CON Investment Corporation (NYSE:C) Files An 8-K Entry into a Material Definitive Agreement

CON Investment Corporation (NYSE:C) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01.

Entry Into a Material Definitive Agreement.

On May 19, 2017, CON Investment Corporation (CON), through two
newly-formed, wholly-owned, special-purpose financing
subsidiaries, entered into a financing arrangement with UBS AG,
London Branch (UBS), to which up to $125,000,000 will be made
available to CON to fund investments and for other general
corporate purposes.

to the financing arrangement, assets in CONs portfolio may be
contributed by it from time to time to Murray Hill Funding II,
LLC (Murray Hill Funding II) through Murray Hill Funding, LLC
(Murray Hill Funding), each a newly-formed, wholly-owned,
special-purpose financing subsidiary of CON, to a Contribution
Agreement, dated as of May 19, 2017, between CON, Murray Hill
Funding and Murray Hill Funding II (the CIC Contribution
Agreement). As of May 19, 2017, CON contributed assets to Murray
Hill Funding II to the CIC Contribution Agreement. The assets
held by Murray Hill Funding II will secure the obligations of
Murray Hill Funding II under Class A Notes (the Notes) to be
issued from time to time by Murray Hill Funding II to an
Indenture, dated as of May 19, 2017, with U.S. Bank National
Association (U.S. Bank), as trustee (the Indenture). to the
Indenture, the aggregate principal amount of Notes that may be
issued by Murray Hill Funding II from time to time is
$192,307,692. Murray Hill Funding will purchase the Notes to be
issued by Murray Hill Funding II from time to time at a purchase
price equal to their par value. to a Contribution Agreement,
dated as of May 19, 2017 (the MHF Contribution Agreement), among
Murray Hill Funding II, Murray Hill Funding, U.S. Bank and CION
Investment Management, LLC, CONs investment adviser (CIM), Murray
Hill Funding makes capital contributions to Murray Hill Funding
II to, among other things, maintain the value of the portfolio of
assets held by Murray Hill Funding II.

Principal on the Notes will be due and payable on the stated
maturity date of May 19, 2027. to the Indenture, Murray Hill
Funding II has made certain representations and warranties and is
required to comply with various covenants, reporting requirements
and other customary requirements for similar transactions. The
Indenture contains events of default customary for similar
transactions, including, without limitation: (a) the failure to
make principal payments on the Notes at their stated maturity or
any earlier redemption date or to make interest payments on the
Notes and such failure is not cured within three business days;
(b) the failure to disburse amounts in accordance with the
priority of payments and such failure is not cured within three
business days; and (c) the occurrence of certain bankruptcy and
insolvency events with respect to Murray Hill Funding II or
Murray Hill Funding.

Murray Hill Funding, in turn, has entered into a repurchase
transaction with UBS, to the terms of a Global Master Repurchase
Agreement and the related Annex and Master Confirmation thereto,
each dated as of May 19, 2017 (collectively, the UBS Facility).
to the UBS Facility, on May 19, 2017 UBS purchased, and on or
after June 19, 2017 UBS will purchase, Notes held by Murray Hill
Funding for an aggregate purchase price equal to 65% of the
principal amount of Notes purchased. Subject to certain
conditions, the maximum principal amount of Notes that may be
purchased under the UBS Facility is $192,307,692. Accordingly,
the aggregate maximum amount payable to Murray Hill Funding under
the UBS Facility will not exceed $125,000,000. Murray Hill
Funding will repurchase the Notes sold to UBS under the UBS
Facility by no later than May 19, 2020. The repurchase price paid
by Murray Hill Funding to UBS will be equal to the purchase price
paid by UBS for the repurchased Notes (giving effect to any
reductions resulting from voluntary partial prepayment(s)). If
the UBS Facility is accelerated prior to May 19, 2020 due to an
event of default or a mandatory or voluntary full payment by
Murray Hill Funding, then Murray Hill Funding must pay to UBS a
fee equal to the present value of the spread portion of the
financing fees that would have been payable to UBS from the date
of acceleration through May 19, 2020 had the acceleration not
occurred. The financing fee under the UBS Facility is equal to
the three-month London Interbank Offered Rate plus a spread of up
to 3.50% per year for the relevant period.

UBS may require Murray Hill Funding to post cash collateral if,
without limitation, the sum of the market value of the portfolio
of assets and the cash and eligible investments held by Murray
Hill Funding II, together with any posted cash collateral, is
less than the required margin amount under the UBS Facility;
provided, however, that Murray Hill Funding will not be required
to post cash collateral with UBS until such market value has
declined at least 10% from the initial market value of the
portfolio assets.

to the UBS Facility, Murray Hill Funding has made certain
representations and warranties and is required to comply with
various covenants, reporting requirements and other customary
requirements for similar transactions. The UBS Facility contains
events of default customary for similar financing transactions,
including, without limitation: (a) failure to transfer the Notes
to UBS on the applicable purchase date or repurchase the Notes
from UBS on the applicable repurchase date; (b) failure to pay
certain fees and make-whole amounts when due; (c) failure to post
cash collateral as required; (d) the occurrence of insolvency
events with respect to Murray Hill Funding; and (e) the admission
by Murray Hill Funding of its inability to, or its intention not
to, perform any of its obligations under the UBS Facility.

Murray Hill Funding paid an upfront fee and incurred certain
other customary costs and expenses in connection with obtaining
the UBS Facility.

In connection with the CIC Contribution Agreement, the MHF
Contribution Agreement, the Notes and the Indenture, Murray Hill
Funding II also entered into (i) a Collateral Management
Agreement with CIM, as collateral manager, dated as of May 19,
2017 (the Collateral Management Agreement), to which CIM will
manage the assets of Murray Hill Funding II; and (ii) a
Collateral Administration Agreement with U.S. Bank, as collateral
administrator, dated as of May 19, 2017 (the Administration
Agreement), to which U.S. Bank will perform certain
administrative services with respect to the assets of Murray Hill
Funding II.

The foregoing descriptions of the CIC Contribution Agreement, the
Indenture, the Notes, the MHF Contribution Agreement, the UBS
Facility, the Collateral Management Agreement and the
Administration Agreement, as set forth in this Item 1.01, are
summaries only and are each qualified in all respects by the
provisions of such agreements, copies of which are filed as
Exhibits 10.1 through 10.7 and are incorporated by reference
herein.

Item 2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

The information in Item 1.01 of this Current Report on Form8-K is
incorporated by reference into this Item 2.03.

Item 5.07. Submission of Matters to a Vote of Security
Holders.

CONheld its Annual Meeting of Shareholders (the Annual Meeting)
on May 25, 2017.As of April 3, 2017, the record date for the
determination of shareholders entitled to notice of, and to vote
at, the Annual Meeting,111,370,660shares of common stock were
eligible to be voted, and65,541,076 of those shares were voted in
person or by proxy at the Annual Meeting. Shareholders were asked
to consider and act upon:

Proposal No. 1 the election oftwo members of the board of
directors of CON to serve until the 2020 annual meeting of
shareholders or untiltheir successorsare duly elected and
qualified;
Proposal No. 2 the ratification of the selection of Ernst
Young LLP to serve as CONs independent registered public
accounting firm for the fiscal year ending December 31, 2017;
and
Proposal No. 3 the approval of the deletion of Article XIII
of CONs charter, which currently provides for the automatic
repeal of certain sections and articles of the charter upon a
listing of CONs shares.

Thedirector nominees listed in CONs 2017 proxy statement were
elected by CONs shareholders at the Annual Meeting.The votes for,
votes withheld and broker non-votes forthe director nominees are
set forth below:

Director Nominee Votes For Votes Withheld Broker Non-Votes
Robert A. Breakstone 41,730,459 2,083,652 21,726,965
Aron I. Schwartz 41,781,549 2,032,561 21,726,965

The proposal to ratify the selection of Ernst Young LLP to serve
as CONs independent registered public accounting firm for the
fiscal year ending December 31, 2017 was also approved by CONs
shareholders at the Annual Meeting.The votes for, votes against,
abstentions and broker non-votes are set forth below:

Votes For 63,429,637
Votes Against 560,613
Abstentions 1,550,826
Broker Non-Votes

The proposal to approve the deletion of Article XIII of CONs
charter, which currently provides for the automatic repeal of
certain sections and articles of the charter upon a listing of
CONs shares (the Proposed Charter Amendment), was not approved by
CONs shareholders at the Annual Meeting. The votes for, votes
against, abstentions and broker non-votes are set forth below:

Votes For 39,219,832
Votes Against 1,162,081
Abstentions 3,432,197
Broker Non-Votes 21,726,965

As disclosed in CONs 2017 proxy statement, CONs authorization to
continue to offer and sell shares in the State of Washington as
of January 25, 2017 was conditioned upon CONs undertaking to seek
shareholder approval of the Proposed Charter Amendment. Although
the Proposed Charter Amendment was not approved by CONs
shareholders at the Annual Meeting, the State of Washington has
confirmed that CON has met all of its obligations and can
continue to offer and sell shares to residents of the State of
Washington. As a result, CON determined not to adjourn the Annual
Meeting to undertake a further solicitation of proxies solely
with respect to the Proposed Charter Amendment.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
EXHIBIT NUMBER DESCRIPTION
10.1 Contribution Agreement, dated as of May 19, 2017, by and
among CON Investment Corporation, Murray Hill Funding, LLC
and Murray Hill Funding II, LLC.
10.2 Indenture, dated as of May 19, 2017, by and between Murray
Hill Funding II, LLC and U.S. Bank National Association.
10.3 Murray Hill Funding II, LLC Class A Notes Due 2027.

10.4

Contribution Agreement, dated as of May 19, 2017, by and
among UBS AG, London Branch, Murray Hill Funding II, LLC,
U.S. Bank National Association, Murray Hill Funding, LLC and
CION Investment Management, LLC.
10.5 October 2000 Version Global Master Repurchase Agreement, by
and between UBS AG and Murray Hill Funding, LLC, together
with the related Annex and Master Confirmation thereto, each
dated as of May 19, 2017.
10.6 Collateral Management Agreement, dated as of May 19, 2017, by
and between CION Investment Management, LLC and Murray Hill
Funding II, LLC.
10.7 Collateral Administration Agreement, dated as of May 19,
2017, by and among Murray Hill Funding II, LLC, CION
Investment Management, LLC and U.S. Bank National
Association.


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