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: November 21, 2013
(Date of earliest event reported)
PennantPark Floating Rate Capital Ltd.
(Exact name of registrant as specified in its charter)
| Maryland | 814-00891 | 27-3794690 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
| 590 Madison Avenue, 15th Floor, New York, NY |
10022 | |
| (Address of principal executive offices) | (Zip Code) |
212-905-1000
(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
On November 21, 2013, the board of directors (the “Board”) of PennantPark Floating Rate Capital Ltd. (the “Company”) (NASDAQ:PFLT) dismissed KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm. The Board’s decision to dismiss KPMG was recommended by the audit committee of the Board.
KPMG served as the Company’s independent registered public accounting firm for the fiscal years ended September 30, 2012 and 2013. The audit reports of KPMG on the Company’s financial statements as of and for the years ended September 30, 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.
During the fiscal years ended September 30, 2012 and 2013 and through November 21, 2013, there were no disagreements with KPMG 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 KPMG would have caused it to make reference to the subject matter of the disagreements in connection with its audit report, nor were there any “reportable events” as such term is described in Item 304(a)(1)(v) of Regulation S-K, promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The Company requested that KPMG reviews the disclosures contained herein and asked KPMG to furnish the Company with a letter addressed to the U.S. Securities and Exchange Commission containing any new information, clarification of the Company’s expression of KPMG’s views, or the respects in which KPMG does not agree with the statements contained herein. A copy of KPMG’s letter dated November 25, 2013 is filed as an exhibit to this Form 8-K.
(b) Engagement of new independent registered public accounting firm
On November 21, 2013, 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 September 30, 2014.
During the two most recent fiscal years and through November 21, 2013, 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 Securities and Exchange Commission. PennantPark Floating Rate Capital Ltd. 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 KPMG 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.
| PENNANTPARK FLOATING RATE CAPITAL LTD. | ||||||
| Dated: November 25, 2013 | By: | /s/ Aviv Efrat | ||||
| Aviv Efrat | ||||||
| Chief Financial Officer & Treasurer | ||||||
Exhibit Index
| Exhibit No. |
Description | |
| 16.1 | Letter of KPMG LLP | |
Exhibit 16.1
[KPMG LLP Letterhead]
November 25, 2013
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Ladies and Gentlemen:
We were previously principal accountants for PennantPark Floating Rate Capital Ltd. (the “Company”) and, under the date of November 14, 2013, we reported on the consolidated financial statements of the Company as of and for the years ended September 30, 2013 and 2012, and the effectiveness of internal control over financial reporting as of September 30, 2013. On November 21, 2013, we were dismissed. We have read the Company’s statements included under Item 4.01 of Form 8-K dated November 25, 2013, and we agree with such statements, except that we are not in a position to agree or disagree with the Company’s statements made under paragraph (b) of Item 4.01.
/s/ KPMG LLP