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GROUPON, INC. (NASDAQ:GRPN) Files An 8-K Changes in Registrant’s Certifying Accountant

GROUPON, INC. (NASDAQ:GRPN) Files An 8-K Changes in Registrant’s Certifying Accountant

Item 4.01 Changes in Registrants Certifying Accountant

(a), (b) As previously disclosed, the Audit Committee of the
Board of Directors of Groupon, Inc. (the “Company”) determined,
consistent with good governance practices, to review the
selection of the Companys independent auditor for the fiscal year
ending December 31, 2017. The Company conducted a competitive
request for proposal process with several independent registered
public accounting firms, including its incumbent independent
auditor, Ernst Young LLP (“EY”). Following the conclusion of this
process, with the approval of the Audit Committee, on May 18,
2017, the Company dismissed EY, and on May 22, 2017, Deloitte
Touche LLP (“Deloitte”) was engaged to serve as the Companys
independent registered public accounting firm for the fiscal year
ending December 31, 2017. The change in the Companys independent
auditor is effective immediately, and Deloitte will perform the
review of the Companys interim quarterly period ending June 30,
2017.>
The audit reports of EY on the Companys consolidated financial
statements for the years ended December 31, 2016 and 2015 did not
contain an adverse opinion or a disclaimer of opinion, and were
not qualified or modified as to uncertainty, audit scope, or
accounting principle.
During the fiscal years ended December 31, 2016 and 2015 and
during the subsequent interim periods through the date of this
Current Report on Form 8-K (the “Report”), there were no
disagreements (as that term is defined in Item 304(a)(1)(iv) of
Regulation S-K) between the Company and 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 EYs report on the Companys consolidated financial
statements for such fiscal years. During the fiscal years ended
December 31, 2016 and 2015 and during the subsequent interim
periods through the date of this Report, there were no reportable
events (as defined in Item 304(a)(1)(v) of Regulation S-K).
The Company provided EY with a copy of this Report prior to its
filing with the Securities and Exchange Commission (“SEC”) and
requested that EY provide the Company with a letter addressed to
the SEC stating whether EY agrees with the statements made by the
Company in accordance with Item 304(a) of Regulation S-K. A copy
of the letter, dated May 23, 2017, furnished by EY in response to
that request, is filed as Exhibit 16.1 to this Report.
During the two most recent fiscal years ended December 31, 2016
and 2015 and during the subsequent interim periods through the
date of this Report, neither the Company nor anyone acting on its
behalf has consulted with Deloitte regarding:
(i)
The application of accounting principles to a specified
transaction, either completed or proposed; or
(ii)
The type of audit opinion that might be rendered on the
Companys financial statements, and neither a written report
was provided to the Company nor oral advice was provided
that Deloitte concluded was an important factor considered
by the Company in reaching a
decision as to an accounting, auditing or financial reporting
issue; or
(iii)
Any matter that was either the subject of a disagreement or
a reportable event, as each term is defined in Items
304(a)(1)(iv) or (v) of Regulation S-K, respectively.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits:
Exhibit No.
Description
16.1
Letter of Ernst Young LLP, dated May 23, 2017

About GROUPON, INC. (NASDAQ:GRPN)
Groupon, Inc. operates online local commerce marketplaces throughout the world that connect merchants to consumers by offering goods and services at a discount. The Company operates through three segments: North America, which represents the United States and Canada; EMEA, which consists of Europe, the Middle East and Africa, and international operations (Rest of World). It offers deals on goods and services in approximately three categories: Local Deals (Local), Groupon Goods (Goods) and Groupon Getaways (Travel). Collectively, Local and Travel consists of its services offerings and Goods, which the Company refers as Shopping, which reflect its product offerings. In its Goods category, the Company acts as the merchant of record, particularly for deals in North America and in EMEA. It offers deals on products for which it acts as the merchant of record. It acts as a marketing agent by selling vouchers (Groupons) that can be redeemed for products or services with third party merchants. GROUPON, INC. (NASDAQ:GRPN) Recent Trading Information
GROUPON, INC. (NASDAQ:GRPN) closed its last trading session down -0.05 at 3.28 with 4,218,780 shares trading hands.

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