UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): January 27, 2010
Kohlberg Capital
Corporation
(Exact
name of registrant as specified in its charter)
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Delaware
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814-00735
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20-5951150
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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295
MADISON AVENUE
NEW YORK,
NY
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10017
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (212) 455-8300
________________________________________________________________________________
(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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
4.01. Changes in Registrant’s Certifying Accountant.
(b) On
January 27, 2010, Kohlberg Capital Corporation (the "Company") engaged Grant
Thornton LLP ("Grant Thornton") as its independent registered public accounting
firm.
Except as
described below, during the Company's two most recent fiscal years and in the
subsequent period through the Company's engagement of Grant Thornton on January
27, 2010 neither the Company nor anyone acting on the Company's behalf consulted
Grant Thornton regarding any of the matters or events described in Items
304(a)(2)(i) or (ii) of Regulation S-K.
Prior to
engaging Grant Thornton, the audit committee and management of the Company met
with representatives of Grant Thornton to discuss the engagement of Grant
Thornton as the Company's independent registered public
accountants. During these meetings, the audit committee discussed
with representatives of Grant Thornton fair value accounting and reporting,
including general discussions regarding Accounting Standards Codification 820,
formerly Statement of Financial Accounting Standards No. 157-Fair Value
Measurements (“SFAS 157"), which had been the subject of disagreements between
the Company and its former accountant. In order to assess Grant
Thornton's experience and expertise regarding fair value accounting and
reporting generally, the audit committee discussed specific aspects of SFAS 157
with Grant Thornton. In response to specific questions from the audit
committee, representatives of Grant Thornton expressed the following views: (1)
in the case of Level 3 (illiquid assets), it was likely to be the case that
market quotations or a few trades would not be weighted heavily since no active
market exists for these assets and such trades may reflect a distressed trade
and, similarly, market quotations and trades as of a date after the valuation
date in question may reflect only the market that existed as of that subsequent
date; (2) in general, the credit quality of an asset should be taken into
consideration when determining the fair value of such asset, (3) depending on
the circumstances necessitating an amendment or repricing, loan amendments or
repricings may not be viewed as reflecting a market transaction for purposes of
SFAS 157, such as in the event that the amendment or repricing was completed on
disadvantageous terms to the borrower because of its particular need for the
amendment or repricing; (4) depending on the interest rate environment at the
time in question, a LIBOR floor provision in a loan agreement could result in a
fair value determination in excess of the par value of such asset but, at
December 31, 2008 the prevailing interest rate environment was such that it was
unlikely that a LIBOR floor provision would be a factor in a fair value
determination of an asset; (5) it was possible in limited circumstances for a
second lien loan to have a fair value in excess of that ascribed to the first
lien loan of the same issuer; (6) it was unlikely in general that an asset would
be valued in excess of par as of December 31, 2008 in light of prevailing market
conditions at that time; and (7) a history of prepayments of a loan by the
issuer may be indicative of an expected lower yield, which could result in a
reduction in the fair value of the asset.
Neither
the audit committee nor management of the Company requested that any
representative of Grant Thornton express specific views as to any particular
asset or transaction that was the subject of the Company's disagreements with
its prior accountant, nor did Grant Thornton express such views.
The
Company provided Grant Thornton with a copy of the foregoing disclosure and
requested that Grant Thornton review the disclosure prior to the filing of this
Form 8-K and furnish the Company with a letter addressed to the Securities and
Exchange Commission containing any new information, clarification of the
Company’s expression of its views, or the respects in which it does not agree
with the statements made by the Company herein.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Kohlberg Capital
Corporation
(Registrant) |
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January
29, 2010
(Date) |
/s/
Michael I. Wirth
Michael I. Wirth Chief Financial
Officer
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