Altisource Announces it (1) Anticipates the Record Date to Receive Stakeholder Warrants in Connection With the Previously Announced Debt Exchange Transaction to be February 14, 2025 (2) Entered Into Voting Support Agreements in Favor of Proposals Relating
17 January 2025 - 3:01AM
Altisource Portfolio Solutions S.A. (“Altisource” or the “Company”)
(NASDAQ: ASPS), a leading provider and marketplace for the real
estate and mortgage industries, today announced that it anticipates
holders of Altisource’s common stock, restricted share units and
existing penny warrants (“Existing Warrants”), in each case, of
record as of February 14, 2025 will receive warrants to purchase
approximately 3.25 shares of Altisource common stock at an exercise
price of $1.20 per share (the “Warrants”) for each share of common
stock, restricted share unit and share of common stock issuable
upon exercise of Existing Warrants. The Warrants are a component of
the previously announced anticipated exchange, amendment and
maturity extension transaction of the Company’s term loans and
certain other transactions (collectively, the “Transactions”)
contemplated by the Transaction Support Agreement the Company and
its wholly owned subsidiary, Altisource S.À R.L., entered into on
December 16, 2024 with holders of approximately 99% of the total
outstanding principal amount of the Company’s outstanding term
loans. Issuance of the Warrants is subject to shareholder approval
of each of the proposals (the “Proposals”) set forth in the
Company’s definitive Proxy Statement on Schedule 14A filed with the
Securities and Exchange Commission on January 3, 2025 (the “Proxy
Statement”) and the closing of the Transactions.
The Company has also entered into voting and
support agreements with shareholders holding approximately 53% of
the Company’s outstanding common stock as of the record date for
the Company’s meetings of shareholders to approve the Proposals.
Pursuant to these agreements, the shareholders have agreed to vote
their shares in favor of each of the Proposals.
The closing of the Transactions is subject to
certain terms and conditions, negotiation of, agreement upon and
execution of definitive agreements, approval of the Company’s Board
of Directors and shareholder approval of the Proposals, as
necessary.
Forward-Looking Statements
This press release 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, the expected record date for the distribution of Warrants,
the number of shares issuable upon exercise of the Warrants and the
closing of the Transactions. 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” of our Form 10-K for the year ended December
31, 2023 filed with the Securities and Exchange Commission on March
7, 2024, as the same may be updated from time to time in our
subsequent 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 press release. 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 subject include, but are not limited to, risks
related to customer concentration, the timing of the expiration of
certain governmental and servicer foreclosure and eviction
moratoriums and forbearance programs and the anticipated increase
in default related referrals (if any) following the same, and any
other delays occasioned by government, investor or servicer
actions, the use and success of our products and services, our
ability to retain existing customers and attract new customers and
the potential for expansion or changes in our customer
relationships, technology disruptions, our compliance with
applicable data requirements, our use of third party vendors and
contractors, our ability to effectively manage potential conflicts
of interest, macro-economic and industry specific conditions, our
ability to effectively manage our regulatory and contractual
obligations, the adequacy of our financial resources, including our
sources of liquidity and ability to repay borrowings and comply
with our debt agreements, including the financial and other
covenants contained therein, as well as Altisource’s ability to
retain key executives or employees, behavior of customers,
suppliers and/or competitors, technological developments,
governmental regulations, taxes and policies, and the risks and
uncertainties related to completion of the Transactions on the
anticipated terms or at all, including the negotiation of and entry
into the definitive agreements and the satisfaction of the closing
conditions of such definitive agreements, including the obtaining
of the required shareholder approval of the Proposals. We undertake
no obligation to update these statements, scenarios and projections
as a result of a change in circumstances, new information or future
events, except as required by law.
About Altisource
Altisource Portfolio Solutions S.A. is an
integrated service provider and marketplace for the real estate and
mortgage industries. Combining operational excellence with a suite
of innovative services and technologies, Altisource helps solve the
demands of the ever-changing markets we serve. Additional
information is available at www.Altisource.com.
Additional Information and Where to Find
It
Altisource has filed a definitive proxy
statement (the “Proxy Statement”) with the SEC in connection with
its solicitation of proxies for its Extraordinary General Meeting
of Shareholders (the “Extraordinary Meeting,”) and Special General
Meeting of Shareholders (the “Special Meeting,” and together with
the Special Meeting, the “Meetings”). The Proxy Statement has been
made available to Altisource’s shareholders. Altisource’s
shareholders are strongly encouraged to read the Proxy Statement
and any other relevant documents that are filed or will be filed
with the SEC, as well as any amendments or supplements to these
documents when they become available, carefully and in their
entirety because they contain or will contain important information
about the proposed Transactions and related matters.
Stockholders may obtain the Proxy Statement, any amendments or
supplements to the proxy statement and other documents as and when
filed by Altisource with the SEC without charge from the SEC’s
website at www.sec.gov or from the Investor Relations section of
Altisource’s website at
https://ir.altisource.com/financial-information.
Website References
References to information included on, or
accessible through, websites do not constitute incorporation by
reference of the information contained on or available through such
websites, and you should not consider such information to be part
of this press release.
Disclaimer
This press release does not constitute an offer
to sell or the solicitation of an offer to buy any securities of
the Company.
FOR FURTHER INFORMATION CONTACT:
Michelle D. EstermanChief Financial OfficerT: (770) 612-7007E:
Michelle.Esterman@altisource.com
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