Item 1.02 Termination of a Material Definitive Agreement
Effective December 1, 2021, Altisource Portfolio Solutions S.A. (the
"Registrant" and together with its subsidiaries, the "Company") and its wholly
owned subsidiary, Altisource S.à r.l. ("Altisource"), terminated the $15,000,000
revolving credit facility (the "Revolving Credit Facility") under the credit
agreement with Morgan Stanley Senior Funding, Inc., as administrative agent and
collateral agent, and certain lenders, dated April 3, 2018 (as amended, the
"Credit Agreement"). The termination of the Revolving Credit Facility does not
impact the remainder of the Credit Agreement nor the current borrowings
thereunder.
At the time of termination, there were no borrowings outstanding under the
Revolving Credit Facility.
The foregoing description of the Credit Agreement is qualified in its entirety
by reference to the full text of the Credit Agreement, filed as Exhibit 10.1 to
the Registrant's Current Report on Form 8-K dated April 4, 2018 and as Exhibit
10.3 to the Quarterly Report on Form 10-Q for the quarterly period ended June
30, 2018, and incorporated in this Report by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets
As previously disclosed, on October 6, 2021 Altisource and other shareholders of
Pointillist, Inc. ("Pointillist") entered into a definitive Stock Purchase
Agreement (as amended, the "SPA") to sell all of the equity interests in
Pointillist to Genesys Cloud Services, Inc. ("Genesys") for $150 million (the
"Purchase Price") (the "Transaction"). The Purchase Price consists of (1) an
up-front payment of $144.5 million, subject to certain adjustments, (2) $0.5
million deposited into an escrow account to be used to satisfy potential
deficits between estimated closing date working capital and actual closing date
working capital (the "Working Capital Escrow"), with excess amounts remaining
after satisfying such deficits (if any) being paid to the sellers, and (3) $5.0
million deposited into an escrow account to satisfy certain Genesys
indemnification claims that may arise on or prior to the first anniversary of
the sale closing and, at Genesys' election, any working capital deficits that
exceed the Working Capital Escrow (the "Indemnification Escrow"), with the
balance to be paid to the sellers thereafter.
On December 1, 2021, the shareholders of Pointillist completed the Transaction
(the "Closing Date"). On a fully diluted basis, Altisource owned approximately
69% of the equity of Pointillist as of the closing. After working capital and
other applicable adjustments, Altisource received approximately $106.0 million
from the sale of its Pointillist equity and the collection of outstanding
receivables, with $102.2 million received at closing, approximately $0.3 million
deposited into the Working Capital Escrow and approximately $3.5 million
deposited into the Indemnification Escrow.
Altisource estimates that it will recognize a pre-tax and after-tax gain of
approximately $107 million from the sale before any potential reduction of
goodwill. Altisource intends to use approximately $20 million of the proceeds
from the sale to repay the outstanding balance on its revolving line of credit
with STS Master Fund, Ltd. This revolving line of credit will remain available
to Altisource according to its terms.
Altisource anticipates using the remainder of the Transaction proceeds for
general corporate purposes.
The foregoing description of the SPA and the transactions contemplated thereby
is qualified in its entirety by reference to the full text of the SPA, filed as
Exhibit 2.1 to the Registrant's Current Report on Form 8-K dated October 6, 2021
and incorporated in this Report by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On March 11, 2021, the Registrant announced certain cost reduction measures to
address potential impacts related to the COVID-19 pandemic, including a
temporary reduction of the base salary of the Chairman and Chief Executive
Officer (the "CEO"), the Chief Financial Officer and certain other CEO direct
reports.
Effective December 1, 2021, the Company reinstated the compensation associated
with previously disclosed base salary reductions for the CEO, the Chief
Financial Officer and certain other CEO direct reports.
Item 7.01 Regulation FD Disclosure
On December 1, 2021, the Company issued a press release announcing the
completion of the Transaction. A copy of the press release is attached as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference
herein. The information set forth in this Item 7.01 and Exhibit 99.1 shall not
be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), nor shall they be deemed to be
incorporated by reference in any filing under the

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Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. Item 9.01 Financial Statements And Exhibits (d) Exhibits


           Exhibit No.           Description
             Exhibit 99.1          Press Release dated December 1, 2021

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