UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): November 26, 2018
ALTISOURCE PORTFOLIO SOLUTIONS S.A.
(Exact name of Registrant as specified in its Charter)
Luxembourg | 001-34354 | 98-0554932 | ||||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||
40, avenue Monterey
L-2163 Luxembourg
Grand Duchy of Luxembourg
(Address of principal executive offices including zip code)
+352 2469 7900
(Registrant’s telephone number, including area code)
NOT APPLICABLE
(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):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o |
Item 7.01 Regulation FD Disclosure.
Altisource Portfolio Solutions S.A. (“Altisource” or the “Company”) issued a press release announcing its plans to discontinue the Company’s Buy-Renovate-Lease-Sell business and repay $50.0 million of its debt. The Company also disclosed fourth quarter 2018 share repurchases through November 23, 2018 and details of a fourth quarter 10b-5 stock repurchase plan. A copy of the press release issued by Altisource is attached hereto as Exhibit 99.1.
On November 13, 2018, Altisource and New Residential Investment Corp. entered into an amendment (the “Amendment”) to the previously disclosed non-binding letter of intent dated August 28, 2017 to enter into a Services Agreement (as previously amended, the “Services LOI”), as the parties continue to negotiate the Services Agreement. The Amendment extends the term of the Services LOI through December 15, 2018.
The Company is furnishing this Form 8-K pursuant to Item 7.01, “Regulation FD Disclosure.” Consequently, the information contained in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that Section. It may only be incorporated by reference in another filing under the Securities Exchange Act of 1934 or Securities Act of 1933 if such subsequent filing specifically references this Item 7.01 of this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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: November 26, 2018
Altisource Portfolio Solutions S.A. | |||
By: | /s/ William B. Shepro | ||
Name: | William B. Shepro | ||
Title: | Chief Executive Officer | ||
Exhibit 99.1
 | |
FOR IMMEDIATE RELEASE | FOR FURTHER INFORMATION CONTACT: |
Michelle D. Esterman | |
Chief Financial Officer | |
T: +352 2469 7950 | |
E: Michelle.Esterman@altisource.com | |
ALTISOURCE ANNOUNCES PLANS TO DISCONTINUE ITS BUY-RENOVATE-LEASE-SELL BUSINESS AND REPAY $50 MILLION OF DEBT
Luxembourg, November 26, 2018 - Altisource Portfolio Solutions S.A. (“Altisource” or the “Company”) (NASDAQ: ASPS) today announced its plans to sell its short-term investments in real estate (“BRS Inventory”) and discontinue the Company’s Buy-Renovate-Lease-Sell (“BRS”) business. Altisource’s BRS business is a component of the Real Estate Investor Solutions business and focuses on buying, renovating, leasing and selling single-family homes to real estate investors. The BRS business generated $20.3 million of service revenue in the nine months ended September 30, 2018. As of September 30, 2018, the Company had $51.7 million of BRS Inventory.
In anticipation of receiving the majority of the proceeds from the sale of the BRS Inventory over the fourth quarter of 2018 and the first quarter of 2019, the Company plans to repay $50.0 million of its debt in the fourth quarter of 2018, bringing the pro-forma outstanding balance of the debt to $338.8 million. In addition, the Company has a 10b-5 stock repurchase plan in place that extends through December 31, 2018 (“Plan”). Under the terms of the Plan, the Company is repurchasing between $0 and $400,000 of Altisource shares per trading day based upon the Company’s share price. In the fourth quarter through November 23, 2018, the Company has repurchased 373,750 shares.
“In connection with Project Catalyst, the Company is working to streamline our operations with a focus on our larger opportunities. With the recent sale of the Rental Property Management business to Front Yard Residential Corp. (“RESI”) and RESI’s sale of most of its REO and non-performing loans, we believe it is the right time to exit this smaller operation and use the capital invested in BRS Inventory to reduce our debt. Further, given where Altisource’s shares are trading, we believe repurchasing shares represents an attractive use of capital,” said Chief Executive Officer William B. Shepro.
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 about management’s beliefs and expectations. These statements may be identified by words such as “anticipate,” “intend,” “expect,” “may,” “could,” “should,” “would,” “plan,” “estimate,” “seek,” “believe,” “potential” and similar expressions. Forward-looking statements are based on management’s beliefs as well as assumptions made by and information currently available to management. Because such statements are based on expectations as to the future and are not statements of historical fact, actual results may differ materially from what is contemplated by the forward-looking statements. Altisource undertakes no obligation to update any forward-looking statements whether as a result of new information, future events or otherwise. The risks and uncertainties to which forward-looking statements are subject include, but are not limited to, risks relating to the our ability to properly manage the discontinuation of the Real Estate Investor Solutions business and sell the BRS inventory for an acceptable price; various risks relating to 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 Credit Agreement, including the financial and other covenants contained therein; and
other risks and uncertainties detailed in the “Forward-Looking Statements,” “Risk Factors” and other sections of Altisource’s Form 10-K and other filings with the Securities and Exchange Commission.
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.