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Item 4.01.
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Changes in Registrant’s Certifying Accountant
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(a) Dismissal of Existing Independent Registered Public Accounting Firm
On September 7, 2021, Cincinnati Bell Inc. (the “Company”), completed a going-private merger transaction with Red Fiber Parent LLC, a Delaware limited liability company (“Parent”), and RF Merger Sub Inc., an Ohio Corporation and directly wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub merged with, and into, the Company, with the Company as (i) the surviving person and (ii) a direct, wholly-owned
subsidiary of Parent.
In light of the foregoing, on January 20, 2022, upon approval by the Audit Committee and the Board of Directors, the Company dismissed Deloitte & Touche LLP (“Deloitte”) as its independent registered public accounting firm.
Deloitte’s reports on the Company’s consolidated financial statements for its fiscal years ended December 31, 2020 and 2019 did not contain any adverse opinion or disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope or accounting principles.
During the Company’s fiscal years ended December 31, 2020 and 2019, and through January 20, 2022: (i) there were no disagreements between the Company and Deloitte on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Deloitte’s satisfaction, would have caused it to make reference to the subject matter of the disagreements in connection with any reports on the financial statements for such years; and (ii) there were no reportable events as defined in item 304(a)(1)(v) of Regulation S-K.
The Company has provided Deloitte with a copy of the disclosures required by Item 304(a) of Regulation S-K contained in this Current Report on Form 8-K (this “Form 8-K”), and has requested that Deloitte furnish the Company with a letter addressed to the U.S. Securities and Exchange Commission stating whether it agrees with the statements made by the Company in this Form 8-K and, if not, stating the respects in which it does not agree. A copy of Deloitte’s letter, dated January 24, 2022, is filed as Exhibit 16.1 to this Form 8-K.
(b) Appointment of New Independent Registered Public Accounting Firm
In considering the appointment of a new auditor, the Company identified firms it believed were qualified to serve as auditor for a Company with the size and complexity of Cincinnati Bell, Inc. In each case the Company identified issues that might impact the independence of the qualified firm.
The Audit Committee considered these issues carefully in choosing a new auditor. On January 14, 2022, the Audit Committee approved, effective immediately, the engagement of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm as of and for the year ending December 31, 2021.
As part of this engagement acceptance process, the Company and PwC identified a non-audit service PwC performed for the Company that is inconsistent with the SEC and PCAOB auditor independence rules.
From February 1, 2021 through May 7, 2021, Hawaiian Telcom Communications, Inc., a wholly owned subsidiary of the Company, engaged PwC to provide post-implementation support services in connection with its implementation of a third party software solution, which included the performance of certain employee activities, deemed a management function pursuant to Rule 2-01(c)(4)(vi) of Regulation S-X under the SEC’s auditor independence rules. PwC’s fees associated with this service were approximately $11,400.
