What changed in this filing

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Item 9A. Controls and Procedures

2021-02-24 compared with 2020-02-20 · 130 added, 106 removed, 466 unchanged (34% of the section changed)

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Held by Director or

Nominee for Director

During Past 5

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and SCP Private Credit Income BDC LLC since June 2019 and President of Solar Capital Ltd.

since 2007, Solar Senior

since 2010 and SCP Private Credit Income BDC LLC since 2018;

since 2007, Solar

Senior Capital Ltd.

since 2010, SCP Private Credit Income BDC LLC since 2018 and SLR HC BDC LLC since 2020;

Sole Chief Executive Officer of Solar Capital Ltd.

(February 2007-June 2019), of Solar Senior Capital Ltd.

(December 2010-June 2019) and of SCP Private Credit Income BDC LLC

(June 2018-June 2019).

(December 2010-June 2019) and of

SCP Private Credit Income BDC LLC (June 2018-June 2019).

Chairman of the Board of Directors of Solar Senior Capital Ltd.

since 2010 and of SCP Private Credit Income BDC LLC since 2018;

since 2010, of SCP Private Credit Income BDC LLC since 2018 and of SLR HC BDC LLC since 2020;

Chairman of the Board of Directors of Global Ship Lease Inc.;

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Member of the Kellogg Global Advisory Board;

and Member of the Ross School Advisory Board at the University of Michigan.

and Member of the Ross School Advisory Board at the

University of Michigan.

Gross intimate knowledge of the business and operations of Solar Capital Partners, extensive

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continue to serve as the Chairman of our board of directors.

Name, Address and Age (1)

Name, Address

Position(s) Held

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Co-Chief Executive Officer of Solar Capital Ltd., Solar Senior Capital Ltd.

and SCP Private Credit Income BDC LLC since June 2019;

Chief Operating Officer of Solar Capital Ltd.

February 2007, of Solar Senior Capital Ltd.

and SCP Private Credit Income BDC LLC since June 2019 and SLR HC BDC LLC since September 2020;

Chief Operating

Officer of Solar Capital Ltd.

since February 2007, of Solar Senior Capital Ltd.

since December 2010 and of SCP Private Credit Income BDC LLC since June 2018;

previously, Managing Director and a former Co-Head of U.S.

Leveraged Finance for CIBC

World Markets Inc., the investment banking subsidiary of the Canadian Imperial Bank of Commerce.

previously, Managing Director and a former Co-Head

Leveraged Finance for CIBC World Markets.

Director of Solar Senior Capital Ltd.

since 2010 and of SCP Private Credit Income BDC LLC since 2018.

since 2010, of SCP Private Credit Income BDC LLC since 2018 and of SLR HC BDC LLC since 2020.

Spohlers depth of experience in managerial positions in investment management, leveraged finance and financial

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Partner at Deerfield Management, a healthcare investment firm, since 2013.

Co-founder and manager of Ascent Biomedical Ventures, a venture capital firm focused on early stage investment and development of biomedical companies, since

Co-founder and manager of Ascent Biomedical Ventures, a venture capital firm focused on early stage investment and

development of biomedical companies, since 2004.

Director of Solar Senior Capital Ltd.

since 2011 and of SCP Private Credit Income BDC LLC since 2018, and several private companies.

at Deerfield Management, a healthcare investment firm, since 2013.

since 2011, of SCP Private Credit Income BDC LLC since 2018, of SLR HC BDC LLC since 2020 and several private companies.

Partner at Deerfield Management, a healthcare investment firm, since

Co-founder and manager of Ascent Biomedical Ventures, a venture capital firm focused on early stage investment and development of biomedical companies, since 2004.

Hochberg had been the Chairman of the Board of Continuum Health Partners until its merger with Mount Sinai in 2013, where he is Vice Chairman of the Mount Sinai Health System, a non-profit healthcare integrated delivery system in New York

Director of the Cardiovascular Research Foundation, an organization focused on advancing new technologies and education in the field of cardiovascular medicine.

Since 2011, Mr.

Hochberg had been

the Chairman of the Board of Continuum Health Partners until its merger with Mount Sinai in 2013, where he is the Senior Vice Chairman of the Mount Sinai Health System, a non-profit healthcare integrated

delivery system in New York City.

Director of a number of private healthcare companes, two special purposes acquisition companies, in cluding Deerfield Healthcare Technology Acquisitions Corp.

and DFP Healthcare Acquisitions Corp., and the

Cardiovascular Research Foundation, an organization focused on advancing new technologies and education in the field of cardiovascular medicine.

Hochbergs varied experience in investing in medical technology companies provides the board of directors with

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President and Chief Investment Officer of Wildcat Capital Management, LLC since 2011;

Senior Managing Director at Vida Ventures since 2017;

Chief Executive Officer of Infinity Q Capital Management, LLC since 2014;

Managing Director

of Soros Private Equity at Soros Fund Management LLC from 2002 to 2009.

Co-founder and Senior Managing Director at Vida Ventures since 2017;

Chief Executive Officer of Infinity Q

Capital Management, LLC from 2014 to 2020;

Managing Director of Soros Private Equity at Soros Fund Management LLC from 2002 to 2009.

Director of Solar Senior Capital Ltd.

since 2011, SCP Private Credit Income BDC LLC since 2018, Hilton Grand Vacations Inc.

since 2017, Sutter Rock Capital Corp.

since 2011, SCP Private Credit Income BDC LLC since 2018, SLR HC BDC LLC since 2020, Hilton Grand Vacations Inc.

since 2017, SuRo Capital Corp.

(formerly known as Sutter Rock Capital Corp.)

since 2011, and several private companies.

Non-Executive Chairman of Infinity Q Management since 2020.

Potters experience practicing as a corporate lawyer provides valuable insight to the board of directors on

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Term expires 2022.

Founding Partner, Managing Director and President of W Capital Partners, a private equity fund manager, since 2001.

Founding Partner and Managing Partner of W Capital Partners, a private equity fund manager, since 2001.

Director of Solar Senior Capital Ltd.

since 2011, SCP Private Credit Income BDC LLC since 2018 and of several private companies.

since 2011, SCP Private Credit Income BDC LLC since 2018, SLR HC BDC LLC since 2020 and of several private companies.

Wachters extensive knowledge of private equity and investment banking provides the board of directors with the

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New York, New York 10022.

All of the Companys directors also serve as directors of Solar Senior Capital Ltd.

and SCP Private Credit

Income BDC LLC, which are investment companies that have each elected to be regulated as a business development company (BDC) and for which Solar Capital Partners serves as investment adviser.

Potter also serves as a director of

Sutter Rock Capital Corp., which is a closed-end management investment company that has elected to be regulated as a BDC.

All of the Companys directors also serve as directors of Solar Senior Capital Ltd., SCP Private Credit

Income BDC LLC and SLR HC BDC LLC, which are investment companies that have each elected to be regulated as a business development company (BDC) and for which Solar Capital Partners serves as investment adviser.

serves as a director of SuRo Capital Corp.

(formerly known as Sutter Rock Capital Corp.), which is a closed-end management investment company that has elected to be regulated as a BDC.

Information about Executive Officers Who Are Not Directors

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Chief Financial Officer, Treasurer and Secretary of the Company and of Solar Senior Capital Ltd.

since May 2012 and of SCP Private Credit Income BDC LLC since June 2018.

Peteka joined the Company from Apollo Investment

Corporation, a publicly-traded business development company, where he served from 2004 to 2012 as the Chief Financial Officer and Treasurer.

since May 2012, of SCP Private Credit Income BDC LLC since June 2018 and SLR HC BDC LLC since September 2020.

Peteka joined

the Company from Apollo Investment Corporation, a publicly-traded business development company, where he served from 2004 to 2012 as the Chief Financial Officer and Treasurer.

Guy Talarico, 65

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since 2008, Solar Senior Capital Ltd.

since 2010, SCP Private Credit Income BDC LLC since 2018 and Solar Capital Partners, LLC since February 2016all affiliated entities;

Chief Executive Officer of Alaric Compliance Services, LLC (successor to EOS Compliance Services LLC) since December 2005.

since 2010, SCP Private Credit Income BDC LLC since 2018, SLR HC BDC LLC since 2020 and Solar Capital Partners, LLC since February 2016all

affiliated entities;

and Chief Executive Officer of Alaric Compliance Services, LLC (successor to EOS Compliance Services LLC) since December 2005.

In conjunction with this primary occupation, Mr.

Talarico has served and continues to serve as Chief Compliance Officer

for other business development companies, funds, and/or investment advisers who are not affiliated with the Solar Capital entities.

Talarico has served and continues to serve as

Chief Compliance Officer for other business development companies, funds, and/or investment advisers who are not affiliated with the Solar Capital entities.

The business address of the executive officers is c/o Solar Capital Ltd., 500 Park Avenue, New York, New York

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The Audit Committee also establishes guidelines and makes recommendations to our board of directors regarding the valuation of our

The Audit Committee is responsible for aiding our board of directors in determining the fair value of debt and equity securities that are not publicly traded or for which current market values are not readily available.

directors and Audit Committee utilize the services of nationally recognized third-party valuation firms to help determine the fair value of these securities.

The Audit Committee is

responsible for aiding our board of directors in determining the fair value of debt and equity securities that are not publicly traded or for which current market values are not readily

The board of directors and Audit Committee utilize the services of nationally recognized third-party valuation firms to help determine the fair value of these securities.

The Audit Committee is currently composed of Messrs.

Hochberg, Wachter and Potter, all of

whom are considered independent under the rules of the NASDAQ Stock Market and are not interested persons of the Company as that term is defined in Section 2(a)(19) of the 1940 Act.

Hochberg serves as Chairman of the Audit

Wachter and Potter, all of whom are considered independent under the rules of the NASDAQ Stock Market and are not interested persons of the Company as that term is defined in Section 2(a)(19) of the 1940 Act.

serves as Chairman of the Audit Committee.

Our board of directors has determined that Mr.

Hochberg is an audit committee financial expert as that term is defined under Item 407 of Regulation S-K, as promulgated under

the Securities Exchange Act of 1934, as amended (the Exchange Act).

Hochberg is an audit committee financial expert as that term is defined under Item 407 of Regulation

S-K, as promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act).

Hochberg meets the current independence and experience requirements of Rule 10A-3 of the Exchange Act.

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Potter serves as Chairman of the Compensation Committee.

Compensation Committee Interlocks and Insider Participation

During fiscal year 2019 none of the Companys executive officers served on the board of directors (or a compensation committee thereof or

other board committee performing equivalent functions) of any entities that had one or more executive officers serve on the Compensation Committee of the Company or on the Board of Directors of the Company.

Compensation Committee

Interlocks and Insider Participation

During fiscal year 2020 none of the Companys executive officers served on the board of

directors (or a compensation committee thereof or other board committee performing equivalent functions) of any entities that

had one or more executive officers serve on the Compensation Committee of the Company or on the Board of Directors of the Company.

No member of the Compensation Committee had any relationship

requiring disclosure under any paragraph of Item 404 of Regulation S-K.

Compensation Committee Report

none of our executive officers are compensated by the Company, and as such the Company is not required to produce a report on executive officer compensation for inclusion in our annual report on Form 10-K.

Currently, none of our executive officers are compensated by the Company, and as such the Company is not required to produce a report on

executive officer compensation for inclusion in our annual report on Form 10-K.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

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Investors II, LLC, a portion of both of which may be deemed to be indirectly beneficially owned by Michael S.

Gross, by Bruce Spohler and a grantor retained annuity trust (GRAT) setup by and for Mr.

Gross by virtue of their

collective ownership interest therein.

Also includes 208,248 shares held by Solar Capital Partners Employee Stock Plan LLC, which is controlled by Solar Capital Partners, LLC.

Gross, by Bruce Spohler and a grantor retained annuity trust (GRAT) setup by and for

Gross by virtue of their collective ownership interest therein.

Also includes 208,248 shares held by Solar Capital Partners Employee Stock Plan LLC, which is controlled by Solar Capital

Partners, LLC.

Gross and Mr.

Spohler may be deemed to beneficially own a

portion of the shares held by Solar Capital Partners Employee Stock Plan LLC by virtue of their collective ownership interest in Solar Capital Partners, LLC.

Spohler may be deemed to beneficially own a portion of the shares held by Solar Capital Partners Employee Stock Plan LLC by virtue of their collective ownership interest in Solar Capital Partners, LLC.

Gross and Mr.

Spohler disclaim beneficial ownership of any shares of

our common stock directly held by Solar Capital Partners Employee Stock Plan LLC, Solar Capital Investors, LLC or Solar Capital Investors II, LLC, except to the extent of their respective pecuniary interest therein.

Spohler disclaim beneficial ownership of any shares of our common stock directly held by Solar Capital Partners Employee Stock Plan LLC, Solar Capital Investors, LLC or Solar Capital Investors II, LLC, except to the

extent of their respective pecuniary interest therein.

Includes 97,250 shares directly held by Michael S.

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be deemed to directly beneficially own as the sole trustee of the GRAT.

Based upon information contained in the Schedule 13G/A filed January 28, 2020 by Wellington Management

Also includes 88,775 shares held by certain trusts for the benefit of family members for which Mr.

Gross serves as trustee (the Family

Gross may be deemed to directly beneficially own these shares by virtue of his control with respect to the Family Trusts, and disclaims beneficial ownership of the securities held by the Family Trusts

except to the extent of his pecuniary interest therein.

Based upon information contained in the Schedule 13G/A filed February 4, 2021 by Wellington Management

Such securities are held by certain investment vehicles controlled and/or managed by Wellington Management Company, LLP or its affiliates.

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For example, Solar Capital Partners presently serves as investment adviser to private funds and managed accounts as well as to Solar Senior Capital Ltd., a publicly-traded

BDC, which focuses on investing primarily in senior secured loans, including first lien and second lien debt instruments, and SCP Private Credit Income BDC LLC, an unlisted BDC, which focuses on investing primarily in senior secured loans, including

non-traditional asset-based loans and first lien loans.

BDC, which focuses on investing primarily in senior secured loans, including first lien and second lien debt instruments, SCP Private Credit Income BDC LLC, an unlisted BDC, which focuses on investing primarily in senior secured loans, including non-traditional asset-based loans and first lien loans and SLR HC BDC LLC, an unlisted BDC whose principal focus is to invest directly and indirectly in senior secured loans and other debt instruments typically to

middle market companies within the healthcare industry.

In addition, Michael S.

Gross, our Chairman and Co-Chief Executive Officer, Bruce Spohler, our Co-Chief Executive Officer and Chief Operating Officer, and Richard L.

Peteka, our Chief Financial Officer, serve in similar capacities for Solar Senior Capital Ltd and SCP Private Credit Income BDC LLC.

Gross, our Chairman and Co-Chief Executive Officer, Bruce Spohler, our Co-Chief Executive

Officer and Chief Operating Officer, and Richard L.

Peteka, our Chief Financial Officer, serve in similar capacities for Solar Senior Capital Ltd., SCP Private Credit Income BDC LLC and SLR HC BDC LLC.

Solar Capital Partners and certain investment advisory affiliates may determine that an investment is appropriate for us and for one or more

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Related party transactions may occur among Solar Capital Ltd., Crystal Financial LLC,

Equipment Operating Leases LLC, Loyer Capital LLC and NEF Holdings LLC.

Equipment Operating Leases LLC, Loyer Capital LLC, North Mill Holdco LLC, Gemino Healthcare Finance, LLC and NEF Holdings LLC.

These transactions may occur in the normal course of business.

No administrative fees are paid to Solar Capital Partners by Crystal Financial LLC, Equipment Operating Leases

LLC, Loyer Capital LLC or NEF Holdings LLC.

In addition, we have adopted a formal code of ethics that governs the conduct of our officers

and directors.

Our officers and directors also remain subject to the duties imposed by both the 1940 Act and the Maryland General Corporation Law.

Regulatory restrictions limit our ability to invest in any portfolio company in which any affiliate currently has an investment.

obtained an exemptive order from the SEC on July 28, 2014 (the Exemptive Order).

The Exemptive Order permitted us to participate in negotiated co-investment transactions with certain

affiliates, each of whose investment adviser is Solar Capital Partners, in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors, and

pursuant to the conditions to the Exemptive Order.

On June 13, 2017, the Company, Solar Senior Capital Ltd., and Solar Capital Partners received an exemptive order that supersedes the Exemptive Order (the New Exemptive Order) and

extends the relief granted in the Exemptive Order such that it no longer applies to certain affiliates only if their respective investment adviser is Solar Capital Partners, but also applies to certain affiliates whose investment adviser is an

investment adviser that controls, is controlled by or is under common control with Solar Capital Partners and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended.

The terms and conditions of the New Exemptive

Order are otherwise substantially similar to the Exemptive Order.

We believe that it will be advantageous for us to co-invest with funds managed by Solar Capital Partners where such investment is consistent

with the investment objectives, investment positions, investment policies, investment strategy, investment restrictions, regulatory requirements and other pertinent factors applicable to us.

No administrative or other fees are paid to Solar Capital

Partners by Crystal Financial LLC, Equipment Operating Leases LLC, Loyer Capital LLC, North Mill Holdco LLC, Gemino Healthcare Finance, LLC or NEF Holdings LLC.

In addition, we have adopted a formal code of ethics that governs the conduct of our officers and directors.

Our officers and directors also

remain subject to the duties imposed by both the 1940 Act and the Maryland General Corporation Law.

Regulatory restrictions limit our

ability to invest in any portfolio company in which any affiliate currently has an investment.

The Company obtained its most recent exemptive order from the SEC on June 13, 2017 (the Exemptive Order).

The Exemptive Order permits us

to participate in negotiated co-investment transactions with certain affiliates, each of whose investment adviser is an investment adviser that controls, is controlled by or is under common control with Solar

Capital Partners and is registered as an investment adviser under the Advisers Act, in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent

factors, and pursuant to the conditions to the Exemptive Order.

We believe that it will be advantageous for us to co-invest with funds managed by Solar Capital Partners where such investment is consistent with

the investment objectives, investment positions, investment policies, investment strategy, investment restrictions, regulatory requirements and other pertinent factors applicable to us.

We have entered into a license agreement with Solar Capital Partners, pursuant to which Solar Capital Partners has agreed to grant us a non-exclusive, royalty-free license to use the name Solar Capital. In addition, pursuant to the terms of the Administration Agreement, Solar Capital Management provides us with the office facilities and

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Board Consideration of the Investment Advisory and Management Agreement

Our board of directors determined at a meeting held on November 4, 2019, to approve the Advisory Agreement between the Company and Solar

Capital Partners.

Our board of directors determined at a virtual meeting held on November 2, 2020, to approve the Advisory Agreement between the Company and

Solar Capital Partners.

In reliance on certain exemptive relief provided by the SEC in connection with the global COVID-19 pandemic, our board undertook to ratify the Advisory Agreement at its next in-person meeting.

In its consideration of the approval of the Advisory Agreement, the board of directors focused on information it had received relating to, among other things:

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the advisory fees charged by Solar Capital Partners to the Company, to Solar Senior Capital Ltd.

Private Credit Income BDC LLC, and comparative data regarding the advisory fees charged by other investment advisers to business development companies with similar investment objectives, and concluded that the advisory fees charged by Solar Capital

Partners to the Company are reasonable;

Private Credit Income BDC LLC, the advisory fees that will be charged by Solar Capital Partners to SLR HC BDC LLC, and comparative data regarding the advisory fees charged by other investment advisers to business development companies with similar

investment objectives, and concluded that the advisory fees charged by Solar Capital Partners to the Company are reasonable;

the direct and indirect costs, including for personnel and office facilities, that are incurred by Solar Capital

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Individual members of the board of directors may have given different weights to different factors.

In accordance with rules of the NASDAQ Stock Market, our board of directors annually determines each directors

independence.

We do not consider a director independent unless the board of directors has determined that he has no material relationship with us.

We monitor the relationships of our directors and officers through a questionnaire each director

completes no less frequently than annually and updates periodically as information provided in the most recent questionnaire changes.

Our governance guidelines require any director who has previously been determined to be

independent to inform the Chairman of the board of directors, the Chairman of the Nominating and Corporate Governance Committee and our Secretary of any change in circumstance that may cause his status as an independent director to change.

of directors limits membership on the Audit Committee, the Nominating and Corporate Governance Committee and the Compensation Committee to independent directors.

Director Independence

In accordance with rules of the NASDAQ Stock Market, our board of directors annually determines each directors independence.

consider a director independent unless the board of directors has determined that he has no material relationship with us.

We monitor the relationships of our directors and officers through a questionnaire each director completes no less frequently

than annually and updates periodically as information provided in the most recent questionnaire changes.

Our governance guidelines

require any director who has previously been determined to be independent to inform the Chairman of the board of directors, the Chairman of the Nominating and Corporate Governance Committee and our Secretary of any change in circumstance that may

cause his status as an independent director to change.

The board of directors limits membership on the Audit Committee, the Nominating and Corporate Governance Committee and the Compensation Committee to independent directors.

In order to evaluate the materiality of any such relationship, the board of directors uses the definition of director independence set forth

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party to or a witness in any threatened, pending, or completed proceeding, to the maximum extent permitted by Maryland law and the 1940 Act.

Principal Accounting Fees and Services

Principal Accountant Fees and Services

KPMG LLP has advised us that neither the firm nor any present member or associate of it has any material financial interest, direct or

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Audit-Related Fees:

Audit-related services consist of fees billed for assurance and related services that are reasonably related to the

performance of the audit or review of our financial statements and are not reported under Audit Fees. These services include attest services that are not required by statute or regulation and consultations concerning financial accounting

and reporting standards.

Audit-related services consist of fees billed for assurance and

related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under Audit Fees. These services include attest services that are not required by statute or

regulation and consultations concerning financial accounting and reporting standards.

Tax Services Fees:

Tax services fees consist of fees billed for professional tax

Tax services fees consist

of fees billed for professional tax services.

These services also include assistance regarding federal, state, and local tax compliance.

All Other Fees:

would include fees for products and services other than the services reported above.

Other fees would include fees for products and services other than the services reported above.

Pre-Approval Policy

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During the fiscal year ended December 31, 2020, the Audit Committee pre-approved 100% of services described in this policy.

Exhibits, Financial Statement Schedules

Exhibit and Financial Statement Schedules

Documents Filed as Part of this Report

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31, 2020, 2019 and 2018

Consolidated Schedules of Investments as of December

31, 2019 and 2018

Consolidated Schedules of Investments as of December 31, 2020 and

Notes to Consolidated Financial Statements

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JPMorgan Chase Bank, N.A., as syndication agent(9)

Third Amended and Restated Investment Advisory and Management Agreement by and between the Registrant and Solar Capital Partners, LLC(7)

Third Amended and Restated Investment Advisory and Management Agreement by and between the Registrant and Solar Capital Partners,

Form of Custodian Agreement(6)

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Consent of Independent Registered Public Accounting Firm*

Certification of Co-Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.*

Certification of Co-Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as

Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.*

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Crystal Financial LLC (A Delaware Limited Liability Company) Consolidated Financial Statements for the years ended December 31, 2020 and December 31, 2019*

NEF Holdings, LLC (A Delaware Limited Liability Company) Consolidated Financial Statements for the years ended December 31, 2019 and December 31, 2018*

NEF Holdings, LLC and Subsidiaries (A Limited Liability Company) Consolidated Financial Statements for the years ended December 31, 2020 and December 31, 2019*

KBH Topco, LLC (A Delaware Limited Liability Company) Consolidated Financial Statements for the period November 3, 2020 to December 31, 2020*

Report of Independent Registered Public Accounting Firm on Supplemental Information*

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10-Q filed on November 4, 2019.

Previously filed in connection with Solar Capital Ltd.s report on Form

10-K filed on February 20, 2020.

Filed herewith.

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Delaware Limited Liability Company) years ended December 31, 2020 and December 31, 2019 are attached as Exhibit 99.2 hereto.

Consolidated Financial Statements for KBH Topco LLCs (A Delaware Limited Liability Company) period November 3, 2020 to

December 31, 2020 are attached as Exhibit 99.3 hereto.

Form 10-K Summary

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures