Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - Corporate Capital Trust, Inc. | hildinganders2017financi.htm |
| EX-32.2 - EXHIBIT 32.2 - Corporate Capital Trust, Inc. | ex-322certificationofpeoan.htm |
| EX-31.4 - EXHIBIT 31.4 - Corporate Capital Trust, Inc. | ex-314certificationofchief.htm |
| EX-31.3 - EXHIBIT 31.3 - Corporate Capital Trust, Inc. | ex313certificationofprincipa.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A |
Amendment No. 1 |
(Mark One)
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2017 |
OR
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number: 814-00827 | ||
CORPORATE CAPITAL TRUST, INC.
(Exact name of registrant as specified in its charter)
Maryland | 27-2857503 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
555 California Street 50th Floor San Francisco, California | 94104 | |
(Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code (415) 315-3620
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Name of exchange on which registered | |
Common Stock, $0.001 par value per share | The New York Stock Exchange | |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this form 10-K. Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ (Do not check if smaller reporting company) | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
There was no established market for the Registrant’s shares of common stock as of June 30, 2017 (the last business day of the registrant’s most recently completed second fiscal quarter). The Registrant closed the public offering of its shares of common stock in October 2016. The last offering price at which the Registrant issued shares in its public offering was $20.41 per share.
As of April 18, 2018, there were 126,792,538 shares of the registrant's common stock outstanding.
EXPLANATORY NOTE
Corporate Capital Trust, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to amend its Annual Report on Form 10-K for the year ended December 31, 2017, as filed with the Securities and Exchange Commission (the “SEC”) on March 14, 2018 (the “Original 10-K”). The primary purpose of this Amendment is to amend Item 15 of the Original 10-K to include the separate financial statements of Hilding Anders Holdings 3 AB ("Hilding Anders") pursuant to Rule 3-09 of Regulation S-X (the “Rule 3-09 financial statements”). This Amendment also amends the following disclosures in the Original 10-K related to the Rule 3-09 financial statements:
• | Item 15 to provide the audited financial statements of Hilding Anders including the independent auditor’s report by Öhrlings PricewaterhouseCoopers AB (“PWC”), Hilding Anders' independent accountants. |
In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, this Amendment also includes currently dated certifications from the Company’s principal executive officer and principal financial officer as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. The certification exhibits have been revised accordingly.
This Amendment should be read in conjunction with the Original 10-K and the Company’s other filings made with the SEC subsequent to the filing of the Original 10-K on March 14, 2018. This Amendment is not intended to, nor does it, reflect events occurring after the filing of the Original 10-K, and does not modify or update the disclosures therein in any way other than as required to reflect the changes described above.
PART IV
Item 15. Exhibits and Financial Statement Schedules
Financial Statement Schedules - The financial statements of Hilding Anders required by Rule 3-09 of Regulation S-X are provided as Exhibit 99.1 to this report. | ||
Exhibits - The exhibits listed in Item 15 of the Original 10-K are incorporated by reference in this Amendment. | ||
31.3 | ||
31.4 | ||
32.2 | ||
99.1 | ||
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 20th day of April 2018.
CORPORATE CAPITAL TRUST, INC. | ||
By: | /s/ Todd C. Builione | |
TODD C. BUILIONE | ||
President | ||
(Principal Executive Officer) | ||
By: | /s/ Thomas N. Murphy | |
THOMAS N. MURPHY | ||
Chief Financial Officer | ||
(Principal Financial and Accounting Officer) | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Todd C. Builione | Director and President (Principal Executive Officer) | April 20, 2018 | ||
Todd C. Builione | ||||
/s/ Frederick Arnold | Independent Director and Chairman of the Board | April 20, 2018 | ||
Frederick Arnold | ||||
/s/ James H. Kropp | Independent Director | April 20, 2018 | ||
James H. Kropp | ||||
/s/ Laurie Simon Hodrick | Independent Director | April 20, 2018 | ||
Laurie Simon Hodrick | ||||
/s/ Thomas N. Murphy | Chief Financial Officer (Principal Financial and Accounting Officer) | April 20, 2018 | ||
Thomas N. Murphy | ||||
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