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SFX ENTERTAINMENT : Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits (form 8-K)

04/24/2015 | 04:10pm US/Eastern
Item 4.01                      Change in Registrant's Certifying Accountant



On April 23, 2015, the Audit Committee (the "Audit Committee") of the Board of Directors of SFX Entertainment, Inc., a Delaware corporation (the "Company"), approved the engagement of BDO USA, LLP ("BDO") as the Company's independent registered public accounting firm for the Company's fiscal year ended December 31, 2015, effective immediately, and thereby ended its audit relationship with Ernst & Young LLP ("E&Y").

E&Y's audit reports on the Company's consolidated financial statements as of and for the fiscal years ended December 31, 2014 and 2013 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, 2014, and 2013, and the subsequent interim periods through April 23, 2015, there were (i) no disagreements between the Company and E&Y on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to E&Y's satisfaction, would have caused E&Y to make reference thereto in their reports on the financial statements for such years, and (ii) no "reportable events" within the meaning of Item 304(a)(1)(v) of Regulation S-K.

The Company provided E&Y with a copy of the disclosures it is making in this Current Report on Form 8-K and requested that E&Y furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made herein. A copy of E&Y's letter dated April 23, 2015, is filed as Exhibit 16.1 hereto.

During the fiscal years ended December 31, 2014, and 2013, and the subsequent interim periods through April 23, 2015, neither the Company nor anyone acting on its behalf has consulted with BDO regarding (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report or oral advice was provided to the Company that BDO concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K, or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K. Notwithstanding the foregoing, BDO (i) provided limited internal audit services to the Company during the fiscal year ended December 31, 2014, (ii) was the auditor of the Company's predecessor, Dayglow LLC and certain affiliates and in such capacity provided audit reports for such company as of and for the fiscal years and periods ended December 31, 2010, December 31, 2011 and July 31, 2012, and (iii) was the auditor of certain other businesses acquired by the Company for periods prior to such acquisition dates.


Item 9.01                      Financial Statements and Exhibits.



(d) Exhibits



No.                        Description

16.1*   Letter of Ernst & Young LLP, dated April 23, 2015




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*                     Filed herewith.



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