8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

____________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 18, 2013 (September 13, 2013)

CĪON Investment Corporation

 (Exact Name of Registrant as Specified in Charter)

Maryland	000-54755	45-3058280
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3 Park Avenue, 36th Floor

New York, New York 10016

(Address of Principal Executive Offices)

____________________

(212) 418-4700

(Registrant’s telephone number, including area code)

 (Former name or former address, if changed since last report)

____________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

 On September 13, 2013, the board of directors of CĪONInvestment Corporation (“CĪON”) declared two regular semi-monthly cash distributions of $0.030100 per share each.  Both distributions will be paid on October 1, 2013, the first to shareholders of record on September 15, 2013 and the second to shareholders of record on September 30, 2013.

A copy of the press release announcing the foregoing is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 3.03. Material Modification to Rights of Security Holders.

On September 13, 2013, CĪON amended and restated its distribution reinvestment plan (the “Original DRIP”, and as amended and restated, the “Amended DRIP”).  The Amended DRIP will be effective as of, and will first apply to the reinvestment of cash distributions paid on, October 1, 2013.

Under the Original DRIP, cash distributions to participating shareholders are reinvested in additional shares of common stock of CĪON (“Shares”) at a purchase price equal to 95% of the price at which Shares are sold in CĪON’s public offering on the date of purchase (each, a “DRIP Purchase Date”).

Under the Amended DRIP, cash distributions to participating shareholders will be reinvested in additional Shares at a purchase price equal to 90% of the price at which Shares are sold in CĪON’s public offering on a DRIP Purchase Date.  No other material terms of the Original DRIP have been amended in connection with the Amended DRIP.

The foregoing summary of the Amended DRIP is qualified in its entirety by the full text of the Amended DRIP, a copy of which is attached hereto as Exhibit 4.1 and incorporated herein by reference.

In addition, a copy of the press release announcing the foregoing is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT NUMBER	DESCRIPTION
4.1	Amended and Restated Distribution Reinvestment Plan of CĪON Investment Corporation
99.1	Press release dated September 18, 2013

 SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		CĪON Investment Corporation
Date:	September 18, 2013	By: /s/ Michael A. Reisner
		Co-President and Co-Chief Executive Officer

EXHIBIT LIST

EXHIBIT NUMBER	DESCRIPTION
4.1	Amended and Restated Distribution Reinvestment Plan of CĪON Investment Corporation
99.1	Press release dated September 18, 2013

EX-4.1

Exhibit 4.1

AMENDED AND RESTATED DISTRIBUTION REINVESTMENT PLAN

OF

CĪON INVESTMENT CORPORATION

CĪON Investment Corporation, a Maryland corporation (the “Corporation”), hereby adopts the following amended and restated distribution reinvestment plan (the “Plan”), effective October 1, 2013, with respect to distributions declared by its board of directors (the “Board”) on shares of the Corporation’s common stock, $0.001 par value (“Common Stock”). The Plan amends and restates in its entirety the Corporation’s distribution reinvestment plan previously in effect:

1.   Each stockholder of record may enroll in the Plan by providing the Reinvestment Agent (as defined below) with written notice, except that a stockholder may only participate in the Plan, and sales to a stockholder under the Plan may only occur, if the Corporation maintains its registration in the stockholder’s state of residence. To enroll in the Plan, such stockholder shall notify the Corporation’s reinvestment agent, transfer agent and registrar (collectively the “Reinvestment Agent”), in writing so that such notice is received by the Reinvestment Agent no later than the record date fixed by the Board for the distribution involved. If a stockholder elects to enroll in the Plan, all distributions thereafter declared by the Board shall be payable in shares of Common Stock as provided herein, and no action shall be required on such stockholder’s part to receive a distribution in Common Stock. If a stockholder wishes to receive its distributions in cash, no action is required.

2.   Subject to the Board’s discretion and applicable legal restrictions, the Corporation intends to authorize and declare distributions on a monthly basis and pay such distributions on either a monthly or a quarterly basis or on such other date or dates as may be fixed from time to time by the Board to stockholders of record at the close of business on the record date for the distribution involved. The Corporation intends to pay distributions on a monthly or a quarterly basis beginning no later than the first calendar quarter after the month in which the minimum offering requirement is met in connection with the Offering (defined below).

3.   The Corporation shall use newly-issued shares of its Common Stock to implement the Plan. Shares issued pursuant to the Plan will be issued on the same date that the Corporation holds the first closing of the month (“First Monthly Closing”) for the sale of shares of Common Stock in connection with the Corporation’s continuous offering (“Offering”) pursuant to its registration statement on Form N-2 (file no. 333-178646). The number of newly-issued shares of Common Stock to be issued to a stockholder shall be determined by dividing the total dollar amount of the distribution payable to such stockholder by a price equal to 90% of the price that the shares are sold in the Offering on such closing date. There will be no selling commissions, dealer manager fees or other sales charges on shares of Common Stock issued to a stockholder. The Corporation shall pay the Reinvestment Agent’s fees under the Plan.

4.   The Reinvestment Agent will set up an account for shares of Common Stock acquired pursuant to the Plan for each stockholder who has elected to enroll in the Plan (each a “Participant”). The Reinvestment Agent may hold each Participant’s shares of Common Stock, together with the shares of Common Stock of other Participants, in non-certificated form in the Reinvestment Agent’s name or that of its nominee.

5.   The Reinvestment Agent will confirm to each Participant each acquisition made pursuant to the Plan as soon as practicable, but not later than ten (10) business days after the date thereof. Distributions on fractional shares of Common Stock will be credited to each Participant’s account. In the event of termination of a Participant’s account under the Plan, the Reinvestment Agent will adjust for any such undivided fractional interest in cash at the market value of the Common Stock at the time of termination, based on the closing price of the shares of Common Stock on the closing date immediately following such termination.

6.   The shares of Common Stock issued pursuant to the Plan will have the same voting rights as the shares of Common Stock issued pursuant to the Corporation’s public offering. The Reinvestment Agent will forward to each Participant any Corporation-related proxy solicitation materials and each Corporation report or other communication to stockholders, and will vote any shares of Common Stock held by it under the Plan in accordance with the instructions set forth on proxies returned by Participants to the Corporation.

7.   In the event that the Corporation makes available to its stockholders rights to purchase additional shares of Common Stock or other securities, the shares of Common Stock held by the Reinvestment Agent for each Participant under the Plan will be used in calculating the number of rights to be issued to the Participant. Transaction processing may either be curtailed or suspended until completion of any stock dividend, stock split or corporate action.

8.   The Reinvestment Agent’s service fee, if any, and expenses for administering the Plan will be paid for by the Corporation.

9.   Each Participant may terminate his, her or its account under the Plan by so notifying the Reinvestment Agent via the Corporation’s website at www.cioninvestment.com, or by sending the request form to the Reinvestment Agent at DST Systems, Inc, 1055 Broadway, 7th Floor, Kansas City, Missouri 64105. Such termination will be effective immediately if the Participant’s notice is received by the Reinvestment Agent at least two (2) business days prior to any distribution record date; otherwise, such termination will be effective only with respect to any subsequent distribution.

10.   The Corporation may terminate the Plan at any time upon written notice to each Participant at least thirty (30) days prior to any record date for the payment of any distributions by the Corporation. Upon any termination, the Reinvestment Agent will credit the Participant’s account for the full shares of Common Stock held for the Participant under the Plan and a cash adjustment for any fractional shares of Common Stock to be delivered to the Participant without charge to the Participant. If a Participant elects by his, her or its written notice to the Reinvestment Agent in advance of termination to have the Reinvestment Agent sell part or all of his, her or its shares of Common Stock and remit the proceeds to the Participant, the Reinvestment Agent is authorized to deduct a $15 transaction fee plus a $0.10 per share brokerage commission from the proceeds.

11.   In addition, the Corporation may amend or supplement the Plan at any time but, except when necessary or appropriate to comply with applicable law or the rules or policies of the Securities and Exchange Commission or any other regulatory authority, only by sending to each Participant appropriate notice at least ten (10) days prior to the effective date thereof. Such notice may be sent electronically to each Participant. The amendment or supplement shall be deemed to be accepted by each Participant unless, prior to the effective date thereof, the Reinvestment Agent receives written notice of the termination of his, her or its account under the Plan. Any such amendment may include changes to the timing and payment of the monthly distribution, an appointment by the Reinvestment Agent in its place and stead of a successor agent under these terms and conditions, with full power and authority to perform all or any of the acts to be performed by the Reinvestment Agent under these terms and conditions, or any other amendments that may be deemed appropriate. Upon any such appointment of any agent for the purpose of receiving dividends and distributions, the Corporation will be authorized to pay to such successor agent, for each Participant’s account, all dividends and distributions payable on shares of Common Stock of the Corporation held in the Participant’s name or under the Plan for retention or application by such successor agent as provided in these terms and conditions.

12.   The Reinvestment Agent will at all times act in good faith and use its best efforts within reasonable limits to ensure its full and timely performance of all services to be performed by it under this Plan and to comply with applicable law, but assumes no responsibility and shall not be liable for loss or damage due to errors, unless such error is caused by the Reinvestment Agent’s negligence, bad faith, or willful misconduct or that of its employees or agents.

13.   These terms and conditions shall be governed by the laws of the State of Maryland.

EX-99.1

Exhibit 99.1

 

CĪON INVESTMENT CORPORATION AMENDS DISTRIBUTION REINVESTMENT PLAN TO BENEFIT INVESTORS AND DECLARES CASH DISTRIBUTIONS

FOR IMMEDIATE RELEASE

----------------------------

NEW YORK, NY (September 18, 2013)  - On September 13, 2013, the board of directors (the “Board”) of CĪON Investment Corporation, an ICON Investments company (“CĪON”), amended its distribution reinvestment plan and declared two regular semi-monthly cash distributions of $0.030100 per share each, which will be paid in October.

Amendment to Distribution Reinvestment Plan

Pursuant to the amended distribution reinvestment plan, which will be effective as of October 1, 2013, shareholders electing to participate in the amended plan will have their distributions reinvested in additional shares of common stock of CĪON at a purchase price equal to 90% of the public offering price in effect on the date of purchase.  Currently under the plan, shares are purchased at 95% of CĪON’s public offering price in effect on the date of purchase.

Cash Distributions

Both of the regular semi-monthly cash distributions of $0.030100 per share (an annualized rate of 7.00% based on CĪON’s current $10.32 per share public offering price) will be paid on October 1, 2013, the first to shareholders of record on September 15, 2013 and the second to shareholders of record on September 30, 2013.

Certain Information About Distributions

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, although a portion of CĪON's distributions to shareholders may be deemed to constitute a return of capital for tax purposes. CĪON has not established limits on the amount of funds it may use from available sources to make distributions. For a significant time after the commencement of its offering, a substantial portion of CĪON’s 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. 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.

About CĪON Investment Corporation

CĪON is a middle-market loan fund that is structured as a publicly registered, unlisted business development company.  CĪON offers individual investors the opportunity to invest primarily in the senior-secured debt of private U.S. middle market companies.  CĪON leverages the experience of its adviser – CĪON Investment Management, LLC, an ICON Investments company – and its sub-adviser – Apollo Investment Management, L.P., a subsidiary of Apollo Global Management, LLC – to meet its investment objective of generating current income and, to a lesser extent, long-term capital appreciation for its investors.  For more information, please visit www.cioninvestmentcorp.com.

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About ICON

ICON Investments (“ICON”)  provides innovative alternative investment solutions to individual and institutional investors through publicly-registered programs, private funds, and separately managed accounts.  As part of its business strategy, ICON has a growing suite of integrated alternative solutions for the intermediary channel, which currently includes: ICON ECI Fund Sixteen, ICON Oil & Gas Fund and CĪON.  ICON and its affiliates have managed investments for more than 58,000 investors and made more than $4.5 billion in total investments. ICON distributes its current sponsored offerings through its affiliated dealer manager, ICON Securities, LLC.  For more information, please visit www.iconinvestments.com.

About Apollo

Apollo Global Management, LLC together with its subsidiaries (“Apollo”) is a leading global alternative investment manager with offices in New York, Houston, Los Angeles, London, Frankfurt, Luxembourg, Singapore, Mumbai and Hong Kong. Apollo had assets under management of approximately $113 billion as of June 30, 2013, in private equity, credit and real estate funds invested across a core group of nine industries where Apollo has considerable knowledge and resources. For more information about Apollo, please visit www.agm.com.

Forward Looking Statements

The information in this press release contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are identified by words such as “may,” “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” and variations of these words and similar expressions, including references to assumptions and forecasts of future results. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements.  CĪON undertakes no obligation to update any forward-looking statements contained herein to conform the statements to actual results or changes in its expectations.

Other Information

The information in this press release is summary information only and should be read in conjunction with CĪON’s Current Report on Form 8-K and Prospectus Supplement No. 5 on Form 497, each of which CĪON filed with the Securities and Exchange Commission (“SEC”) on September 18, 2013, as well as CĪON’s other reports filed with the SEC. A copy of CĪON’s Current Report on Form 8-K, Prospectus Supplement No. 5 on Form 497 and CĪON’s other reports filed with the SEC can be found on CĪON’s website at www.cioninvestmentcorp.com and the SEC’s website at www.sec.gov.

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