BrightSpire Capital Inc. filed SEC Form 8-K: Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits
$BRSP
Real Estate Investment Trusts
Real Estate
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): February 24, 2025
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Item 4.01 | Changes in Registrant’s Certifying Accountant. | ||||
The Audit Committee of the Board of Directors (the “Audit Committee”) of BrightSpire Capital, Inc. (the “Company”) recently conducted a competitive selection process to determine the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. Ernst & Young LLP (“E&Y”), which had previously served as the Company’s independent registered public accounting firm, was invited to participate in this process. As a result of this competitive selection process, on February 24, 2025, the Audit Committee approved (i) the appointment of Deloitte & Touche LLP (“Deloitte”) to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, and (ii) the dismissal of E&Y as the Company’s independent registered public accounting firm, effective February 24, 2025.
The audit reports of E&Y on the Company’s consolidated financial statements for the fiscal year ended December 31, 2024, which were included in the Company’s 2024 Annual Report on Form 10-K, and for the fiscal year ended December 31, 2023, which were included in the Company’s 2023 Annual Report on Form 10-K, did not contain any adverse opinion or disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope or accounting principles.
During the Company’s fiscal years ended December 31, 2024 and 2023, and through February 24, 2025, (i) there were no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions to that Item) between the Company and E&Y on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to E&Y’s satisfaction, would have caused E&Y to make reference to the subject matter of the disagreements in its reports on the consolidated financial statements for such years, and (ii) there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K).
During the Company’s fiscal years ended December 31, 2024 and 2023, and through February 24, 2025, neither the Company nor anyone on its behalf consulted with Deloitte with respect to either (i) 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 Company’s consolidated financial statements, and no written report or oral advice was provided to the Company by Deloitte that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions to that Item) or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K).
The Company provided E&Y with a copy of the disclosures it is making in this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission (the “SEC”). The Company requested that E&Y furnish the Company with a letter addressed to the SEC stating whether E&Y agrees with the above statements that are related to E&Y and, if not, stating the respects in which it does not agree. A copy of E&Y’s letter, dated February 27, 2025, is filed as Exhibit 16.1 to this Form 8-K.
Item 9.01 | Financial Statements and Exhibits. | |||||||
(d) Exhibits. The following exhibits are being furnished herewith to this Current Report on Form 8-K.
| Exhibit No. | Description | |||||||
| 16.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURE
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.
Date: February 27, 2025 | BRIGHTSPIRE CAPITAL, INC. | |||||||
| By: | /s/ David A. Palamé | |||||||
| Name: | David A. Palamé | |||||||
| Title: | General Counsel & Secretary | |||||||