Supply Chain Council of European Union | Scceu.org
Procurement

ALTISOURCE ASSET MANAGEMENT CORP : Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.


On August 13, 2020, Altisource Asset Management Corporation ("AAMC" or the
"Company") entered into a Termination and Transition Agreement (the "Termination
Agreement") with Front Yard Residential Corporation ("Front Yard") and Front
Yard Residential L.P. ("FYR LP") to terminate that certain Amended and Restated
Asset Management Agreement, dated as of May 7, 2019 (the "AMA"), by and among
the Front Yard, FYR LP and AAMC, and to provide for a transition plan to
facilitate the internalization of Front Yard's asset management function (the
"Transition Plan").

Pursuant to the terms of the Termination Agreement, effective on the date that
the parties mutually agree that the Transition Plan has been satisfactorily
completed (the “Termination Date”), which will be no later than February 9,
2021
, the AMA will be terminated in its entirety.


In connection with the Termination Agreement, AAMC will be paid by Front Yard an
aggregate termination fee (the "Termination Fee") of $46,000,000, with payments
consisting of $15,000,000 in cash payable within two business days after the
execution of the Termination Agreement, $15,000,000 in cash payable on the
Termination Date and $16,000,000 in cash or Front Yard common stock ("Common
Stock"), at Front Yard's election, payable on the Termination Date. During the
transition period, AAMC will continue to be paid the base management fee
provided for in the AMA (equal to $3,584,000 per quarter as contemplated by the
AMA) and a pro rata portion of the base management fee for any partial calendar
quarter during such period, until such time as Front Yard determines that the
transition has been satisfactorily completed. The incentive fee provided for in
the AMA will not be due or payable to AAMC under any circumstances, unless
earned by AAMC in the period between the date of the execution of the
Termination Agreement and the Termination Date.

In addition, in connection with the termination, the Company will transfer to
Front Yard, at Front Yard's election, either the equity interests or assets of
the Company's Indian subsidiary, the equity interests of the Company's Cayman
Islands subsidiary, the right to solicit and hire designated employees of the
Company that currently oversee the management of Front Yard's business and other
assets of the Company that are used in connection with the operation of Front
Yard's business (the "Transferred Assets"). The aggregate purchase price (the
"Purchase Price") for the Transferred Assets is $8,200,000, with payments
consisting of $3,200,000 in cash payable within two business days after the
execution of the Termination Agreement and $5,000,000 in cash or Common Stock,
at the Front Yard's election, payable on the Termination Date. The Company has
the right to retain certain employees that do not currently oversee the
management of Front Yard's business and the right to solicit and retain certain
other designated employees of the Company. In addition to the retention of such
key employees, AAMC will retain certain assets and operating subsidiaries to
continue to build out its asset management businesses focused on the origination
and underwriting of short duration construction loans backed by single-family
rental homes as well as other new business initiatives.

For any portion of the Termination Fee or Purchase Price that is paid in Common
Stock, the value of each share of Common Stock will be the volume-weighted
average share price, as determined by reference to a Bloomberg terminal, of
Common Stock for the five business days immediately preceding the date on which
such portion is actually paid. In addition, for any portion of the Termination
Fee or Purchase Price that is paid in Common Stock, the Company has agreed to
vote any such shares of Common Stock in accordance with recommendations of Front
Yard's board of directors for a period of one year following the Termination
Date.

The Termination Agreement contains various covenants, including, among others,
that until the Termination Date, AAMC will perform its obligations under the AMA
and manage the business of the Front Yard and its subsidiaries in the ordinary
course of business consistent with past practice, except as otherwise directed
by the board of directors of Front Yard in accordance with the AMA.

The foregoing description of the Termination Agreement does not purport to be
complete and is subject to and qualified in its entirety by reference to the
full text of the Termination Agreement, which is filed as Exhibit 10.1 hereto
and is incorporated herein by reference.


Item 2.01 Termination of a Material Definitive Agreement.

The information set forth in Item 1.01 hereof is incorporated herein by
reference.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


In connection with the execution of the Termination Agreement, the Board of
Directors of the Company, (i) reinstated George G. Ellison and N. Robin Lowe
from the indefinite administrative leaves that went into effect on June 9, 2020,
(ii) reinstated George G. Ellison and N. Robin Lowe in their roles as co-Chief
Executive Officer and Chief Financial Officer of the Company, respectively, and
(iii) reinstated George G. Ellison and N. Robin Lowe's base compensation from
August 13, 2020 retroactively to June 9, 2020. With the reinstatement of N.
Robin Lowe, Rene Dittrich, the Company's Chief Accounting Officer, ceased to
perform the interim responsibilities as the Company's Chief Financial Officer
effective immediately following the filing of the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 2020.

In connection with the execution of the Termination Agreement, on August 13,
2020, George G. Ellison and the Company entered into a resignation letter
agreement (the "Resignation Letter Agreement") pursuant to which Mr. Ellison
agreed to step down as Chairman of AAMC's Board of Directors, effective
immediately, and irrevocably agreed to resign from the Board of Directors and as
Co-Chief Executive Officer of AAMC effective as of two (2) days prior to the
Termination Date. The resignation shall be treated as a termination of Mr.
Ellison's service by the Company without cause for purposes of all agreements,
arrangements, plans and policies of the Company and all agreements between the
Company and Mr. Ellison. The Resignation Letter Agreement also contains mutual
releases by the Company and Mr. Ellison for all claims, known or unknown, for
acts occurring prior to the date of the Resignation Letter Agreement.

The foregoing description of the Resignation Letter Agreement does not purport
to be complete and is subject to and qualified in its entirety by reference to
the full text of the Resignation Letter Agreement, which is filed as Exhibit
10.2 hereto and is incorporated herein by reference.

On August 17, 2020, the Compensation Committee of the Board of Directors of AAMC
adopted a bonus plan for the Company's senior officers and executives that
currently oversee the management of Front Yard's business, which may include
certain of the Company's named executive officers, in an aggregate amount equal
to $1,237,500 (the "Bonus Pool Amount"). Front Yard is entitled to direct the
Company and its Compensation Committee on the individuals that will be eligible
to receive these bonuses and the portion of the Bonus Pool Amount that each such
individual will receive. The Company will pay these bonuses in cash within five
(5) business days following the completion of the Transition Plan.

Forward-looking Statements


This Current Report on Form 8-K contains forward-looking statements that involve
a number of risks and uncertainties. Those forward-looking statements include
all statements that are not historical fact, including statements about
management's beliefs and expectations. 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
future economic performance and are not statements of historical fact, actual
results may differ materially from those projected. The risks and uncertainties
to which forward-looking statements are subject include, but are not limited to:
AAMC's ability to implement its business strategy and the business strategy of
Front Yard; risks associated with the termination of AAMC's asset management
agreement with Front Yard, including the potential effects that the termination
can have on our new business initiatives, results of operations and financial
condition; AAMC's ability to successfully complete the transition period under
the Termination Agreement; AAMC's ability to retain key employees; AAMC's
ability to develop and implement new businesses or, to the extent such
businesses are developed, its ability to make them successful or sustain the
performance of any such businesses; AAMC's ability to retain and maintain its
strategic relationships; AAMC's ability to obtain additional asset management
clients; the potential for the COVID-19 pandemic to adversely affect AAMC's
business, financial position, operations, business prospects, customers,
employees and third-party service providers; AAMC's ability to effectively
compete with its competitors; Front Yard's ability to complete future or pending
transactions, which could affect AAMC's management fees; the failure of AAMC's
service providers to effectively perform their obligations under their
agreements with AAMC; AAMC's ability to integrate newly acquired rental assets
into Front Yard's portfolio; AAMC's ability to effectively manage the
performance of Front Yard's internal property manager at the level and/or the
cost that it anticipates; developments in the litigations regarding AAMC's
redemption obligations under the Certificate of Designations of its Series A
Convertible Preferred Stock (the "Series A Shares"), including AAMC's ability to
obtain declaratory relief confirming that AAMC was not obligated to redeem any
of the Series A Shares on the March 15, 2020 redemption date since AAMC did not
have funds legally available to redeem all, but not less than all, of the Series
A Shares requested to be redeemed on that redemption date; AAMC's failure to
maintain Front Yard's qualification as a REIT; general economic and market
conditions; governmental regulations, taxes and policies and other risks and
uncertainties detailed in the "Risk Factors" and other sections described from
time to time in the Company's current and future filings with the Securities and
Exchange Commission. The foregoing list of factors should not be construed as
exhaustive.


--------------------------------------------------------------------------------

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.                                              Description
       10.1              Termination and Transition Agreement, dated as 

August 13, 2020, by and among

                         Front Yard Residential Corporation, Front Yard 

Residential L.P. and

                         Altisource Asset Management Corporation.
       10.2              Resignation Letter Agreement, dated as of August

13, 2020, from George G.

                         Ellison to Altisource Asset Management 

Corporation.

       104               Cover Page Interactive Data File (embedded within
the Inline XBRL document).



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