Supply Chain Council of European Union | Scceu.org
Procurement

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

Item 1.02 Termination of a Material Definitive Agreement


On December 31, 2020, Altisource Asset Management Corporation ("AAMC" or the
"Company") and Front Yard Residential Corporation ("Front Yard") completed the
transition contemplated by the Termination and Transition Agreement, dated
August 13, 2020 (the "Termination Agreement"), that was previously disclosed in
the Company's Current Report on Form 8-K filed on August 18, 2020 and terminated
the Amended and Restated Asset Management Agreement, dated as of May 7, 2019
(the "AMA"), by and among Front Yard, Front Yard Residential L.P. and AAMC.

Pursuant to the Termination Agreement and in connection with the termination of
the AMA, AAMC was paid by Front Yard an aggregate termination fee (the
"Termination Fee") of $46,000,000, of which $30,000,000 was paid to AAMC in cash
and $16,000,000 was paid to AAMC in Front Yard's common stock.

Additionally, in connection with the termination of the AMA, the Company
transferred the equity interests of the Company's Indian subsidiary, the equity
interests of the Company's Cayman Islands subsidiary and certain other assets
used in connection with the operation of Front Yard's business to Front Yard for
aggregate consideration of the equity interests in Front Yard's Indian
subsidiary and $8,200,000 (the "Purchase Price"), of which $3,200,000 was paid
to AAMC in cash and $5,000,000 was paid to AAMC in Front Yard's common stock.

For the portions of the Termination Fee and Purchase Price that were paid in
Front Yard's common Stock, the value of each share of common stock was
determined by the volume-weighted average share price of Front Yard common stock
for the five business days immediately preceding December 31, 2020.

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 was filed as Exhibit 10.1 to the
Company's Current Report on Form 8-K filed on August 18, 2020 and is
incorporated herein by reference.


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

Departure of Certain Officers


In accordance with the resignation letter entered into by George G. Ellison and
the Company, dated August 13, 2020, that was previously disclosed in the
Company's Current Report on Form 8-K filed on August 18, 2020, Mr. Ellison
resigned as Co-Chief Executive Officer of AAMC. Following the resignation of Mr.
Ellison, Indroneel Chatterjee remained as the sole Chief Executive Officer of
AAMC.

In connection with the termination of the AMA, Robin N. Lowe resigned as Chief
Financial Officer of AAMC and Mr. Lowe and the Company entered into a
resignation letter agreement (the "Lowe Resignation Agreement"). Pursuant to the
terms of the Lowe Resignation Agreement, Mr. Lowe resigned as an officer and
employee of the Company effective at the close of business on December 31, 2020.
The Lowe Resignation Agreement also contains mutual releases by the Company and
Mr. Lowe for all claims, known or unknown, for acts occurring prior to the date
of the Lowe Resignation Agreement and Mr. Lowe agreed to abide by
confidentiality and non-disparagement covenants contained in the Lowe
Resignation Agreement.

Also, in connection with the termination of the AMA, Stephen H. Gray resigned as
General Counsel and Secretary of AAMC. Pursuant to his resignation letter, Mr.
Gray resigned as an officer and employee of the Company effective at the close
of business on December 31, 2020.

The resignations of Messrs. Lowe and Gray were in connection with the
termination of the AMA and, to the knowledge of the Company’s executive
officers, were not the result of any disagreement with the Company.


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


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

Appointment of Certain Officers


The Board of Directors of AAMC (the "Board") promoted Chris Moltke-Hansen to
Chief Financial Officer effective January 1, 2021 and designated him as the
Company's principal financial officer and principal accounting officer. Mr.
Moltke-Hansen, age 34, joined the Company in 2018 and was subsequently promoted
to Managing Director of Finance in October 2020. In his previous positions with
the Company, Mr. Moltke-Hansen was responsible for managing the Company's
financial and SEC reporting and the accounting policies of the Company and its
primary client, Front Yard. Prior to joining AAMC in 2018, Mr. Moltke-Hansen was
Vice President of Financial Control at Credit Suisse, a leading global wealth
manager and investment bank, which he joined in 2011 and where he held various
positions of increasing responsibility. In his roles at Credit Suisse, Mr.
Moltke-Hansen worked extensively across the bank to support the financial,
operational, regulatory, and compliance aspects of the bank's U.S. parent
company and subsidiaries. Mr. Moltke-Hansen began his career in the audit
practice of a BDO Alliance USA firm. Mr. Moltke-Hansen is a Certified Public
Accountant and holds a Bachelor of Science in Accounting from Elon University.

Pursuant to the terms of an amended and restated employment agreement by and
between the Company and Mr. Moltke-Hansen (the "Employment Agreement") that was
entered into effective as of January 1, 2020, Mr. Moltke-Hansen will receive an
annual base salary of $250,000.00 and an annual cash incentive bonus target of
$225,000.00, with the maximum payout opportunity of 200% of this base salary
based on the achievement of annual performance targets to be established by the
Board or the Compensation Committee of the Board. In addition, Mr. Moltke-Hansen
is eligible to receive equity awards under the Company's equity incentive
plan(s). Mr. Moltke-Hansen received a one-time cash inducement award of
$250,000.00 on October 15th, 2020 (the "Payment Date"), subject to an obligation
to repay 100% of such inducement award if terminated by the Company for "Cause"
(as defined in the Employment Agreement) or resignation by Mr. Moltke-Hansen
without "Good Reason" (as defined in the Employment Agreement) within the first
year following the Payment Date or 50% of such signing award if terminated by
the Company for "Cause" or resignation by Mr. Moltke-Hansen without "Good
Reason" during the second year following the Payment Date.

Mr. Moltke-Hansen will also receive an initial equity award of 5,000 restricted
shares, which will be made under the Company's 2020 Equity Incentive Plan (the
"Plan") and subject to the terms and conditions of the Plan. The restricted
shares will vest annually over a three year period on the first three
anniversaries of October 15, 2020.

The Employment Agreement also provides that if the Company terminates Mr.
Moltke-Hansen's employment for a reason other than "Cause," his death or his
"Disability," or he resigns for "Good Reason" (each as defined in the Employment
Agreement) he would be entitled to: (i) 50% of the sum of his annual base salary
and target bonus; (ii) 100% of his prorated annual bonus based on his prior year
annual bonus; (iii) vesting acceleration of 100% of the unvested portion of his
then-outstanding equity awards (except as prohibited by the Plan); (iv)
Company-reimbursed COBRA continuation coverage for up to six months, and (v) any
other accrued and unpaid amounts due to him by the Company. The severance
benefits will be subject to execution of a customary release, providing, among
other things, confirmation of his confidentiality, non-disparagement and
non-solicitation obligations.

There are no arrangements or understandings between Mr. Moltke-Hansen and any
other person pursuant to which he was selected as an officer of the Company.
There are no family relationships between Mr. Moltke-Hansen and any director or
executive officer of the Company nor is Mr. Moltke-Hansen party to any related
person transactions, in each case as required to be disclosed under Item 401 or
404 of Regulation S-K.

The foregoing description of the Employment Agreement is not complete and is
qualified in its entirety by reference to the full text of the Employment
Agreement, which will be filed as an exhibit to the Company's Annual Report on
Form 10-K for the year ended December 31, 2020.



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

Item 7.01 Regulation FD


On January 6, 2021, the Company issued a press release announcing the completion
of the transactions contemplated by the Termination Agreement and the
termination of the AMA as well as certain changes to the Company's management
team. A copy of the press release is attached hereto as Exhibit 99.1.

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.

Exhibit No.                                              Description
       10.1              Resignation Letter Agreement, dated as of December 31, 2020, between Robin
                         N. Lowe and Altisource Asset Management Corporation

       99.1              Press Release of Altisource Asset Management

Corporation, dated January 6,

                         2021
       104               Cover Page Interactive Data File (embedded within

the Inline XBRL document).

© Edgar Online, source Glimpses

Related posts

Navy defends subs procurement, Pheu Thai vows to sink it

scceu

Procurement Commodity Manager (m/f/d) | EU-Startups

scceu

NASA’s future monster rocket is once again over budget and behind schedule

scceu

Leave a Comment