Current Report Filing (8-k)
2014年12月4日 - 10:45PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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):
December 1, 2014
EPL OIL & GAS, INC.
(Exact name of registrant as specified
in its charter)
Delaware |
001-16179 |
72-1409562 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
|
|
|
919 Milam Street, Suite 1600,
Houston, Texas 77002
Registrant’s telephone number, including area code: (713) 228-0711
Not Applicable
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:
| ¨ | Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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.
UHY LLP (“UHY”) served as
the independent registered public accounting firm of EPL Oil & Gas, Inc. (the “Company”) for the periods from
January 1, 2014 to June 3, 2014, and from June 4, 2014 to June 30, 2014. The Company is an indirect wholly-owned subsidiary
of Energy XXI Ltd (“Energy XXI”). The Audit Committee of the Board of Directors of Energy XXI (the “Audit
Committee”) selected UHY to serve as the Company’s independent registered public accounting firm for the fiscal
year ending June 30, 2015. On December 1, 2014, UHY informed the Company that its Texas practice had been acquired by BDO
USA, LLP (“BDO”). As a result of this transaction, UHY resigned, effective as of December 1, 2014 (the “Resignation
Date”), as the Company’s independent registered public accounting firm for the fiscal year ending June 30,
2015.
During the periods from January 1, 2014
to June 3, 2014 and from June 4, 2014 to June 30, 2014, UHY’s audit reports on the Company’s consolidated financial
statements did not contain an adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit
scope or accounting principles.
During the period from January 1, 2014
to June 30, 2014 and the subsequent interim period through the Resignation Date, the Company and UHY did not have any disagreements
on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which, if not
resolved to the satisfaction of UHY, would have caused UHY to make reference to the matter in its reports on the Company’s
consolidated financial statements during such periods; and there were no “reportable events” as the term is described
in Item 304(a)(1)(v) of Regulation S-K.
The Company has requested UHY furnish a
letter addressed to the Securities and Exchange Commission, pursuant to Item 304(a)(3) of Regulation S-K, stating whether or not
UHY agrees with the statements in this Current Report on Form 8-K. A copy of such letter dated December 2, 2014 is attached
as Exhibit 16.1 to this Current Report on Form 8-K.
The
Audit Committee recommended and approved the engagement of BDO as the successor independent registered public accounting
firm, effective upon the consummation of the merger on the Resignation Date. At no time during the Company’s two most recent
fiscal years and the subsequent interim period through the Resignation Date, did the Company consult with BDO regarding (i)
the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion
that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the
Company that BDO concluded 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 the subject of a disagreement as defined in Item
304(a)(1)(iv) and related instructions of Regulation S-K or a “reportable event” as described in Item
304(a)(1)(v) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
No. |
|
Description |
16.1
|
|
Letter from UHY LLP, dated December 2, 2014. |
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.
|
EPL OIL & GAS, INC. |
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|
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By: |
/s/ Rick Fox |
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Rick Fox |
December 4, 2014 |
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Chief Financial Officer |
Exhibit Index
Exhibit
No. |
|
Description |
16.1
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|
Letter from UHY LLP, dated December 2, 2014. |
Exhibit 16.1
December 2, 2014
Securities and Exchange Commission
100 F Street NE
Washington, DC 20549
Ladies and Gentlemen:
We have read Item 4.01 of Form 8-K dated
December 1, 2014, of EPL Oil & Gas, Inc. and are in agreement with the statements in the paragraphs within that Item as they
relate to our firm. We have no basis to agree or disagree with other statements of the registrant contained therein.
/s/ UHY LLP
New Haven, Connecticut
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