Altisource Portfolio Solutions S.A. Files 8-K

TL;DR

ASPS filed an 8-K on 12/16 for a material definitive agreement.

AI Summary

On December 16, 2024, Altisource Portfolio Solutions S.A. entered into a material definitive agreement. The filing also includes other events and financial statements/exhibits. The company is incorporated in Luxembourg and its principal executive offices are located at 33, Boulevard Prince Henri, L-1724 Luxembourg.

Why It Matters

This 8-K filing indicates a significant event for Altisource Portfolio Solutions S.A., likely involving a new material definitive agreement that could impact its business operations and financial standing.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or alter existing ones for a company, requiring careful evaluation of the terms and potential impact.

Key Players & Entities

• ALTISOURCE PORTFOLIO SOLUTIONS S.A. (company) — Registrant
• December 16, 2024 (date) — Date of earliest event reported
• Luxembourg (location) — State of incorporation and principal executive offices
• 33, Boulevard Prince Henri, L-1724 Luxembourg (location) — Address of principal executive offices

FAQ

Key Financial Figures

• $1.00 — ange on which registered Common Stock, $1.00 par value ASPS NASDAQ Global Select Ma
• $12.5 million — commitment letter and term sheet for a $12.5 million super senior credit facility (the "Supe
• $58 m — ing debt obligations by an aggregate of $58 million, or 25%, to $172.5 million (upon
• $172.5 million — an aggregate of $58 million, or 25%, to $172.5 million (upon closing of the Transactions), com
• $110 million — ransactions), comprised of (i) an up to $110 million interest-bearing first lien loan (the "
• $50 million — en loan (the "New Debt"), (ii) an up to $50 million non-interest-bearing exit fee (the "Exi
• $18 million — nding debt obligations by approximately $18 million; cash interest reduced by approximately
• $9 million — cash interest reduced by approximately $9 million and PIK interest reduced by approximate
• $1.20 — s of Altisource at an exercise price of $1.20 per share (the "Stakeholder Warrants");
• $30 million — sult in the Company having no less than $30 million of total cash on its balance sheet, sha

Filing Documents

• asps-20241216.htm (8-K) — 61KB
• transactionsupportagreement.htm (EX-10.1) — 351KB
• ex991liabilitymgmttransact.htm (EX-99.1) — 24KB
• investorslides.htm (EX-99.2) — 33KB
• altisourceq220198ka03.jpg (GRAPHIC) — 12KB
• investorslides001.jpg (GRAPHIC) — 69KB
• investorslides002.jpg (GRAPHIC) — 249KB
• investorslides003.jpg (GRAPHIC) — 154KB
• investorslides004.jpg (GRAPHIC) — 189KB
• investorslides005.jpg (GRAPHIC) — 198KB
• investorslides006.jpg (GRAPHIC) — 181KB
• investorslides007.jpg (GRAPHIC) — 173KB
• investorslides008.jpg (GRAPHIC) — 134KB
• investorslides009.jpg (GRAPHIC) — 179KB
• investorslides010.jpg (GRAPHIC) — 186KB
• investorslides011.jpg (GRAPHIC) — 232KB
• investorslides012.jpg (GRAPHIC) — 87KB
• investorslides013.jpg (GRAPHIC) — 78KB
• investorslides014.jpg (GRAPHIC) — 101KB
• investorslides015.jpg (GRAPHIC) — 36KB
• investorslides016.jpg (GRAPHIC) — 144KB
• investorslides017.jpg (GRAPHIC) — 85KB
• investorslides018.jpg (GRAPHIC) — 88KB
• investorslides019.jpg (GRAPHIC) — 73KB
• 0001462418-24-000052.txt ( ) — 4321KB
• asps-20241216.xsd (EX-101.SCH) — 2KB
• asps-20241216_lab.xml (EX-101.LAB) — 21KB
• asps-20241216_pre.xml (EX-101.PRE) — 12KB
• asps-20241216_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement Altisource Portfolio Solutions S.A. ("Altisource", and together with its subsidiaries, the "Company") including its wholly-owned subsidiary, Altisource S. r.l. (the "Borrower") and its subsidiary guarantors, have been in discussions with certain holders (the "Applicable Term Loan Lenders") of term loans (the "Existing Term Loans") under its existing credit agreement, dated as of April 3, 2018, and amended as of February 14, 2023, among the Borrower, Altisource, the lenders from time to time party thereto, and the other parties thereto (as amended, the "Existing Credit Agreement"), concerning potential financing transactions involving the Company. On December 16, 2024, Altisource and the Borrower, the Applicable Term Loan Lenders and lenders holding approximately 99% of the aggregate principal amount of the Existing Term Loans entered into a transaction support agreement (together with all exhibits, annexes and schedules thereto, the "Agreement") setting forth the principal terms of, among other things, a proposed exchange, amendment and maturity extension transaction of the Company's Existing Term Loans, subject to certain terms and conditions, negotiation of, agreement upon and execution of definitive agreements, and necessary approvals by the Company's Board of Directors and its shareholders. In connection with entering into the Agreement, the Company also executed a commitment letter and term sheet for a $12.5 million super senior credit facility (the "Super Senior Facility") to fund transaction costs and for general corporate purposes. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Existing Credit Agreement and the Agreement and the commitment letter and term sheet related to the Super Senior Facility. The Agreement contemplates certain actions, including, among other items: the reduction in the Company's current outstanding debt obligations by an a

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements that involve a number of risks and uncertainties. These forward-looking statements include all statements that are not historical fact, including statements that relate to, among other things, future events or our future performance or financial condition, including without limitation, statements relating to the Company's entry into definitive documentation and consummating the transactions contemplated by the Agreement, as well as the number of shares for which the Stakeholder Warrants may be exercisable. These statements may be identified by words such as "anticipate," "intend," "expect," "may," "could," "should," "would," "plan," "estimate," "seek," "believe," "potential" or "continue" or the negative of these terms and comparable terminology. Such statements are based on expectations as to the future and are not statements of historical fact. Furthermore, forward-looking statements are not guarantees of future performance and involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially. Important factors that could cause actual results to differ materially from those suggested by the forward-looking statements include, but are not limited to, the risks discussed in Item 1A of Part I "Risk Factors" in our Form 10-K filing with the Securities and Exchange Commission, as the same may be updated from time to time in our Form 10-Q filings. We caution you not to place undue reliance on these forward-looking statements which reflect our view only as of the date of this report. We are under no obligation (and expressly disclaim any obligation) to update or alter any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or change in events, conditions or circumstances on which any such statement is based. The risks and uncertainties to which forward-looking statements are subje

01 Other Events

Item 8.01 Other Events. On December 16, 2024, the Company issued a press release announcing the Company's entry into the Agreement and the contemplated Transactions. A copy of the press release is attached hereto as Exhibit 99.1. Additionally, the Company has made available on its corporate website ( www.altisource.com ) an investor presentation (the "Presentation") providing additional information regarding the contemplated Transactions. The Company intends to use the Presentation time to time in conversations with investors, analysts and others. A copy of the Presentation is attached hereto as Exhibit 99.2 and is incorporated herein by reference. The Presentation will be available on the Company's website in the Investor Relations section. The Company undertakes no duty or obligation to publicly update or revise the information contained in the Presentation, except as required by law. References to information included on, or accessible through, the Company's website do not constitute incorporation by reference of the information contained at or available through such website, and you should not consider such information to be part of this Current Report on Form 8-K.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description Exhibit 10.1 Transaction Support Agreement (including the Term Sheet) dated as of December 16 , 2024 Exhibit 99.1 Press release issued by Altisource Portfolio Solutions S.A. dated December 16, 2024 Exhibit 99.2 Investor Presentation dated December 17, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE 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. Date: December 16, 2024 Altisource Portfolio Solutions S.A. By: /s/ Michelle D. Esterman Name: Michelle D. Esterman Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR