497 1 body.htm PROSPECTUS SUPPLEMENT NO. 10 body.htm
 

Filed pursuant to Rule 497
File No. 333-178646
 
 
CĪON INVESTMENT CORPORATION
 
Supplement No. 10 dated October 6, 2015
 
To
 
Prospectus dated April 23, 2015
 
    This supplement contains information that amends, supplements or modifies certain information contained in the accompanying prospectus of CĪON Investment Corporation dated April 23, 2015, as previously supplemented and amended (as so supplemented and amended, the “Prospectus”). This supplement is part of, and should be read in conjunction with, the Prospectus. The Prospectus has been filed with the U.S. Securities and Exchange Commission, and is available free of charge at www.sec.gov or by calling (877) 822-4276. Capitalized terms used in this supplement have the same meanings as in the Prospectus, unless otherwise stated herein.
 
    Before investing in shares of our common stock, you should read carefully the Prospectus and this supplement and consider carefully our investment objective, risks, charges and expenses. You should also carefully consider the “Risk Factors” beginning on page 30 of the Prospectus before you decide to invest in our common stock.
 
DECREASE IN PUBLIC OFFERING PRICE
   
    On October 6, 2015, we decreased our public offering price from $10.45 per share to $10.20 per share. This decrease in the public offering price will become effective on our October 7, 2015 weekly closing and will be first applied to subscriptions received from September 30, 2015 through October 6, 2015. In accordance with our previously disclosed share pricing policy, certain of our directors determined that a reduction in the public offering price per share was warranted following a decline in our net asset value per share to an amount more than 2.5% below our then-current net offering price.
 
DISTRIBUTIONS
 
    Although we decreased our public offering price on October 6, 2015 from $10.45 per share to $10.20 per share, we will maintain the amount of weekly cash distributions payable to shareholders of $0.014067 per share resulting in an annual distribution rate of 7.2% (based on the $10.20 per share public offering price).
 
    The determination of the tax attributes of our distributions is made annually as of the end of our fiscal year based upon our 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. We intend to update shareholders quarterly with an estimated percentage of our 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 our 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.
 
    We may fund our cash distributions to shareholders from any sources of funds available to us, 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 us 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; however, distributions have not included a return of capital as of the date hereof.  We have not established limits on the amount of funds we may use from available sources to make distributions. Through December 31, 2014, a portion of our distributions resulted, and future distributions may result, from expense reimbursements from IIG, which are subject to repayment by us within three years. The purpose of this arrangement is to avoid such distributions being characterized as returns of capital. Shareholders should understand that any such distributions are not based on our investment performance, and can only be sustained if we achieve positive investment performance in future periods and/or IIG continues to make such expense reimbursements. Shareholders should also understand that our future repayments will reduce the distributions that they would otherwise receive.  There can be no assurance that we 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 us in future periods.
 
This supplement amends the indicated section of the Prospectus as follows:
 
PROSPECTUS SUMMARY
 
The first paragraph in the section entitled “Prospectus Summary — Recent Developments — Total Return Swap” on page 17 of the Prospectus is hereby amended by adding as the fifth sentence thereof the following:
 
           On October 2, 2015, Flatiron and Citibank further amended the TRS to, among other things, extend the termination or call date from December 17, 2015 to March 17, 2016 and to provide that the floating rate index specified for each loan included in the TRS will not be less than zero.

The first sentence of the fourth paragraph in the section entitled “Prospectus Summary — Recent Developments —Total Return Swap” on page 18 of the Prospectus is hereby replaced in its entirety with the following:
 
 
    Citibank may terminate the TRS on or after March 17, 2016, or the call date.
 

 
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