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

Item 1.01 Entry into a Material Definitive Agreement

On December 21, 2012, Altisource Asset Management Corporation's (the "Company") spin-off from Altisource Portfolio Solutions S.A. ("Altisource") was completed, and shares of the Company began regular trading on the OTCQX market tier operated by OTC Markets Group, Inc. under the symbol "AAMC" on December 24, 2012. The spin-off was effected as a taxable pro rata distribution by Altisource of all of the outstanding shares of common stock of the Company to the shareholders of record of Altisource as of December 17, 2012 (the "Distribution"). The shareholders of Altisource received one share of Company common stock for every ten shares of Altisource common stock held, and will receive cash in lieu of fractional shares.

The Distribution was effected pursuant to the Separation Agreement, dated as of December 21, 2012, between the Company and Altisource (the "Separation Agreement"), which provides, among other things, for the principal corporate transactions required to effect the Distribution and certain other agreements governing the Company's relationship with Altisource after the Distribution.

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 December 21, 2012 to govern the terms of the Distribution and to define the ongoing relationship between the Company and Altisource following the Distribution, including with respect to tax liabilities, support services and continuing commercial arrangements. Those agreements include:

† 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 Altisource Solutions, a copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

† Asset Management Agreement, between the Company, Altisource Residential, L.P. and Altisource Residential Corporation ("Residential"), a copy of which is attached hereto as Exhibit 10.3 and is incorporated herein by reference.

† Trademark License Agreement, between the Company and Altisource Solutions, a copy of which is attached hereto as Exhibit 10.4 and is incorporated herein by reference.

† Subscription Agreement, between the Company and NewSource Reinsurance Company Ltd. ("NewSource"), a copy of which is attached hereto as Exhibit 10.5 and is incorporated herein by reference.

† Technology Products Services Agreement, between the Company and Altisource Solutions, a copy of which is attached hereto as Exhibit 10.6 and is incorporated herein by reference.

A brief description of the Separation Agreement and each of the other foregoing agreements (other than Exhibit 10.5, which is described below) is incorporated by reference to the Company's Amendment No. 3 to the Registration Statement on Form 10-12G, filed on December 5, 2012 (File No. 000-54809) (the "Registration Statement").

Subscription Agreement and Shareholders' Agreement

On December 21, 2012, the Company entered into a subscription agreement to purchase 2,000,000 common shares, par value $1.00, of NewSource for $2,000,000. The Company expects to consummate the purchase of such shares within the next several days. In connection with the consummation of such purchase, the Company intends to enter into a Shareholders' Agreement with ARNS (a wholly-owned indirect subsidiary of Residential) and NewSource with respect to the ownership and transfer of the common shares, par value $1.00 (all held by the Company), and preferred shares, par value $1.00 (all held by ARNS), of NewSource (the "NewSource Shares"). Under the Shareholders' Agreement, ARNS and the Company will agree to certain conditions and restrictions on the ownership and transfer of the NewSource Shares, including the following:

† In general, NewSource shares may not be transferred without the prior written consent of the Company.

† Each NewSource shareholder may transfer its NewSource Shares to their affiliates at any time.

                                           2  

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

† Tag-Along Rights. If the Company 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 the Company's NewSource Shares.

† Drag-Along Rights. If the Company approves a bona fide offer from a person or group of persons that would result in a change of control of NewSource, the Company 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 the Company.

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 and Officers

On December 21, 2012 the following actions were taken with respect to the resignation of certain executive officers and directors of the Company:

William B. Shepro, Kevin J. Wilcox and Michelle D. Esterman resigned as directors of the Company.

William B. Shepro resigned as President of the Company.

Michelle D. Esterman resigned as Treasurer of the Company.

   (c)    Appointment of Officers   

On December 21, 2012 the following actions were taken with respect to the appointment and continued employment of certain executive officers of the Company:

Ashish Pandey, age 37, was appointed Chief Executive Officer of the Company.

Pursuant to his employment arrangement, Mr. Pandey will receive, among other things, (i) a base salary of $325,000, (ii) a target incentive bonus opportunity of $325,000, dependent on performance, and (iii) standard relocation costs and benefits in connection with his relocation to St. Croix, U.S. Virgin Islands.

Mr. Pandey also received a restricted stock award representing 46,745 shares of common stock of the Company, subject to the vesting requirements set forth in the 2012 Equity Incentive Plan of the Company described in the Registration Statement.

Mr. Pandey's employment and educational history is described below in Item 5.02(d), "Election of Directors."

There are no family relationships among Mr. Pandey and any of the Company's directors and executive officers.

Rachel M. Ridley, age 34, has already been appointed and will continue to serve as Chief Financial Officer of the Company.

Pursuant to her employment arrangement, Ms. Ridley will receive, among other things, (i) a base salary of $210,000, (ii) a target incentive bonus opportunity of $90,000, dependent on performance, and (iii) standard relocation costs and benefits in connection with his relocation to St. Croix, U.S. Virgin Islands.

Ms. Ridley also received a restricted stock award representing 8,765 shares of common stock of the Company, subject to the vesting requirements set forth in the 2012 Equity Incentive Plan of the Company described in the Registration Statement.

                                           3  

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

Prior to joining the Company, Ms. Ridley served as Senior Manager in Assurance Services, Asset Management for PricewaterhouseCoopers LLC, an accounting firm, since 2008 and various positions within PwC from 2000 to 2008. Ms. Ridley is a Certified Public Accountant (Maryland). She holds a Bachelor of Business Administration from Emory University and a Master in Professional Accounting from the University of Texas at Austin.

There are no family relationships among Ms. Ridley and any of the Company's directors and executive officers.

   (d)    Election of Directors   

Ashish Pandey. Mr. Pandey was appointed to the Board of Directors of the Company on December 21, 2012. Prior to joining the Company, Mr. Pandey served as the Chief Executive Officer of Correspondent One, an affiliate of Altisource engaged in the acquisition and secondary marketing of government loans. He previously served as Executive Vice President of Ocwen Financial Corporation ("Ocwen") from July 2008 to August 2011 and was responsible for the oversight of asset management vehicles and capital deployment for mortgage servicing portfolio acquisitions for Ocwen. He served as Treasurer and Director of Corporate Strategy from February 2005 to July 2008 for Ocwen. From May 2002 to October 2003, Mr. Pandey served as an Associate Consultant with Tata Strategic Management Group. He holds a Bachelor's of Science in Engineering from the S.G.S. Institute of Technology and Science and a Masters of Business Administration from the Indian Institute of Management.

Paul T. Bossidy. Mr. Bossidy was appointed to the Board of Directors of the Company on December 21, 2012. Mr. Bossidy was also appointed to the Audit Committee, Compensation Committee and Nomination/Governance Committee of the Board of Directors. Mr. Bossidy has served as President and Chief Executive Officer of Clayton Holdings LLC ("Clayton") since October 2008 and is responsible for the overall strategic direction and operating results of the business. Clayton is a privately-held provider of risk management services to the mortgage industry. Mr. Bossidy also serves on the Board of Directors of Infinia Corporation, a solar energy technology company and the developer of a proprietary solar power generation product that converts solar energy into electricity. Prior to joining Clayton, Mr. Bossidy was a Senior Operations Executive and Operations Partner at Cerberus Capital Management LP, a real estate investment fund, from 2006 to 2008. Prior to that, Mr. Bossidy served in various executive appointments for General Electric Company from 1993 to 2006, including General Manager of Corporate Business Development, President of the Refrigerator Product Line within GE Appliances Division, President and Chief Executive Officer of GE Lighting (North America), President and Chief Executive Officer of GE Vendor Financial Services, President and Chief Executive Officer of GE Commercial Equipment Financing and President and Chief Executive Officer of GE Capital Solutions Group. He is a Certified Public Accountant and a Certified Six Sigma Black Belt. Mr. Bossidy holds a Bachelor of Arts from Williams College in Williamstown, Massachusetts, a Master in Accounting from New York University in New York, New York and a Master of Business Administration with concentrations in Finance and Marketing from Columbia University Graduate School of Business in New York, New York.

Cindy Gertz. Ms. Gertz was appointed to the Board of Directors of the Company on December 21, 2012. Ms. Gertz was also appointed to the Audit Committee and Nomination/Governance Committee of the Board of Directors. Ms. Gertz has served as a consultant since 2011 for clients involved with the development of housing policy regulations, as well as for large lenders impacted by proposed regulations and potential changes to the housing finance system. Previously, Ms. Gertz served as Director of Operations, Homeownership Preservation Office from 2009 to 2011 for the Department of the Treasury, Office of Financial Stability. From 2000 to 2002, Ms. Gertz served as Chief Financial Officer and Treasurer of Public Broadcasting Service (PBS) in Alexandria, Virginia. Ms. Gertz served in various executive appointments for Freddie Mac in McLean, Virginia from 1984 to 1999, including Vice President, Shareholder Relations, Vice President, Division Controller and Vice President, Corporate Planning. Before joining Freddie Mac, Ms. Gertz served in financial management posts at Texas Instruments in Houston, Texas. Ms. Gertz

                                           4  

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

holds a Bachelor of Arts with Distinction from the University of Colorado in Boulder, Colorado and a Master of Business Administration from the University of Michigan in Ann Arbor, Michigan.

Dale Kurland. Ms. Kurland was appointed to the Board of Directors of the Company on December 21, 2012. Ms. Kurland was also appointed to the and Nomination/Governance Committee of the Board of Directors. Ms. Kurland is the founder and President of Classic Strategies Group, LLC ("CSG"), a private company founded in 2004 which provides mergers and acquisition consulting services to mortgage banking executives. Prior to forming CSG, Ms. Kurland served as President of DK Advisory Services, Inc., the predecessor to CSG. Prior to joining DK Advisory Services, Ms. Kurland was the . . .

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

    (a)   

On December 3, 2012, the Company adopted the Amended and Restated Articles of Incorporation of the Company, previously filed as Exhibit 3.1 to the Registration Statement, the purpose of which was to increase the number of shares of authorized stock to 6,000,000 shares, of which 5,000,000 are shares of common stock, par value $0.01, and 1,000,000 are shares of preferred stock, par value $0.01 (an increase from the total of 100,000 shares of all classes of stock, par value $0.01, that were previously authorized).

Item 9.01 Financial Statements and Exhibits

     (d)  Exhibits.    Number                                 Description  2.1      Separation Agreement, dated as of December 21, 2012, between Altisource          Asset Management Corporation and Altisource Portfolio Solutions S.A.  10.1     Support Services Agreement, dated as of December 21, 2012, between          Altisource Asset Management Corporation and Altisource Solutions S.à          r.l.  10.2     Tax Matters Agreement, dated as of December 21, 2012, between Altisource          Asset Management Corporation and Altisource Solutions S.à r.l.  10.3     Asset Management Agreement, dated as of December 21, 2012, between          Altisource Residential Corporation, Altisource Residential, L.P. and          Altisource Asset Management Corporation  10.4     Trademark License Agreement, dated as of December 21, 2012, between          Altisource Asset Management Corporation and Altisource Solutions S.à          r.l.  10.5     Subscription Agreement, dated as of December 21, 2012, between          Altisource Asset Management Corporation and NewSource Reinsurance          Company Ltd.  10.6     Technology Products Services Agreement, between Altisource Asset          Management Corporation and Altisource Solutions S.à r.l.  10.7     Altisource Asset Management Corporation 2012 Equity Incentive Plan.  10.8     Altisource Asset Management Corporation 2012 Special Equity Incentive          Plan.                                            6 

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