ALTISOURCE RESIDENTIAL CORPORATION (NYSE:RESI) Files An 8-K Entry into a Material Definitive Agreement

ALTISOURCE RESIDENTIAL CORPORATION (NYSE:RESI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01

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Entry into a Material Definitive Agreement

Amendment and Restatement of Loan Agreements related to March 30, 2017 and June 29, 2017 Single Family Rental Home Acquisitions

In connection with Altisource Residential Corporation’s (the “Company’s”) previously reported seller-financed acquisitions of an aggregate of 1,508 single family rental properties on March 30, 2017 and June 29, 2017, two of the Company’s indirect wholly owned subsidiaries, HOME SFR Borrower II, LLC (“Borrower II”) and HOME SFR Borrower III, LLC (“Borrower III”), each entered into two separate loan agreements (each, an “Original Loan Agreement”) with Vaca Morada Partners, LP and MSR II, LP, as lenders thereto (collectively, the “Lenders”). On November 13, 2017, Borrower II and Borrower III each amended and restated their respective Original Loan Agreement with the Lenders to (a) revise the initial principal amount of each loan, (b) decrease the weighted average fixed-rate spread, (c) reduce each of Borrower II’s and Borrower III’s reporting requirements under each loan and (d) cross-collateralize the two loans, as described more fully below.

Tranche 1 Loan Agreement

On November 13, 2017, Borrower II entered into an amended and restated loan agreement (the “Tranche 1 Loan Agreement”) with the Lenders and Amherst SFR Lender, LLC, as agent (the “Agent”). The Tranche 1 Loan Agreement amends and replaces the Original Loan Agreement entered into on March 30, 2017 among Borrower II, the Lenders and the Agent, each serving in its same capacity. to the Tranche 1 Loan Agreement, Borrower II’s borrowings thereunder have increased from a principal amount of $79,878,931.31 to a principal amount of $83,270,018.02 (the “Amended Tranche 1 Loan”) and the weighted average fixed-rate spread over one-month LIBOR for the duration of the Amended Tranche 1 Loan decreased from 2.75% to 2.10%. The Tranche 1 Loan Agreement changed the initial maturity date of the Amended Tranche 1 Loan from October 9, 2019 to November 9, 2019. Borrower II has the option to extend the Amended Tranche 1 Loan beyond the initial maturity date for three successive one-year extensions, provided, among other things, that there is no event of default under the Tranche 1 Loan Agreement on each maturity date. In addition, the Tranche 1 Loan Agreement reduced Borrower II’s reporting requirements in connection with the Amended Tranche 1 Loan, and the Amended Tranche 1 Loan is now cross-defaulted and cross-collateralized with the Amended Tranche 2 Loan (as defined below) to the Tranche 1 Loan Agreement and a cross-guaranty, dated as of November 13, 2017 (the “Cross-Guaranty”), among Borrower II, Borrower III, the Lenders and the Agent, respectively.

The foregoing description of the Tranche 1 Loan Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Tranche 1 Loan Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Tranche 2 Loan Agreement

On November 13, 2017, Borrower III entered into an amended and restated loan agreement (the “Tranche 2 Loan Agreement”) with the Lenders, as lenders thereto, and the Agent, as agent. The Tranche 2 Loan Agreement amends and replaces the Original Loan Agreement entered into on June 29, 2017 among Borrower III, the Lenders and the Agent, each serving in its same capacity. to the Tranche 2 Loan Agreement, Borrower III’s borrowings thereunder have increased from a principal amount of $87,803,354.04 to a principal amount of $89,149,395.99 (the “Amended Tranche 2 Loan”) and the weighted average fixed-rate spread over one-month LIBOR for the duration of the Amended Tranche 2 Loan decreased from 2.30% to 2.10%. The Tranche 2 Loan Agreement changed the initial maturity date of the Amended Tranche 2 Loan from October 9, 2019 to November 9, 2019. Borrower III also has the option to extend the Amended Tranche 2 Loan beyond the initial maturity date for three successive one-year extensions, provided, among other things, that there is no event of default under the Tranche 2 Loan Agreement on each maturity date. In addition, the Tranche 2 Loan Agreement also reduced Borrower III’s reporting requirements in connection with the Amended Tranche 2 Loan, and the Amended Tranche 2 Loan is now cross-defaulted and cross-collateralized with the Amended Tranche 1 Loan to the Tranche 2 Loan Agreement and the Cross-Guaranty, respectively.

The foregoing description of the Tranche 2 Loan Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Tranche 2 Loan Agreement, which is filed as Exhibit 10.2 hereto and is incorporated herein by reference.

For additional disclosures regarding the terms of the Original Loan Agreements, see the Company’s Current Reports on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on each of April 5, 2017 and July 6, 2017.

Amendment and Extension of Repurchase Facility with Credit Suisse

On November 17, 2017, the Company, acting through its subsidiaries, extended the term of its Third Amended and Restated Master Purchase Agreement (the “Third A&R Repurchase Agreement”) relating to the Company’s repurchase facility (the “CS Repurchase Facility”) with Credit Suisse First Boston Mortgage Capital, LLC (“Credit Suisse”). In connection therewith, certain of the Company’s financial covenants under the CS Repurchase Facility were updated to customary provisions to better reflect the Company’s business. The aggregate maximum borrowing capacity of the CS Repurchase Facility remained unchanged at $350.0 million.

The obligations of the Company’s subsidiaries under the Third A&R Repurchase Agreement continue to be fully guaranteed by the Company to the Third Amended and Restated Guaranty, dated November 18, 2016 (the “Guaranty”) made by the Company in favor of Credit Suisse.

Other than as described above, the CS Repurchase Facility with Credit Suisse under the Third A&R Repurchase Agreement remains substantially unchanged.

The disclosures herein regarding the Third A&R Repurchase Agreement and the Guaranty do not purport to be complete and are qualified in their entirety to the full text of such documents, which are filed as exhibits 10.1 and 10.2, respectively, in the Company’s Current Report on Form 8-K filed with the SEC on November 23, 2016 (the “November 23, 2016 Form 8-K”), which is incorporated herein by reference.

For additional disclosures regarding the terms of the Third A&R Repurchase Agreement and Guaranty, see the Company’s November 23, 2016 Form 8-K and the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 filed with the SEC on November 7, 2017.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under and Off-Balance Sheet Arrangement of a Registrant

See Item 1.01 above, which is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

Amended and Restated Loan Agreement, dated November 13, 2017, by and among Home SFR Borrower II, LLC, as Borrower, Vaca Morada Partners, LP, as a Lender, MSR II, L.P., as a Lender, and Amherst SFR Lender LLC, as Agent

Amended and Restated Loan Agreement, dated November 13, 2017, by and among Home SFR Borrower III, LLC, as Borrower, Vaca Morada Partners, LP, as a Lender, MSR II, L.P., as a Lender, and Amherst SFR Lender LLC, as Agent


Altisource Residential Corp Exhibit
EX-10.1 2 ex101amherst2017tranche1lo.htm EXHIBIT 10.1 Exhibit EXHIBIT 10.1AMENDED AND RESTATED LOAN AGREEMENT Dated as of November 13,…
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About ALTISOURCE RESIDENTIAL CORPORATION (NYSE:RESI)

Altisource Residential Corporation is a real estate investment trust (REIT). The Company is focused on acquiring, owning and managing single-family rental properties throughout the United States. The Company operates through the segment focused on the resolution of sub-performing and non-performing mortgages, and acquisition and ownership of rental residential properties. It acquires its single-family rental properties primarily through the acquisition of sub-performing and non-performing loan portfolios. The Company conducts its activities through its subsidiary, Altisource Residential, L.P., and its subsidiaries. The Company has approximately 6,520 real estate owned (REO) properties, consisting of over 4,930 REO properties held for use and over 1,580 held for sale. Of approximately 4,930 REO properties held for use, over 2,120 properties are leased, over 260 are listed and ready for rent, and approximately 350 are in varying stages of renovation and unit turn status.

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