ALTISOURCE PORTFOLIO SOLUTIONS S.A.

DEF 14A 1 tm2431502-2_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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Soliciting Material under§240.14a-12

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Dear Fellow Shareholder:

On behalf of our Board of Directors, I cordially invite you to attend the Extraordinary General Meeting of Shareholders (the “Extraordinary Meeting”) of Altisource Portfolio Solutions S.A. (the “Company”), which will be held at our registered office located at 33, Boulevard Prince Henri, L-1724 Luxembourg, Grand Duchy of Luxembourg on February 18, 2025, at 9:00 a.m. Central European Time. Immediately following, at 9:30 a.m. Central European Time, we will hold a Special General Meeting of Shareholders (the “Special Meeting” and, collectively with the Extraordinary Meeting, the “Meetings”) at the same location.

Your vote is requested to approve the proposals described in the attached proxy statement. These proposals aim to facilitate a series of transactions to recapitalize the Company, including:

The issuance of shares of our common stock representing up to 63.5% of the outstanding shares immediately following the effective date of the transactions, subject to certain exceptions described in the accompanying proxy statement (the “Debt Exchange Shares”) in exchange for the contribution of up to $72.8 million 1 in principal amount of our existing debt from our lenders, subject to certain exceptions detailed in the proxy statement.

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The provision of a new debt facility by current lenders.

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The issuance of warrants to certain of our stakeholders (including shareholders, holders of penny warrants and holders of restricted stock units) as of a record date set prior to the closing of the transactions. These warrants, which will not be issued with respect to Debt Exchange Shares, are designed to provide stakeholders an opportunity to offset dilution resulting from the issuance of the Debt Exchange Shares if Altisource’s share price exceeds the warrant exercise price for the requisite period.

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The expected benefits of these transactions include:

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Strengthening the Company’s balance sheet and cash flow.

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Allowing time for the Company to benefit from:

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The potential normalization of the default market to pre-pandemic foreclosure levels;

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The anticipated growth in the Company’s origination and real estate investor solutions;

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Reducing management, employee and customer distractions; and

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Providing pre-transaction stakeholders potential ownership increases through the warrant issuance.

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Details regarding the proposed transactions, the Meetings’ agendas, and voting instructions are provided in the accompanying materials.

It is very important that you be present or represented at the Meetings, regardless of the number of shares you own or whether you are able to attend in person. If you are a shareholder of record (that is, you hold your shares in your name with our transfer agent), you may only authorize your proxy by mail only. If you are a beneficial holder (i.e., you hold your shares through a bank or broker), please follow the voting instructions you receive from your bank or broker. Many banks and brokers allow beneficial holders to vote over the Internet, by telephone or by mail. Authorizing your proxy in advance will ensure that your vote is counted even if you are unable to attend the Meetings, without preventing you from voting in person. Thank you for your continued support and interest in Altisource Portfolio Solutions S.A.

Sincerely,

/s/ William B. Shepro

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Chairman and Chief Executive Officer

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Based on the estimated outstanding balance on our existing term loans of $232.8 million as of December 31, 2024.

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Grand Duchy of Luxembourg

R.C.S. Luxembourg B72391

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS AND

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 18, 2025

NOTICE

Our Extraordinary General Meeting of Shareholders (“Extraordinary Meeting”) will be held:

PURPOSE

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To approve an amendment to Article 5 of the Company’s Amended and Restated Articles of Incorporation (the “Articles”) to (i) cancel the nominal value of all existing shares of the Company’s common stock, and (ii) decrease the par value of the Company’s common stock from US$1.00 per share to US$0.01 per share through a decrease of the share capital of the Company by an amount of thirty million four hundred and seventy-seven thousand fifty-seven and ninety-three cents United States Dollars (US$30,477,057.93) without cancellation of shares of the Company’s common stock, in order to bring the share capital of the Company from its current amount of thirty million seven hundred eighty-four thousand nine hundred seven United States Dollars (US$30,784,907) to an amount of three hundred and seven thousand eight hundred forty-nine and seven cents United States Dollars (US$307,849.07) represented by thirty million seven hundred and eighty-four thousand nine hundred seven (30,784,907) shares of the Company’s common stock without designation of nominal value, and by allocating thirty million four hundred and seventy-seven thousand fifty-seven and ninety-three cents United States Dollars (US$30,477,057.93) derived from the share capital decrease to the share premium account of the Company;

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To approve an increase in the number of shares the Board of Directors of the Company is authorized to issue from 100,000,000 to 250,000,000 and the renewal of the authority of the Board of Directors to issue shares by (i) approving an amendment to Article 6 of the Articles to renew and amend the authorization of the Board of Directors of the Company to (a) issue shares of the Company’s common stock, within the limits of the Company’s authorized share capital of up to two million and five hundred thousand United States Dollars (US$2,500,000) divided into two hundred fifty million (250,000,000) shares of the Company’s common stock without nominal value and, (b) issue any warrants, options, or other similar instruments exercisable into shares and rights to subscribe for shares and set the terms and conditions of these instruments, each for a term of five (5) years and, in connection with any such issuance, to limit or cancel the preferential subscription rights of shareholders, and (ii) acknowledging receipt of the report issued by the Board of Directors of the Company pursuant to article 420-26 (5) of the Luxembourg Law of 10 August 1915 on commercial companies, as amended; and

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To transact such other business as may properly come before the meeting and any adjournment or postponement of the meeting.

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PROCEDURES

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Our Board of Directors has fixed December 16, 2024 as the record date for the determination of shareholders entitled to notice of and to vote at the Extraordinary Meeting.

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Only shareholders as of the close of business on the record date will be able to vote at the Extraordinary Meeting.

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In order to be admitted to the Extraordinary Meeting, shareholders must present proof of ownership as of the record date and valid government-issued photo identification. Shareholders holding shares in “street name” through a bank or broker, must also obtain a “legal proxy” from the holder of record to vote at the Extraordinary Meeting. Shareholders are encouraged to vote in advance of the Extraordinary Meeting to ensure their vote is counted even if they are unable to attend in person. Instructions for voting in advance are included in the accompanying materials.

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The proxy statement for our Extraordinary Meeting will be available on our website athttps://ir.altisource.com/financial-information. In accordance with the rules of the U.S. Securities and Exchange Commission, the proxy statement and annual report can also be accessed atwww.proxyvote.com, a website that does not identify or track visitors to the site, by entering the Control Number provided in the Notice and Access Card, proxy card or email notification, as applicable.

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The presence at the Extraordinary Meeting of holders of at least 50% of the issued and outstanding shares of common stock able to be voted, whether represented in person or by proxy, will constitute a quorum for the transaction of business at the Extraordinary Meeting. In case the quorum of at least 50% of the issued and outstanding shares of common stock able to be voted is not met at the Extraordinary Meeting, in accordance with Luxembourg law, we will hold a second extraordinary meeting with a prior notice of at least 15 days before the second extraordinary meeting in lieu of an adjourned meeting. At the second extraordinary meeting in lieu of an adjourned meeting the quorum of at least 33 1∕3% of our issued and outstanding shares of common stock able to be voted shall apply.

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By order of our Board of Directors,

/s/ Gregory J. Ritts

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Gregory J. Ritts

Corporate Secretary

Luxembourg, Grand Duchy of Luxembourg

Grand Duchy of Luxembourg

R.C.S. Luxembourg B72391

NOTICE OF SPECIAL GENERAL MEETING OF SHAREHOLDERS AND

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE SPECIAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 18, 2025

NOTICE

The Special General Meeting of Shareholders (“Special Meeting”) of Altisource Portfolio Solutions S.A. (the “Company”) will be held:

PURPOSE

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To approve, as required by applicable Nasdaq Stock Market listing rules, the issuance by the Board of Directors of shares ofthe Company’s common stock (the “common stock”) in exchange for the contribution tothe Company from lenders underthe Company’s current debt facility of a portion ofthe Company’s outstanding debt;

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To approve an amendment to the Altisource Portfolio Solutions S.A. Amended and Restated 2009 Equity Incentive Plan (the “2009 Equity Incentive Plan”) to increase the number of shares of common stock reserved for issuance under the 2009 Equity Incentive Plan by 4,645,875 shares from 11,666,667 shares to 16,312,542 shares; and

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To transact such other business as may properly come before the Special Meeting and any adjournment or postponement thereof.

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PROCEDURES

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Our Board of Directors has fixed December 16, 2024 as the record date for the determination of shareholders entitled to notice of and to vote at the Special Meeting.

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Only shareholders as of the close of business on the record date will be eligible to vote at the Special Meeting.

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In order to be admitted to the Special Meeting, shareholders must present proof of ownership as of the record date and valid government-issued photo identification. Shareholders holding shares in “street name” through a bank or broker, must also obtain a “legal proxy” from the holder of record to vote at the Special Meeting. Shareholders are encouraged to vote in advance of the Special Meeting to ensure their vote is counted even if they are unable to attend in person. Instructions for voting in advance are included in the accompanying materials.

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The proxy statement for our Special Meeting will be available on our website athttps://ir.altisource.com/financial-information. In accordance with the rules of the U.S. Securities and Exchange Commission, the proxy statement and annual report can also be accessed atwww.proxyvote.com, a website that does not identify or track visitors to the site, by entering the Control Number provided in the Notice and Access Card, proxy card or email notification, as applicable.

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Although Luxembourg law does not require a quorum for the conduct of business at the Special Meeting, in accordance with the requirements of the Nasdaq Stock Market listing standards, we have established that the presence at the Special Meeting of holders of at least 33 1∕3% of our issued and outstanding shares of common stock able to be voted, whether represented in person or by proxy, will constitute a quorum for the transaction of business at the Special Meeting.

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By order of our Board of Directors,

/s/ Gregory J. Ritts

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Gregory J. Ritts

Corporate Secretary

Luxembourg, Grand Duchy of Luxembourg