SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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Item 4.01 Changes in Registrant’s Certifying Accountant
Resignation of Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft
On February 18, 2021, Orion Engineered Carbons, S.A. (the “Company”) with approval of its Board of Directors accepted the resignation of Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft (“EY GmbH”), located in Cologne, Germany, as the Company’s independent registered public accounting firm for all matters not required by Luxembourg law, effective upon filing of the Company’s Form 10-K for the fiscal year ended December 31, 2020. The decision of the Company was made in connection with the appointment of Ernst & Young LLP (“EY LLP”), a U.S.-based affiliate of EY GmbH, as the Company’s new auditor for all matters not required by Luxembourg law as described below, in order to further align the Company’s audit services with other non-audit services being provided by EY LLP in the United States.
During the Company’s two most recent fiscal years ended December 31, 2020 and December 31, 2019, there were (i) no disagreements (as described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with EY GmbH on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which if not resolved to EY GmbH’s satisfaction, would have caused EY GmbH to make reference to the subject matter of the disagreements in its reports on the Company’s consolidated financial statements for such years, and (ii) no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K.
EY GmbH audit reports on the Company’s consolidated financial statements for each of the two most recent fiscal years ended December 31, 2020 and December 31, 2019 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.
The Company provided EY GmbH with a copy of the disclosures in this Current Report on Form 8-K prior to filing this Current Report on Form 8-K with the Securities and Exchange Commission (the “SEC”). The Company has requested that EY GmbH furnish a letter addressed to the SEC stating whether or not EY GmbH agrees with the statements above. A copy of EY GmbH’s letter dated February 19, 2021 is filed as Exhibit 16.1 to this Current Report on Form 8-K.
EY GmbH will continue to provide permissible tax, attestation and related services for the Company and its subsidiaries.
Appointment of Ernst & Young LLP
Effective upon filing of the Company’s Form 10-K for the fiscal year ended December 31, 2020 , Orion Engineered Carbons, S.A. with approval of its Board of Directors appointed Ernst & Young LLP (“EY LLP”) located in Houston, TX as the Company’s independent registered public accounting firm for all matters not required by Luxembourg law for the Company’s fiscal year ended December 31, 2021. This decision is subject to the ratification by the shareholders in the upcoming Annual General Meeting of the Company.
During the Company’s two most recent fiscal years ended December 31, 2020 and December 31, 2019, neither the Company nor anyone acting on its behalf has consulted with EY LLP regarding either: (i) the application of accounting principles to a specific transaction, 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 EY LLP 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) or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K).
EY LLP has been engaged for general audit and review services and not because of any particular transaction or accounting principle, or because of any disagreement with EY GmbH.
Item 9.01 Financial Statements and Exhibits
|16.1||Letter from Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document).|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Orion Engineered Carbons S.A.|
|By:||/s/ Lorin Crenshaw|
|Name: Lorin Crenshaw|
|Title: Chief Financial Officer|
Date: February 19, 2021