ITEM 4.01 — CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT
(a) In connection with the selection of Calpine Corporation’s (“Calpine” or the “Company”) independent auditor for the fiscal year ending December 31, 2020, on February 24, 2020, the Audit Committee (the “Audit Committee”) of the Board of Directors of Calpine determined not to renew the engagement of PricewaterhouseCoopers LLP (“PwC”), which was then serving as the independent registered public accounting firm of the Company, and notified PwC that it would be dismissed as the independent registered public accounting firm of the Company, effective immediately.
The audit reports of PwC on the Company’s consolidated financial statements for each of the two most recent fiscal years ended December 31, 2019 and December 31, 2018 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.
During the fiscal years ended December 31, 2018 and 2019 and the subsequent interim period through February 24, 2020, there were (i) no disagreements (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of PwC would have caused PwC to make reference thereto in its reports on the consolidated financial statements of the Company for such years, and (ii) no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
The Company provided PwC with a copy of this Form 8-K and requested that PwC provide the Company with a letter addressed to the Securities and Exchange Commission stating whether or not PwC agrees with the above disclosures. A copy of PwC’s letter, dated February 28, 2020, is attached as Exhibit 16.1 to this Form 8-K.
(b) On February 24, 2020, the Audit Committee approved the engagement of Deloitte & Touche LLP (“Deloitte”) as the new independent registered public accounting firm, subject to Deloitte’s completion of its customary client acceptance procedures and execution of an engagement letter, to perform independent audit services for the Company for the fiscal year ending December 31, 2020, beginning with the Company’s fiscal quarter ending March 31, 2020, effective immediately.
During the fiscal years ended December 31, 2018 and December 31, 2019 and the subsequent interim period through February 24, 2020, neither the Company, nor any party on behalf of the Company, 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 the audit opinion that might be rendered with respect to 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 subject to any disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).