Following the completion of the 2016 audit, the Audit Committee of Tiptree Inc. (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 Company’s 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 Company’s 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) KPMG’s 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 Company’s internal control over financial reporting as previously reported in the Company’s 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 Company’s internal control over financial reporting as previously reported in the Company’s 2015 10-K.

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. Such letter will be filed as an amendment to this Form 8-K.

(b) Appointment of new independent registered public accounting firm.

On April 20, 2017, the Audit Committee approved the appointment of Deloitte as the Company’s 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 Company’s 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).

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 -0.05 at 7.40 with 24,379 shares trading hands.