CION INVESTMENT CORP: Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (Form 8-K)

Item 1.01. Conclusion of a significant definitive agreement.

On April 27, 2022CĪON investment company (“CION”) has entered into an unsecured term loan facility agreement (the “Term Loan Agreement”) with More Provident Funds and Pension Ltd. (“More”), as lender, which provides an unsecured term loan to CION in an aggregate principal amount of $50,000,000 (the “more term loan”). On April 27, 2022CION withdrew $50,000,000 loans under the More Term Loan. After fees and other financing charges, CION received net borrowings of approximately $49,000,000that CION intends to use for working capital and other general corporate purposes.

Advances under the More Term Loan bear interest at a floating rate equal to the three-month guaranteed overnight financing rate (“SOFR”) plus a credit spread of 3.50% per annum and subject to a SOFR floor of 1.0%, payable quarterly in arrears. Advances under the More Term Loan mature on April 27, 2027. CION shall have the right, at its option, to prepay all or part of the then unpaid advances with a prepayment charge equal to the greater of (i) zero, or (ii) the present present value of all payments of remaining interest that would have been paid by CION up to the due date in respect of the principal amount of such advance which is to be prepaid or becomes due and payable under 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 on which interest on advances is payable, equal to the three-month SOFR plus 2.00 %.

The advances under the longer-term loan are general unsecured obligations of CION which rank pari passu with all existing and future unsecured unsubordinated debt issued by CION, junior to any secured debt of CION (including unsecured debt that CION subsequently secures) to the extent of the value of the assets securing such debts, and are structurally less than all existing and future debts (including trade payables) incurred by certain subsidiaries, financing vehicles or similar facilities of CION.

The Term Loan Agreement contains other terms and conditions, including, but not limited to, positive and negative clauses such as (i) disclosure of information, (ii) continuation of CION status in as a business development company within the meaning of the Investment Companies Act 1940, as amended, (iii) minimum equity of 60% of the net asset value of CION at the end of the financial year December 31, 2021 plus 50% of the net cash proceeds from the sale of certain interests by CION after April 27, 2022, if applicable, (iv) a minimum Asset Coverage Ratio of at least 150%, and (v) an Unencumbered Asset Coverage Ratio of 1.25 to 1.00, provided that (a) the senior secured loans and cash represent more than 65% of the total value of unencumbered assets used by CION for the purposes of the ratio and (b) equity interests or structured products represent in aggregate less than 15% of the total value of assets unencumbered used by CION for ratio purposes. In addition, the Term Loan Agreement contains customary events of default with customary notice and remedy periods, including, without limitation, non-payment, misrepresentation in any material respect, breach commitment, cross-default under other indebtedness or derivative securities of CION in an outstanding aggregate principal amount of at least $25,000,000certain judgments and orders, and certain bankruptcy cases.

The foregoing description of the Term Loan Agreement as set forth in this Section 1.01 is a summary only and is qualified in all respects by the terms of such Agreement, a copy of which is attached hereto as Appendix 10.1 and is incorporated by reference herein.

Section 2.03. Creation of a direct financial obligation or an obligation under an off-balance sheet arrangement of a registrant.

The information in Section 1.01 of this Current Report on Form 8-K is incorporated by reference into this Section 2.03.

Item 9.01. Financial statements and supporting documents.

  (d) Exhibits.

     10.1     Unsecured Term Loan Facility Agreement, dated as of April 27, 2022, by
            and between CĪON Investment Corporation and More Provident Funds
            and Pension Ltd.
     99.1     Press Release dated April 27, 2022.

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