INTRODUCTORY NOTE
As previously disclosed, on July 20, 2020, Caesars Entertainment, Inc. (the “Company”) completed the merger in which a wholly-owned subsidiary of the Company merged with and into Caesars Entertainment Corporation (“Former Caesars”) with Former Caesars surviving as a wholly-owned subsidiary of the Company (the “Merger”).
On July 21, 2020, the Company filed a Current Report on Form 8-K (the “Report”) disclosing, under Item 4.01, that the Audit Committee (the “Audit Committee”) of the board of directors of the Company (the “Board”) had approved the engagement of Deloitte & Touche LLP (“Deloitte”), and the dismissal of Ernst and Young LLP (“EY”), as the Company’s independent registered public accounting firm effective following the completion of the review of the Company’s results of operations for the quarter ended June 30, 2020.
This Current Report on Form 8-K supplements the information contained in Item 4.01 of the Report.
| Item 4.01 | Changes in Registrant’s Certifying Accountant. |
On July 17, 2020, the Audit Committee approved the engagement of Deloitte, and dismissal of EY, as the Company’s independent registered public accounting firm effective following the completion of the review of the Company’s results of operations for the quarter ended June 30, 2020. Deloitte previously served as the independent registered public accounting firm of Former Caesars, and has been engaged to serve as the independent registered public accounting firm for the combined company in connection with the Merger.
The reports of EY on the Company’s consolidated financial statements for the years ended December 31, 2019 and 2018 did not contain an adverse opinion or a disclaimer of opinion, and such reports were not qualified or modified as to uncertainty, audit scope, or accounting principles.
During the Company’s two most recent fiscal years ended December 31, 2019 and 2018 and the subsequent interim period, there were no disagreements, within the meaning of Item 304(a)(1)(iv) of Regulation S-K promulgated under the Exchange Act (“Regulation S-K”) and the related instructions thereto, with EY on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of EY, would have caused EY to make reference to the subject matter of the disagreements in connection with its reports. Also, during this same period, there were no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K and the related instructions thereto.
Upon the completion of EY’s review of the Company’s results of operations for the quarter ended June 30, 2020, on August 6, 2020, the Company’s previously disclosed dismissal of EY as its principal independent registered public accounting firm took effect.
The Company has provided EY with the disclosures under this Item 4.01, and has requested EY to furnish the Company with a letter addressed to the Securities and Exchange Commission (the “SEC”) stating whether it agrees with the statements made by the Company in this Item 4.01 and, if not, stating the respects in which it does not agree. The EY letter is filed as Exhibit 16.1 to this Current Report on Form 8-K.
During the Company’s two most recent fiscal years ended December 31, 2019 and 2018, and during the subsequent interim period, neither the Company, nor anyone on its behalf, consulted Deloitte with respect to: (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 neither a written report was provided to the Company nor oral advice was provided to the Company that Deloitte 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 either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).
