Filing Details

ALTISOURCE PORTFOLIO SOLUTIONS S.A.

(Name of Issuer)

Common Stock, par value $1.00 per share

(Title of Class of Securities)

L0175J104

(CUSIP Number)

Brad Craig 1195 Bangtail Way Steamboat Springs, Colorado 80487 (970) 457-4340

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 16, 2018

(Date of Event which Requires Filing of this Statement)

CUSIP No.  L0175J104

SCHEDULE 13D

Page 2 of 12 Pages

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	DEER PARK ROAD MANAGEMENT COMPANY, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			3,076,210
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			3,076,210
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,076,210
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	18.1% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA, PN

 

(1)	This percentage is based on a total of 17,040,916 Shares (as defined herein) outstanding as of August 9, 2018, as disclosed in the Issuer’s proxy statement on Schedule 14A, as filed with the Securities and Exchange Commission on August 14, 2018.

 

 

CUSIP No.  L0175J104

SCHEDULE 13D

Page 3 of 12 Pages

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	DEER PARK ROAD MANAGEMENT GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			3,076,210
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			3,076,210
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,076,210
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	18.1% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO, HC

 

(1)	This percentage is based on a total of 17,040,916 Shares (as defined herein) outstanding as of August 9, 2018, as disclosed in the Issuer’s proxy statement on Schedule 14A, as filed with the Securities and Exchange Commission on August 14, 2018.

 

 

CUSIP No.  L0175J104

SCHEDULE 13D

Page 4 of 12 Pages

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	DEER PARK ROAD CORPORATION
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			3,076,210
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			3,076,210
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,076,210
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	18.1% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO, HC

 

(1)	This percentage is based on a total of 17,040,916 Shares (as defined herein) outstanding as of August 9, 2018, as disclosed in the Issuer’s proxy statement on Schedule 14A, as filed with the Securities and Exchange Commission on August 14, 2018.

 

 

CUSIP No.  L0175J104

SCHEDULE 13D

Page 5 of 12 Pages

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	MICHAEL DAVID CRAIG-SCHECKMAN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			3,076,210
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			3,076,210
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,076,210
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	18.1% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN, HC

 

(1)	This percentage is based on a total of 17,040,916 Shares (as defined herein) outstanding as of August 9, 2018, as disclosed in the Issuer’s proxy statement on Schedule 14A, as filed with the Securities and Exchange Commission on August 14, 2018.

 

 

CUSIP No.  L0175J104

SCHEDULE 13D

Page 6 of 12 Pages

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	AGATECREEK LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Colorado
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			3,076,210
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			3,076,210
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,076,210
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	18.1% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO, HC

 

(1)	This percentage is based on a total of 17,040,916 Shares (as defined herein) outstanding as of August 9, 2018, as disclosed in the Issuer’s proxy statement on Schedule 14A, as filed with the Securities and Exchange Commission on August 14, 2018.

 

CUSIP No.  L0175J104

SCHEDULE 13D

Page 7 of 12 Pages

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	SCOTT EDWARD BURG
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			3,076,210
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			3,076,210
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,076,210
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	18.1% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN, HC

 

(1)	This percentage is based on a total of 17,040,916 Shares (as defined herein) outstanding as of August 9, 2018, as disclosed in the Issuer’s proxy statement on Schedule 14A, as filed with the Securities and Exchange Commission on August 14, 2018.

 

As disclosed in the Issuer’s proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on August 14, 2018, the Issuer’s Board of Directors (the “Board”), acting pursuant to the recommendation of the Nomination/Governance Committee of the Board, has nominated and recommends Mr. Burg for election to the Board at the Special General Meeting of Shareholders (“the Special Meeting”).  The Special Meeting is being held on September 25, 2018 to elect an additional director to the Board, which would increase the Board to seven (7) members.  In light of the foregoing, the Reporting Persons have decided to change from filing on Schedule 13G to filing on Schedule 13D to report their beneficial ownership of the Shares, in anticipation of Mr. Burg possibly becoming a member of the Issuer’s Board.

The Reporting Persons acquired the Shares for the account of the STS Master Fund for investment purposes.  The Reporting Persons expect to review from time to time their investment in the Issuer and may, depending on the market and other conditions:  (i) purchase additional Shares, options or related derivatives in the open market, in privately negotiated transactions or otherwise; (ii) sell all or a portion of the Shares, options or related derivatives now beneficially owned or hereafter acquired by them; (iii) propose one or more directors for the Board; (iv) engage in communications with, without limitation, one or more shareholders of the Issuer, one or more officers of the Issuer and/or one or more members of the Board regarding the Issuer, including but not limited to its operations, governance and control; and (v) engage in other proposals as the Reporting Persons may deem appropriate under the circumstances, including plans or proposals which may relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D.

(a, b) As of the date hereof, the Reporting Persons may be deemed to share voting and dispositive power over 3,076,210 Shares, which equates to approximately 18.1% of the total number of Shares outstanding. The beneficial ownership percentage is based on a total of 17,040,916 Shares outstanding as of August 9, 2018, as disclosed in the Issuer’s proxy statement on Schedule 14A, as filed with the Securities and Exchange Commission on August 14, 2018.

(c) No transactions in the Shares have been effected by the Reporting Persons within the past 60 days.

(d) STS Master Fund has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than 5 percent of the Shares covered by this Statement that may be deemed to be beneficially owned by the Reporting Persons.

(e) This Item 5(e) is not applicable.

Page 10 of 12 Pages

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

STS Master Fund is party to a credit agreement (the “Credit Agreement”) pursuant to which it and the other lender parties thereto agreed to extend credit to Altisource S.à r.l., a wholly-owned subsidiary of the Issuer, in the form of:  (i) Term B Loans (as defined in the Credit Agreement) in an aggregate principal amount equal to $412 million; and (ii) a $15 million revolving credit facility.  The Term B Loans mature in April 2024 and the revolving credit facility matures in April 2023.  The Issuer and certain of its wholly-owned subsidiaries are guarantors of the Term B Loans and the revolving credit facility, and Morgan Stanley Senior Funding, Inc. is the administrative agent and collateral agent party to the Credit Agreement.  This summary of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such document, which is included as Exhibit B to this Schedule 13D and is incorporated herein by reference.

Except as described herein and in Item 4 of this Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 of this Schedule 13D or between such persons and any other person with respect to any securities of the Issuer.

Exhibit A:

Joint Filing Agreement (incorporated herein by reference to Exhibit A to the Schedule 13G filed by the Reporting Persons on January 30, 2017).

Exhibit B:

Credit Agreement (incorporated herein by reference to Exhibit 10.1 to the Form 8-K filed by the Issuer on April 4, 2018).

Page 11 of 12 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

	DEER PARK ROAD MANAGEMENT COMPANY, LP
	By:	/s/ Brad Craig
	Name:	Brad Craig
	Title:	Chief Operating Officer

August 17, 2018

Page 12 of 12 Pages

 

Name and Title		Business Address		Principal Occupation or Employment		Citizenship
Board of Directors
Michael Craig-Scheckman - Director		1195 Bangtail Way Steamboat Springs, CO  80487		Chief Executive Officer of Deer Park Road Management Company, LP		USA
Brad Craig - Director		1195 Bangtail Way Steamboat Springs, CO  80487		Chief Operating Officer of Deer Park Road Management Company, LP		USA
Executive Officers
Michael Craig-Scheckman - President, Secretary		1195 Bangtail Way Steamboat Springs, CO  80487		Chief Executive Officer of Deer Park Road Management Company, LP		USA
Brad Craig - Vice President, Treasurer		1195 Bangtail Way Steamboat Springs, CO  80487		Chief Operating Officer of Deer Park Road Management Company, LP		USA

 

---