Altisource Portfolio Solutions (ASPS) Proxy Filing summary

Executive summary

• Proposals seek approval for a major recapitalization, including debt-for-equity exchange, new debt facilities, and issuance of warrants to offset dilution for existing stakeholders.

• Transactions aim to reduce outstanding debt by 25%, lower annual interest expense by $18 million, and extend debt maturity to 2030.

• Recapitalization is expected to strengthen the balance sheet, improve cash flow, and provide time for market normalization and business growth.

• If proposals are not approved, the company faces higher debt costs, potential going concern issues, and risk to client and employee retention.

Voting matters and shareholder proposals

• Extraordinary Meeting: Amend Articles to cancel nominal value and reduce par value of shares, and increase authorized shares from 100M to 250M.

• Special Meeting: Approve issuance of up to 63.5% of post-transaction shares to lenders in exchange for $72.8M of debt, and increase equity incentive plan reserve by 4.6M shares.

• All proposals are interdependent; failure of any will prevent transaction completion.

• Board unanimously recommends voting FOR all proposals.

Board of directors and corporate governance

• Lenders holding up to 40% of post-transaction shares may nominate two board members.

• Board authorized to issue shares, warrants, and options for five years without further shareholder approval, subject to legal limits.

• Minimum stock ownership requirements in place for non-management directors.