As filed with the Securities and Exchange Commission on November 17, 2017 |
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549 |
SCHEDULE TO
(Rule 14d-100)
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Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
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CĪON INVESTMENT CORPORATION
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(Name of Subject Company (Issuer))
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CĪON INVESTMENT CORPORATION
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(Names of Filing Persons (Offeror and Issuer))
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Common Stock, Par Value $0.001 per share
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(Title of Class of Securities)
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17259U 105
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(CUSIP Number of Class of Securities)
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Michael A. Reisner
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Co-Chief Executive Officer
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CĪON Investment Corporation
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3 Park Avenue, 36th Floor
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New York, NY 10016
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(212) 418-4700
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(Name, address and telephone number of person authorized to receive
notices and communications on behalf of filing persons)
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Copies to:
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Richard Horowitz, Esq.
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Matthew Kerfoot, Esq. |
Dechert LLP
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1095 Avenue of the Americas
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New York, NY 10036
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Tel: (212) 698-3500
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Fax: (212) 698-3599 |
TRANSACTION VALUATION | AMOUNT OF FILING FEE | |
$36,290,871.94 | $4,518.21* |
*
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The Filing Fee is calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, and equals $124.50 for each $1,000,000 of the value of the transaction.
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¨
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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¨
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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¨
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Third-party tender offer subject to Rule 14d-1.
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þ
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Issuer tender offer subject to Rule 13e-4.
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¨
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Going-private transaction subject to Rule 13e-3.
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¨
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Amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨ |
Item 1.
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Summary Term Sheet.
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Item 2.
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Subject Company Information.
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Item 3.
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Identity and Background of Filing Person.
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Item 4.
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Terms of the Transaction.
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Item 5.
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Past Contacts, Transactions, Negotiations and Agreements.
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Item 6.
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Purposes of the Transaction and Plans or Proposals.
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Item 7.
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Source and Amount of Funds or Other Consideration.
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Item 8.
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Interest in Securities of the Subject Company.
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Item 9.
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Persons/Assets, Retained, Employed, Compensated or Used.
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Item 10.
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Financial Statements.
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Item 11.
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Additional Information.
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Item 12.
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Exhibits.
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EXHIBIT
NUMBER
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DESCRIPTION
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99(a)(1)(A)
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Offer to Purchase, dated November 17, 2017.
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99(a)(1)(B)
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Form of Letter of Transmittal.
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99(a)(1)(C)
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Letter to Shareholders, dated November 17, 2017.
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Item 13.
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Information Required by Schedule 13E-3.
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CĪON Investment Corporation
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By: |
/s/ Michael A. Reisner
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Name: |
Michael A. Reisner
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Title: |
Co-Chief Executive Officer
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•
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We are offering to purchase up to 3,973,163.12 Shares (which number represents 3.75% of the weighted average number of Shares outstanding for the calendar year ended December 31, 2016). The Offer is for cash at a price equal to the estimated net asset value per Share determined as of January 3, 2018 (the "Purchase Price"), upon the terms and subject to the conditions set forth in this Offer to Purchase and the related Letter of Transmittal. As an example of the calculation of the Purchase Price, the estimated net asset value per Share on November 15, 2017, the date of the Company's most recent closing, was $9.13. The Purchase Price for Shares in this Offer may be higher or lower than this amount. See Section 1 below.
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•
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The Offer is designed to provide a measure of liquidity to holders of Shares, for which there is otherwise no current public market. We intend to make quarterly repurchase offers for our Shares prior to the occurrence of a liquidity event, if any. See Section 2 below.
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•
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The Offer will expire at 5:00 P.M., Eastern Time, on December 29, 2017, unless extended. The Company may extend the period of time the Offer will be open by issuing a press release or making some other public announcement by no later than 9:00 A.M., Eastern Time, on the next business day after the Offer otherwise would have expired. See Section 14 below.
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•
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On November 15, 2017, the date of our most recent closing, the estimated net asset value per Share was $9.13.
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•
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Yes. You must tender at least 25% of the Shares you purchased in the Company’s continuous offering. If you choose to tender only a portion of your Shares, you generally must maintain a minimum balance of $5,000 worth of Shares following the tender of Shares for repurchase. If the amount of repurchase requests exceeds the number of Shares we seek to repurchase, we will repurchase Shares on a pro rata basis. See Section 1 and Section 3 below for a more complete description of the conditions to the Offer.
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•
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If your Shares are registered in your name, you should obtain the Offer, which consists of the Offer to Purchase, the related Letter of Transmittal and any amendments or supplements thereto, read the materials, and if you should decide to tender, complete a Letter of Transmittal and submit any other documents required by the Letter of Transmittal. These materials must be received by the Company at the address listed on page 8 of this Offer to Purchase, in proper form, before 5:00 P.M., Eastern Time, on December 29, 2017 (unless the Offer is extended by the Company, in which case the new deadline will be as stated in the public announcement of the extension). If your Shares are held by a broker, dealer, commercial bank, trust company or other nominee (i.e., in “street name”), you should contact that firm to obtain the package of information necessary to make your decision, and you can only tender your Shares by directing that firm to complete, compile and deliver the necessary documents for submission to the Company by 5:00 P.M., Eastern Time, on December 29, 2017 (or if the Offer is extended, the expiration date as extended). See Section 4 below.
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•
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There is no cost charged by the Company in connection with this Offer. Your broker, dealer, commercial bank, trust company or other nominee may charge you fees according to its individual policies.
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•
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Yes, you may withdraw your Shares at any time prior to the expiration of the Offer (including any extension period) by requesting a Notice of Withdrawal from the Company and submitting it to the Company at the address listed on page 8 of this Offer to Purchase. In addition, you may withdraw your tendered Shares any time beginning on
January 18, 2018 (which is 40 business days after the commencement of the Offer) if they have not been accepted for payment by that date. See Section 5 below.
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•
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A Notice of Withdrawal of tendered Shares must be timely received by the Company, which specifies the name of the shareholder who tendered the Shares, the number of Shares being withdrawn and other information. A Notice of Withdrawal is available upon request by contacting the Company at (800) 343-3736. See Section 5 below.
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•
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No.
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•
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No. However, we are limiting the aggregate number of Shares to be repurchased from all shareholders to 3,973,163.12 Shares (which number represents 3.75% of the weighted average number of Shares outstanding for the calendar year ended December 31, 2016). In addition, a shareholder who tenders some but not all of his or her Shares for repurchase generally will be required to maintain a minimum balance of $5,000 worth of Shares following a tender of Shares for repurchase. See Section 1 below.
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•
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The Company will purchase duly tendered Shares from tendering shareholders pursuant to the terms and conditions of the Offer on a pro rata basis in accordance with the number of Shares tendered by each shareholder (and not timely withdrawn). See Section 1 below.
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•
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Your percentage ownership interest in the Company will increase after completion of the Offer. See Section 10 below.
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•
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Yes. See Section 7 below.
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•
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Payment for properly tendered Shares (not timely withdrawn) will be made promptly following expiration of the Offer. See Section 6 below.
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•
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For most shareholders, yes. We anticipate that U.S. Shareholders (as defined in Section 4), other than those who are tax-exempt, who sell Shares in the Offer will recognize gain or loss for U.S. federal income tax purposes equal to the difference between the cash they receive for the Shares sold and their adjusted basis in the Shares. The sale date for tax purposes will be the date the Company accepts Shares for purchase. See Section 13 below for details, including the possibility of other tax treatment. Section 13 also discusses the treatment of Non-U.S. Shareholders (as defined in Section 4). Shareholders are urged to consult their own tax advisor to determine the particular tax consequences to him or her of the Offer.
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•
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Under most circumstances, yes. There are certain circumstances, however, in which the Company will not be required to purchase any Shares tendered, as described in Section 3 below.
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•
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In addition to those circumstances described in Section 3 in which the Company is not required to accept tendered Shares, the Company has reserved the right to reject any and all tenders determined by it not to be in appropriate form, subject to the rights of tendering shareholders to challenge the Company’s determination in a court of competent jurisdiction. For example, tenders will be rejected if the tender does not include original signature(s) or the original of any required signature guarantee(s).
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•
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Properly tendered Shares will be accepted for payment by the Company promptly following expiration of the Offer. See Section 6 below.
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•
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None.
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•
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No. None of the Company, the Board or CIM is making any recommendation to tender or not to tender Shares in the Offer. Based upon information provided or available to us, none of our directors, officers or affiliates intends to tender Shares pursuant to the Offer. The Offer does not, however, restrict the purchase of Shares pursuant to the Offer from any such person. See Section 9 below.
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•
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Questions and requests for assistance or requests for additional copies of the Offer to Purchase, the Letter of Transmittal and all other Offer documents should be directed to the Company at its website (http://www.cioninvestments.com/investor-resources/electronic-delivery-materials/) or at (800) 343-3736. If you do not own Shares directly, you should obtain this information and the documents from your broker, dealer, commercial bank, trust company or other nominee, as appropriate. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.
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The properly completed Letter of Transmittal should be sent to the Company at the following address: |
For delivery by regular mail:
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For delivery by registered, certified or express mail, by
overnight courier or by personal delivery:
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CĪON Investment Corporation
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CĪON Investment Corporation
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c/o DST Systems, Inc.
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c/o DST Systems, Inc.
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P.O. Box 219476
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430 West 7th Street
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Kansas City, MO 64121-9476
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Kansas City, MO 64105
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•
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the effect of such repurchases on our qualification as a regulated investment company (“RIC”) (including the consequences of any necessary asset sales);
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•
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the liquidity of our assets (including fees and costs associated with disposing of assets);
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•
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our investment plans and working capital requirements;
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•
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the relative economies of scale with respect to our size;
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•
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our history in repurchasing Shares or portions thereof; and
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•
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the condition of the securities markets.
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For delivery by regular mail:
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For delivery by registered, certified or express mail, by
overnight courier or by personal delivery:
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CĪON Investment Corporation
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CĪON Investment Corporation
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c/o DST Systems, Inc.
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c/o DST Systems, Inc.
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P.O. Box 219476
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430 West 7th Street
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Kansas City, MO 64121-9476
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Kansas City, MO 64105
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•
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each of our directors and each executive officer; and
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•
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all of our directors and executive officers as a group.
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Name
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Number of Shares
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Percentage(1)
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Directors and Executive Officers:(2)
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Interested Directors
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Mark Gatto(3)
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55,611.1
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*
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Michael A. Reisner(3)
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55,611.1
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*
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Joseph Glatt | None | None | ||
Independent Directors
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Robert A. Breakstone
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None
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None
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Peter I. Finlay
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None
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None
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Aron I. Schwartz
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None
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None
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Earl V. Hedin(4)
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7,701.75
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*
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Executive Officers
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Gregg A. Bresner
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None
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None
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Keith S. Franz |
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None
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None
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Stephen Roman
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None
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None
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All directors and executive officers as a group (10 persons)(2)
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118,923.95
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*
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•
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our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as filed with the SEC on March 16, 2017;
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•
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our Quarterly Report on Form 10-Q for the three months ended March 31, 2017, as filed with the SEC on May 15, 2017;
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•
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our Quarterly Report on Form 10-Q for the three months ended June 30, 2017, as filed with the SEC on August 11, 2017; | ||
• | our Quarterly Report on Form 10-Q for the three months ended September 30, 2017, as filed with the SEC on November 14, 2017; and |
•
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our Issuer Tender Offer Statement on Schedule TO, as filed with the SEC on November 17, 2017. |
•
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our future operating results;
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•
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our business prospects and the prospects of our portfolio companies;
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•
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the impact of the investments that we expect to make;
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•
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the ability of our portfolio companies to achieve their objectives;
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•
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our current and expected financings and investments;
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•
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the adequacy of our cash resources, financing sources and working capital;
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•
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the use of borrowed money to finance a portion of our investments;
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•
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the timing of cash flows, if any, from the operations of our portfolio companies;
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•
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our contractual arrangements and relationships with third parties;
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•
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the actual and potential conflicts of interest with CIM and Apollo and their respective affiliates;
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•
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the ability of CIM and AIM to locate suitable investments for us and the ability of CIM to monitor and administer our investments;
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•
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the ability of CIM and AIM and their respective affiliates to attract and retain highly talented professionals;
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•
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the dependence of our future success on the general economy and its impact on the industries in which we invest;
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•
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the effects of a changing interest rate environment;
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•
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our ability to source favorable private investments;
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•
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our tax status;
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•
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the effect of changes to tax legislation and our tax position;
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the tax status of the companies in which we invest; and
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•
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the timing and amount of distributions and dividends from the companies in which we invest.
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changes in the economy;
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risks associated with possible disruption in our operations or the economy generally due to terrorism or natural disasters; and
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future changes in laws or regulations and conditions in our operating areas.
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November 17, 2017 | CĪON INVESTMENT CORPORATION |
LETTER OF TRANSMITTAL
PURSUANT TO THE OFFER TO PURCHASE DATED NOVEMBER 17, 2017
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For delivery by regular mail:
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For delivery by registered, certified or express
mail, by overnight courier or by personal
delivery:
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CĪON Investment Corporation
c/o DST Systems, Inc.
P.O. Box 219476
Kansas City, MO 64121-9476
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CĪON Investment Corporation
c/o DST Systems, Inc.
430 West 7th Street
Kansas City, MO 64105
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LETTER OF TRANSMITTAL (continued)
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LETTER OF TRANSMITTAL (continued)
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A. | SHAREHOLDER(S) INFORMATION |
Name | Name | ||||
Address | Address | ||||
(street) | (street) | ||||
(city/state) | (zip) | (city/state) | (zip) | ||
Social Security or Tax ID No. | Social Security or Tax ID No. | ||||
Telephone No. | Telephone No. | ||||
CĪON Investment Corporation Account No. (if known) |
Name of Registered Holder | ||
(e.g., custodian if shares are registered in the name of a custodian)
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Address | |||||
(street) | (city/state) |
(zip)
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Tax ID No.
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Telephone No.
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B. |
NUMBER OF SHARES BEING TENDERED (select one option)
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¨
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All Shares owned as of the Expiration Date
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¨
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Other number of Shares: |
C. |
REMITTANCE INFORMATION (select one option, if applicable)
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¨
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Remit payment in the name of the holder(s) to the address of the holder(s) or custodian of record, as applicable, on record with the Company.
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¨
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Remit payment in the name of the holder(s) directly to the bank account of the holder(s) or custodian of record, as applicable, on record with the Company. If no such bank account information is on record with the Company, payment will be remitted in the name of the holder(s) to the address of the holder(s) or custodian of record, as applicable, on record with the Company.
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Remit payment to, and in the name of, the following third party (signature guarantee required):
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Name |
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Address |
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(street) | (city/state) |
(zip)
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¨
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Remit payment in the name of the following account holder and to the following bank account (signature guarantee required):
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Bank Name | |||
Bank Routing No. | |||
Bank Account No. | |||
Bank Account Holder Name | |||
Bank Account Holder Social Security or Tax ID No. |
D. |
COST BASIS INFORMATION (information required for tax reporting purposes)
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¨
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First-In, First-Out (FIFO)
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¨
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Specific Share Identification
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NUMBER OF SHARES
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DATE OF PURCHASE
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¨
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Other |
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E. |
SIGNATURE (all registered holders must sign)
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The Signatory authorizes and instructs the Company to make a cash payment (payable by check or wire transfer) of the Purchase Price for Shares accepted for purchase by the Company, without interest thereon and less any applicable withholding taxes, to which the Signatory is entitled in accordance with the instructions in Section C "Remittance Information" above. By executing this Letter of Transmittal, the Signatory hereby delivers to the Company in connection with the Offer to Purchase the number of Shares indicated in Section B "Number of Shares Being Tendered" above.
If Shares are registered in the name of a custodian, the custodian of the Shares must execute this Letter of Transmittal, and the beneficial owner of the Shares hereby authorizes and directs the custodian of the Shares to execute this Letter of Transmittal.
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Beneficial Holder Signature:
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Signature – Beneficial Holder
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Signature – Beneficial Holder
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Print Name of Beneficial Holder
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Print Name of Beneficial Holder
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Title of Signatory if Acting in a Representative Capacity
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Title of Signatory if Acting in a Representative Capacity
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Date
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Registered Holder Signature (if different than above; print name exactly as it appears on the subscription agreement or as indicated on the stock ledger maintained by the Company):
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Signature – Registered Holder
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Signature Guarantee:*
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Signature Guarantee:*
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The undersigned hereby guarantees the signature of the registered holder, or if no registered holder is provided, the beneficial owner which appears above on this Letter of Transmittal.
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The undersigned hereby guarantees the signature of the registered holder, or if no registered holder is provided, the beneficial owner which appears above on this Letter of Transmittal.
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Institution Issuing Guarantee:
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Institution Issuing Guarantee:
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Authorized Signature
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Authorized Signature
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INSTRUCTIONS TO LETTER OF TRANSMITTAL
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INSTRUCTIONS TO LETTER OF TRANSMITTAL (continued)
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INSTRUCTIONS TO LETTER OF TRANSMITTAL (continued)
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Form W-9
(Rev. November 2017)
Department of the Treasury
Internal Revenue Service
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Request for Taxpayer
Identification Number and Certification
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Give Form to the
requester. Do not
send to the IRS.
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Print or type
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See Specific Instructions on page 2.
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1. Name (as shown on your income tax return). Name is required on this line; do not leave this line blank.
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2. Business name/disregarded entity name, if different from above
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3. Check appropriate box for federal tax classification; check only one of the following seven boxes:
o Individual/sole proprietor or o C Corporation o S Corporation o Partnership o Trust/estate
single member LLC
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4. Exemptions (codes apply only to certain entities not individuals; see instructions on page 3):
Exempt payee code (if any) ____
Exemption from FATCA reporting code (if any) ________
(Applies to accounts maintained outside the U.S.)
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o Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) ▶ ____
Note: Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single-member LLC that is disregarded from the owner should check the appropriate box for the tax classification of its owner.
o Other (see instructions) ▶
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5. Address (number, street, and apt. or suite no.)
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Requester’s name and address (optional)
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6. City, state, and ZIP code
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7. List account number(s) here (optional)
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Part I
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Taxpayer Identification Number (TIN)
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Enter your TIN in the appropriate box. The TIN provided must match the name given on line
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Social security number
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1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a
resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other
entities, it is your employer identification number (EIN). If you do not have a number, see How to get a
TIN on page 3.
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–
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–
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Note. If the account is in more than one name, see the instructions for line 1 and the chart on page 4 for guidelines on whose
number to enter.
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Employer identification number
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–
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Part II
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Certification
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Sign
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Signature of
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Here
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U.S. person ▶
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Date ▶
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General Instructions
Section references are to the Internal Revenue Code unless otherwise noted.
Future developments. Information about developments affecting Form W-9 (such as legislation enacted after we release it) is at www.irs.gov/fw9.
Purpose of Form
An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following:
● Form 1099-INT (interest earned or paid)
● Form 1099-DIV (dividends, including those from stocks or mutual funds)
● Form 1099-MISC (various types of income, prizes, awards, or gross proceeds)
● Form 1099-B (stock or mutual fund sales and certain other transactions by brokers)
● Form 1099-S (proceeds from real estate transactions)
● Form 1099-K (merchant card and third party network transactions)
● Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition)
● Form 1099-C (canceled debt)
● Form 1099-A (acquisition or abandonment of secured property)
Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN.
If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding? on page 2.
By signing the filled-out form, you:
1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),
2. Certify that you are not subject to backup withholding, or
3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners’ share of effectively connected income, and
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4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCA reporting? on page 2 for further information.
Note. If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9.
Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:
• An individual who is a U.S. citizen or U.S. resident alien;
• A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States;
• An estate (other than a foreign estate); or
• A domestic trust (as defined in Regulations section 301.7701-7).
Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners’ share of effectively connected taxable income from such business. Further, in certain cases where a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnership income.
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Cat. No. 10231X
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Form W-9 (Rev. 12-2014)
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Form W-9 (Rev. 11-2017)
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Page 2
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In the cases below, the following person must give Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States:
• In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the entity;
• In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the trust; and
• In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.
Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person, do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).
Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.
If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items:
1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.
2. The treaty article addressing the income.
3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.
4. The type and amount of income that qualifies for the exemption from tax.
5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.
Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.
If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233.
Backup Withholding
What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 28% of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.
You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.
Payments you receive will be subject to backup withholding if:
1. You do not furnish your TIN to the requester,
2. You do not certify your TIN when required (see the Part II instructions on page 3 for details),
3. The IRS tells the requester that you furnished an incorrect TIN,
4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or
5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).
Certain payees and payments are exempt from backup withholding. See Exempt payee code on page 3 and the separate Instructions for the Requester of Form W-9 for more information.
Also see Special rules for partnerships above.
What is FATCA reporting? The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all United States account holders that are specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code on page 3 and the Instructions for the Requester of Form W-9 for more information.
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Updating Your Information
You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account, for example, if the grantor of a grantor trust dies.
Penalties
Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.
Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.
Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.
Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.
Specific Instructions
Line 1
You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return.
If this Form W-9 is for a joint account (other than an account maintained by a foreign financial institution (FFI)), list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9. If you are providing Form W-9 to an FFI to document a joint account, each holder of the account that is a U.S. person must provide a Form W-9.
a. Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name shown on your social security card, and your new last name.
Note. ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 1a. This should also be the same as the name you entered on the Form 1040/1040A/1040EZ you filed with your application.
b. Sole Proprietor or single-member LLC. Enter your individual name as shown on your 1040/1040A/1040EZ on line 1. You may enter your business, trade, or "doing business as"(DBA) name on line 2.
c. Partnership, LLC that is not a single-member LLC, C Corporation, or S Corporation. Enter the entity's name as shown on the entity's tax return on line 1 and any business, trade, or DBA name on line 2.
d. Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on line 2.
e. Disregarded entity. For U.S. federal tax purposes, an entity that is disregarded as an entity separate from its owner is treated as a “disregarded entity.” See Regulations section 301.7701-2(c)(2)(iii). Enter the owner's name on the line 1. The name of the entity entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner's name is required to be provided on the line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity's name on line 2, “Business name/disregarded entity name.” If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN.
Line 2
If you have a business name, trade name, DBA name, or disregarded entity name, you may enter it on Line 2.
Line 3
Check the appropriate box in line 3 for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box in line 3.
If the entity/person on line 1 is a(n)... THEN check the box for...
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IF the entity/person on Line 1 is a(n)... | THEN check the box for... | ||
● Corporation | Corporation | ||
● Individual
● Sole propietorship, or
● Single-member limited liability company (LLC) owned by an individual and disregarded for U.S. federal tax purposes.
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Individual/sole proprietor or single-member LLC | ||
● LLC treated as a partnership for U.S. federal tax purposes,
● LLC that has filed Form 8832 or 2553 to be taxed as a corporation or
● LLC that is disregarded as an entity separate from its owner but the owner is another LLC that is not disregarded for U.S. federal tax purposes.
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Limited liability company and enter the appropriate tax classification. (P= Partnership; C= C corporation; or S= S corporation) | ||
● Partnership | Partnership | ||
● Trust/estate | Trust/estate | ||
Line 4, Exemptions
If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space in line 4 any code(s) that may apply to you.
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Form W-9 (Rev. 11-2017)
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Page 3
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Exempt payee code.
●Generally, individuals (including sole proprietors) are not exempt from backup withholding.
● Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends.
● Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions.
● Corporations are not exempt from backup withholding with respect to attorney's fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC.
The following codes identify payees that are exempt from backup withholding.
Enter the appropriate code in the space in line 4.
1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2)
2—The United States or any of its agencies or instrumentalities
3—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities
4—A foreign government or any of its political subdivisions, agencies, or instrumentalities
5—A corporation
6—A dealer in securities or commodities required to register in the United States, the District of Columbia, a U.S. commonwealth or possession
7—A futures commission merchant registered with the Commodity Futures Trading Commission
8—A real estate investment trust
9—An entity registered at all times during the tax year under the Investment Company Act of 1940
10—A common trust fund operated by a bank under section 584(a)
11—A financial institution
12—A middleman known in the investment community as a nominee or custodian
13—A trust exempt from tax under section 664 or described in section 4947
The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13.
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G—A real estate investment trust
H—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940
I—A common trust fund as defined in section 584(a)
J—A bank as defined in section 581
K—A broker
L—A trust exempt from tax under section 664 or described in section 4947(a)(1)
M—A tax exempt trust under a section 403(b) plan or section 457(g) plan
Note. You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be completed.
Line 5
Enter your address (number, street, and apartment or suite number). This is where the requester of this Form W-9 will mail your information returns. If this address differs from the one the requester already has on file, write NEW at the top. If a new address is provided, there is still a chance the old address will be used until the payor changes your address in their records.
Line 6
Enter your city, state, and ZIP code.
Part I. Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.
If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN.
If you are a single-member LLC that is disregarded as an entity separate from its owner (see Limited Liability Company (LLC) on this page), enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN.
Note. See What Name and Number To Give the Requester, later, for further clarification of name and TIN combinations.
How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local SSA office or get this form online at www.ssa.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W-7 and SS-4 from the IRS by visiting IRS.gov or by calling 1-800- TAX-FORM (1-800-829-3676).
If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.
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IF the payment is for . . .
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THEN the payment is exempt for . . .
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Interest and dividend payments
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All exempt payees except for 7
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Note. Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon.
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Broker transactions
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Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012. | ||
Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8.
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Barter exchange transactions and patronage dividends
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Exempt payees 1 through 4
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Part II. Certification | |
Payments over $600 required to be reported and direct sales over $5,0001
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Generally, exempt payees
1 through 52
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To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if items 1, 4, or 5 below indicate otherwise.
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Payments made in settlement of payment card or third party network transactions
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Exempt payees 1 through 4
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For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on line 1 must sign. Exempt payees, see Exempt payee code earlier.
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1 See Form 1099-MISC, Miscellaneous Income, and its instructions.
2However, the following payments made to a corporation and reportable on Form1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys' fees, gross proceeds paid to an attorney reportable under section 6045(f), and payments for services paid by a federal executive agency.
Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A requester may indicate that a code is not required by providing you with a Form W-9 with "Not Applicable" (or any similar indication) written or printed on the line for a FATCA exemption code.
A—An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37)
B—The United States or any of its agencies or instrumentalities
C—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities
D—A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472-1(c)(1)(i)
E—A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472-1(c)(1)(i)
F—A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state
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Signature requirements. Complete the certification as indicated in items 1 through 5 below.
1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification.
2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.
3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.
4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).
5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.
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Form W-9 (Rev. 11-2017)
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Page 4
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What Name and Number To Give the Requester
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Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.
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For this type of account:
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Give name and SSN of:
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1. Individual
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The individual
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Secure Your Tax Records from Identity Theft
Identity theft occurs when someone uses your personal information such as your name SSN, or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund.
To reduce your risk:
• Protect your SSN,
• Ensure your employer is protecting your SSN, and
• Be careful when choosing a tax preparer.
If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter.
If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity
or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039.
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2. Two or more individuals (joint account) other than an account maintained by an FFI
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The actual owner of the account or, if combined funds, the first individual on the account 1
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3. Two or more individuals (joint account maintained by an FFI)
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Each holder of the account | ||
4. Custodian account of a minor (Uniform Gift to Minors Act)
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The minor 2
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5. a. The usual revocable savings trust (grantor is also trustee)
b. So-called trust account that is not a legal or valid trust under state law
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The grantor-trustee 1
The actual owner 1
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6. Sole proprietorship or disregarded entity owned by an individual
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The owner 3
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7. Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulation section 1.671-4(b)(2)(i)(A))
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The grantor*
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For this type of account:
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Give name and EIN of:
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For more information, see Pub. 5027, Identity Theft Prevention for Taxpayers.
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8. Disregarded entity not owned by an individual
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The owner
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Victims of identity theft who are experiencing economic harm or a system problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at1-877-777-4778 or TTY/TDD 1-800-829-4059.
Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.
The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts.
If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration (TIGTA) at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at: spam@uce.gov or contact them at www.ftc.gov/idtheft or 1-877- IDTHEFT (1-877-438-4338).
Visit IRS.gov to learn more about identity theft and how to reduce your risk.
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9. A valid trust, estate, or pension trust
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Legal entity 4
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10. Corporation or LLC electing corporate status on Form 8832 or Form 2553
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The corporation
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11. Association, club, religious, charitable, educational, or other tax-exempt organization
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The organization
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12. Partnership or multi-member LLC
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The partnership
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13. A broker or registered nominee
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The broker or nominee
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14. Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments
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The public entity
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15. Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulation section 1.671-4(b)(2)(i)(B))
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The trust
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1 List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.
2 Circle the minor’s name and furnish the minor’s SSN.
3 You must show your individual name and you may also enter your business or DBA name on the “Business name/disregarded entity” name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.
4 List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships on page 2.
*Note. Grantor also must provide a Form W-9 to trustee of trust.
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Website
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http://www.cioninvestments.com/investor-resources/electronic-delivery-materials/
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Toll-Free Number
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(800) 343-3736
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US Mail
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For delivery by regular mail:
CĪON Investment Corporation
c/o DST Systems, Inc.
P.O. Box 219476
Kansas City, MO 64121-9476
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For delivery by registered, certified
or express mail, by overnight courier
or by personal delivery:
CĪON Investment Corporation
c/o DST Systems, Inc.
430 West 7th Street
Kansas City, MO 6410
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This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares. The Offer (as defined herein) is made solely by the Offer to Purchase, dated November 17, 2017, and the related Letter of Transmittal, and any amendments or supplements thereto. The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of shares of common stock in any jurisdiction in which the making or acceptance or offers to sell shares would not be in compliance with the laws of that jurisdiction.
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