Altisource Announces Proposed Warrant Distribution For Shareholders, With Record Date Set For February 14, 2025; Includes Cash And Cashless Exercise Options

Author: Benzinga Newsdesk | February 04, 2025 05:09pm

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 a proposed issuance under Luxembourg law under the authorized share capital mechanism, which is more commonly referred to as a distribution in the United States (the "Warrant Distribution"), of transferable Warrants (as defined below) to holders (collectively, the "Stakeholders") of Altisource's (i) common stock (the "Common Stock"), (ii) restricted share units ("RSUs") and (iii) outstanding warrants to purchase shares of Common Stock at an exercise price of $0.01 per share ("Existing Warrants"), in each case, as of 5:00 p.m., New York City time, on February 14, 2025 (the "Distribution Record Date"). The Warrant Distribution is contingent upon, among other things, approval by the Company's shareholders of the proposals set forth in the Company's definitive proxy statement on Schedule 14A filed with the SEC on January 3, 2025 (the "Proxy Statement") and the consummation of the transactions contemplated by that certain previously disclosed Transaction Support Agreement (the "Transactions"), which Transactions are summarized in the Proxy Statement.

Subject to the right of the board of directors of the Company (the "Board") to change the Distribution Record Date, the Warrant Distribution shall occur on a date to be subsequently determined by the Board that will be within 60 days after the Distribution Record Date (i.e., by April 15, 2025) (such date as determined by the Board, the "Distribution Date"). In the event the Company's shareholders do not approve the Proposals or the Transactions are not completed, the Warrant Distribution will not be consummated.

Summary of Certain Terms of the Warrants

The Warrant Distribution will include two types of warrants:

• warrants to purchase shares of Common Stock requiring cash settlement through the cash payment to the Company of the exercise price (the "Cash Exercise Stakeholder Warrants"); and
• warrants to purchase shares of Common Stock exercisable on a cashless basis (the "Net Settle Stakeholder Warrants", and together with the Cash Exercise Stakeholder Warrants, the "Warrants" and each a "Warrant").

Pursuant to the Warrant Distribution, each Stakeholder is expected to receive:

• one Cash Exercise Stakeholder Warrant to purchase 1.625 shares of Common Stock for each (a) share of Common Stock held as of the Distribution Record Date, (b) RSU held as of the Distribution Record Date and (c) share of Common Stock that could be acquired upon exercise of Existing Warrants held as of the Distribution Record Date; and
• one Net Settle Stakeholder Warrant to purchase 1.625 shares of Common Stock for each (a) share of Common Stock held as of the Distribution Record Date, (b) RSU held as of the Distribution Record Date and (c) share of Common Stock that could be acquired upon exercise of Existing Warrants held as of the Distribution Record Date.

Each Warrant entitles the holder thereof to purchase from the Company 1.625 shares, subject to certain adjustments, of Common Stock at an initial Exercise Price of $1.95 per Warrant (initially equal to $1.20 per share of Common Stock). The Company will not issue fractional shares of Common Stock or pay cash in lieu thereof. If a Stakeholder would otherwise be entitled to receive fractional shares of Common Stock upon exercise of Warrants, the Company will first aggregate the total number of shares Common Stock a Stakeholder would receive upon exercise of the Cash Exercise Stakeholder Warrants or the Net Settle Stakeholder Warrants, as applicable, and then round down the total number of shares of Common Stock to be issued to the Stakeholder to the nearest whole number.

The Company intends to apply to list the Cash Exercise Stakeholder Warrants and the Net Settle Stakeholder Warrants on the Nasdaq Global Select Market. However, there can be no assurance that these applications will be approved.

Posted In: ASPS