UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 28, 2015 (January 22, 2015)
American Realty Capital Trust V, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Maryland
(State or Other Jurisdiction of Incorporation)
| 000-55197 | 90-0929989 | |
| (Commission File Number) | (IRS Employer Identification No.) |
|
405 Park Avenue New York, New York 10022 |
| (Address, including zip code, of Principal Executive Offices) |
| (212) 415-6500 |
| (Registrant’s Telephone Number, Including Area Code) |
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.
On January 22, 2015, Grant Thornton LLP (“Grant Thornton”) resigned as the independent registered public accounting firm for American Realty Capital Trust V, Inc. (the “Company”). Grant Thornton’s resignation was accepted by the Company’s audit committee.
Grant Thornton’s audit reports on the Company’s consolidated financial statements for the fiscal years ended December 31, 2012 and 2013 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.
During the Company’s two most recent fiscal years and the subsequent interim period from January 1, 2015 through January 22, 2015, (i) there were no disagreements between the Company and Grant Thornton on any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Grant Thornton, would have caused Grant Thornton to make reference to the subject matter of the disagreement in its report on the Company’s consolidated financial statements and (ii) there were no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
The Company has provided Grant Thornton with a copy of the foregoing statements and has requested and received from Grant Thornton a copy of the letter addressed to the Securities and Exchange Commission stating that Grant Thornton agrees with the above statements. A copy of the letter from Grant Thornton is attached as Exhibit 16.1 to this Form 8-K.
The Company is presently in discussions to retain CohnReznick LLP to replace Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014. The Company will file a Current Report on Form 8-K if and when the retention of CohnReznick has been completed.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 16.1 | Letter from Grant Thornton LLP to the Securities and Exchange Commission dated January 28, 2015. |
SIGNATURES
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.
| American Realty Capital Trust V, INC. | ||||
| Date: January 28, 2015 | By: | /s/ William M. Kahane | ||
| William M. Kahane | ||||
|
Chief Executive Officer
|
||||
Exhibit 16.1
Grant Thornton
| January 28, 2015 | |
| U.S. Securities and Exchange Commission | Grant Thornton LLP |
| Office of the Chief Accountant | 2001 Market Street, Suite 700 |
| 100 F Street, NE | Philadelphia, PA 19103-7080 |
| Washington, DC 20549 | |
| T 215.561.4200 | |
| F 215.561.1066 | |
| GrantThornton.com | |
| linkd.in/GrantThorntonUS | |
| twitter.com/GrantThorntonUS |
Re: American Realty Capital Trust V, Inc.
File No. 000-55197
Dear Sir or Madam:
We have read Item 4.01 of Form 8-K of American Realty Capital Trust V, Inc. dated January 28, 2015, and agree with the statements concerning our Firm contained therein.
Very truly yours,
/s/ Grant Thornton LLP