Business Context and Reporting Period
This Form 8-K is filed by Fifth Street Finance Corp. (not Oaktree Specialty Lending Corp.) with a report date of February 11, 2010. The filing addresses a change in the company's independent registered public accounting firm.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on governance and audit matters.
Material Changes
- Dismissal of Prior Auditor: On February 11, 2010, the Board dismissed Grant Thornton LLP as the independent registered public accounting firm.
- Engagement of New Auditor: On February 11, 2010, the Board engaged PricewaterhouseCoopers LLP (PwC) to audit the consolidated financial statements for the fiscal year ending September 30, 2010.
- Historical Audit Issues: Grant Thornton previously reported two reportable events regarding material weaknesses in internal controls over financial reporting for periods ending September 30, 2007, and March 31, 2008. These weaknesses involved portfolio valuation, inaccurate underlying information, and incomplete disclosures.
- Remediation: The company stated it remediated these weaknesses and concluded its internal controls were effective as of September 30, 2009, a conclusion supported by Grant Thornton's attestation report.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or management commentary regarding future performance. The primary risk disclosed relates to the historical material weaknesses in internal controls, which have been remediated. There were no disagreements with the prior auditor regarding accounting principles or audit scope during the relevant periods.
Investor Verification Checklist
- Verify the identity of the registrant (Fifth Street Finance Corp.) versus the metadata provided (Oaktree Specialty Lending Corp.).
- Confirm the effective date of the new auditor (PwC) engagement for the fiscal year ending September 30, 2010.
- Review the attached Exhibit 16.1 (Grant Thornton's letter to the SEC) to confirm the prior auditor's agreement with the disclosures regarding the dismissal.
- Examine the most recent Form 10-K to validate the remediation of internal control weaknesses as of September 30, 2009.