Attached files
| file | filename |
|---|---|
| EX-16.1 - EXHIBIT 16.1 - Capital Bank Financial Corp. | exhibit161.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): May 8, 2015
(Exact name of registrant as specified in its charter)
Delaware | 001-35655 | 27-1454759 |
(State or other | (Commission | (IRS Employer |
jurisdiction of | File Number) | Identification No.) |
incorporation) | ||
121 Alhambra Plaza, Suite 1601
Coral Gables, Florida 33134
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (305) 670-0200
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:
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 4.01 | Changes in Registrant’s Certifying Accountant |
The Audit Committee (the “Audit Committee”) of the Board of Directors of Capital Bank Financial Corp. (the “Company ”) has completed a competitive process to review the appointment of the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015. The Audit Committee invited several firms, including its then-incumbent independent registered public accounting firm, PricewaterhouseCoopers LLP, to participate in this process.
As a result of this process and following careful deliberation, on May 8, 2015, the Audit Committee dismissed PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm, effective as of that same date. On and effective as of that same date, the Audit Committee appointed Crowe Horwath LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015.
PricewaterhouseCoopers LLP’s reports on the Company’s consolidated financial statements for the fiscal years ended December 31, 2014 and December 31, 2013 did not contain an adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principle.
During the Company’s two most recent fiscal years and the subsequent interim period through May 8, 2015, there were:
(i) | no disagreements with PricewaterhouseCoopers LLP on any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of PricewaterhouseCoopers LLP, would have caused PricewaterhouseCoopers LLP to make reference to the subject matter of the disagreement in its report on the Company’s consolidated financial statements, and |
(ii) | no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K. |
The Company has provided PricewaterhouseCoopers LLP with a copy of this Form 8-K prior to its filing with the U.S. Securities and Exchange Commission (“SEC”) and requested PricewaterhouseCoopers LLP to furnish to the Company a letter addressed to the SEC stating whether it agrees with the statements made above. A copy of PricewaterhouseCoopers LLP’s letter dated May 12, 2015 is attached as Exhibit 16.1 to this Form 8-K.
During the Company’s two most recent fiscal years and the subsequent interim period preceding Crowe Horwath LLP’s appointment, neither the Company nor anyone on its behalf consulted Crowe Horwath LLP regarding 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 that Crowe Horwath LLP concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or |
(ii) | any matter that was the subject of a “disagreement” or “reportable event” (within the meaning of Item 304(a) of Regulation S-K and Item 304(a)(1)(v) of Regulation S-K, respectively). |
Item 9.01 | Financial Statements and Exhibits |
(d) | Exhibits |
Exhibit No. Description
16.1 Letter of PricewaterhouseCoopers LLP dated May 12, 2015.
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.
CAPITAL BANK FINANCIAL CORP. (Registrant) | ||
Date: May 12, 2015 | By: | /s/ Christopher G. Marshall |
Christopher G. Marshall Chief Financial Officer | ||