Altisource Portfolio Solutions (ASPS) Proxy Filing summary

Executive summary

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

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

• Management and key stakeholders will receive new equity incentives and warrants, aligning interests and supporting long-term growth.

• The transaction is contingent on approval of all proposals; failure to approve may result in higher debt costs and potential going concern risks.

Voting matters and shareholder proposals

• Extraordinary Meeting: Proposals to cancel nominal value and reduce par value of shares, increase authorized shares from 100M to 250M, and renew board authority to issue shares and instruments for five years.

• Special Meeting: Proposals to approve debt-for-equity stock issuance and amend the 2009 Equity Incentive Plan to increase reserved shares by 4,645,875.

• All proposals are interdependent; if any fail, the recapitalization will not proceed.

Board of directors and corporate governance

• Certain lenders will have the right to nominate two board members post-transaction, provided their pro forma ownership does not exceed 40%.

• Board compensation includes equity and cash, with minimum stock ownership requirements for non-management directors.