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TIPTREE INC. (NASDAQ:TIPT) Files An 8-K Changes in Registrant’s Certifying Accountant

TIPTREE INC. (NASDAQ:TIPT) Files An 8-K Changes in Registrant’s Certifying Accountant

Item 4.01

Changes in Registrants Certifying Accountant.
As previously reported on the Current Report on Form 8-K dated
April 26, 2017, following the completion of the 2016 audit, the
Audit Committee of the Company decided to open the annual selection
process to several other independent registered public accounting
firms. The Audit Committee, with the assistance of management,
performed an evaluation of firms to determine the Company’s
independent auditor for the 2017 fiscal year. As a result of this
process, on April 20, 2017, the Audit Committee approved the
appointment of Deloitte Touche LLP (Deloitte) as the Companys
independent registered public accounting firm for the fiscal year
ending December 31, 2017.
(a) Dismissal of independent registered public accounting firm.
The Audit Committee of the Company will dismiss KPMG LLP (KPMG),
which is currently serving as the Companys independent auditors,
effective upon completion of their review of the Company’s
consolidated financial statements as of and for the three-month
period ended March 31, 2017.
The audit reports of KPMG on the consolidated financial statements
of Tiptree Inc. and subsidiaries as of and for the years ended
December 31, 2016 and 2015 did not contain any adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope, or accounting principles, except as
follows:
(1) KPMGs report on the consolidated financial statements of
Tiptree Inc. and subsidiaries as of and for the year ended December
31, 2015 contained a separate paragraph stating that As discussed
in Note 2 to the consolidated financial statements, the Company has
elected to early adopt ASU 2015-02, Consolidation (Topic 810):
Amendments to the Consolidation Analysis, which resulted in the
deconsolidation of several collateralized loan obligations entities
as of January 1, 2015. and
(2) the identification of material weaknesses in the Companys
internal control over financial reporting as previously reported in
the Companys Annual Report on Form 10-K for the fiscal year ended
December 31, 2015, filed on March 15, 2016 (the 2015 10-K).
During the two fiscal years ended December 31, 2016, and the
subsequent interim period through April 20, 2017, there were no:
(1) disagreements with KPMG on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or
procedures, which disagreements if not resolved to their
satisfaction would have caused them to make reference in connection
with their opinion to the subject matter of the disagreement, or
(2) reportable events, except that KPMG advised the Company on
certain material weaknesses in the Companys internal control over
financial reporting as previously reported in the Companys 2015
10-K.
Following the filing of the Companys Annual Report on Form 10-K for
the fiscal year ended December 31, 2016 (the 2016 10-K), certain
immaterial errors were identified in the financial statements and
related disclosures in the 2016 10-K. The Companys process of
evaluating the impact of the immaterial errors on internal control
over financial reporting as of December 31, 2016 is not yet
complete. The Company is unable to conclude if there are any
additional reportable events until such evaluation is complete.
The Company has requested that KPMG furnish it with a letter
addressed to the Securities and Exchange Commission stating whether
they agree with the above statements. A copy of the letter
furnished in response to that request is filed as Exhibit 16.1
hereto.
(b) Appointment of new independent registered public accounting
firm.
On April 20, 2017, the Audit Committee approved the appointment of
Deloitte as the Companys independent registered public accounting
firm for the fiscal year ending December 31, 2017.
During the years ended December 31, 2016 and 2015 and for the
period from January 1, 2017 to April 20, 2017, neither the Company
nor anyone on its behalf has 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
audit opinion that might be rendered on the Companys consolidated
financial statements, and neither a written report 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 any 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 to Item 304 of Regulation S-K) or a reportable event
(as defined in Item 304(a)(1)(v) of Regulation S-K).
Item 9.01
Financial Statements and Exhibits.
(d) List of Exhibits:
16.1 Letter of KPMG, dated May 10, 2017 addressed to the
Securities and Exchange Commission.

About TIPTREE INC. (NASDAQ:TIPT)
Tiptree Inc., formerly Tiptree Financial Inc., is a diversified holding company that acquires and manages controlling interests of operating businesses. The Company conducts its operations through Tiptree Operating Company, LLC (the Operating Company). It operates through five segments: insurance and insurance services, specialty finance, real estate, asset management, and corporate and other. The insurance and insurance services segment operates through Fortegra Financial Corporation. The specialty finance segment operates through Siena Capital Finance LLC and Luxury Mortgage Corp. The real estate segment operates through Care LLC. The asset management segment operations include Telos Asset Management’s management of collateralized loan obligations and Muni Capital Management’s management of Non-Profit Preferred Funding Trust I. The corporate and other segment operations include Tiptree Direct Holdings LLC (TDH) and Muni Funding Company of America LLC (MFCA). TIPTREE INC. (NASDAQ:TIPT) Recent Trading Information
TIPTREE INC. (NASDAQ:TIPT) closed its last trading session down -0.15 at 6.65 with 10,053 shares trading hands.

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