UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549 

FORM 8-K 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 12, 2020

TETRA Technologies, Inc.

(Exact Name of Registrant as Specified in Charter) 

24955 Interstate 45 North

The Woodlands, Texas 77380

(Address of Principal Executive Offices, and Zip Code)

(281) 367-1983

Registrant’s Telephone Number, Including Area Code

(Former Name or Former Address, if Changed Since Last Report) 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Item 4.01 Changes in Registrant’s Certifying Accountant.

(a)           On June 12, 2020, the Audit Committee (the “Committee”) of the Board of Directors of TETRA Technologies, Inc., a Delaware corporation (“TETRA”), approved the dismissal of Ernst & Young LLP (“Ernst & Young”) as the TETRA’s independent registered public accounting firm.  On June 15, 2020, Management of TETRA notified Ernst & Young that it would be dismissed as the independent registered public accounting firm of TETRA effective immediately.

The audit reports of Ernst & Young on TETRA’s consolidated financial statements as of and for the years ended December 31, 2019 and 2018 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.  During the fiscal years ended December 31, 2019 and 2018, and through June 12, 2020, there were no (a) disagreements (as that term is used in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) with Ernst & Young on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which, if not resolved to the satisfaction of Ernst & Young, would have caused it to make reference to the subject matter in their reports; or (b) reportable events (as described in Item 304(a)(1)(v) of Regulation S-K).

TETRA provided Ernst & Young with a copy of the foregoing disclosures on this Current Report on Form 8-K and requested that Ernst & Young furnish TETRA with a letter addressed to the United States Securities and Exchange Commission (the “Commission”) stating whether it agrees with the above statements, and if not, stating the respects in which it does not agree.  A copy of that letter, dated June 18, 2020, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

(b)           On June 12, 2020, following a competitive tender process, the Audit Committee approved the appointment of Grant Thornton LLP (“Grant Thornton”) as TETRA’s independent registered public accounting firm beginning with TETRA’s second quarter ending June 30, 2020, effective immediately.   During the years ended December 31, 2019 and 2018, and through June 12, 2020, TETRA did not consult with Grant Thornton with respect to (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might have been rendered on TETRA’s consolidated financial statements; or (b) any matters that were either the subject of a disagreement (as that term is used 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 described in Item 304(a)(1)(v) of Regulation S-K).

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is furnished as an exhibit to this Current Report on Form 8-K:

SIGNATURES

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.

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