0001144204-15-004365.txt : 20150128 0001144204-15-004365.hdr.sgml : 20150128 20150128172737 ACCESSION NUMBER: 0001144204-15-004365 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150122 ITEM INFORMATION: Changes in Registrant's Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150128 DATE AS OF CHANGE: 20150128 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BUSINESS DEVELOPMENT Corp OF AMERICA II CENTRAL INDEX KEY: 0001606657 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 814-01083 FILM NUMBER: 15555843 BUSINESS ADDRESS: STREET 1: 405 PARK AVENUE STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-415-6500 MAIL ADDRESS: STREET 1: 405 PARK AVENUE STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: BDCA Senior Capital, Inc. DATE OF NAME CHANGE: 20140428 8-K 1 v399746_8k.htm FORM 8-K

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)

Business Development Corporation of America II

(Exact Name of Registrant as Specified in Its Charter)

Maryland

(State or Other Jurisdiction of Incorporation)


814-01083		61-1735888
(Commission File Number)		(IRS Employer Identification No.)

405 Park Avenue, 14th Floor

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:


o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	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 Business Development Corporation of America II (the “Company”). Grant Thornton’s resignation was accepted by the Company’s audit committee.

Grant Thornton’s audit report on the Company’s financial statements for the period from April 17, 2014 (date of inception) through June 30, 2014 did not contain an adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles.

During the Company’s most recent fiscal year 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 with several accounting firms to replace Grant Thornton as its independent registered public accounting firm for the fiscal year ending December 31, 2014. The Company will promptly file a Current Report on Form 8-K when the retention of a replacement accounting firm 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.

	Business Development Corporation of America II

January 28, 2015	By:	/s/ Peter M. Budko
		Name:	Peter M. Budko
		Title:	Chief Executive Officer, President and Chairman of the Board of Directors

EX-16.1 2 v399746_ex16-1.htm EXHIBIT 16.1

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: Business Development Corporation of America II

File No. 814-01083

Dear Sir or Madam:

We have read Item 4.01 of Form 8-K of Business Development Corporation of America II dated January 28, 2015, and agree with the statements concerning our Firm contained therein.

Very truly yours,

/s/ Grant Thornton LLP