UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

~~WASHINGTON,~~SECURITIES DCAND ~~20549~~EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the Securities~~ ~~Exchange Act~~ of ~~1934~~the

~~Date~~Securities ofExchange ~~report~~Act ~~(Date~~ of ~~earliest event reported) August 6, 2015 (August 6, 2015)~~1934

Date of report (Date of earliest event reported) January 30, 2018 (January 29, 2018)

SPECIAL VALUE CONTINUATION PARTNERS, LP

(Exact Name of Registrant as Specified in Charter)

Delaware	814-00897	68-0631675
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2951 28^th Street, Suite 1000
Santa Monica, California		90405
(Address of Principal Executive Offices)		(Zip Code)

Registrant’'s telephone number, including area code (310) 566-1000

(Former Name or Former Address, if Changed Since Last Report)

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 ~~(see General Instruction A.2. below)~~:

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~~Indicate ~~4.01~~by ~~Changes~~check mark whether the registrant is an emerging growth company as defined in ~~Registrant’s~~as ~~Certifying~~defined ~~Accountant~~in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

~~(a),~~Emerging ~~(b)~~growth ~~The~~company Audit Committee of the registrant recently completed a competitive process to determine which audit firm would serve as the registrant’s independent registered public accounting firm for the year ended December 31, 2015. On August 4, 2015, the Audit Committee determined to engage Deloitte & Touche LLP (“Deloitte”) as the registrant’s independent registered public accounting firm for the year ended December 31, 2015, to be effective immediately following the registrant’s filing of its Quarterly Report on Form 10-Q for the quarter ending June 30, 2015 (“Second Quarter 10-Q”). Contemporaneous with the determination to engage Deloitte, the Audit Committee dismissed Ernst & Young LLP (“E&Y”) as the registrant’s independent registered public accounting firm, also effective immediately following the filing of the registrant’s Second Quarter 10-Q.☐

~~The~~If ~~reports~~an ofemerging ~~E&Y~~growth oncompany, ~~the~~indicate ~~registrant’s~~by ~~consolidated financial~~check ~~statements~~mark asif ~~of and for~~ the ~~years~~registrant ~~ended~~has ~~December~~elected ~~31, 2014 and 2013 did~~ not ~~contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as~~ to ~~uncertainty,~~use ~~audit scope or accounting principles. During~~ the ~~years~~extended ~~ended December~~transition ~~31,~~period ~~2014~~for ~~and~~complying ~~2013, and through August 6, 2015 there were no (a) disagreements~~ with ~~E&Y on~~ any ~~matter~~new ~~of accounting principles~~ or ~~practices,~~revised financial ~~statement~~accounting ~~disclosure,~~standards orprovided ~~auditing~~pursuant ~~scope or procedure, which disagreements, if not resolved~~ to ~~E&Y’s~~ ~~satisfaction,~~Section ~~would have caused E&Y to make reference to the subject matter thereof in connection with its reports for such years; nor~~ 13(~~b) reportable events, as described under Item 304(~~a)~~(1)(v)~~ of ~~Regulation~~the ~~S-K~~Exchange Act. ☐

~~The~~Item ~~registrant~~5.03 ~~provided~~Amendments ~~E&Y~~to ~~with~~Articles ~~a copy~~ of ~~the~~Incorporation ~~disclosures it~~or isBylaws; ~~making~~Change in ~~this~~Fiscal ~~Current Report on Form 8-K and requested from E&Y a letter addressed to the Securities and Exchange Commission indicating whether it agrees with such disclosures~~Year. ~~A copy of E&Y’s letter dated August 6, 2015 is attached as Exhibit 16.1.~~

~~During~~On ~~the~~January ~~years~~29, ~~ended~~2018, ~~December~~Special 31Value Continuation Partners, ~~2014~~LP, ~~and~~(the ~~2013~~“Company”) amended its Amended and ~~the~~Restated ~~subsequent interim~~Limited ~~period~~Partnership ~~through~~Agreement, ~~August~~dated 6as of April 2, ~~2015~~2012 (the “Partnership Agreement”), effective as of January 1, 2018. The amendment will have no impact on the ~~registrant~~amount ~~did~~of ~~not~~incentive ~~consult~~compensation ~~with~~paid ~~Deloitte~~or ~~regarding~~services ~~any~~received by the Company and its parent, TCP Capital Corp., as it solely has the effect of converting the ~~matters~~existing orincentive ~~events~~compensation ~~set forth~~structure infrom ~~Item~~a ~~304(~~profit allocation to a fee. The amendment serves to (i) eliminate the incentive compensation distribution provisions from the Partnership Agreement in order to permit Tennenbaum Capital Partners, LLC, the Company’s investment manager (the “Investment Manager”), to receive payment of incentive compensation under the Amended and Restated Investment Management Agreement by and between the Company and the Investment Manager dated as of April 2, 2012, and (ii) make certain other non-material amendments to update the Partnership Agreement for provisions that are no longer operative by their terms. Prior to the amendment, Series H of ~~Regulation~~SVOF/MM, SLLC, as the General Partner of the Company (the “General Partner”), was entitled to receive incentive compensation as a profit allocation and distribution. The General Partner is a wholly-Kowned subsidiary of the Investment Manager. A copy of the Second Amended and Restated Partnership Agreement, dated January 29, 2018 is filed as Exhibit 3.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:.

Exhibit Number		Description
16.1		Letter of Ernst & Young LLP, dated as of August 6, 2015.
3		Second Amended and Restated Partnership Agreement, dated January 29, 2018

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.

	SPECIAL VALUE CONTINUATION PARTNERS, LP
	Special Value Continuation Partners, LP
Date: August 6, 2015
Date: January 30, 2017
	By:	/s/ ~~Paul L. Davis~~	Elizabeth Greenwood
	Name:	~~Paul L. Davis~~	Elizabeth Greenwood
	Title:	~~Chief Financial Officer~~	General Counsel

Exhibit Index

Exhibit Number		Description
16.1		Letter of Ernst & Young LLP, dated as of August 6, 2015.

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