CAPITAL SOUTHWEST CORPORATION (NASDAQ:CSWC) Files An 8-K Changes in Registrant’s Certifying Accountant

CAPITAL SOUTHWEST CORPORATION (NASDAQ:CSWC) Files An 8-K Changes in Registrant’s Certifying Accountant

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Item 4.01 Changes in Registrants Certifying Accountant.

Previous Independent Registered Public Accounting Firm

On June 12, 2017, the Audit Committee (the Audit Committee) of
the Board of Directors of Capital Southwest Corporation (the
Company), following careful deliberation,approved the decision to
change independent registered public accounting firms. On June
12, 2017, the Company notified Grant Thornton LLP (Grant
Thornton) of its decision to dismiss Grant Thornton as the
Companys independent registered public accounting firm, effective
as of that date.

The reports of Grant Thornton on the Companys consolidated
financial statements for the fiscal years ended March 31, 2017
and 2016 did not contain an adverse opinion or a disclaimer of
opinion, and they were not qualified or modified as to
uncertainty, audit scope, or accounting principles.

During the fiscal years ended March 31, 2017 and 2016, and during
the subsequent interim period through June 12, 2017, there were
(1) no disagreements with Grant Thornton on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which disagreements,
if not resolved to the satisfaction of Grant Thornton, would have
caused it to make reference thereto in their reports on the
financial statements, and (2) no reportable events as that term
is defined in Item 304(a)(1)(v) of Regulation S-K; except that,
as disclosed in the Companys Annual Report on Form 10-K for the
fiscal year ended March 31, 2016, management concluded, and Grant
Thornton concurred, that the Companys internal control over
financial reportingthrough September 30, 2015 was not effective
as a result of a material weakness (at that time, management
concluded a material weakness existed in our internal control
related to the preparation and review of the statement of cash
flows, specifically relating to determining the proper
classification of cash receipts and cash payments in the
statement of cash flows). Management underwent changes in key
personnel beginning in the second quarter of its 2016 fiscal year
and changes in controls beginning in the third fiscal quarter of
its 2016 fiscal year. As a result of the enhanced controls
implemented in the third and fourth fiscal quarters, management
concluded, and Grant Thornton concurred, that the material
weakness was remediated as of March 31, 2016 and that its
internal control over financial reporting was effective as of
March 31, 2016.

The Audit Committee has authorized Grant Thornton to respond
fully to any inquiries from the successor independent registered
public accounting firm.

The Company has provided Grant Thornton with a copy of the
disclosures required by Item 304(a) of Regulation S-K contained
in this Current Report on Form 8-K (this Form 8-K) and requested
that Grant Thornton furnish the Company with a letter addressed
to the U.S. Securities and Exchange Commission (the SEC) stating
whether or not it agrees with the statements made herein. A copy
of Grant Thorntons letter dated June 16, 2017 is filed as Exhibit
16.1 to this Form 8-K.

New Independent Registered Public Accounting Firm

On June 12, 2017, the Company engaged RSM US LLP (RSM) as its new
independent registered public accounting firm, effective
immediately. The decision to engage RSM as the Companys
independent registered public accounting firm was approved by the
Companys Audit Committee. During the years ended March 31, 2017
and 2016, and during the subsequent interim period preceding RSMs
engagement, neither the Company nor anyone on its behalf has
consulted with RSM regarding either: (1) the application of
accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be
rendered on the Companys consolidated financial statements, and
no written report or oral advice was provided that RSM concluded
was an important factor considered by the Company in reaching a
decision as to the accounting, auditing or financial reporting
issue; or (2) any matter that was either the subject of a
disagreement, as that term is defined in Item 304(a)(1)(iv) of
Regulation S-K or a reportable event, as that term is defined in
Item 304 (a)(1)(v) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits

Exhibit No.

Description

16.1

Letter from Grant Thornton LLP to the SEC dated June
16, 2017


About CAPITAL SOUTHWEST CORPORATION (NASDAQ:CSWC)

Capital Southwest Corporation is an investment company that specializes in providing customized financing to middle market companies in a range of industry segments located primarily in the United States. The Company is a specialty lending company. Its principal investment objective is to produce risk-adjusted returns by generating current income from debt investments and capital appreciation from its equity and equity related investments. It focuses on partnering with business owners, management teams and financial sponsors to provide financing solutions to fund growth, changes of control, or other corporate events. In allocating future investments, it focuses on investing in senior and subordinated debt securities secured by security interests in portfolio company assets, coupled with equity interests. It targets senior and subordinated investments in the lower middle market and private loan transactions, as well as first and second lien syndicated loans in middle market companies.

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