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): February 21, 2020 (February 21, 2020)
ALTISOURCE ASSET MANAGEMENT CORPORATION
(Exact name of Registrant as specified in its charter)
United States Virgin Islands | 001-36063 | 66-0783125 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
5100 Tamarind Reef
Christiansted, United States Virgin Islands 00820
(Address of principal executive offices including zip code)
(340) 692-0525
(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:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ 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 ¨
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. ¨
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common stock, par value $0.01 per share | AAMC | NYSE American |
Item 7.01 | Regulation FD Disclosure. | |
Between January 31, 2020 and February 3, 2020, Altisource Asset Management Corporation (the “Company”) received purported notices from holders of its Series A Convertible Preferred Stock (the “Series A Preferred Shares”) requesting that the Company redeem an aggregate of $250,000,000 liquidation preference of its Series A Preferred Shares on March 15, 2020.
On February 21, 2020, the Company delivered a letter in response to the holders who delivered the purported notices stating that, pursuant to the Certificate of Designations of the Series A Preferred Shares, the Company will not provide such holders a notice of a redemption or redeem all, but not less than all, of their outstanding Series A Preferred Shares on March 15, 2020 due to a lack of legally available funds. A copy of the letter is attached to this Current Report on Form 8-K as Exhibit 99.1.
The information set forth in this Item 7.01 and in Exhibit 99.1 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the 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 | |
Letter Re: Holder Notices, dated February 21, 2020. | ||
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Altisource Asset Management Corporation | ||
February 21, 2020 | By: | /s/ Indroneel Chatterjee |
Indroneel Chatterjee Co-Chief Executive Officer | ||
Exhibit 99.1
Altisource Asset Management Corporation
5100 Tamarind Reef
Christiansted, USVI 00820
February 21, 2020
To the holders of our
Series A Convertible Preferred Stock
listed on Annex I hereto.
Re: Holder Notices
Ladies and Gentlemen:
Reference is hereby made to the Certificate of Designations (“Certificate”) relating to the Series A Convertible Preferred Stock (“Series A Preferred Shares”) of Altisource Asset Management Corporation (“Corporation”). Capitalized terms used but not defined herein shall have the meanings set forth in the Certificate.
Between January 31, 2020 and February 3, 2020, the Corporation received purported Holder Redemption Notices from holders of our Series A Preferred Shares requesting that the Corporation redeem an aggregate of $250,000,000 liquidation preference of its Series A Preferred Shares on March 15, 2020. The Corporation does not have legally available funds to redeem all, but not less than all, of the outstanding Series A Preferred Shares held by the holders who delivered such purported Holder Redemption Notices on the March 15, 2020 Redemption Date. Therefore, pursuant to Section 5(b) of the Certificate, the Corporation will not provide such holders a notice of a Holder Redemption Date or redeem all such outstanding Series A Preferred Shares on the March 15, 2020 Redemption Date.
The Corporation hereby reserves all rights, remedies, powers, privileges, claims or causes of action of the Corporation arising under the Certificate, the Securities Purchase Agreement, dated March 13, 2014, by and among the Corporation and each investor identified therein, and under applicable law or in equity. This letter does not waive, and the Corporation has not waived, any such rights, remedies, powers, privileges, claims or causes of action.
This letter shall be governed by, and construed in accordance with, the laws of the United States Virgin Islands.
Please direct any questions to Stephen H. Gray at stephen.gray@altisourceamc.com.
This letter has been issued by: Altisource Asset Management Corporation, issuer of the Series A Preferred Shares.
Sincerely,
Altisource Asset Management Corporation
By: /s/ Stephen H. Gray
Name: Stephen H. Gray
Title: General Counsel and Secretary
Annex I
Bay Pond Investors (Bermuda) L.P.
Bay Pond Partners, L.P.
Citco Global Custody (NA) N.V. Ref 413101 LSV Special Opportunities SPV V, Ltd.
Citgo Global Custody (NA) N.V. Ref 413283 Madison Acquisition 55, L.P.
Ithan Creek Master Investors (Cayman) L.P.
Luxor Capital Partners Offshore Master Fund, LP
Luxor Capital Partners, LP
Luxor Spectrum, LLC
Luxor Wavefront, LP
Putnam Capital Spectrum Fund, a series of Putnam Funds Trust
Putnam Equity Spectrum Fund, a series of Putnam Funds Trust
Thebes Offshore Master Fund, LP