consolidate its interest in CION SOF Funding, LLC, or CION SOF. See Note 7 for a description of the Company’s investment in CION SOF.

The Company evaluates subsequent events through the date that the consolidated financial statements are issued.
Recently Announced Accounting Standards
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 $48,484 and $73,597 of such investments at June 30, 2021 and December 31, 2020, respectively, which are included in investments, at fair value on the accompanying consolidated balance sheets and on the consolidated schedules of investments.
27

CĪON Investment Corporation
Notes to Consolidated Financial Statements (unaudited)
June 30, 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 June 30, 2021.

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 5).

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 2017, 2018, and 2019.
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 slowly started to loosen these restrictions, such actions created and will continue to create disruption in global supply chains, and adversely impacted many industries. In addition, certain European countries instituted another lockdown during the fourth quarter of 2020 as a second wave of the outbreak occurred. 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 June 30, 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 June 30, 2021 inherently less certain than they would be absent the current and potential impacts of COVID-19. Actual results may materially differ from those estimates.
28

CĪON Investment Corporation
Notes to Consolidated Financial Statements (unaudited)
June 30, 2021
(in thousands, except share and per share amounts)
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.
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.
29

CĪON Investment Corporation
Notes to Consolidated Financial Statements (unaudited)
June 30, 2021
(in thousands, except share and per share amounts)
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.

The discounted cash flow 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 uses net asset value, or NAV, as the fair value for its equity investments in CION SOF and BCP Great Lakes Fund LP. CION SOF and BCP Great Lakes Fund LP record their underlying investments at fair value on a quarterly basis in accordance with ASC 820.
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.
30

CĪON Investment Corporation
Notes to Consolidated Financial Statements (unaudited)
June 30, 2021
(in thousands, except share and per share amounts)
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 June 30, 2021 and December 31, 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 investments, 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.
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. Such fee equals 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 amended and restated investment advisory agreement, the incentive fee on capital gains will be reduced to 17.5%, which will be effective on the Listing. A description of the amended and restated investment advisory agreement is set forth in Proposal 3 in the Company’s definitive proxy statement filed on May 13, 2021. There can be no assurance that the Company will be able to complete the Listing in any certain timeframe or at all.
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.
31

CĪON Investment Corporation
Notes to Consolidated Financial Statements (unaudited)
June 30, 2021
(in thousands, except share and per share amounts)
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 six months ended June 30, 2021 and 2020 and the year ended December 31, 2020:
Six Months Ended
June 30,
Year Ended
December 31,
202120202020
SharesAmountSharesAmountSharesAmount
Gross shares/proceeds from the offering— $— — $— — $— 
Reinvestment of distributions1,319,183 10,424 1,008,204 8,070 2,992,532 23,298 
Total gross shares/proceeds1,319,183 10,424 1,008,204 8,070 2,992,532 23,298 
Sales commissions and dealer manager fees— — — — — — 
    Net shares/proceeds1,319,183 10,424 1,008,204 8,070 2,992,532 23,298 
Share repurchase program(1,315,717)(10,454)(1,077,994)(8,085)(3,079,954)(23,300)
    Net shares/proceeds from (for) share transactions3,466 $(30)(69,790)$(15)(87,422)$(2)
Since commencing its initial continuous public offering on July 2, 2012 and through June 30, 2021, the Company sold 113,297,189 shares of common stock for net proceeds of $1,155,255 at an average price per share of $10.20. The net proceeds include gross proceeds received from reinvested shareholder distributions of $232,386, for which the Company issued 26,425,715 shares of common stock, and gross proceeds paid for shares of common stock tendered for repurchase of $232,417, for which the Company repurchased 26,620,271 shares of common stock.

During the period from July 1, 2021 to August 10, 2021, the Company received gross proceeds of $1,689 from reinvested shareholder distributions, for which the Company issued 208,197 shares of common stock.

Since commencing its initial continuous public offering on July 2, 2012 and through August 10, 2021, the Company sold 113,505,009 shares of common stock for net proceeds of $1,156,943 at an average price per share of $10.19. The net proceeds include gross proceeds received from reinvested shareholder distributions of $234,075, for which the Company issued 26,633,912 shares of common stock, and gross proceeds paid for shares of common stock tendered for repurchase of $232,421, for which the Company repurchased 26,620,648 shares of common stock.

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 has not issued any such shares as of the date of these notes to consolidated financial statements and does not currently intend to do so through August 2021 (the 12-month anniversary of such shareholder approval). On August 9, 2021, the Company's shareholders approved a proposal that again 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 shareholder approval, which will be conditioned upon the occurrence of the Listing.
32

CĪON Investment Corporation
Notes to Consolidated Financial Statements (unaudited)
June 30, 2021
(in thousands, except share and per share amounts)
Share Repurchase Program
The Company offered to repurchase shares 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 is expected to provide. The share repurchase program will ultimately terminate upon the Listing. For a detailed discussion of the potential Listing, refer to Note 1 to these notes to consolidated financial statements.
The Company 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 its fifth amended and restated distribution reinvestment plan. 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. While the Company conducted quarterly tender offers as described above, it was not required to do so and had the authority to suspend or terminate the share repurchase program at any time, upon 30 days’ notice.
The following table summarizes the share repurchases completed during the year ended December 31, 2020 and the six months ended June 30, 2021:
Three Months EndedRepurchase DateShares RepurchasedPercentage of Shares Tendered That Were RepurchasedRepurchase Price Per ShareAggregate Consideration for Repurchased Shares
2020
March 31, 2020March 30, 20201,076,229 13%$7.50 $8,071 
June 30, 2020(1)N/A1,765 N/A7.50 14 
September 30, 2020N/A— N/AN/A— 
December 31, 2020December 30, 20202,001,960 20%7.60 15,215 
Total for the year ended December 31, 20203,079,954 $23,300 
2021
March 31, 2021March 24, 2021675,440 6%$7.83 $5,291 
June 30, 2021June 23, 2021640,277 7%8.07 5,163 
Total for the six months ended June 30, 20211,315,717 $10,454 
(1) Represents an adjustment made during the three months ended June 30, 2020 to shares repurchased during the three months ended March 31, 2020.
33

CĪON Investment Corporation
Notes to Consolidated Financial Statements (unaudited)
June 30, 2021
(in thousands, except share and per share amounts)
Note 4. Transactions with Related Parties
For the three and six months ended June 30, 2021 and 2020 and the year ended December 31, 2020, fees and other expenses incurred by the Company related to CIM and its affiliates were as follows:
Three Months Ended
June 30,
Six Months Ended
June 30,
Year Ended December 31,
EntityCapacityDescription20212020202120202020
CIMInvestment adviserManagement fees(1)$8,243 $7,929 16,026 16,380 $31,828 
CIMInvestment adviserIncentive fees(1)— — — 3,308 7,631 
CIMAdministrative services providerAdministrative services expense(1)697 806 1,381 1,200 2,465 
Apollo Investment Administration, L.P.Administrative services providerTransaction costs(1)38 (12)85 (5)56 
$8,978 $8,723 $17,492 $20,883 $41,980 
(1)Amounts charged directly to operations.

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, which was subsequently approved by shareholders on August 9, 2021. Pursuant to the investment advisory agreement, CIM is 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 amended and restated investment advisory agreement, the annual base management fee will be 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 would 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%. Under the 1940 Act, the Company is not currently permitted to incur indebtedness that would cause its asset coverage ratio to drop below 200%. These changes to the base management fee are effective upon the Listing, if and when the potential Listing occurs. 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 is 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%. The Company pays to CIM 100% of pre-incentive fee net investment income once the hurdle rate is exceeded until the annualized rate of 9.375% is exceeded, at which point the Company pays to CIM 20% of all pre-incentive fee net investment income that exceeds the annualized rate of 9.375%. Under the amended and restated investment advisory agreement, the hurdle rate would be reduced to 1.625% per quarter, or an annualized rate of 6.5%, and the Company would pay 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 would pay to CIM 17.5% of all pre-incentive fee net investment income. These changes to the subordinated incentive fee on income are effective upon the Listing, except for 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, which was effective on August 10, 2021. For the three months ended June 30, 2021 and 2020, the Company did not record any liabilities for subordinated incentive fees. The second part of the incentive fee, which is referred to as the capital gains incentive fee, is described in Note 2.

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 three and six months ended June 30, 2021 and 2020 and the year ended December 31, 2020, the Company had no liability for and did not record any capital gains incentive fees.
34

CĪON Investment Corporation
Notes to Consolidated Financial Statements (unaudited)
June 30, 2021
(in thousands, except share and per share amounts)
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 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 administration agreement with CIM for a period of twelve months commencing December 17, 2020. This administration agreement with CIM replaced the prior administration agreement with CIM's affiliate, ICON Capital, LLC, or ICON Capital, in which ICON Capital provided the same administrative services to the Company under the same terms and conditions.

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 is sufficient to: (1) ensure that no portion of the Company’s distributions to shareholders will be paid from its offering proceeds or borrowings, and/or (2) reduce the Company’s operating expenses until it has achieved economies of scale sufficient to ensure that it bears 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. On December 9, 2020, the Company and CIM further amended the expense support and conditional reimbursement agreement to extend the termination date of such agreement from December 31, 2020 to December 31, 2021.
    
Pursuant to the expense support and conditional reimbursement agreement, the Company will have a conditional obligation to reimburse CIM for any amounts funded by CIM under such agreement (i) if expense support amounts funded by CIM exceed 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) exceeds the distributions paid by the Company to shareholders, and (iii) during any fiscal quarter occurring 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 is further conditioned by the following: (i) in the period in which reimbursement is sought, the ratio of operating expenses to average net assets, when considering the reimbursement, cannot exceed 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 is sought, the annualized distribution rate cannot fall below the annualized distribution rate for the period when the expense support was provided; and (iii) the expense support can only be reimbursed within three years from the date the expense support was provided.

Expense support, if any, will be determined as appropriate to meet the objectives of the expense support and conditional reimbursement agreement. For the three and six months ended June 30, 2021 and 2020 and the year ended December 31, 2020, 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 three and six months ended June 30, 2021 and 2020 and the year ended December 31, 2020. The Company may or may not be requested to reimburse any expense support provided in the future.
The Company or CIM may terminate the expense support and conditional reimbursement agreement at any time. CIM has indicated that it expects to continue such expense support to ensure that the Company bears a reasonable level of expenses in relation to its income. If the Company terminates the investment advisory agreement with CIM, the Company may be required to repay all unreimbursed expense support funded by CIM within three years of the date of termination. There will be no acceleration or increase of such repayment obligation at termination of the investment advisory agreement with CIM. The specific amount of expense support provided by CIM, if any, will be determined at the end of each quarter. There can be no assurance that the expense support and conditional reimbursement agreement will remain in effect or that CIM will support any portion of the Company’s expenses in future quarters.
As of June 30, 2021 and December 31, 2020, the total liability payable to CIM and its affiliates was $9,208 and $13,275, respectively, which primarily related to fees earned by CIM during the three months ended June 30, 2021 and December 31, 2020, respectively.
35

CĪON Investment Corporation
Notes to Consolidated Financial Statements (unaudited)
June 30, 2021
(in thousands, except share and per share amounts)
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 with CIM and CION Securities, LLC (formerly, ICON Securities, LLC), or CION Securities, 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 Company's distribution reinvestment plan, as amended and restated. On July 15, 2020, the board of directors determined to recommence the payment of distributions to shareholders in August 2020. Distributions in respect of future months 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 monthly.
    
The Company’s board of directors declared or ratified distributions for 19 and 6 record dates during the year ended December 31, 2020 and the six months ended June 30, 2021, respectively.
The following table presents cash distributions per share that were declared during the year ended December 31, 2020 and the six months ended June 30, 2021:
Distributions
Three Months EndedPer ShareAmount
2020
March 31, 2020 (thirteen record dates)$0.1829 $20,793 
June 30, 2020 (no record dates)— — 
September 30, 2020 (two record dates)0.0883 10,011 
December 31, 2020 (four record dates)0.2842 32,479 
Total distributions for the year ended December 31, 2020$0.5554 $63,283 
2021
March 31, 2021 (three record dates)$0.1324 $15,029 
June 30, 2021 (three record dates)0.1324 15,000 
Total distributions for the six months ended June 30, 2021$0.2648 $30,029 

On June 15, 2021, the Company's co-chief executive officers declared regular monthly cash distributions of $0.04413 per share for July 2021. The distributions were paid on July 28, 2021 to shareholders of record as of July 27, 2021. Shareholders who previously elected to receive distributions in additional shares of the Company's common stock pursuant to the Company’s distribution reinvestment plan were issued additional shares for the July 2021 distributions on July 28, 2021.

On July 15, 2021, the Company's co-chief executive officers declared regular monthly cash distributions of $0.04413 per share for August 2021. The distributions will be paid on September 1, 2021 to shareholders of record as of August 31, 2021. Shareholders who previously elected to receive distributions in additional shares of the Company's common stock pursuant to the Company’s distribution reinvestment plan will be issued additional shares for the August 2021 distributions on September 1, 2021.
36

CĪON Investment Corporation
Notes to Consolidated Financial Statements (unaudited)
June 30, 2021
(in thousands, except share and per share amounts)
The Company has adopted an “opt in” distribution reinvestment plan for shareholders. As a result, if the Company makes a distribution, shareholders will receive distributions in cash unless they specifically “opt in” to the fifth amended and restated distribution reinvestment plan so as to have their cash distributions reinvested in additional shares of the Company’s common stock.

On December 8, 2016, the Company amended and restated its distribution reinvestment plan pursuant to the fifth amended and restated distribution reinvestment plan, or the Fifth Amended DRIP. The Fifth Amended DRIP became effective as of, and first applied to the reinvestment of cash distributions paid on, February 1, 2017. Under the Fifth Amended DRIP, cash distributions to participating shareholders will be reinvested in additional shares of common stock at a purchase price equal to the estimated net asset value per share of common stock as of the date of issuance.

The Company may fund its cash 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, dividends or other distributions paid to it on account of preferred and common equity investments in portfolio companies and expense support from CIM, which is subject to repayment by the Company within three years. The purpose of this arrangement is to avoid such distributions being characterized as a return of capital. Shareholders should understand that any distributions funded by expense support from CIM are not based on the Company’s investment performance, and any such distributions can only be sustained if the Company maintains positive investment performance in future periods and/or CIM provides such expense support. Shareholders should also understand that the Company’s future repayments of expense support will reduce the distributions that they would otherwise receive. 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. CIM has no obligation to provide expense support to the Company in future periods. For the three months ended June 30, 2021 and 2020 and the year ended December 31, 2020, 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.
The following table reflects the sources of cash distributions on a GAAP basis that the Company has declared on its shares of common stock during the six months ended June 30, 2021 and 2020 and the year ended December 31, 2020:
Six Months Ended
June 30,
Year Ended
December 31,
202120202020
Source of DistributionPer ShareAmountPercentagePer ShareAmountPercentagePer ShareAmountPercentage
Net investment income$0.2648 $30,029 100.0 %$0.1829 $20,793 100.0 %$0.5554 $63,283 100.0 %
Total distributions$0.2648 $30,029 100.0 %$0.1829 $20,793 100.0 %$0.5554 $63,283 100.0 %
It is the Company's policy to comply with all requirements of the Code applicable to RICs and to distribute at least 90% 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. Accordingly, no federal income tax provision was required for the year ended December 31, 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.
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. All distributions for 2020 were characterized as ordinary income distributions for federal income tax purposes.
37

CĪON Investment Corporation
Notes to Consolidated Financial Statements (unaudited)
June 30, 2021
(in thousands, except share and per share amounts)
The tax components of accumulated earnings for the current year will be determined at year end. As of December 31, 2020, the components of accumulated losses on a tax basis were as follows:
December 31, 2020
Undistributed ordinary income$5,950 
Other accumulated losses(1,793)
Net unrealized depreciation on investments(161,664)
Total accumulated losses$(157,507)
As of June 30, 2021, the aggregate gross unrealized appreciation for all securities in which there was an excess of value over tax cost was $48,764; the aggregate gross unrealized depreciation for all securities in which there was an excess of tax cost over value was $159,934; the net unrealized depreciation was $111,170; and the aggregate cost of securities for Federal income tax purposes was $1,835,208.
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.
Note 6. Investments
The composition of the Company’s investment portfolio as of June 30, 2021 and December 31, 2020 at amortized cost and fair value was as follows:
June 30, 2021December 31, 2020
Cost(1)Fair
Value
Percentage of
Investment
Portfolio
Cost(1)Fair
Value
Percentage of
Investment
Portfolio
Senior secured first lien debt$1,430,846 $1,407,224 84.0 %$1,266,564 $1,223,268 81.8 %
Senior secured second lien debt160,631 141,710 8.5 %171,480 151,506 10.1 %
Collateralized securities and structured products - equity14,487 14,095 0.8 %15,305 12,131 0.8 %
Unsecured debt5,675 5,508 0.3 %5,668 5,464 0.4 %
Equity100,712 107,017 6.4 %118,638 103,405 6.9 %
Subtotal/total percentage1,712,351 1,675,554 100.0 %1,577,655 1,495,774 100.0 %
Short term investments(2)48,484 48,484 73,597 73,597 
Total investments$1,760,835 $1,724,038 $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.
38

CĪON Investment Corporation
Notes to Consolidated Financial Statements (unaudited)
June 30, 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 June 30, 2021 and December 31, 2020:
June 30, 2021December 31, 2020
Industry ClassificationInvestments at
Fair Value
Percentage of
Investment Portfolio
Investments at
Fair Value
Percentage of
Investment Portfolio
Healthcare & Pharmaceuticals$283,126 16.9 %$298,944 19.9 %
Services: Business268,849 16.0 %211,572 14.0 %
Media: Diversified & Production127,105 7.6 %108,078 7.2 %
Chemicals, Plastics & Rubber124,017 7.4 %141,654 9.5 %
Services: Consumer112,840 6.7 %85,254 5.7 %
Media: Advertising, Printing & Publishing107,481 6.4 %110,083 7.4 %
High Tech Industries73,265 4.4 %55,619 3.7 %
Beverage, Food & Tobacco64,626 3.9 %69,975 4.7 %
Capital Equipment63,679 3.8 %65,752 4.4 %
Banking, Finance, Insurance & Real Estate53,168 3.2 %41,211 2.8 %
Retail45,543 2.7 %29,312 2.0 %
Aerospace & Defense42,331 2.5 %35,751 2.4 %
Consumer Goods: Durable42,219 2.5 %7,417 0.5 %
Telecommunications41,975 2.5 %46,638 3.1 %
Energy: Oil & Gas41,543 2.5 %28,136 1.9 %
Construction & Building41,064 2.5 %34,653 2.3 %
Hotel, Gaming & Leisure33,523 2.0 %21,920 1.5 %
Consumer Goods: Non-Durable32,534 1.9 %15,757 1.1 %
Diversified Financials25,710 1.5 %37,214 2.5 %
Forest Products & Paper21,699 1.3 %21,686 1.4 %
Transportation: Cargo17,960 1.1 %19,001 1.3 %
Metals & Mining11,297 0.7 %10,147 0.7 %
Subtotal/total percentage1,675,554 100.0 %1,495,774 100.0 %
Short term investments48,484 73,597 
Total investments$1,724,038 $1,569,371 
39

CĪON Investment Corporation
Notes to Consolidated Financial Statements (unaudited)
June 30, 2021
(in thousands, except share and per share amounts)
June 30, 2021December 31, 2020
Geographic Dispersion(1)Investments at
Fair Value
Percentage of
Investment Portfolio
Investments at
Fair Value
Percentage of
Investment Portfolio
United States$1,626,284 97.1 %$1,446,950 96.8 %
Canada20,890 1.3 %14,775 1.0 %
Cayman Islands14,095 0.8 %12,131 0.8 %
Netherlands7,426 0.4 %7,651 0.5 %
Luxembourg3,809 0.2 %10,034 0.7 %
Cyprus2,278 0.1 %3,557 0.2 %
Bermuda772 0.1 %676 — 
Subtotal/total percentage1,675,554 100.0 %1,495,774 100.0 %
Short term investments48,484 73,597 
Total investments$1,724,038 $1,569,371 
(1)The geographic dispersion is determined by the portfolio company's country of domicile.
As of June 30, 2021 and December 31, 2020, investments on non-accrual status represented 0.4% 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 June 30, 2021 and December 31, 2020, the Company’s unfunded commitments amounted to $80,283 and $43,130, respectively. As of August 5, 2021, the Company’s unfunded commitments amounted to $85,059. 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. CION SOF

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 cash 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 with MS, or the SOF Credit Facility, 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 six months ended June 30, 2020 and the year ended December 31, 2020, the Company recorded dividend income from its equity interest in CION SOF of $2,487 and $3,518, respectively. The Company did not record any dividend income from its equity interest in CION SOF for the six months ended June 30, 2021.
40

CĪON Investment Corporation
Notes to Consolidated Financial Statements (unaudited)
June 30, 2021
(in thousands, except share and per share amounts)
In accordance with ASU 2015-02, Consolidation, the Company determined that CION SOF was a variable interest entity, or 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.

The following table sets forth the individual investments in CION SOF's portfolio as of December 31, 2020:
Portfolio CompanyIndex Rate(a)IndustryPrincipal/
Par Amount/
Units
Cost(b)Fair
Value
Senior Secured First Lien Debt
Alert 360 Opco, Inc., L+600, 1.00% LIBOR Floor, 10/16/20251 Month LIBORServices: Consumer$2,501 $2,501 $2,501 
Total Senior Secured First Lien Debt2,501 2,501 
Equity
Alert 360 Topco, Inc., Common Stock
Services: Consumer119,445 Units741 741 
Total Equity741 741 
Short Term Investments(c)
First American Treasury Obligations Fund, Class Z Shares, 0.03%(d)10,591 10,591 
Total Short Term Investments10,591 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 assets41 
Interest receivable on investments454 
   Total assets$14,328 
Other liabilities$75 
   Total liabilities75 
Members' capital14,253 
   Total liabilities and members' capital$14,328 
The following table includes selected statement of operations information for CION SOF for the six months ended June 30, 2021 and 2020 and the year ended December 31, 2020:
Three Months Ended
June 30,
Six Months Ended
June 30,
Year Ended December 31,
Selected Statement of Operations Information:20212020202120202020
Total revenues$— $2,001 $29 $4,590 $7,874 
Total expenses— 832 29 1,775 3,934 
Net realized loss on investments— (337)— (337)(3,427)
Net change in unrealized appreciation (depreciation) on investments— 542 — (3,564)28 
Net increase (decrease) in net assets$— $1,374 $— $(1,086)$541 
41

CĪON Investment Corporation
Notes to Consolidated Financial Statements (unaudited)
June 30, 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 June 30, 2021: 
Financing ArrangementType of Financing ArrangementRateAmount OutstandingAmount AvailableMaturity Date
JPM Credit FacilityTerm Loan Credit FacilityL+3.10%$550,000 $25,000 May 15, 2024
2026 Notes(1)Note Purchase Agreement4.50%125,000 — February 11, 2026
UBS FacilityRepurchase AgreementL+3.375%100,000 50,000 November 19, 2023
More Term Loan(2)Term Loan Facility Agreement5.20%30,000 — September 30, 2024
$805,000 $75,000 
(1)As of June 30, 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 June 30, 2021.
(2)As of June 30, 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 June 30, 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 may be 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 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.

On June 2, 2021, 34th Street drew down $50,000 of borrowings under the Third Amended JPM Credit Facility.
42

CĪON Investment Corporation
Notes to Consolidated Financial Statements (unaudited)
June 30, 2021
(in thousands, except share and per share amounts)
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 June 30, 2021 and December 31, 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 has 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 three months ended June 30, 2021, 34th Street was in compliance with all covenants and reporting requirements.

Through June 30, 2021, 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 June 30, 2021 and will amortize to interest expense over the term of the Third Amended JPM Credit Facility. At June 30, 2021, the unamortized portion of the debt issuance costs was $5,606.

For the three and six months ended June 30, 2021 and 2020 and the year ended December 31, 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:
Three Months Ended June 30,Six Months Ended June 30,Year Ended December 31,
20212020202120202020
Stated interest expense$4,275 $4,685 $9,093 $7,721 $19,069 
Amortization of deferred financing costs487 357 1,164 509 1,582 
Non-usage fee149 74 368 137 509 
Total interest expense$4,911 $5,116 $10,625 $8,367 $21,160 
Weighted average interest rate(1)3.40 %4.04 %3.48 %4.34 %3.90 %
Average borrowings$515,934 $465,205 $540,470 $357,603 $493,122 
(1)Includes the stated interest expense and non-usage fee, if any, on the unused portion of the Third Amended JPM Credit Facility 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.
43

CĪON Investment Corporation
Notes to Consolidated Financial Statements (unaudited)
June 30, 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, commencing 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 three months ended June 30, 2021, the Company was in compliance with all 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 June 30, 2021, the aggregate principal amount of 2026 Notes outstanding was $125,000.

Through June 30, 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 June 30, 2021 and will amortize to interest expense over the term of the 2026 Notes. At June 30, 2021, the unamortized portion of the debt issuance costs was $2,464.

For the three months ended June 30, 2021 and for the period from February 11, 2021 through June 30, 2021, the components of interest expense, average borrowings, and weighted average interest rate for the 2026 Notes were as follows:
Three Months Ended June 30, 2021For the Period from February 11, 2021 through June 30, 2021
Stated interest expense$1,422 $2,188 
Amortization of deferred financing costs132 204 
Total interest expense$1,554 $2,392 
Weighted average interest rate(1)4.50 %4.50 %
Average borrowings$125,000 $125,000 
(1) Includes the stated interest expense on the 2026 Notes and is annualized for periods covering less than one year.
44

CĪON Investment Corporation
Notes to Consolidated Financial Statements (unaudited)
June 30, 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 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 has 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. Murray Hill Funding will purchase the Notes to be issued by Murray Hill Funding II from time to time. 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.
45

CĪON Investment Corporation
Notes to Consolidated Financial Statements (unaudited)
June 30, 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, 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.

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 has 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 June 30, 2021, all upfront fees and other expenses were fully amortized.
    
As of June 30, 2021, Notes in the aggregate principal amount of $100,000 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 $100,000. 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 June 30, 2021, the amount due at maturity under the Amended UBS Facility was $100,000. The Notes issued by Murray Hill Funding II and purchased by Murray Hill Funding eliminate in consolidation on the Company’s consolidated financial statements.

As of June 30, 2021, the fair value of assets held by Murray Hill Funding II was $227,154.
46

CĪON Investment Corporation
Notes to Consolidated Financial Statements (unaudited)
June 30, 2021
(in thousands, except share and per share amounts)
For the three and six months ended June 30, 2021 and 2020 and the year ended December 31, 2020, the components of interest expense, average borrowings, and weighted average interest rate for the Amended UBS Facility were as follows:
Three Months Ended June 30,Six Months Ended June 30,Year Ended December 31,
20212020202120202020
Stated interest expense$893 $1,908 $1,795 $4,611 $6,732 
Non-usage fee95 — 189 — 16 
Amortization of deferred financing costs— 125 — 359 360 
Total interest expense$988 $2,033 $1,984 $4,970 $7,108 
Weighted average interest rate(1)3.98 %4.92 %3.94 %5.17 %4.81 %
Average borrowings$100,000 $152,747 $100,000 $176,374 $137,978 
(1)Includes the stated interest expense and non-usage fee, if any, 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 June 30, 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 June 30, 2021 and will amortize to interest expense over the term of the More Term Loan. At June 30, 2021, the unamortized portion of the debt issuance costs was $929.
47

CĪON Investment Corporation
Notes to Consolidated Financial Statements (unaudited)
June 30, 2021
(in thousands, except share and per share amounts)
For the period from April 14, 2021 through June 30, 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 June 30, 2021
Stated interest expense$312 
Amortization of deferred financing costs63 
Total interest expense$375 
Weighted average interest rate(1)5.20 %
Average borrowings$30,000 
(1)Includes the stated interest expense and non-usage fee, if any, on the unused portion of 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. 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.
48

CĪON Investment Corporation
Notes to Consolidated Financial Statements (unaudited)
June 30, 2021
(in thousands, except share and per share amounts)
For the three and six months ended June 30, 2021 and 2020 and the year ended December 31, 2020, the components of interest expense, average borrowings, and weighted average interest rate for the Second Amended Citibank Credit Facility were as follows:
Three Months Ended June 30,Six Months Ended June 30,Year Ended December 31,
20212020202120202020
Stated interest expense$— $802 $— $3,171 $3,171 
Non-usage fee— 111 — 288 288 
Amortization of deferred financing costs— 1,379 — 1,551 1,551 
Total interest expense$ $2,292 $ $5,010 $5,010 
Weighted average interest rate(1)— 3.13 %— 3.72 %3.72 %
Average borrowings$— $110,939 $— $183,774 $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.

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.
49

CĪON Investment Corporation
Notes to Consolidated Financial Statements (unaudited)
June 30, 2021
(in thousands, except share and per share amounts)
For the three and six months ended June 30, 2021 and 2020 and the year ended December 31, 2020, the components of interest expense, average borrowings, and weighted average interest rate for the Amended MS Credit Facility were as follows:
Three Months Ended June 30,Six Months Ended June 30,Year Ended December 31,
20212020202120202020
Stated interest expense$— $566 $— $1,928 $1,928 
Amortization of deferred financing costs— 1,415 — 1,544 1,544 
Non-usage fee— 20 — 87 87 
Total interest expense$ $2,001 $ $3,559 $3,559 
Weighted average interest rate(1)— 3.81 %— 4.50 %4.50 %
Average borrowings$— $61,609 $— $88,451 $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 June 30, 2021 and December 31, 2020, according to the fair value hierarchy: 
June 30, 2021(1)December 31, 2020(2)
Level 1Level 2Level 3TotalLevel 1Level 2Level 3Total
Senior secured first lien debt$— $— $1,407,224 $1,407,224 $— $— $1,223,268 $1,223,268 
Senior secured second lien debt— — 141,710 141,710 — — 151,506 151,506 
Collateralized securities and structured products - equity— — 14,095 14,095 — — 12,131 12,131 
Unsecured debt— — 5,508 5,508 — — 5,464 5,464 
Equity3,045 — 92,357 95,402 2,409 — 75,913 78,322 
Short term investments48,484 — — 48,484 73,597 — — 73,597 
Total Investments$51,529 $— $1,660,894 $1,712,423 $76,006 $— $1,468,282 $1,544,288 
(1)Excludes the Company's $11,615 investment in BCP Great Lakes Fund LP, which was 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.
50

CĪON Investment Corporation
Notes to Consolidated Financial Statements (unaudited)
June 30, 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 three and six months ended June 30, 2021 and 2020:
Three Months Ended
June 30, 2021
Senior Secured First Lien DebtSenior Secured Second Lien DebtCollateralized Securities and Structured Products - EquityUnsecured DebtEquityTotal
Beginning balance, March 31, 2021$1,255,426 $154,626 $13,840 $5,493 $91,409 $1,520,794 
Investments purchased(2)(3)224,407 614 — — 2,843 227,864 
Net realized (loss) gain(341)— — — 805 464 
Net change in unrealized appreciation (depreciation)4,756 (877)920 11 3,362 8,172 
Accretion of discount2,555 174 — — 2,733 
Sales and principal repayments(3)(79,579)(12,827)(665)— (6,062)(99,133)
Ending balance, June 30, 2021$1,407,224 $141,710 $14,095 $5,508 $92,357 $1,660,894 
Change in net unrealized appreciation (depreciation) on investments still held as of June 30, 2021(1)$6,482 $(815)$920 $11 $4,076 $10,674 
(1)Included in net change in unrealized appreciation (depreciation) on investments in the consolidated statements of operations.
(2)Investments purchased includes PIK interest.
(3)Includes non-cash restructured securities.
Six Months Ended
June 30, 2021
Senior Secured First Lien DebtSenior Secured Second Lien DebtCollateralized Securities and Structured Products - EquityUnsecured DebtEquityTotal
Beginning balance, December 31, 2020$1,223,268 $151,506 $12,131 $5,464 $75,913 $1,468,282 
Investments purchased(2)(3)413,433 1,641 — — 4,141 419,215 
Net realized (loss) gain(1,414)— — — 805 (609)
Net change in unrealized appreciation19,674 1,053 2,782 37 17,560 41,106 
Accretion of discount5,557 341 — — 5,905 
Sales and principal repayments(3)(253,294)(12,831)(818)— (6,062)(273,005)
Ending balance, June 30, 2021$1,407,224 $141,710 $14,095 $5,508 $92,357 $1,660,894 
Change in net unrealized appreciation (depreciation) on investments still held as of June 30, 2021(1)$17,778 $(218)$2,782 $37 $18,507 $38,886 
(1)Included in net change in unrealized appreciation (depreciation) on investments in the consolidated statements of operations.
(2)Investments purchased includes PIK interest.
(3)Includes non-cash restructured securities.
51

CĪON Investment Corporation
Notes to Consolidated Financial Statements (unaudited)
June 30, 2021
(in thousands, except share and per share amounts)

Three Months Ended
June 30, 2020
Senior Secured First Lien DebtSenior Secured Second Lien DebtCollateralized Securities and Structured Products - EquityUnsecured DebtEquityTotal
Beginning balance, March 31, 2020$1,274,325 $201,165 $10,972 $4,800 $46,455 $1,537,717 
Investments purchased(2)(3)59,458 558 — — 8,106 68,122 
Net realized loss(10,290)(2)— — — (10,292)
Net change in unrealized appreciation (depreciation)11,588 1,408 733 (4)(3,869)9,856 
Accretion of discount1,580 252 — — 1,836 
Sales and principal repayments(3)(98,405)(10,183)(413)— — (109,001)
Ending balance, June 30, 2020$1,238,256 $193,198 $11,292 $4,800 $50,692 $1,498,238 
Change in net unrealized appreciation (depreciation) on investments still held as of June 30, 2020(1)$1,623 $1,408 $733 $(4)$(3,869)$(109)
(1)Included in net change in unrealized appreciation (depreciation) on investments in the consolidated statements of operations.
(2)Investments purchased includes PIK interest.
(3)Includes non-cash restructured securities.
Six Months Ended
June 30, 2020
Senior Secured First Lien DebtSenior Secured Second Lien DebtCollateralized Securities and Structured Products - DebtCollateralized Securities and Structured Products - EquityUnsecured DebtEquityTotal
Beginning balance, December 31, 2019$1,351,767 $248,253 $7,212 $14,182 $4,900 $56,886 $1,683,200 
Investments purchased(2)(3)236,612 912 — — — 8,717 246,241 
Net realized loss(14,485)(1)— — — — (14,486)
Net change in unrealized depreciation(73,442)(15,807)— (2,287)(108)(14,911)(106,555)
Accretion of discount6,269 740 — — — 7,017 
Sales and principal repayments(3)(268,465)(40,899)(7,212)(603)— — (317,179)
Ending balance, June 30, 2020$1,238,256 $193,198 $ $11,292 $4,800 $50,692 $1,498,238 
Change in net unrealized depreciation on investments still held as of June 30, 2020(1)$(74,886)$(15,261)$ $(2,287)$(108)$(14,911)$(107,453)
(1)Included in net change in unrealized appreciation (depreciation) on investments in the consolidated statements of operations.
(2)Investments purchased includes PIK interest.
(3)Includes non-cash restructured securities.
52

CĪON Investment Corporation
Notes to Consolidated Financial Statements (unaudited)
June 30, 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 June 30, 2021 and December 31, 2020 were as follows:
June 30, 2021
Fair ValueValuation Techniques/
Methodologies
Unobservable
Inputs
RangeWeighted Average(1)
Senior secured first lien debt$1,068,244 Discounted Cash FlowDiscount Rates5.5%30.7%10.1%
276,321 Broker QuotesBroker QuotesN/AN/A
26,496 Market Comparable ApproachRevenue Multiple1.90xN/A
25,827 EBITDA Multiple4.50x10.50x8.09x
10,336 Other(2)Other(2)N/AN/A
Senior secured second lien debt115,064 Discounted Cash FlowDiscount Rates8.0%18.0%10.5%
26,538 Broker QuotesBroker QuotesN/AN/A
108 Market Comparable ApproachEBITDA Multiple7.75xN/A
Collateralized securities and structured products - equity14,095 Discounted Cash FlowDiscount Rates10.5%17.0%12.3%
Unsecured debt5,508 Discounted Cash FlowDiscount Rates16.4%N/A
Equity21,604 Market Comparable ApproachEBITDA Multiple4.50x32.50x12.73x
19,077 Revenue Multiple0.60x2.29x1.46x
10,422 $ per kW$325.00N/A
38,627 Other(2)Other(2)N/AN/A
2,286 Discount for Lack of MarketabilityExpected Volatility30.0%N/A
339 Broker QuotesBroker QuotesN/AN/A
Options Pricing ModelExpected Volatility70.0%85.0%70%
Total$1,660,894 
(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.
53

CĪON Investment Corporation
Notes to Consolidated Financial Statements (unaudited)
June 30, 2021
(in thousands, except share and per share amounts)
December 31, 2020
Fair ValueValuation Techniques/
Methodologies
Unobservable
Inputs
RangeWeighted Average(1)
Senior secured first lien debt$881,684 Discounted Cash FlowDiscount Rates5.5%36.2%11.0%
305,974 Broker QuotesBroker QuotesN/AN/A
21,920 Market Comparable ApproachRevenue Multiple2.33xN/A
9,361 EBITDA Multiple2.50xN/A
4,329 Other(2)Other(2)N/AN/A
Senior secured second lien debt121,865 Discounted Cash FlowDiscount Rates8.7%17.3%11.9%
25,763 Broker QuotesBroker QuotesN/AN/A
2,305 Market Comparable ApproachEBITDA Multiple4.75xN/A
1,573 Revenue Multiple0.20xN/A
Collateralized securities and structured products - equity12,131 Discounted Cash FlowDiscount Rates12.0%18.0%13.5%
Unsecured debt5,464 Discounted Cash FlowDiscount Rates16.5%N/A
Equity39,644 Market Comparable ApproachEBITDA Multiple3.00x18.50x10.13x
11,634 Revenue Multiple0.20x2.33x1.56x
7,988 $ per kW$271.50N/A
16,481 Discounted Cash FlowDiscount Rates18.5%N/A
163 Broker QuotesBroker QuotesN/AN/A
Options Pricing ModelExpected Volatility60.0%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 three and six months ended June 30, 2021 and 2020 and the year ended December 31, 2020:
Three Months Ended June 30,Six Months Ended June 30,Year Ended December 31,
20212020202120202020
Professional fees$1,213 $613 $2,478 $910 $1,490 
Transfer agent expense253 260 675 655 1,189 
Valuation expense269 285 521 561 999 
Accounting and administration costs175 137 412 283 680 
Printing and marketing expense355 103 399 118 378 
Insurance expense137 115 269 223 489 
Director fees and expenses111 113 214 229 450 
Dues and subscriptions27 67 196 149 342 
Other expenses27 22 92 57 336 
Total general and administrative expense$2,567 $1,715 $5,256 $3,185 $6,353 
54

CĪON Investment Corporation
Notes to Consolidated Financial Statements (unaudited)
June 30, 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 June 30, 2021 and December 31, 2020, the Company’s unfunded commitments were as follows:
Unfunded CommitmentsJune 30, 2021(1)December 31, 2020(1)
Genesis Healthcare, Inc.$35,000 $— 
West Dermatology Management Holdings, LLC7,655 7,655 
Williams Industrial Services Group, Inc.5,000 5,000 
Rogers Mechanical Contractors, LLC4,808 — 
BCP Great Lakes Fund LP3,406 2,135 
Instant Web, LLC2,704 2,704 
Geon Performance Solutions, LLC2,586 2,586 
Coyote Buyer, LLC2,500 2,500 
Appalachian Resource Company, LLC2,500 2,500 
Moss Holding Company2,232 2,232 
Foundation Consumer Healthcare, LLC2,094 4,211 
NWN Parent Holdings LLC1,800 — 
Anthem Sports & Entertainment Inc.1,750 1,333 
Extreme Reach, Inc.1,744 1,744 
Mimeo.com, Inc.1,250 1,000 
AMCP Staffing Intermediate Holdings III, LLC1,142 1,370 
RA Outdoors, LLC1,049 — 
Invincible Boat Company798 — 
CircusTrix Holdings, LLC180 2,898 
American Media, LLC85 — 
Palmetto Solar, LLC— 3,262 
Total$80,283 $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 June 30, 2021 and December 31, 2020, refer to the table above and the consolidated schedules of investments. As of August 5, 2021, the Company was committed, upon the satisfaction of certain conditions, to fund an additional $85,059.
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.
55

CĪON Investment Corporation
Notes to Consolidated Financial Statements (unaudited)
June 30, 2021
(in thousands, except share and per share amounts)
Note 12. Fee Income
Fee income consists of amendment fees, capital structuring and other fees, and administrative agent fees. The following table summarizes the Company’s fee income for the three and six months ended June 30, 2021 and 2020 and the year ended December 31, 2020:
Three Months Ended
June 30,
Six Months Ended
June 30,
Year Ended
December 31,
20212020202120202020
Capital structuring and other fees$790 $109 $1,084 $224 $968 
Amendment fees90 628 674 1,117 3,550 
Administrative agent fees— — 55 — 25 
Total$880 $737 $1,813 $1,341 $4,543 
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.
Note 13. Financial Highlights

The following is a schedule of financial highlights as of and for the six months ended June 30, 2021 and 2020 and the year ended December 31, 2020:
Six Months Ended
June 30,
Year Ended
December 31,
202120202020
Per share data:(1)
Net asset value at beginning of period$7.75 $8.40 $8.40 
Results of operations:
Net investment income0.32 0.31 0.69 
Net realized and net change in unrealized gains (losses)(2)0.36 (1.10)(0.78)
Net increase (decrease) in net assets resulting from operations(2)0.68 (0.79)(0.09)
Shareholder distributions:
Distributions from net investment income(0.26)(0.18)(0.56)
Net decrease in net assets resulting from shareholders' distributions(0.26)(0.18)(0.56)
Capital share transactions:
Issuance of common stock above net asset value(3)— — — 
Repurchases of common stock(4)— — — 
Net increase in net assets resulting from capital share transactions— — — 
Net asset value at end of period$8.17 $7.43 $7.75 
Shares of common stock outstanding at end of period113,297,189 113,311,355 113,293,723 
Total investment return-net asset value(5)9.00 %(9.47)%(0.94)%
Net assets at beginning of period$878,256 $952,563 $952,563 
Net assets at end of period$925,880 $842,430 $878,256 
Average net assets$903,354 $882,484 $875,846 
Ratio/Supplemental data:
Ratio of net investment income to average net assets(6)4.02 %4.03 %8.99 %
Ratio of gross operating expenses to average net assets(6)(7)4.21 %5.21 %9.72 %
Ratio of net operating expenses to average net assets(6)4.21 %5.21 %9.72 %
Portfolio turnover rate(8)18.43 %12.42 %22.99 %
Asset coverage ratio(9)2.15 2.13 2.21 
(1)The per share data for the six months ended June 30, 2021 and 2020 and the year ended December 31, 2020 was derived by using the weighted average shares of common stock outstanding during each period.
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CĪON Investment Corporation
Notes to Consolidated Financial Statements (unaudited)
June 30, 2021
(in thousands, except share and per share amounts)
(2)The amount shown for net realized and net change in unrealized gains (losses) 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.
(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 six months ended June 30, 2021 and 2020 and the year ended December 31, 2020. 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 six months ended June 30, 2021 and 2020 and the year ended December 31, 2020.
(5)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 monthly 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 monthly cash 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. Total returns covering less than a full year are not annualized.
(6)Ratio is not annualized.
(7)Ratio of gross operating expenses to average net assets does not include expense support provided by CIM, if any.
(8)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.
(9)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.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
As used in this Quarterly Report on Form 10-Q, “we,” “us,” “our” or similar terms include CĪON Investment Corporation and its consolidated subsidiaries. In addition, the term "portfolio companies" refers to companies in which we have invested, either directly or indirectly through our consolidated subsidiaries.
The following discussion should be read in conjunction with our unaudited consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2020. In addition to historical information, the following discussion and other parts of this Quarterly Report on Form 10-Q contain forward-looking information that involves risks and uncertainties. Amounts and percentages presented herein may have been rounded for presentation and all dollar amounts, excluding share and per share amounts, are presented in thousands unless otherwise noted.
Forward-Looking Statements
Some of the statements within this Quarterly Report on Form 10-Q constitute forward-looking statements because they relate to future events or our future performance or financial condition. The forward-looking statements contained in this Quarterly Report on Form 10-Q may include statements as to:
our future operating results;
our business prospects and the prospects of our portfolio companies, including our and their ability to achieve our respective objectives as a result of COVID-19;
the impact of the investments that we expect to make;
the ability of our portfolio companies to achieve their objectives;
our current and expected financings and investments;
the adequacy of our cash resources, financing sources and working capital;
the use of borrowed money to finance a portion of our investments;
the timing of cash flows, if any, from the operations of our portfolio companies;
our contractual arrangements and relationships with third parties;
the actual and potential conflicts of interest with CIM and Apollo and their respective affiliates;
the ability of CIM's and AIM's investment professionals to locate suitable investments for us and the ability of CIM to monitor and administer our investments;
the ability of CIM and its affiliates to attract and retain highly talented professionals;
the dependence of our future success on the general economy and its impact on the industries in which we invest, including COVID-19 and the related economic disruptions caused thereby;
the effects of a changing interest rate environment;
our ability to source favorable private investments;
our tax status;
the effect of changes to tax legislation and our tax position;
the tax status of the companies in which we invest; and
the timing and amount of distributions and dividends from the companies in which we invest.
In addition, words such as “anticipate,” “believe,” “expect” and “intend” indicate a forward-looking statement, although not all forward-looking statements include these words. The forward-looking statements contained in this Quarterly Report on Form 10-Q involve risks and uncertainties. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in “Risk Factors” in Item 1A of Part II of this Quarterly Report on Form 10-Q. Other factors that could cause actual results to differ materially include: 
changes in the economy;
risks associated with possible disruption in our operations or the economy generally due to terrorism, pandemics, or natural disasters; and
future changes in laws or regulations and conditions in our operating areas.
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We have based the forward-looking statements on information available to us on the date of this Quarterly Report on Form 10-Q. Except as required by the federal securities laws, we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise. You are advised to review any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. The forward-looking statements contained in this Quarterly Report on Form 10-Q are excluded from the safe harbor protection provided by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
Overview
We were incorporated under the general corporation laws of the State of Maryland on August 9, 2011 and commenced operations on December 17, 2012 upon raising proceeds of $2,500 from persons not affiliated with us, CIM or Apollo. We are an externally managed, non-diversified closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act. We elected to be treated for federal income tax purposes as a RIC, as defined under Subchapter M of the Code.
Our investment objective is to generate current income and, to a lesser extent, capital appreciation for investors. Our 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. In connection with our debt investments, we may receive equity interests such as warrants or options as additional consideration. We may also purchase equity interests in the form of common or preferred stock in our target companies, either in conjunction with one of our debt investments or through a co-investment with a financial sponsor.
We are managed by CIM, our affiliate and a registered investment adviser. Pursuant to an investment advisory agreement with us, CIM oversees the management of our activities and is responsible for making investment decisions for our portfolio. On November 13, 2020, our board of directors, including a majority 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, our board of directors, including a majority of directors who are not interested persons, approved the amended and restated investment advisory agreement with CIM, which was subsequently approved by shareholders on August 9, 2021 (as described in further detail below). We and CIM previously engaged AIM to act as our investment sub-adviser.
On July 11, 2017, the members of CIM entered into the Third Amended CIM LLC Agreement for the purpose of creating a joint venture between AIM and CIG. 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, our independent directors unanimously approved the termination of the investment sub-advisory agreement with AIM, effective as of July 11, 2017, as part of the new and ongoing relationship among us, CIM and AIM. Although the investment sub-advisory agreement and AIM's engagement as our investment sub-adviser were terminated, AIM's investment professionals continue to perform certain services for CIM and us, including, without limitation, identifying investment opportunities for approval by CIM's investment committee. 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 the Fourth Amended CIM LLC Agreement. Under the Fourth Amended CIM LLC Agreement, AIM’s investment professionals perform certain services for CIM, which include, among other services, (i) assistance with identifying and providing information about potential investment opportunities for approval by CIM’s investment committee; and (ii) 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. All of our investment decisions are the sole responsibility of, and are made at the sole discretion of, CIM's investment committee, which consists entirely of CIG personnel.
On April 5, 2021, our board of directors unanimously approved a number of steps in connection with the commencement of plans to pursue a potential listing of our shares of common stock on a national securities exchange. We have been cleared to file an application, and have applied, to list our shares of common stock on the NYSE under the symbol “CION”. Subject to market conditions, final board approvals and NYSE approval, we currently expect to seek the commencement of trading as part of the Listing in the period following receipt of shareholder approval of the proposals to be considered at our reconvened annual meeting, as described in our definitive proxy statement filed on May 13, 2021. There can be no assurance that we will be able to complete the Listing in any certain timeframe or at all.
In connection with the potential Listing, our board of directors also approved an amended and restated investment advisory agreement with CIM. A description of the amended and restated investment advisory agreement is set forth in Proposal 3 in our definitive proxy statement filed on May 13, 2021. The amended and restated investment advisory agreement is effective upon the Listing, except for 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 our net assets rather than adjusted capital, which is not dependent upon the Listing. The amended and restated investment advisory agreement was approved by shareholders on August 9, 2021 at our reconvened 2021 annual meeting of shareholders. As a result, on August 10, 2021, we and CIM entered into the amended and restated investment advisory agreement in order to implement this change to the calculation of the subordinated incentive fee payable to CIM.
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We seek to meet our investment objective by utilizing the experienced management team of CIM, which includes its access to the relationships and human capital of its affiliates in sourcing, evaluating and structuring transactions, as well as monitoring and servicing our investments. We focus primarily on the senior secured debt of private and thinly-traded U.S. middle-market companies, which we define as companies that generally possess annual EBITDA of $75 million or less, with experienced management teams, significant free cash flow, strong competitive positions and potential for growth.

Revenue
We primarily generate revenue in the form of interest income on the debt securities that we hold and capital gains on debt or other equity interests that we acquire in portfolio companies. The majority of our senior debt investments bear interest at a floating rate. Interest on debt securities is generally payable quarterly or monthly. In some cases, some of our investments may provide for deferred interest payments or PIK interest. The principal amount of the debt securities and any accrued, but unpaid, interest generally will become due at the maturity date. In addition, we may generate revenue in the form of commitment and capital structuring fees, monitoring fees, fees for providing managerial assistance and possibly consulting fees and performance-based fees. Any such fees generated in connection with our investments will be recognized when earned.
Operating Expenses
Our primary operating expenses are the payment of advisory fees and subordinated incentive fees on income under the investment advisory agreement and interest expense on our financing arrangements. Our investment advisory fees compensate CIM for its work in identifying, evaluating, negotiating, executing, monitoring and servicing our investments. We bear all other expenses of our operations and transactions.

Recent Developments

COVID-19
The rapid spread of COVID-19, and associated impacts on the U.S. and global economies and the financial and credit markets, initially had negatively impacted, and may again negatively impact, our business operations and the business operations of some of our portfolio companies. We cannot at this time fully predict the impact of COVID-19 on our business or the business of our portfolio companies, its duration or magnitude or the extent to which it will negatively impact our portfolio companies’ operating results or our own results of operations or financial condition, including, without limitation, our ability to pay distributions to our shareholders. We expect that certain of our portfolio companies will continue to experience economic distress for the foreseeable future and may significantly limit business operations if subjected to prolonged economic distress. These developments could result in a decrease in the value of certain of our investments.
COVID-19 initially had adverse effects on our investment income and may again have adverse effects in the future. These adverse effects may require us to restructure certain of our investments, which could result in further reductions to our investment income or in impairments on our investments. In addition, disruptions in the capital markets have resulted in illiquidity in certain market areas. These market disruptions and illiquidity initially had an adverse effect on our business, financial condition, results of operations and cash flows. Unfavorable economic conditions caused by COVID-19 can also be expected to increase our funding costs and limit our access to the capital markets. These events initially limited our investment originations, which may occur again in the future, and may also have a material negative impact on our operating results.
We will continue to carefully monitor the impact of COVID-19 on our business and the business of our portfolio companies. Because the full effects of COVID-19 are not capable of being known at this time, we cannot estimate the impacts of COVID-19 on our future financial condition, results of operations or cash flows, including its effects on us with respect to our compliance with covenants in our financing arrangements with lenders. We do, however, expect that it will continue to have a negative impact on our business and the financial condition of certain of our portfolio companies.
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Portfolio Investment Activity for the Three Months Ended June 30, 2021 and 2020 and the Year Ended December 31, 2020
The following table summarizes our investment activity, excluding short term investments and PIK securities, for the three months ended June 30, 2021 and 2020 and the year ended December 31, 2020:
Three Months Ended
June 30,
Year Ended
December 31,
Net Investment Activity202120202020
Purchases and drawdowns
    Senior secured first lien debt$221,361 $24,246 $347,992 
    Senior secured second lien debt— — 4,375 
    Equity737 1,626 7,266 
Sales and principal repayments(96,828)(74,851)(543,167)
Net portfolio activity$125,270 $(48,979)$(183,534)
The following tables summarize the composition of our investment portfolio at amortized cost and fair value as of June 30, 2021 and December 31, 2020:
June 30, 2021
Investments Cost(1)Investments Fair
Value
Percentage of
Investment
Portfolio
Senior secured first lien debt$1,430,846 $1,407,224 84.0 %
Senior secured second lien debt160,631 141,710 8.5 %
Collateralized securities and structured products - equity14,487 14,095 0.8 %
Unsecured debt5,675 5,508 0.3 %
Equity100,712 107,017 6.4 %
Subtotal/total percentage1,712,351 1,675,554 100.0 %
Short term investments(2)48,484 48,484 
Total investments$1,760,835 $1,724,038 
Number of portfolio companies132 
Average annual EBITDA of portfolio companies$61.1 million
Median annual EBITDA of portfolio companies$49.0 million
Purchased at a weighted average price of par97.91 %
Gross annual portfolio yield based upon the purchase price(3)8.50 %
(1)Represents amortized cost for debt investments and cost for equity investments. Amortized cost represents the original cost adjusted for the amortization of premiums and/or accretion of discounts, as applicable, on our 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.
(3)The gross annual portfolio yield does not represent and may be higher than an actual investment return to shareholders because it excludes our expenses and all sales commissions and dealer manager fees and does not consider the cost of leverage.
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December 31, 2020
Investments Cost(1)Investments Fair
Value
Percentage of
Investment
Portfolio
Senior secured first lien debt$1,266,564 $1,223,268 81.8 %
Senior secured second lien debt171,480 151,506 10.1 %
Collateralized securities and structured products - equity15,305 12,131 0.8 %
Unsecured debt5,668 5,464 0.4 %
Equity118,638 103,405 6.9 %
Subtotal/total percentage1,577,655 1,495,774 100.0 %
Short term investments(2)73,597 73,597  
Total investments$1,651,252 $1,569,371 
Number of portfolio companies 119 
Average annual EBITDA of portfolio companies$67.3 million
Median annual EBITDA of portfolio companies$53.2 million
Purchased at a weighted average price of par98.18 %
Gross annual portfolio yield based upon the purchase price(3)8.28 %
(1)Represents amortized cost for debt investments and cost for equity investments. Amortized cost represents the original cost adjusted for the amortization of premiums and/or accretion of discounts, as applicable, on our 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.
(3)The gross annual portfolio yield does not represent and may be higher than an actual investment return to shareholders because it excludes our expenses and all sales commissions and dealer manager fees and does not consider the cost of leverage.
The following table summarizes the composition of our investment portfolio by the type of interest rate as of June 30, 2021 and December 31, 2020, excluding short term investments of $48,484 and $73,597, respectively:
June 30, 2021December 31, 2020
Interest Rate AllocationInvestments CostInvestments Fair ValuePercentage of
Investment
Portfolio
Investments CostInvestments Fair ValuePercentage of
Investment
Portfolio
Floating interest rate investments$1,504,684 $1,465,704 87.5 %$1,347,194 $1,284,282 85.9 %
Fixed interest rate investments109,169 110,355 6.6 %126,962 124,816 8.3 %
Non-income producing equity63,856 65,231 3.9 %66,086 52,505 3.5 %
Other income producing investments34,642 34,264 2.0 %37,413 34,171 2.3 %
Total investments$1,712,351 $1,675,554 100.0 %$1,577,655 $1,495,774 100.0 %
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The following table shows the composition of our investment portfolio by industry classification and the percentage, by fair value, of the total assets in such industries as of June 30, 2021 and December 31, 2020:
June 30, 2021December 31, 2020
Industry ClassificationInvestments Fair ValuePercentage of
Investment Portfolio
Investments Fair ValuePercentage of
Investment Portfolio
Healthcare & Pharmaceuticals$283,126 16.9 %$298,944 19.9 %
Services: Business268,849 16.0 %211,572 14.0 %
Media: Diversified & Production127,105 7.6 %108,078 7.2 %
Chemicals, Plastics & Rubber124,017 7.4 %141,654 9.5 %
Services: Consumer112,840 6.7 %85,254 5.7 %
Media: Advertising, Printing & Publishing107,481 6.4 %110,083 7.4 %
High Tech Industries73,265 4.4 %55,619 3.7 %
Beverage, Food & Tobacco64,626 3.9 %69,975 4.7 %
Capital Equipment63,679 3.8 %65,752 4.4 %
Banking, Finance, Insurance & Real Estate53,168 3.2 %41,211 2.8 %
Retail45,543 2.7 %29,312 2.0 %
Aerospace & Defense42,331 2.5 %35,751 2.4 %
Consumer Goods: Durable42,219 2.5 %7,417 0.5 %
Telecommunications41,975 2.5 %46,638 3.1 %
Energy: Oil & Gas41,543 2.5 %28,136 1.9 %
Construction & Building41,064 2.5 %34,653 2.3 %
Hotel, Gaming & Leisure33,523 2.0 %21,920 1.5 %
Consumer Goods: Non-Durable32,534 1.9 %15,757 1.1 %
Diversified Financials25,710 1.5 %37,214 2.5 %
Forest Products & Paper21,699 1.3 %21,686 1.4 %
Transportation: Cargo17,960 1.1 %19,001 1.3 %
Metals & Mining11,297 0.7 %10,147 0.7 %
Subtotal/total percentage1,675,554 100.0 %1,495,774 100.0 %
Short term investments48,484  73,597 
Total investments$1,724,038 $1,569,371 
Our 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 us to provide funding when requested in accordance with the terms of the underlying agreements. As of June 30, 2021 and December 31, 2020, our unfunded commitments amounted to $80,283 and $43,130, respectively. As of August 5, 2021, our unfunded commitments amounted to $85,059. Since these commitments may expire without being drawn upon, unfunded commitments do not necessarily represent future cash requirements or future earning assets for us. Refer to the section “Commitments and Contingencies and Off-Balance Sheet Arrangements” for further details on our unfunded commitments.
Investment Portfolio Asset Quality
CIM uses an investment rating system to characterize and monitor our expected level of returns on each investment in our portfolio. These ratings are just one of several factors that CIM uses to monitor our portfolio, are not in and of themselves determinative of fair value or revenue recognition and are presented for indicative purposes. CIM rates the credit risk of all investments on a scale of 1 to 5 no less frequently than quarterly. This system is intended primarily to reflect the underlying risk of a portfolio investment relative to our initial cost basis in respect of such portfolio investment (i.e., at the time of acquisition), although it may also take into account under certain circumstances the performance of the portfolio company’s business, the collateral coverage of the investment and other relevant factors.
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The following is a description of the conditions associated with each investment rating used in this ratings system:
Investment RatingDescription
1Indicates the least amount of risk to our initial cost basis. The trends and risk factors for this investment since origination or acquisition are generally favorable, which may include the performance of the portfolio company or a potential exit.
2Indicates a level of risk to our initial cost basis that is similar to the risk to our initial cost basis at the time of origination or acquisition. This portfolio company is generally performing in accordance with our analysis of its business and the full return of principal and interest or dividend is expected.
3Indicates that the risk to our ability to recoup the cost of such investment has increased since origination or acquisition, but full return of principal and interest or dividend is expected. A portfolio company with an investment rating of 3 requires closer monitoring.
4Indicates that the risk to our ability to recoup the cost of such investment has increased significantly since origination or acquisition, including as a result of factors such as declining performance and noncompliance with debt covenants, and we expect some loss of interest, dividend or capital appreciation, but still expect an overall positive internal rate of return on the investment.
5Indicates that the risk to our ability to recoup the cost of such investment has increased materially since origination or acquisition and the portfolio company likely has materially declining performance. Loss of interest or dividend and some loss of principal investment is expected, which would result in an overall negative internal rate of return on the investment.
For investments rated 3, 4, or 5, CIM enhances its level of scrutiny over the monitoring of such portfolio company.
The following table summarizes the composition of our investment portfolio based on the 1 to 5 investment rating scale at fair value as of June 30, 2021 and December 31, 2020, excluding short term investments of $48,484 and $73,597, respectively:    
June 30, 2021December 31, 2020
Investment RatingInvestments
Fair Value
Percentage of
Investment Portfolio
Investments
Fair Value
Percentage of
Investment Portfolio
1$122,894 7.3 %$2,997 0.2 %
21,265,640 75.5 %1,173,191 78.5 %
3279,814 16.7 %309,930 20.7 %
46,394 0.4 %9,210 0.6 %
5812 0.1 %446 — 
$1,675,554 100.0 %$1,495,774 100.0 %
The amount of the investment portfolio in each rating category may vary substantially from period to period resulting primarily from changes in the composition of such portfolio as a result of new investment, repayment and exit activities. In addition, changes in the rating of investments may be made to reflect our expectation of performance and changes in investment values.
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Current Investment Portfolio
The following table summarizes the composition of our investment portfolio at fair value as of August 5, 2021:
Investments Fair
Value
Percentage of
Investment
Portfolio
Senior secured first lien debt$1,403,204 87.7 %
Senior secured second lien debt106,698 6.7 %
Collateralized securities and structured products - equity13,597 0.9 %
Unsecured debt5,508 0.3 %
Equity69,610 4.4 %
Subtotal/total percentage1,598,617 100.0 %
Short term investments(2)141,386 
Total investments$1,740,003 
Number of portfolio companies128 
Average annual EBITDA of portfolio companies$62.3 million
Median annual EBITDA of portfolio companies$49.0 million
Purchased at a weighted average price of par97.24 %
Gross annual portfolio yield based upon the purchase price(2)8.28 %
(1)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.
(2)The gross annual portfolio yield does not represent and may be higher than an actual investment return to shareholders because it excludes our expenses and all sales commissions and dealer manager fees and does not consider the cost of leverage.
Results of Operations for the Three Months Ended June 30, 2021 and 2020
Our results of operations for the three months ended June 30, 2021 and 2020 were as follows:
Three Months Ended
June 30,
20212020
Investment income$38,021 $35,808 
Net operating expenses19,335 21,892 
Net investment income18,686 13,916 
Net realized gain (loss) on investments and foreign currency441 (10,986)
Net change in unrealized appreciation on investments8,842 13,657 
Net increase in net assets resulting from operations$27,969 $16,587 
Investment Income
For the three months ended June 30, 2021 and 2020, we generated investment income of $38,021 and $35,808, respectively, consisting primarily of interest income on investments in senior secured debt, collateralized securities and structured products, and unsecured debt of 123 and 122 portfolio companies held during each respective period. Our average investment portfolio size, excluding our short term investments, increased $44,289, from $1,560,512 for the three months ended June 30, 2020 to $1,604,801 for the three months ended June 30, 2021. Additionally, investments on non-accrual status represented 0.4% of the Company's investment portfolio on a fair value basis as of June 30, 2021 compared to 3.0% as of June 30, 2020.
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Operating Expenses
The composition of our operating expenses for the three months ended June 30, 2021 and 2020 was as follows:
Three Months Ended
June 30,
20212020
Management fees$8,243 $7,929 
Administrative services expense697 806 
General and administrative2,567 1,715 
Interest expense7,828 11,442 
Total operating expenses$19,335 $21,892 
The decrease in interest expense during the three months ended June 30, 2021 was primarily the result of all remaining unamortized debt issuance costs related to the Second Amended Citibank Credit Facility and the Amended MS Credit Facility being expensed upon the repayment of all amounts outstanding on these facilities during the three months ended June 30, 2020.
The composition of our general and administrative expenses for the three months ended June 30, 2021 and 2020 was as follows:
Three Months Ended
June 30,
20212020
Professional fees$1,213 $613 
Printing and marketing expense355 103 
Valuation expense269 285 
Transfer agent expense253 260 
Accounting and administration costs175 137 
Insurance expense137 115 
Director fees and expenses111 113 
Dues and subscriptions27 67 
Other expenses27 22 
Total general and administrative expense$2,567 $1,715 

The increase in general and administrative expenses was primarily the result of higher professional fees incurred during the three months ended June 30, 2021 associated with the potential Listing and higher printing and marketing expense incurred during the three months ended June 30, 2021 associated with shareholder proxy solicitation costs.

Net Investment Income

Our net investment income totaled $18,686 and $13,916 for the three months ended June 30, 2021 and 2020, respectively. The increase in our net investment income was primarily the result of higher investment income and lower interest expense, partially offset by higher general and administrative expenses, during the three months ended June 30, 2021 as compared to the three months ended June 30, 2020.
Net Realized Gain (Loss) on Investments and Foreign Currency
Our net realized gain (loss) on investments and foreign currency totaled $441 and $(10,986) for the three months ended June 30, 2021 and 2020, respectively, which were driven primarily by realized losses on the restructure of certain investments during the three months ended June 30, 2020.

Net Change in Unrealized Appreciation on Investments
The net change in unrealized appreciation on our investments totaled $8,842 and $13,657 for the three months ended June 30, 2021 and 2020, respectively. We observed tightening credit spreads and increased multiples in equity markets that positively impacted the fair value of certain of our investments during the three months ended June 30, 2021 and 2020.
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Net Increase in Net Assets Resulting from Operations
For the three months ended June 30, 2021 and 2020, we recorded a net increase in net assets resulting from operations of $27,969 and $16,587, respectively, as a result of our operating activity for the respective periods.
This “Results of Operations” discussion should also be read in conjunction with “Recent Developments - COVID-19” above.
Results of Operations for the Six Months Ended June 30, 2021 and 2020
Our results of operations for the six months ended June 30, 2021 and 2020 were as follows:
Six Months Ended
June 30,
20212020
Investment income$74,324 $81,556 
Net operating expenses38,039 45,979 
Net investment income36,285 35,577 
Net realized loss on investments and foreign currency(3,687)(15,182)
Net change in unrealized appreciation (depreciation) on investments45,085 (109,720)
Net increase (decrease) in net assets resulting from operations$77,683 $(89,325)
Investment Income
For the six months ended June 30, 2021 and 2020, we generated investment income of $74,324 and $81,556, respectively, consisting primarily of interest income on investments in senior secured debt, collateralized securities and structured products, and unsecured debt of 127 and 134 portfolio companies held during each respective period. Our average investment portfolio size, excluding our short term investments, decreased $52,139, from $1,637,803 for the six months ended June 30, 2020 to $1,585,664 for the six months ended June 30, 2021. Additionally, the decrease in LIBOR during the six months ended June 30, 2021 as compared to the six months ended June 30, 2020 also contributed to the decrease in interest income generated on our investments.

Operating Expenses
The composition of our operating expenses for the six months ended June 30, 2021 and 2020 was as follows:
Six Months Ended
June 30,
20212020
Management fees$16,026 $16,380 
Administrative services expense1,381 1,200 
Subordinated incentive fee on income— 3,308 
General and administrative5,256 3,185 
Interest expense15,376 21,906 
Total operating expenses$38,039 $45,979 
The decrease in interest expense during the six months ended June 30, 2021 was primarily the result of all remaining unamortized debt issuance costs related to the Second Amended Citibank Credit Facility and the Amended MS Credit Facility being expensed upon the repayment of all amounts outstanding on these facilities during the three months ended June 30, 2020. The decrease in interest expense was also the result of a decrease in LIBOR during the six months ended June 30, 2021 as compared to the six months ended June 30, 2020. The decrease in subordinated incentive fee on income was primarily due to the decrease in interest income during the three months ended March 31, 2021 as compared to the three months ended March 31, 2020.
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The composition of our general and administrative expenses for the six months ended June 30, 2021 and 2020 was as follows:
Six Months Ended
June 30,
20212020
Professional fees$2,478 $910 
Transfer agent expense675 655 
Valuation expense521 561 
Accounting and administration costs412 283 
Printing and marketing expense399 118 
Insurance expense269 223 
Director fees and expenses214 229 
Dues and subscriptions196 149 
Other expenses92 57 
Total general and administrative expense$5,256 $3,185 
The increase in general and administrative expenses was primarily the result of higher professional fees incurred during the six months ended June 30, 2021 associated with the potential Listing and higher printing and marketing expense incurred during the six months ended June 30, 2021 associated with shareholder proxy solicitation costs.

Net Investment Income

Our net investment income totaled $36,285 and $35,577 for the six months ended June 30, 2021 and 2020, respectively. The increase in our net investment income was primarily the result of lower interest expense and lower subordinated incentive fee on income, partially offset by lower investment income and higher general and administrative expenses, during the six months ended June 30, 2021 as compared to the six months ended June 30, 2020.
Net Realized Loss on Investments and Foreign Currency
Our net realized loss on investments and foreign currency totaled $(3,687) and $(15,182) for the six months ended June 30, 2021 and 2020, respectively, which were driven primarily by realized losses on the restructure of certain investments during the six months ended June 30, 2020.
Net Change in Unrealized Appreciation (Depreciation) on Investments
The net change in unrealized appreciation (depreciation) on our investments totaled $45,085 and $(109,720) for the six months ended June 30, 2021 and 2020, respectively. This change was driven primarily by tightening credit spreads and increased multiples in equity markets during the six months ended June 30, 2021 that positively impacted the fair value of certain of our investments, as compared to the outbreak and spread of COVID-19 around the world during the six months ended June 30, 2020, which caused significant uncertainty and volatility in the U.S. and global economies as well as in the financial and credit markets and negatively impacted the fair value of certain of our investments.
Net Increase (Decrease) in Net Assets Resulting from Operations
For the six months ended June 30, 2021 and 2020, we recorded a net increase (decrease) in net assets resulting from operations of $77,683 and $(89,325), respectively, as a result of our operating activity for the respective periods.
This “Results of Operations” discussion should also be read in conjunction with “Recent Developments - COVID-19” above.
Net Asset Value per Share, Annual Investment Return and Total Return Since Inception 

Our net asset value per share was $8.17 and $7.75 on June 30, 2021 and December 31, 2020, respectively. After considering (i) the overall changes in net asset value per share, (ii) paid distributions of approximately $0.2648 per share during the six months ended June 30, 2021, and (iii) the assumed reinvestment of those distributions in accordance with our distribution reinvestment plan then in effect, the total investment return-net asset value was 9.00% for the six-month period ended June 30, 2021. Total investment return-net asset value does not represent and may be higher than an actual return to shareholders because it excludes all sales commissions and dealer manager fees. Total investment return-net asset value is a measure of the change in total value for shareholders who held our common stock at the beginning and end of the period, including distributions paid or payable during the period, and is described further in Note 13 to our consolidated financial statements included in this report.
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Initial shareholders who subscribed to the offering in December 2012 with an initial investment of $10,000 and an initial purchase price equal to $9.00 per share (public offering price excluding sales load) have seen an annualized return of 6.88% and a cumulative total return of 76.57% through June 30, 2021 (see chart below). Initial shareholders who subscribed to the offering in December 2012 with an initial investment of $10,000 and an initial purchase price equal to $10.00 per share (the initial public offering price including sales load) have seen an annualized return of 5.57% and a cumulative total return of 58.91% through June 30, 2021. Over the same time period, the S&P/LSTA Leveraged Loan Index, a primary measure of senior debt covering the U.S. leveraged loan market, which currently consists of approximately 1,000 credit facilities throughout numerous industries, recorded an annualized return of 4.25% and a cumulative total return of 42.72%. In addition, the BofA Merrill Lynch US High Yield Index, a primary measure of short-term US dollar denominated below investment grade corporate debt publicly issued in the US domestic market, recorded an annualized return of 5.92% and a cumulative total return of 63.49% over the same period.
growthof10000.jpg
(1) Cumulative performance: December 17, 2012 to June 30, 2021
The calculations for the Growth of $10,000 Initial Investment are based upon (i) an initial investment of $10,000 in our common stock at the beginning of the period, at a share price of $10.00 per share (including sales load) and $9.00 per share (excluding sales load), (ii) assumes reinvestment of monthly distributions in accordance with our distribution reinvestment plan then in effect, (iii) the sale of the entire investment position at the net asset value per share on the last day of the period, and (iv) the distributions declared and payable to shareholders, if any, on the last day of the period.

Financial Condition, Liquidity and Capital Resources

We generate cash primarily from cash flows from interest, fees and dividends earned from our investments as well as principal repayments and proceeds from sales of our investments. We also employ leverage to seek to enhance our returns as market conditions permit and at the discretion of CIM. On March 23, 2018, an amendment to Section 61(a) of the 1940 Act was signed into law to permit BDCs to reduce the minimum "asset coverage" ratio from 200% to 150% and, as a result, to potentially increase the ratio of a BDC's debt to equity from a maximum of 1-to-1 to a maximum of 2-to-1, so long as certain approval and disclosure requirements are satisfied. We intend to seek the approval of our shareholders to reduce our minimum “asset coverage” ratio from 200% to 150% in accordance with the 1940 Act.
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The outbreak and spread of COVID-19 have caused severe stress and uncertainty in the U.S. and global economies as well as in the financial and credit markets. Given the uncertainty as to the full severity and duration of the pandemic and its effects on us with respect to our compliance with covenants in our loan facilities with lenders and our borrowers’ ability to timely meet their financial obligations to us, management and our board of directors determined that it was in the best interest of our company and all of our shareholders to take certain steps during the three months ended March 31, 2020 that were necessary to improve our cash position and preserve financial flexibility in the short term. This “Financial Condition, Liquidity and Capital Resources” discussion should also be read in conjunction with “Recent Developments - COVID-19” above.

On March 19, 2020, our co-chief executive officers determined to (i) change the timing of declaring distributions to shareholders from quarterly to monthly; and (ii) temporarily suspend the payment of distributions to shareholders commencing with the month ended April 30, 2020, whether in cash or pursuant to our distribution reinvestment plan, as amended and restated. On July 15, 2020, our board of directors determined to recommence the payment of distributions to shareholders in August 2020. Distributions in respect of future months will be evaluated by management and our board of directors based on circumstances and expectations existing at the time of consideration.
On July 30, 2021, our board of directors, including the independent directors, determined to suspend our share repurchase program commencing with the third quarter of 2021 in anticipation of the potential Listing. The share repurchase program will ultimately terminate upon the Listing, which is subject to market conditions, final approval by our board of directors and other factors.
As further described in Note 1 and Note 4 to the notes to the consolidated financial statements included in this report, the recent amended and restated investment advisory agreement will (i) reduce the annual base management fees payable by us to CIM and (ii) amend the way the subordinated incentive fee on income and the capital gains incentive fee is payable by us to CIM by reducing the hurdle and incentive fee rates and express the hurdle rate as a percentage of our net assets rather than our adjusted capital. These changes are effective upon the Listing of our shares on a national securities exchange, except for 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 our net assets rather than adjusted capital, which was effective upon shareholder approval and not dependent upon the Listing. These changes, in the aggregate, may lead to the payment of higher advisory fees to CIM depending upon our performance. There can be no assurance that we will be able to complete the Listing in any certain timeframe or at all.
Our board of directors also intends to declare a special cash distribution to shareholders payable during the fourth quarter of 2021 in an amount not to exceed our estimated undistributed investment company taxable income, in addition to any regular cash distributions that our board may declare. The declaration, payment and terms of this special cash distribution, like all future distributions, are subject to applicable legal restrictions and the sole discretion of our board of directors.

As of June 30, 2021 and December 31, 2020, we had $48,484 and $73,597 in short term investments, respectively, invested in a fund that primarily invests in U.S. government securities.

JPM Credit Facility
As of June 30, 2021 and August 5, 2021, our outstanding borrowings under the Third Amended JPM Credit Facility were $550,000, and the aggregate unfunded principal amount in connection with the Third Amended JPM Credit Facility was $25,000. For a detailed discussion of our Third Amended JPM Credit Facility, refer to Note 8 to our consolidated financial statements included in this report.
UBS Facility
As of June 30, 2021 and August 5, 2021, our outstanding borrowings under the Amended UBS Facility were $100,000 and $121,000, respectively, and the aggregate unfunded principal amount in connection with the Amended UBS Facility was $50,000 and $29,000, respectively. For a detailed discussion of our Amended UBS Facility, refer to Note 8 to our consolidated financial statements included in this report.
2026 Notes

As of June 30, 2021 and August 5, 2021, we had $125,000 in aggregate principal amount of 2026 Notes outstanding. For a detailed discussion of our 2026 Notes, refer to Note 8 to our consolidated financial statements included in this report.
More Term Loan
As of June 30, 2021 and August 5, 2021, our outstanding borrowings under the More Term Loan were $30,000 and there was no unfunded principal amount in connection with the More Term Loan. For a detailed discussion of our More Term Loan, refer to Note 8 to our consolidated financial statements included in this report.
Unfunded Commitments
As of June 30, 2021 and August 5, 2021, our unfunded commitments amounted to $80,283 and $85,059, respectively. For a detailed discussion of our unfunded commitments, refer to Note 11 to our consolidated financial statements included in this report.
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RIC Status and Distributions
To qualify for and maintain RIC tax treatment, we must, among other things, distribute in respect of each taxable year at least 90% of our net ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any. We will incur certain excise taxes imposed on RICs to the extent we do not distribute in respect of each calendar year an amount at least equal to the sum of (1) 98.0% of our net ordinary income (taking into account certain deferrals and elections) for the calendar year, (2) 98.2% of our capital gains in excess of capital losses, or capital gain net income (adjusted for certain ordinary losses), for the one-year period ending on October 31 of the calendar year and (3) any net ordinary income and capital gain net income from preceding years that were not distributed during such years and on which we paid no federal income tax.

For an additional discussion of our RIC status and distributions, refer to Note 2 and Note 5, respectively, of our consolidated financial statements included in this report.

Recent Accounting Pronouncements

See Note 2 to our consolidated financial statements included in this report for a discussion of certain recent accounting pronouncements that are applicable to us.
Critical Accounting Policies
Our consolidated financial statements are prepared in conformity with GAAP, which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Critical accounting policies are those that require the application of management’s most difficult, subjective or complex judgments, often because of the need to make estimates about the effect of matters that are inherently uncertain and that may change in subsequent periods. In preparing the consolidated financial statements, we also utilize available information, including our past history, industry standards and the current economic environment, among other factors, in forming our estimates and judgments, giving due consideration to materiality. Actual results may differ from these estimates. In addition, other companies may utilize different estimates, which may impact the comparability of our results of operations to those of companies in similar businesses.
Valuation of Portfolio Investments
The value of our assets is determined quarterly and at such other times that an event occurs that materially affects the valuation. The valuation is made pursuant to Section 2(a)(41) of the 1940 Act, which requires that we value our assets as follows: (i) the market price for those securities for which a market quotation is readily available, and (ii) for all other securities and assets, at fair value, as determined in good faith by our board of directors. As a BDC, Section 2(a)(41) of the 1940 Act requires the board of directors to determine in good faith the fair value of portfolio securities for which a market price is not readily available, and it does so in conjunction with the application of our valuation procedures by CIM.
There is no single standard for determining fair value in good faith. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each asset while employing a valuation process that is consistently followed. Determinations of fair value involve subjective judgments and estimates. Accordingly, the notes to our consolidated financial statements refer to the uncertainty with respect to the possible effect of such valuations, and any change in such valuations in our consolidated financial statements.
Valuation Methods
With respect to investments for which market quotations are not readily available, we undertake a multi-step valuation process each quarter, as described below:
our quarterly valuation process begins with each portfolio company or investment being initially valued by certain of CIM’s investment professionals and certain members of its management team, with such valuation taking into account information received from various sources, including independent valuation firms, if applicable;
preliminary valuation conclusions are then documented and discussed with members of CIM’s management team;
designated members of CIM’s management team review the preliminary valuation, and, if applicable, deliver such preliminary valuation to an independent valuation firm for its review;
designated members of CIM’s management team and, if appropriate, the relevant investment professionals meet with the independent valuation firm to discuss the preliminary valuation;
designated members of CIM’s management team respond and supplement the preliminary valuation to reflect any comments provided by the independent valuation firm;
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our audit committee meets with members of CIM’s management team and the independent valuation firms to discuss the assistance provided and the results of the independent valuation firms' review; and
our board of directors discusses the valuation and determines the fair value of each investment in our portfolio in good faith based on various statistical and other factors, including the input and recommendation of CIM, the audit committee and any third-party valuation firm, if applicable.

In addition to the foregoing, certain investments for which a market price is not readily available are evaluated on a quarterly basis by an independent valuation firm and certain other investments are on a rotational basis reviewed by an independent valuation firm. Finally, certain investments are not evaluated by an independent valuation firm unless certain aspects of such investments in the aggregate meet certain criteria.

Given the expected types of investments, excluding short term investments and stock of publicly traded companies that are classified as Level 1, management expects our portfolio holdings to be classified as Level 3. Due to the uncertainty inherent in the valuation process, particularly for Level 3 investments, such fair value estimates may differ significantly from the values that would have been used had an active market for the investments existed. 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 we ultimately realize on these investments to materially differ from the valuations currently assigned. Inputs used in the valuation process are subject to variability in the future and can result in materially different fair values.
For an additional discussion of our investment valuation process, refer to Note 2 to our consolidated financial statements included in this report.
Related Party Transactions

For a discussion of our relationship with related parties including CION Securities, CIM, CIG, and AIA and amounts incurred under agreements with such related parties, refer to Note 4 to our consolidated financial statements included in this report.
Contractual Obligations

On August 26, 2016, 34th Street entered into the JPM Credit Facility with JPM, as amended and restated on September 30, 2016, July 11, 2017, November 28, 2017, May 23, 2018, May 15, 2020 and February 26, 2021. See Note 8 to our consolidated financial statements for a more detailed description of the JPM Credit Facility.
    
On May 19, 2017, Murray Hill Funding II entered into the UBS Facility with UBS, as amended on December 1, 2017, May 19, 2020, November 12, 2020 and December 17, 2020. See Note 8 to our consolidated financial statements for a more detailed description of the UBS Facility.

On February 11, 2021, we entered into the Note Purchase Agreement with purchasers of the 2026 Notes. See Note 8 to our consolidated financial statements for a more detailed description of the 2026 Notes.

On April 14, 2021, we entered into the More Term Loan with More. See Note 8 to our consolidated financial statements for a more detailed description of the More Term Loan.
Commitments and Contingencies and Off-Balance Sheet Arrangements
Commitments and Contingencies
We have entered into certain contracts with other parties that contain a variety of indemnifications. Our maximum exposure under these arrangements is unknown. However, we have not experienced claims or losses pursuant to these contracts and believe the risk of loss related to such indemnifications to be remote.
Our investment portfolio may contain debt investments that are in the form of lines of credit, delayed draw term loans, revolving credit facilities, or other unfunded commitments, which may require us to provide funding when requested in accordance with the terms of the underlying agreements. For further details on such debt investments, refer to Note 11 to our consolidated financial statements included in this report.
Off-Balance Sheet Arrangements
    
We currently have no off-balance sheet arrangements, except for those discussed in Note 11 to our consolidated financial statements included in this report.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are subject to financial market risks, including changes in interest rates. As of June 30, 2021, 87.5% 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 June 30, 2021, under the terms of the Third Amended JPM Credit Facility, advances 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 June 30, 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 (0.13% as of June 30, 2021)— — 
Up 50 basis points(1,875)(1.8)%
Up 100 basis points(2,224)(2.2)%
Up 200 basis points5,069 5.0 %
Up 300 basis points13,255 13.0 %
(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 6.6% of our investments paid fixed interest rates as of June 30, 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 as discussed in Note 2 to our consolidated financial statements included in this report.
Item 4. Controls and Procedures
Evaluation of disclosure controls and procedures 
In connection with the preparation of this Quarterly Report on Form 10-Q for the three months ended June 30, 2021, we carried out an evaluation, under the supervision and with the participation of our management, including our Co-Chief Executive Officers and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15(b) and Rule 15d-15(b) of the Securities Exchange Act of 1934, as amended. Based on the foregoing evaluation, the Co-Chief Executive Officers and the Chief Financial Officer concluded that our disclosure controls and procedures were effective.
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In designing and evaluating our disclosure controls and procedures, we recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.  Our disclosure controls and procedures have been designed to meet reasonable assurance standards. Disclosure controls and procedures cannot detect or prevent all error and fraud. Some inherent limitations in disclosure controls and procedures include costs of implementation, faulty decision-making, simple error and mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based, in part, upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all anticipated and unanticipated future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with established policies or procedures.
Evaluation of internal control over financial reporting
There have been no changes in our internal control over financial reporting during the three months ended June 30, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. From time to time, we may be party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies and other third parties. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that any such proceedings will have a material effect upon our financial condition or results of operations.
Item 1A. Risk Factors
There have been no material changes from the risk factors disclosed in “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2020.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
We did not engage in any unregistered sales of equity securities during the three months ended June 30, 2021.
The table below provides information concerning our repurchases of shares of our common stock during the three months ended June 30, 2021 pursuant to our share repurchase program.
PeriodTotal Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsMaximum Number of Shares That May Yet Be Purchased Under the Plans or Programs
April 1 to April 30, 2021— $— — — 
May 1 to May 31, 2021— — — — 
June 1 to June 30, 2021640,277 8.07 640,277 (1)
Total640,277 $8.07 640,277 (1)
(1)A description of the maximum number of shares of our common stock that may be repurchased is set forth in a detailed discussion of the terms of our share repurchase program in Note 3 to our unaudited consolidated financial statements contained in this Quarterly Report on Form 10-Q.

On July 30, 2021, our board of directors, including the independent directors, determined to suspend our share repurchase program commencing with the third quarter of 2021 in anticipation of the Listing. The share repurchase program will ultimately terminate upon the Listing. There can be no assurance that we will be able to complete the Listing in any certain timeframe or at all.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Not applicable.
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Item 6. Exhibits
Exhibit
Number
Description of Document
2.1
3.1
3.2
4.1
4.2
4.3
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10

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Exhibit
Number
Description of Document
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
10.21
10.22
10.23
10.24

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Exhibit
Number
Description of Document
10.25
10.26
10.27
10.28
10.29
10.30
10.31
10.32
10.33
31.1
31.2
31.3
32.1
32.2
32.3

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: August 12, 2021
CĪON Investment Corporation
(Registrant)
By: /s/ Michael A. Reisner
Michael A. Reisner
Co-Chief Executive Officer
(Principal Executive Officer)
By: /s/ Mark Gatto
Mark Gatto
Co-Chief Executive Officer
(Principal Executive Officer)
By: /s/ Keith S. Franz
Keith S. Franz
Chief Financial Officer
(Principal Financial and Accounting Officer)

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