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: March 17, 2014
(Date of earliest event reported)
Garrison Capital Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 814-00878 | 90-0900145 | ||
(State or other jurisdiction of incorporation)
| (Commission File Number)
| (IRS Employer Identification Number)
|
1290 Avenue of the Americas, Suite 914 New York, NY
| 10104 | |
| (Address of principal executive offices) | (Zip Code) |
212-372-9590
(Registrant’s telephone number, including area code)
Not Applicable
(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 4.01. Changes in Registrant’s Certifying Accountant
(a) Dismissal of independent registered public accounting firm
Effective March 17, 2014, the board of directors (the “Board”) of Garrison Capital Inc. (the “Company”) approved the engagement of McGladrey LLP (“McGladrey”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014. As a result, effective March 17, 2014, the Board dismissed Ernst & Young (“E&Y”) from service as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014. The Board’s decision to dismiss E&Y was recommended by the audit committee of the Board.
E&Y served as the Company’s independent registered public accounting firm for the fiscal years ended December 31, 2012 and 2013. The audit reports of E&Y on the Company’s financial statements as of and for the years ended December 31, 2012 and 2013 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
In connection with the audits of the Company’s consolidated financial statements for each of the fiscal years ended December 31, 2012 and 2013 and in the subsequent period through March 17, 2014, there were no disagreements with E&Y on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of E&Y would have caused it to make reference to the subject matter of the disagreements in connection with its audit report.
The Company requested that E&Y furnish the Company with a letter addressed to the U.S. Securities and Exchange Commission (“SEC”) stating whether it agrees with the above statements. A copy of E&Y’s letter dated March 20, 2014 is filed as an exhibit to this Form 8-K.
(b) Engagement of new independent registered public accounting firm
Effective March 17, 2014, upon the recommendation of the audit committee, the Board engaged McGladrey LLP (“McGladrey”) to serve as the Company’s independent registered accounting firm to audit the Company’s consolidated financial statements for the fiscal year ending December 31, 2014.
During the two most recent fiscal years and through March 17, 2014, the date of the engagement of McGladrey, neither the Company nor any person on its behalf has consulted with McGladrey with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements or (ii) any matter that was either the subject of a “disagreement” or a “reportable event” as such terms are described in Items 304(a)(1)(iv) or 304(a)(1)(v), respectively, of Regulation S-K promulgated under the Exchange Act.
Forward-Looking Statements
This Current Report on Form 8-K, including Exhibit 16.1 hereto, may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts included in this Current Report on Form 8-K are forward-looking statements and are not guarantees of future performance or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in filings with the SEC. The Company undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits
(a) Financial statements:
None
(b) Pro forma financial information:
None
(c) Shell company transactions:
None
(d) Exhibits
16.1 Letter of Ernst & Young LLP
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: March 20, 2014 | GARRISON CAPITAL INC. | |||||
| By: | /s/ Brian Chase | |||||
| Brian Chase Chief Financial Officer | ||||||
Exhibit Index
Exhibit | Description | |
| 16.1 | Letter of Ernst & Young LLP | |