Offering Price*: $10.45 | Current Distribution Rate**: 7.00%
A Middle Market-Focused Business Development Company
CĪON Investment Corporation (“CĪON”) is a non-traded business development company, or BDC, that primarily invests in the senior secured debt of U.S. middle market companies, which we define as companies with annual EBITDA of $50 million or less. CĪON's investment objective is to generate current income and, to a lesser extent, capital appreciation for its investors.
* The public offering price is subject to a sales load of up to 10.0% (which consists of selling commissions of up to 7.0% and dealer manager fees of up to 3.0%) and offering costs up to 1.5% of the actual gross proceeds raised from this offering. The offering price is also subject to adjustment as provided in the offering prospectus and pursuant to the terms of the offering. The offering price will be adjusted, if necessary, to ensure shares are not sold at a price per share, after deduction of selling commissions and dealer manager fees, that is below net asset value. Past performance is not a guarantee of future results. Please see the current prospectus, as amended and supplemented, for more information. The offering price will be listed on the current prospectus, as amended and supplemented.
** Current distribution rate is expressed as a percentage equal to the projected annualized distribution amount (which is calculated by annualizing the current regular semi-monthly cash distribution per share without compounding), divided by the relevant public offering price per share. The current distribution rate shown may be rounded.
The determination of the tax attributes of CĪON’s distributions is made annually as of the end of CĪON’s fiscal year based upon its taxable income and distributions paid, in each case, for the full year. Therefore, a determination as to the tax attributes of the distributions made on a quarterly basis may not be representative of the actual tax attributes for a full year. CĪON intends to update shareholders quarterly with an estimated percentage of its distributions that resulted from taxable ordinary income. The actual tax characteristics of distributions to shareholders will be reported to shareholders annually on a Form 1099-DIV. The payment of future distributions on CĪON’s common stock is subject to the discretion of the Board and applicable legal restrictions, and therefore, there can be no assurance as to the amount or timing of any such future distributions.
CĪON may fund its cash distributions to shareholders from any sources of funds available to it, including offering proceeds, 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 reimbursements from ICON Investment Group, LLC (“IIG”), which are subject to recoupment. To date, distributions have not been paid from offering proceeds or borrowings. To date, if expense reimbursements from IIG were not supported, some or all of the distributions may have been a return of capital for tax purposes; however, distributions have not included a return of capital for tax purposes as of the date hereof. CĪON has not established limits on the amount of funds it may use from available sources to make distributions. A substantial portion of CĪON’s distributions have resulted, and future distributions may result, from expense reimbursements from IIG, which are subject to repayment by CĪON within three years. The purpose of this arrangement is to avoid such distributions being characterized as returns of capital for tax purposes. Shareholders should understand that any such distributions are not based on CĪON’s investment performance, and can only be sustained if CĪON achieves positive investment performance in future periods and/or IIG continues to make such expense reimbursements. Shareholders should also understand that CĪON’s future repayments will reduce the distributions that they would otherwise receive. There can be no assurance that CĪON will achieve such performance in order to sustain these distributions, or be able to pay distributions at all. IIG has no obligation to provide expense reimbursements to CĪON in future periods.
The sources of CĪON's distributions may vary frequently. Please refer to CĪON's current and future annual quarterly reports filed with the SEC for the sources of its distributions, by amount and percentage.
This is neither an offer to sell nor a solicitation of an offer to buy the securities described herein. Such an offering is made only by means of a prospectus. All sales and advertising literature must be read in conjunction with the prospectus in order to fully understand all of the implications and risks of the offering of securities to which the prospectus relates. A copy of the prospectus must be made available to you in connection with any offering. Neither the Securities and Exchange Commission, the Attorney General of the State of New York, nor any other state securities commission has approved or disapproved of these securities or determined if the prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
CĪON Securities, LLC, member FINRA/SIPC, serves as the distributor for CĪON Investment Corporation. Our office is located at 3 Park Avenue, 36th Floor, New York, NY 10016.