ALTISOURCE RESIDENTIAL CORP FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Change in Directors or Principal Officers, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement
On
The Distribution was effected pursuant to the Separation Agreement, dated as of
A copy of the Separation Agreement is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
In connection with the Distribution, the Company and certain of its affiliates entered into certain other agreements with Altisource and certain of its affiliates on
† Support Services Agreement, between the Company and Altisource Solutions S.à r.l. ("Altisource Solutions"), a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
† Tax Matters Agreement, between the Company and
† Asset Management Agreement (the "AMA"), between the Company,
† Master Services Agreement, between the Company and
† Servicing Agreement, between
† Trademark License Agreement, between the Company and
† Subscription Agreement, between
A brief description of the Separation Agreement and each of the other foregoing agreements (other than Exhibit 10.7, which is described below) is incorporated by reference to the Company's Amendment No. 4 to the Registration Statement on Form 10-12B, filed on
Subscription Agreement and Shareholders' Agreement
On
† In general, NewSource shares may not be transferred without the prior written consent of AAMC.
† Each NewSource shareholder may transfer its NewSource Shares to their affiliates at any time.
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† Tag-Along Rights. If AAMC proposes to transfer any or all of its NewSource Shares, ARNS has the right, subject to certain conditions, to sell its NewSource Shares to the purchaser of AAMC's NewSource Shares.
† Drag-Along Rights. If AAMC approves a bona fide offer from a person or group of persons that would result in a change of control of NewSource, AAMC has the right, but not the obligation, to require ARNS to tender to purchase to such person or group of persons a certain percentage of its NewSource Shares upon the same terms and conditions as apply to AAMC.
The Shareholders' Agreement will terminate upon the earlier of (i) any underwritten initial public offering of NewSource or (ii) the execution of a written agreement by each of the shareholders to terminate the Shareholders' Agreement.
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b) Departure of Directors
On
(c) Appointment of Officers
On
Prior to joining the Company,
There are no family relationships among
Prior to joining the Company, Ms. Ridley served as Senior Manager in Assurance Services, Asset Management for
There are no family relationships among Ms. Ridley and any of the Company's directors and executive officers.
Prior to joining the Company,
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There are no family relationships among
All of the Company's executive officers will be employed by and receive compensation from AAMC for services provided to the Company, including their service as the Company's executive officers. As provided in the AMA, the Company does not determine the compensation to be received by its executive officers, and as a result, the Company does not have any plans, contracts or arrangements with its executive officers. However, the Company is required by the Asset Management Agreement to reimburse AAMC on a monthly basis for direct and indirect expenses AAMC incurs or payments it makes on behalf of the Company, ALRP or any other respective subsidiaries thereof, including, but not limited to, the allocable compensation and routine overhead expenses of all employees and staff of AAMC, when and to the extent engaged in providing asset management and corporate governance services under the AMA. The Company has been informed by AAMC that the compensation AAMC will pay to each executive officer is as follows:
†
†
†
(d) Election of Directors
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platform for investors in Canadian commercial real estate debt and securities.
(e) Compensatory Arrangements
In connection with the Company's separation from Altisource, on
Item 9.01 Financial Statements and Exhibits (d) Exhibits. 5
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Number Description 2.1 Separation Agreement, dated as ofDecember 21, 2012 , between AltisourceResidential Corporation and Altisource Portfolio Solutions S.A. 10.1 Support Services Agreement, dated as ofDecember 21, 2012 , betweenAltisource Residential Corporation and Altisource Solutions S.à r.l. 10.2 Tax Matters Agreement, dated as ofDecember 21, 2012 , between AltisourceResidential Corporation and Altisource Solutions S.à r.l. 10.3 Asset Management Agreement, dated as ofDecember 21, 2012 , betweenAltisource Residential Corporation ,Altisource Residential, L.P. andAltisource Asset Management Corporation . 10.4 Master Services Agreement, dated as ofDecember 21, 2012 , betweenAltisource Residential Corporation and Altisource Solutions S.à r.l.* 10.5 Servicing Agreement, dated as ofDecember 21, 2012 , between AltisourceResidential, L.P. andOcwen Mortgage Servicing, Inc. * 10.6 Trademark License Agreement, dated as ofDecember 21, 2012 , betweenAltisource Residential Corporation and Altisource Solutions S.à r.l. 10.7 Subscription Agreement, dated as ofDecember 21, 2012 , betweenARNS, LLC (previouslyARNS, Inc. ) andNewSource Reinsurance Company Ltd. 10.8 Altisource Residential Corporation Conversion Option Plan. 10.9 Altisource Residential Corporation Special Conversion Option Plan.
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* Portions of this exhibit have been redacted pursuant to a request for confidential treatment. The non-public information has been filed separately with the
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ALTISOURCE ASSET MANAGEMENT CORP FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
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