LivaNova PLC (NASDAQ:LIVN) Files An 8-K Changes in Registrant’s Certifying Accountant

LivaNova PLC (NASDAQ:LIVN) Files An 8-K Changes in Registrant’s Certifying Accountant
Item 4.01 Changes in Registrant’s Certifying Accountant.

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On March 23, 2018, the Audit and Compliance Committee of the Board of Directors (the “Committee”) of LivaNova PLC (the “Company”) dismissed PricewaterhouseCoopers SpA, an Italian entity (“PwC Italy”), as the Company’s independent registered public accounting firm and separately approved the appointment of PricewaterhouseCoopers LLP, a Delaware limited liability partnership (“PwC USA”). This decision was made by the Committee in connection with the Company’s restructuring and centralization of its accounting and tax functions in its Houston office.

The reports of PwC Italy on the Company’s financial statements for each of the years ended December 31, 2017 and 2016 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 each of the years ended December 31, 2017 and 2016 and during the subsequent interim period through March 23, 2018:

there were no “disagreements” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the instructions to Item 304) between the Company and PwC Italy on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to PwC Italy’s satisfaction would have caused PwC Italy to make reference to the subject matter of the disagreement(s) in connection with its report and

there were no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

The Company has furnished PwC Italy with a copy of the statements made in this Item 4.01 prior to the time this Current Report on Form 8-K was filed with the United States Securities Commission ("SEC"). The Company requested that PwC Italy furnish a letter addressed to the SEC stating whether or not it agrees with the above statements and, if not, stating the respects in which it does not agree.

A copy of PwC Italy’s letter, dated March 26, 2018, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

PwC USA participated in a portion of the audit of the Company’s consolidated financial statements for the years ended December 31, 2017 and December 31, 2016. During the Company’s two most recent years ended December 31, 2017 and December 31, 2016 and in the subsequent interim period through March 23, 2018, other than in the normal course of the audit, neither we nor anyone on our behalf consulted with PwC USA regarding (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 our consolidated financial statements, and neither a written report was provided to us nor oral advice was provided that PwC USA concluded was an important factor considered by us 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 instructions to Item 304) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

Item 9.01 Financial Statements and Exhibits

(d)Exhibits.


LivaNova PLC Exhibit
EX-16.1 2 exhibit161pwcletter.htm EXHIBIT 16.1 Exhibit EXHIBIT 16.1March 26,…
To view the full exhibit click here

About LivaNova PLC (NASDAQ:LIVN)

LivaNova PLC is a medical technology company. The Company operates through three segments: Cardiac Surgery, Cardiac Rhythm Management (CRM) and Neuromodulation. The Cardiac Surgery business unit is engaged in the development, production and sale of cardiovascular surgery products, including oxygenators, heart-lung machines, perfusion tubing systems and systems for autotransfusion and autologous blood washing. The CRM business unit develops, manufactures and markets products for the diagnosis, treatment and management of heart rhythm disorders and heart failure. CRM offers products, including leads and delivery systems, and information systems. The Neuromodulation business unit designs, develops and markets neuromodulation-based medical devices for the treatment of epilepsy and depression. Through the Neuromodulation business unit, the Company markets its implantable VNS Therapy systems that deliver vagus nerve stimulation therapy for the treatment of epilepsy and depression.

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