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Joint Venture
9 Months Ended
Sep. 30, 2023
Equity Method Investments and Joint Ventures [Abstract]  
Joint Venture Joint Venture
CION/EagleTree Partners, LLC
On December 21, 2021, the Company formed CION/EagleTree, an off-balance sheet joint venture partnership with ET-BC Debt Opportunities, LP, or ET-BC, which is an affiliate of EagleTree Capital, LP, or EagleTree. EagleTree made a Firm-level investment with proprietary capital. CION/EagleTree jointly pursues debt and equity opportunities, as well as special situation, crossover, subordinated and other junior capital investments that leverages the Company's and EagleTree's combined sourcing and portfolio management capabilities.
The Company contributed a portfolio of second lien loans and equity investments and ET-BC contributed proprietary Firm-level cash in exchange for 85% and 15%, respectively, of the senior secured notes, participating preferred equity, and common share interests of CION/EagleTree. The Company and ET-BC are not required to make any additional capital contributions to CION/EagleTree. The Company’s equity investment in CION/EagleTree is not redeemable. All portfolio and other material decisions regarding CION/EagleTree must be submitted to its board of managers, which is comprised of four members, two of whom were selected by the Company and the other two were selected by ET-BC. Further, all portfolio and other material decisions require the affirmative vote of at least one board member from the Company and one board member from ET-BC.
The Company also serves as administrative agent to CION/EagleTree to provide servicing functions and other administrative services. In certain cases, these servicing functions and other administrative services may be performed by CIM.
On December 21, 2021, CION/EagleTree issued senior secured notes of $61,629 to the Company and $10,875 to ET-BC, or the CION/EagleTree Notes. The CION/EagleTree Notes bear interest at a fixed rate of 14.0% per year and are secured by a first priority security interest in all of the assets of CION/EagleTree. The obligations of CION/EagleTree under the CION/EagleTree Notes are non-recourse to the Company.
In accordance with ASU 2015-02, Consolidation, the Company determined that CION/EagleTree is not a variable interest entity, or VIE, as the Company is not the primary beneficiary and therefore does not consolidate CION/EagleTree. The Company's maximum exposure to losses from CION/EagleTree is limited to its investment in CION/EagleTree.
The following table sets forth the individual investments in CION/EagleTree's portfolio as of September 30, 2023:
Portfolio CompanyInterest(a)MaturityIndustryPrincipal/
Par Amount/
Units
Cost(b)Fair
Value
Senior Secured First Lien Debt
Berlitz Holdings, Inc.(e)
S+900, 1.00% SOFR Floor
2/14/2025Services: Business$1,200 $1,149 $1,182 
Community Tree Service, LLC(f)
S+1100, 1.00% SOFR Floor
6/17/2027Construction & Building459 459 458 
Total Senior Secured First Lien Debt1,608 1,640 
Senior Secured Second Lien Debt
Access CIG, LLC(f)
S+775, 0.00% SOFR Floor
2/27/2026Services: Business7,250 7,227 7,111 
MedPlast Holdings, Inc.(e)
S+775, 0.00% SOFR Floor
7/2/2026Healthcare & Pharmaceuticals6,750 6,239 6,632 
Total Senior Secured Second Lien Debt13,466 13,743 
Collateralized Securities and Structured Products - Equity
Ivy Hill Middle Market Credit Fund VIII, Ltd. Subordinated Loan(c)
11.84% Estimated Yield
2/2/2026Diversified Financials10,000 9,720 9,165 
Total Collateralized Securities and Structured Products - Equity9,720 9,165 
Equity
American Clinical Solutions LLC, Class A Membership Interests(d)Healthcare & Pharmaceuticals
6,030,384 Units
5,200 5,910 
Anthem Sports and Entertainment Inc., Class A Preferred Stock Warrants(d)Media: Diversified & Production
1,469 Units
486 1,482 
Anthem Sports and Entertainment Inc., Class B Preferred Stock Warrants(d)Media: Diversified & Production
255 Units
— 173 
Anthem Sports and Entertainment Inc., Common Stock Warrants(d)Media: Diversified & Production
4,746 Units
— — 
BCP Great Lakes II - Series A Holdings LP, Partnership Interests (4.2% ownership)
Diversified FinancialsN/A13,275 12,978 
Carestream Health Holdings, Inc., Common Stock(d)Healthcare & Pharmaceuticals
613,262 Units
21,759 20,943 
CHC Medical Partners, Inc., Series C Preferred Stock, 12% Dividend
Healthcare & Pharmaceuticals
2,727,273 Units
8,136 9,818 
CTS Ultimate Holdings LLC, Class A Preferred Units(d)Construction & Building
3,578,701 Units
1,000 823 
Dayton HoldCo, LLC, Membership Units(d)Construction & Building
37,264 Units
8,400 14,537 
HDNet Holdco LLC, Preferred Unit Call Option(d)Media: Diversified & Production
1 Unit
— 85 
HW Ultimate Holdings, LP, Class A Membership Units, 4% Dividend(g)
Capital Equipment
2,000,000 Units
2,082 — 
Language Education Holdings GP LLC, Common Units(d)Services: Business
133,333 Units
— — 
Language Education Holdings LP, Ordinary Common Units(d)Services: Business
133,333 Units
300 503 
Skillsoft Corp., Class A Common Stock(d)High Tech Industries
12,171 Units
2,000 216 
Spinal USA, Inc. / Precision Medical Inc., Warrants(d)Healthcare & Pharmaceuticals
20,667,324 Units
— — 
Total Equity62,638 67,468 
Short Term Investments
First American Treasury Obligations Fund, Class Z Shares498 498 
Total Short Term Investments498 498 
TOTAL INVESTMENTS$87,930 $92,514 
a.The actual SOFR rate for each loan listed may not be the applicable SOFR rate as of September 30, 2023, as the loan may have been priced or repriced based on a SOFR rate prior to or subsequent to September 30, 2023.
b.Represents amortized cost for debt securities and cost for equity investments.
c.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.
d.Non-income producing security.
e.The interest rate on these loans is subject to 1 month SOFR, which as of September 30, 2023 was 5.32%.
f.The interest rate on these loans is subject to 3 month SOFR, which as of September 30, 2023 was 5.40%.
g.Investment or a portion thereof was on non-accrual status as of September 30, 2023.
The following table sets forth the individual investments in CION/EagleTree's portfolio as of December 31, 2022:
Portfolio CompanyInterest(a)MaturityIndustryPrincipal/
Par Amount/
Units
Cost(b)Fair
Value
Senior Secured First Lien Debt
Berlitz Holdings, Inc.(g)
S+900, 1.00% SOFR Floor
2/14/2025Services: Business$1,200 $1,125 $1,146 
Community Tree Service, LLC(h)
S+850, 1.00% SOFR Floor
6/17/2027Construction & Building499 499 489 
Future Pak, LLC(e)
L+800, 2.00% LIBOR Floor
7/2/2024Healthcare & Pharmaceuticals1,395 1,382 1,372 
Total Senior Secured First Lien Debt3,006 3,007 
Senior Secured Second Lien Debt
Access CIG, LLC(f)
L+775, 0.00% LIBOR Floor
2/27/2026Services: Business7,250 7,220 6,933 
Dayton Superior Corp.(e)
L+700, 2.00% LIBOR Floor
12/4/2024Construction & Building1,010 1,010 1,007 
MedPlast Holdings, Inc.(e)
L+775, 0.00% LIBOR Floor
7/2/2026Healthcare & Pharmaceuticals6,750 6,135 6,337 
Zest Acquisition Corp.(e)
L+700, 1.00% LIBOR Floor
3/14/2026Healthcare & Pharmaceuticals15,000 14,820 14,175 
Total Senior Secured Second Lien Debt29,185 28,452 
Collateralized Securities and Structured Products - Equity
Ivy Hill Middle Market Credit Fund VIII, Ltd. Subordinated Loan(c)
11.84% Estimated Yield
2/2/2026Diversified Financials10,000 9,874 9,523 
Total Collateralized Securities and Structured Products - Equity9,874 9,523 
Equity
American Clinical Solutions LLC, Class A Membership Interests(d)Healthcare & Pharmaceuticals
6,030,384 Units
5,200 3,618 
Anthem Sports and Entertainment Inc., Class A Preferred Stock Warrants(d)Media: Diversified & Production
1,469 Units
486 1,881 
Anthem Sports and Entertainment Inc., Class B Preferred Stock Warrants(d)Media: Diversified & Production
255 Units
— 187 
Anthem Sports and Entertainment Inc., Common Stock Warrants(d)Media: Diversified & Production
4,746 Units
— 580 
BCP Great Lakes II - Series A Holdings LP, Partnership Interests (4.2% ownership)
Diversified FinancialsN/A11,436 11,058 
Carestream Health Holdings, Inc., Common Stock(d)Healthcare & Pharmaceuticals
613,262 Units
21,759 21,544 
CHC Medical Partners, Inc., Series C Preferred Stock, 12% Dividend
Healthcare & Pharmaceuticals
2,727,273 Units
7,891 8,877 
CTS Ultimate Holdings LLC, Class A Preferred Units(d)Construction & Building
3,578,701 Units
1,000 859 
Dayton HoldCo, LLC, Membership Units(d)Construction & Building
37,264 Units
8,400 15,334 
HDNet Holdco LLC, Preferred Unit Call Option(d)Media: Diversified & Production
1 Unit
— 185 
HW Ultimate Holdings, LP, Class A Membership Units, 4% Dividend
Capital Equipment
2,000,000 Units
2,082 130 
Language Education Holdings GP LLC, Common Units(d)Services: Business
133,333 Units
— — 
Language Education Holdings LP, Ordinary Common Units(d)Services: Business
133,333 Units
300 427 
Skillsoft Corp., Class A Common Stock(d)High Tech Industries
243,425 Units
2,000 316 
Spinal USA, Inc. / Precision Medical Inc., Warrants(d)Healthcare & Pharmaceuticals
20,667,324 Units
— — 
Total Equity60,554 64,996 
TOTAL INVESTMENTS$102,619 $105,978 
a.The actual LIBOR rate for each loan listed may not be the applicable LIBOR rate as of December 31, 2022, as the loan may have been priced or repriced based on a LIBOR rate prior to or subsequent to December 31, 2022. The actual SOFR rate for each loan listed may not be the applicable SOFR rate as of December 31, 2022, as the loan may have been priced or repriced based on a SOFR rate prior to or subsequent to December 31, 2022.
b.Represents amortized cost for debt securities and cost for equity investments.
c.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.
d.Non-income producing security.
e.The interest rate on these loans is subject to 1 month LIBOR, which as of December 31, 2022 was 4.39%.
f.The interest rate on these loans is subject to 3 month LIBOR, which as of December 31, 2022 was 4.77%.
g.The interest rate on these loans is subject to 1 month SOFR, which as of December 31, 2022 was 4.36%.
h.The interest rate on these loans is subject to 3 month SOFR, which as of December 31, 2022 was 4.59%.
The following table includes selected balance sheet information for CION/EagleTree as of September 30, 2023 and December 31, 2022:
Selected Balance Sheet Information:September 30, 2023December 31, 2022
Investments, at fair value (amortized cost of $87,930 and $102,619, respectively)
$92,514 $105,978 
Cash and other assets661 2,476 
Receivable for investments sold and repaid247 — 
Dividend receivable on investments360 225 
Interest receivable on investments286 301 
   Total assets$94,068 $108,980 
Senior secured notes (net of unamortized debt issuance costs of $76 and $94, respectively)
$64,426 $70,904 
Other liabilities181 1,881 
   Total liabilities64,607 72,785 
Members' capital29,461 36,195 
   Total liabilities and members' capital$94,068 $108,980 
The following table includes selected statement of operations information for CION/EagleTree for the three and nine months ended September 30, 2023 and 2022 and for the year ended December 31, 2022:
Three Months Ended
September 30,
Nine Months Ended
September 30,
Year Ended
December 31,
Selected Statement of Operations Information:20232022202320222022
Total investment income$1,777 $4,237 $4,840 $7,960 $9,653 
Total expenses2,541 2,860 7,799 8,382 11,120 
Net realized (loss) gain on investments(177)10,153 (1)10,153 9,947 
Net change in unrealized appreciation (depreciation) on investments780 (3,050)1,226 (3,203)(5,839)
Net (decrease) increase in net assets$(161)$8,480 $(1,734)$6,528 $2,641