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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 18,
2021 (February 17, 2021)
ALTISOURCE ASSET MANAGEMENT CORPORATION
(Exact name of Registrant as specified in its charter)
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U.S. Virgin Islands |
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001-36063
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66-0783125 |
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(State or other jurisdiction of incorporation or
organization) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
5100 Tamarind Reef
Christiansted, U.S. Virgin Islands 00820
(Address of principal executive offices including zip
code)
(704) 275-9113
(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:
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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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))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Securities registered or to be registered pursuant to Section 12(b)
of the Act:
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Title of each class
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Trading Symbol(s) |
Name of each exchange on which registered
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Common stock, par value $0.01 per share |
AAMC |
NYSE American |
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.
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Item 1.01 Entry into a Material Definitive Agreement.
On February 17, 2021, Altisource Asset Management Corporation
(“AAMC” or the “Company”) entered into a settlement agreement dated
as of February 17, 2021 (the “Settlement Agreement”) with Putnam
Focused Equity Fund, a series of Putnam Funds Trust, as successor
in interest to each of Putnam Equity Spectrum Fund and Putnam
Capital Spectrum Fund, each a series of Putnam Funds Trust
(collectively, “Putnam”), one of the plaintiffs in the litigation
related to the Company’s Series A Convertible Preferred Stock (the
“Preferred Shares”).
Under the terms of the Settlement Agreement:
•the
Company agreed to exchange all of Putnam’s 81,800 Preferred Shares
for 288,283 shares of the Company’s common stock;
•the
Company agreed to pay $1,636,000 to Putnam within three business
days of the effective date of the Settlement Agreement, and
$1,227,000 on the one-year anniversary of the effective date of the
Settlement Agreement;
•the
Company granted a most favored nation clause to Putnam requiring
the Company to pay Putnam the difference, subject to certain terms
and conditions, if the Company enters into a mutually agreed
settlement with another holder of Preferred Shares at a higher
value per Preferred Share than provided to Putnam under the
Settlement Agreement;
•Putnam
agreed to a stipulation dismissing their claims with prejudice in
the subject litigation and releasing the Company from all other
claims relating to the Preferred Shares; and
•Putnam
agreed to vote the common shares received upon the exchange of its
Preferred Shares in favor of each director nominee recommended by
the Company’s Board of Directors (the “Board”)
and otherwise in accordance with the Board’s recommendation on
other proposals, subject to certain exceptions, through at least
the Company’s 2022 annual meeting.
The foregoing description of the Settlement Agreement is qualified
in its entirety by reference to the text of such agreement, which
is filed as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information provided in Item 1.01 of this Current Report on
Form 8-K is incorporated herein by reference.
The Company issued 288,283 shares of its common stock in exchange
for Putnam’s 81,800 Preferred Shares pursuant to the exemption from
registration under Section 3(a)(9) of the Securities Act of 1933,
as amended, due to the fact that it was an exchange of securities
with an existing Company shareholder.
Item 7.01 Regulation FD
On February 18, 2021 the Company issued a press release announcing
the entry into the Settlement Agreement, as described in Item 1.01
of this Current Report on Form 8-K.
The press release is furnished pursuant to Item 7.01 of Form 8-K
and shall not be deemed to be “filed” for any other purpose,
including for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), or otherwise subject to
the liabilities of that Section. The information in Item 7.01 of
this Current Report, including Exhibit 99.1, shall not be deemed
incorporated by reference into any filing under the Securities Act
of 1933, as amended, or the Exchange Act, whether made before or
after the date hereof, regardless of any general incorporation
language in such filings, except as shall be expressly set forth by
specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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Settlement Agreement dated as of February 17, 2021, between
the Company and Putnam
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Press Release of Altisource Asset Management Corporation, dated
February 18, 2021
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL
document). |
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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.
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Altisource Asset Management Corporation
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February 18, 2021 |
By:
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/s/ Indroneel Chatterjee |
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Indroneel Chatterjee
Chairman and Chief Executive Officer
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