CION Investment Corp美股招股说明书(2026-02-04版)

We are an externally managed, non-diversified, closed-end management investment company that has electedto be regulated as a business development company, or BDC, under the Investment Company Act of 1940, asamended, or the 1940 Act. We are managed by CION Investment Management, LLC, or CIM, a registered investmentadviser. Pursuant to an investment advisory agreement with us, CIM oversees the management of our activities and isresponsible for making investment decisions for our investment portfolio. We have also entered into an administrationagreement with CIM to provide us with administrative services necessary for us to operate. We elected to be treated forU.S. federal income tax purposes as a regulated investment company, or RIC, as defined under Subchapter M of theInternal Revenue Code of 1986, as amended, or the Code. Our investment objective is to generate current income and, to a lesser extent, capital appreciation for ourinvestors. We seek to meet our investment objective by investing primarily in senior secured debt, including first lienloans, second lien loans and unitranche loans, and, to a lesser extent, collateralized securities, structured products andother similar securities, unsecured debt, including corporate bonds and long-term subordinated loans, referred to asmezzanine loans, and equity, of private and thinly traded U.S. middle-market companies. Substantially all the debtsecurities in which we invest are below investment grade debt securities and are often referred to as “high yield” or“junk” securities. Exposure to below investment grade securities involves certain risks, and those securities are viewedas having predominately speculative characteristics with respect to the issuer’s capacity to pay interest and repayprincipal. We are offering for sale $125,000,000 in aggregate principal amount of 7.50% notes due 2031, which werefer to as the “Notes”. The Notes will mature on March 31, 2031. We will pay interest on the Notes on March 30, June30, September 30 and December 30 of each year, beginning on March 30, 2026. The Notes will be redeemable inwhole or in part at any time or from time to time on and after March 31, 2028, at a redemption price of equal to 100%of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to, but excluding, the date fixed for redemption. See “Description of OurNotes — Redemption and Repayment” in this prospectus supplement. The Notes will be issued in minimumdenominations of $25 and integral multiples of $25 in excess thereof. The Notes will be our direct unsecured obligations and rank equally in right of payment with our otheroutstanding and future unsecured, unsubordinated indebtedness, including our 7.50% senior unsecured notes due in2029, our 7.70% senior unsecured notes due in 2029, our 7.41% senior unsecured notes due in 2027, both tranches ofour floating rate senior unsecured notes due in 2027, our floating rate Series A Unsecured Notes due in 2026, andamounts outstanding under our two floating rate unsecured term loans with Israeli institutional investors. Because theNotes will not be secured by any of our assets, they will be effectively subordinated to any future secured indebtednessof CĪON Investment Corporation (or any indebtedness that is initially unsecured as to which we subsequently grant asecurity interest) to the extent of the value of the assets securing such indebtedness. The Notes will be structurallysubordinated to any existing and future indebtedness of any of our subsidiaries, financing vehicles, or similar entities,including amounts outstanding under our senior secured credit facility with JPMorgan Chase Bank, NationalAssociation and our senior secured credit facility with UBS AG, since the Notes will be obligations exclusively ofCĪON Investment Corporation and not of any of our subsidiaries. The Notes will be senior in right of payment to ourcommon stock and any series of our preferred stock we may issue in the future. None of our subsidiaries is a guarantorof the Notes and the Notes will not be required to be guaranteed by any subsidiary we may acquire or create in thefuture. We intend to list the Noteson The New York Stock Exchange (“NYSE”) and we expect trading in theNoteson the NYSE to begin within 30days of the original issue date. The Notesare expected to trade “flat,” whichmeans that purchasers will not pay, and sellers will not receive, any accrued and unpaid interest on the Notesthat is notreflected in the trading price. Currently, there is no public market for the Notes. Investing in our securities involves a high degree of risk. Before investing in any of the Notes, youshould review carefully the risks and uncertainties described in the sections titled “Risk Factors” beginning onpageS-11 of this prospectus supplement, on page14 of the accompanying prospectus, in our most recently filedAnnual Report on Form10-K, in any s