SecProbe.io

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 Altisource
Portfolio Solutions S.A. 

 33,
Boulevard Prince Henri 

 L-1724
Luxembourg 

 Grand
Duchy of Luxembourg 

 

 November
25, 2025 

 

 VIA
EDGAR 

 U.S.
Securities and Exchange Commission 

 Division
of Corporation Finance 

 100
F Street, N.E. 

 Washington,
D.C. 20549 

 

 
 Re: Altisource
Portfolio Solutions S.A. 
 
 Registration
Statement on Form S-3, Filed on October 24, 2025 
 
 File
No. 333-291061 
 

 

 

 Ladies
and Gentlemen: 

 

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Altisource Portfolio Solutions S.A. (the "Company" )
hereby respectfully requests that the effectiveness of the Registration Statement on Form S-3 (File No. 333-291061) of the Company, filed
with the U.S. Securities and Exchange Commission on October 24, 2025 (the "Registration Statement" ), be accelerated
so that the Registration Statement shall become effective at 4:00 p.m. (Eastern Time) on November 28, 2025, or as soon as practicable
thereafter. 

 

 The
Company hereby confirms that it is aware of its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange
Act of 1934, as amended, as they relate to the proposed offering of the securities specified in the Registration Statement. 

 

 It
would be appreciated if, promptly after the Registration Statement has become effective, you would so inform our outside counsel, Keith
Pisani of Paul Hastings LLP, by telephone at (212) 318-6053 or by email at keithpisani@paulhastings.com. The Company hereby authorizes
Mr. Pisani of Paul Hastings LLP to orally modify or withdraw this request for acceleration. 

 

 
 
 
 Sincerely 
 
 
 
 
 
 ALTISOURCE
 PORTFOLIO SOLUTIONS S.A. 
 
 
 
 
 
 By: 
 /s/
 Michelle D. Esterman 
 
 
 Name: 
 Michelle
 D. Esterman 
 
 
 Title: 
 Chief
 Financial Officer 
 

 

 
 
 cc: 
 Gregory J. Ritts, Chief Legal Officer, Altisource Portfolio Solutions, 
 
 
 Keith Pisani, Paul Hastings LLP

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 Altisource Portfolio Solutions S.A.

 33, Boulevard Prince Henri

 L-1724 Luxembourg

 Grand Duchy of Luxembourg

 April 29, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: Altisource Portfolio Solutions S.A.

 Registration Statement on Form S-1, Filed
on January 31, 2025

 File No. 333-284648

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities
Act of 1933, as amended, Altisource Portfolio Solutions S.A. (the "Company" ) hereby respectfully requests that
the effectiveness of the Registration Statement on Form S-1 (File No. 333-284648) of the Company, filed with the U.S. Securities
and Exchange Commission on January 31, 2025 (together with any amendments thereto, the "Registration Statement" ),
be accelerated so that the Registration Statement shall become effective at 4:30 p.m. (Eastern Time) on April 30, 2025, or as
soon as possible thereafter.

 The Company hereby confirms that it is aware of its responsibilities
under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed offering
of the securities specified in the Registration Statement.

 It would be appreciated if, promptly after the Registration Statement
has become effective, you would so inform our outside counsel, Keith Pisani of Paul Hastings LLP, by telephone at (212) 318-6053 or by
email at keithpisani@paulhastings.com. The Company hereby authorizes Mr. Pisani of Paul Hastings LLP to orally modify or withdraw
this request for acceleration.

 Sincerely

 ALTISOURCE
 PORTFOLIO SOLUTIONS S.A.

 By:
 /s/
 Michelle Esterman

 Name:
 Michelle
 Esterman

 Title:
 Chief
 Financial Officer

 cc:
 Gregory J. Ritts, Chief Legal Officer, Altisource Portfolio Solutions S.A.

 Max Kirchner, Paul Hastings LLP Keith Pisani, Paul Hastings LLP

February 10, 2025
William Shepro
Chief Executive Officer
Altisource Portfolio Solutions S.A.
33, Boulevard Prince Henri
L-1724 Luxembourg
Grand Duchy of Luxembourg
Re:Altisource Portfolio Solutions S.A.
Registration Statement on Form S-1
Filed January 31, 2025
File No. 333-284648
Dear William Shepro:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Alyssa Wall at 202-551-8106 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Max Kirchner

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Altisource
Portfolio Solutions S.A.

33, Boulevard Prince Henri

L-1724 Luxembourg

Grand Duchy of Luxembourg

January 5, 2024

VIA EDGAR

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-0406

 Re: Altisource Portfolio Solutions, S.A.

    Registration Statement on Form S-3, Filed December 28,
2023

    File No. 333-276301

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Altisource Portfolio Solutions S.A. (the “Company”)
hereby requests that the effectiveness of the Registration Statement on Form S-3 (Registration No. 333-276301) of the Company
(the “Registration Statement”), filed with the Securities and Exchange Commission on December 28, 2023,
be accelerated so that such Registration Statement shall become effective at 4:30 p.m. (Eastern Time) on January 9, 2024, or
as soon as possible thereafter. There are no underwriters for this proposed offering, which is an offering of the Company’s
common stock by selling stockholders.

The Company hereby confirms
that it is aware of its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended,
as they relate to the proposed offering of the securities specified in the Registration Statement.

It
would be appreciated if, promptly after the Registration Statement has become effective, you would so inform our outside counsel, Max
Kirchner of Paul Hastings LLP, by telephone at (212) 318-6096 or by email at maxkirchner@paulhastings.com. The Company hereby authorizes
Mr. Kirchner to orally modify or withdraw this request for acceleration.

Sincerely,

  ALTISOURCE PORTFOLIO SOLUTIONS S.A.

By:
/s/ William B. Shepro

William B. Shepro

Chief Executive Officer

cc: Gregory
Ritts, Chief Legal Officer, Altisource Portfolio Solutions S.A.

  Max Kirchner, Paul Hastings LLP

United States securities and exchange commission logo
January 4, 2024
Greg Ritts
General Counsel
Altisource Portfolio Solutions S.A.
33, Boulevard Prince Henri
L-1724 Luxembourg
Grand Duchy of Luxembourg
Re:Altisource Portfolio Solutions S.A.
Registration Statement on Form S-3
Filed December 28, 2023
File No. 333-276301
Dear Greg Ritts:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Rucha Pandit at 202-551-6022 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Will Burns

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Altisource
Portfolio Solutions S.A.

33, Boulevard Prince Henri

L-1724 Luxembourg

Grand Duchy of Luxembourg

December 30, 2022

VIA EDGAR

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-0406

 Re: Altisource Portfolio Solutions, S.A.

Registration Statement on Form S-3, Filed December 12,
2022

File No. 333-268761

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Altisource Portfolio Solutions S.A. (the “Company”)
hereby requests that the effectiveness of the Registration Statement on Form S-3 (Registration No. 333-268761) of the Company
(the “Registration Statement”), filed with the Securities and Exchange Commission on December 12, 2022,
be accelerated so that such Registration Statement shall become effective at 4:30 p.m. (Eastern Time) on January 4, 2023, or
as soon as possible thereafter. Future managing or principal underwriters, if any, will be identified in a prospectus supplement
to the Registration Statement at the time of the applicable offering.

The Company hereby confirms
that it is aware of its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended,
as they relate to the proposed offering of the securities specified in the Registration Statement.

It
would be appreciated if, promptly after the Registration Statement has become effective, you would so inform our outside counsel, Max
Kirchner of Paul Hastings LLP, by telephone at (212) 318-6096 or by email at maxkirchner@paulhastings.com. The Company hereby authorizes
Mr. Kirchner to orally modify or withdraw this request for acceleration.

    Sincerely,

    ALTISOURCE PORTFOLIO SOLUTIONS S.A.

    By:
    /s/ William B. Shepro

    William B. Shepro

    Chief Executive Officer

cc: Gregory Ritts, Chief Legal
Officer, Altisource Portfolio Solutions S.A.

 Max Kirchner, Paul Hastings LLP

United States securities and exchange commission logo
December 29, 2022
Gregory Ritts
General Counsel
ALTISOURCE PORTFOLIO SOLUTIONS S.A.
33, Boulevard Prince Henri
L-1724 Luxembourg
Grand Duchy of Luxembourg
Re:ALTISOURCE PORTFOLIO SOLUTIONS S.A.
Registration Statement on Form S-3
Filed December 12, 2022
File No. 333-268761
Dear Gregory Ritts:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Rucha Pandit at (202) 551-6022 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Max Kirchner

United States securities and exchange commission logo
January 12, 2022
William Shepro
Chairman and Chief Executive Officer
Altisource Portfolio Solutions S.A.
40, avenue Monterey
L-2163 Luxembourg
Grand Duchy of Luxembourg
Re:Altisource Portfolio Solutions S.A.
Form 10-K for the Fiscal Year Ended December 31, 2020
Filed March 11, 2021
File No. 001-34354
Dear Mr. Shepro:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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Document

 Altisource Portfolio Solutions S.A.

 42, Avenue Monterrey

 L-2163 Luxembourg

 www.altisource.com

December 6, 2021

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Attention:  Keira Nakada Suying Li

Re: Altisource Portfolio Solutions S.A.

Form 10-K for the Fiscal Year Ended December 31, 2020 Filed March 11, 2021

File No. 001-34354

Dear Staff of the Securities and Exchange Commission:

Set forth below are the responses of Altisource Portfolio Solutions S.A. (the “Company”) to the comments contained in the comment letter of the Staff of the Securities and Exchange Commission, dated November 22, 2021, with respect to the Form 10-K for the fiscal year ended December 31, 2020.

For ease of reference, the headings and numbers of the responses set forth below correspond to the headings and numbers in the Staff’s comments, and we have set forth below, in italics, the text of the Staff’s comment prior to each response in the same order as presented in the Staff’s letter.

Form 10-K for the Fiscal Year Ended December 31, 2020

Item 6.  Selected Financial Data

Non-GAAP Measures, page 29

1.For each non-GAAP measure presented, please explain in greater detail how management uses the measure and why you believe it provides useful information to investors regarding your liquidity or performance.  Refer to Item 10(e)(1)(i)(C) and (D) of Regulation S-K.

Response:

In future filings, we will enhance our disclosure to read as follows (added language underlined):

Adjusted net (loss) income attributable to Altisource, adjusted diluted (loss) earnings per share, adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) and net debt less investment in equity securities, which are presented elsewhere in this Annual Report on Form 10-K, are non-GAAP measures used by management, existing shareholders, potential shareholders and other users of our financial information to measure Altisource’s performance.  These measures do not purport to be alternatives to net (loss) income attributable to Altisource, diluted (loss) earnings per share and long-term debt, including current portion, as measures of Altisource’s performance.  We believe these measures are useful to management, existing shareholders, potential shareholders and other users of our financial information in evaluating operating profitability and cash flow generation more on the basis of continuing cost and cash flows as they exclude amortization expense related to acquisitions that occurred in prior periods and non-cash share-based compensation expense and/or depreciation expense, financing expense and income taxes, as well as the effect of more significant non-operational

U.S. Securities and Exchange Commission

Division of Corporation Finance

December 6, 2021

Page 2

items from earnings and long-term debt net of cash on-hand and investment in equity securities.  We believe these measures are also useful in evaluating the effectiveness of our operations and underlying business trends in a manner that is consistent with management’s evaluation of business performance.  Furthermore, we believe the exclusion of more significant non-operational items enables comparability to prior period performance and trend analysis.  Specifically, management uses adjusted net (loss) income attributable to Altisource to measure the on-going after tax performance of the Company because the measure adjusts for the after tax impact of more significant non-recurring items, amortization expense relating to prior acquisitions (some of which fluctuates with revenue from certain customers and some of which is amortized on a straight-line basis) and non-cash share-based compensation expense which can fluctuate based on vesting schedules, grant date timing and the value attributable to awards.  We believe adjusted net (loss) income attributable to Altisource is useful to existing shareholders, potential shareholders and other users of our financial information because it provides an after-tax measure of Altisource’s on-going performance that enables these users to perform trend analysis using comparable data.  Management uses adjusted diluted (loss) earnings per share to further evaluate adjusted net (loss) income attributable to Altisource while taking into account changes in the number of diluted shares over the comparable periods.  We believe adjusted diluted (loss) earnings per share is useful to existing shareholders, potential shareholders and other users of our financial information because it also enables these users to evaluate adjusted net (loss) income attributable to Altisource on a per share basis.  Management uses Adjusted EBITDA to measure the Company’s overall performance (with the adjustments discussed earlier with regard to adjusted net (loss) income attributable to Altisource) without regard to its capitalization (debt vs. equity) or its income taxes and to perform trend analysis of the Company’s performance over time.  Our effective income tax rate can vary based on the jurisdictional mix of our income.  Additionally, as the Company’s capital expenditures have significantly declined over time, it provides a measure for management to evaluate the Company’s performance without regard to prior capital expenditures.  Management also uses Adjusted EBITDA as one of the measures in determining bonus compensation for certain employees.  We believe Adjusted EBITDA is useful to existing shareholders, potential shareholders and other users of our financial information for the same reasons that management finds the measure useful.  Management uses net debt less investment in equity securities in evaluating the amount of debt the Company has that is in excess of cash and cash equivalents and equity securities.  We deduct investment in equity securities from debt in arriving at this measure because our Senior Secured Term Loan requires the Company to use any proceeds from the sale of equity securities to repay the Senior Secured Term Loan.  We believe net debt less investment in equity securities is useful to existing shareholders, potential shareholders and other users of our financial information for the same reasons management finds the measure useful.

1.Please expand your disclosure to clarify how you determined the tax effects related to the adjustments in calculating the adjusted net (loss) income attributable to Altisource and adjusted diluted (loss) earnings per share measures in each reporting period presented.  Please also tell us why it is not necessary to provide tax effects on the unrealized gain on investment in equity securities adjustment in 2020.

Response:

In future filings, we will enhance our disclosure to add the following underlined language:

Altisource operates in several countries, including Luxembourg, India, the United States and Uruguay.  The Company has differing effective tax rates in each country and these rates may change from year to year.  In determining the tax effects related to the adjustments in calculating adjusted net (loss) income attributable to Altisource and adjusted diluted (loss) earnings per share, we use the tax rate in the country in which the adjustment applies or, if the adjustment is recognized in more than one country, we separate the adjustment by country, apply the relevant tax rate for each country to the applicable adjustment, and then sum the result to arrive at the total adjustment, net of tax.  In 2019, the Company recognized a full valuation allowance on its net deferred tax assets in Luxembourg.  Accordingly, for 2020 and 2019, the Company has an effective tax rate of close to 0% in Luxembourg.

We did not provide tax effects on the unrealized gain on investment in equity securities in 2020 because, following a successful filing to return withholding taxes related to prior year sales of these equity securities, we were more certain that there would not be any tax consequences to Altisource upon the sale of these equity securities.  Upon the sale of equity securities in prior years, the withholding agent withheld taxes on the proceeds of the sale.  However, the proceeds from the sale represented a return of basis and not a gain on sale.  The Company sold all of its remaining equity securities in the fourth quarter of 2020.

2.Please disclose your purposes for including the adjustments for Pointillist losses in calculating the adjusted net (loss) income attributable to Altisource, adjusted diluted (loss) earnings per share, and adjusted EBITDA measures.

U.S. Securities and Exchange Commission

Division of Corporation Finance

December 6, 2021

Page 3

Please tell us how you determined it is appropriate to add back the Pointillist losses to arrive at the non-GAAP measures.  Refer to Question 100.01 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations.

Response:

Pointillist is an earlier stage business developed by Altisource through our consumer analytics capabilities.  During 2019, we created Pointillist, Inc. as a separate legal entity to position it for outside investment.  In September 2019, we contributed the Pointillist business and $8.5 million to Pointillist, Inc.  In connection with the creation of the separate entity, Altisource had no ongoing obligation to participate in the future funding of Pointillist.  We also designated Pointillist, Inc. as an unrestricted subsidiary under our Senior Secured Term Loan.  At the time created and until its recent sale, Pointillist was owned by Altisource and management of Pointillist.  As of December 31, 2020, management of Pointillist owned a non-controlling interest representing 12.1% of the outstanding equity of Pointillist.  Because of the contribution of the business and cash to the newly created entity in late 2019, we began adding back Pointillist losses in arriving at our non-GAAP measures in 2020.

Since (1) Altisource has no ongoing obligation to fund Pointillist, (2) Pointillist was positioned to and focused on raising third-party capital, (3) Pointillist was an unrestricted subsidiary under our Senior Secured Term Loan, and (4) Pointillist is not part of Altisource’s core, normal, recurring business, we believe it is appropriate to add back the losses of Pointillist.  As further evidence of Pointillist’s and Altisource’s intentions, subsequent to the filing of our 2020 Form 10-K, Pointillist raised $1.2 million of convertible debt from parties other than Altisource to fund its operations (in May 2021), entered into a definitive agreement to sell all of its equity to a third party (in October 2021) and completed the sale all of its equity to a third party (in December 2021).

In future filings, we will enhance our disclosure to add the following underlined language as applicable:

Following the 2019 creation of Pointillist as a separate legal entity, Altisource had no ongoing obligation to fund Pointillist, Pointillist was positioned to and focused on raising third-party capital and Pointillist was an unrestricted subsidiary under our Senior Secured Term Loan.  Additionally, Pointillist was not part of Altisource’s core, normal, recurring business.  For these reasons, in 2020 we began adding back the losses of Pointillist in calculating adjusted net (loss) income attributable to Altisource, adjusted diluted (loss) earnings per share, and Adjusted EBITDA.

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations, page 40

3.You attribute the changes in revenue, cost of revenue, and gross profit over the reporting periods to multiple factors.  Please expand your results of operations discussion to quantify the amount of changes contributed by each underlying factor that you identified.  Refer to Item 303 of Regulation S-K.

Response:

In future filings, we will expand our results of operations discussion to quantify the changes contributed to factors to the extent such amounts are quantifiable and reasonably estimable.  Because of the interdependencies of many of the factors that we identify, it is difficult and, in some cases not possible, to estimate and isolate the amounts of changes from many individual factors.  For example, in 2019, referral volumes from our largest customer, Ocwen, declined due to (1) a temporary impact in referral volume from its transition from one servicing platform to another, (2) its smaller portfolio and lower delinquency rate on its portfolios, and (3) one of Ocwen’s customers increasing its use of foreclosure auctions, reducing its referrals to us.  We separately disclose the total revenue from Ocwen and the decline.  However, quantifying the amount of the decline associated with each of the underlying factors in the forgoing example would be difficult because the interdependencies of many of these factors would require significant assumptions and could be misleading to users of the financial statements.

Liquidity and Capital Resources

Cash Flows, page 47

4. Net (loss) income adjusted for non-cash items appears to be a non-GAAP financial measure.  Please provide the disclosure required by Item 10(e) of Regulation S-K.

U.S. Securities and Exchange Commission

Division of Corporation Finance

December 6, 2021

Page 4

Response:

Given the measure is calculated exclusively using GAAP measures from the Statement of Cash Flows, we do not believe “Net (loss) income adjusted for non-cash items” is a non-GAAP measure. “Net (loss) income adjusted for non-cash items” reflects amounts directly from the Statement of Cash Flows. Specifically it is net loss plus the “Adjustments to reconcile net loss to net cash (used in) provided by operating activities” excluding “Changes in operating assets and liabilities”.

The following is an excerpt from the U.S. Securities and Exchange Commission’s Financial Reporting Manual, Topic 8, Non-GAAP Measures of Financial Performance, Liquidity, and Net Worth, Section 8120.3:

            8120.3  … Examples of measures that are not non-GAAP financial measures include:

            …

g.Ratios or statistical measures that are calculated using exclusively one or both of:

1.financial measures calculated in accordance with GAAP (such as earnings per share); and

2.operating measures or other measures that are not non-GAAP measures (such as dollar revenues per square foot for hotels, same store sales, and revenues per slot machine for casinos, assuming that sales/revenues for each measure is based on GAAP numbers).

However, given the Staff’s comment, in future filings, we will remove the first two line items from this table.  Specifically, we will not disclose “Net (loss) income adjusted for non-cash items” and “Changes in operating assets and liabilities.”

If you have any questions regarding the above responses, please contact the undersigned at (770) 225-0467, or our legal counsel, Max Kirchner at Paul Hastings at (212) 318-6096.

Sincerely,

/s/ Michelle D. Esterman

Michelle D. Esterman

Chief Financial Officer

(770) 225-0467

Michelle.Esterman@altisource.com

United States securities and exchange commission logo
November 22, 2021
William Shepro
Chairman and Chief Executive Officer
Altisource Portfolio Solutions S.A.
40, avenue Monterey
L-2163 Luxembourg
Grand Duchy of Luxembourg
Re:Altisource Portfolio Solutions S.A.
Form 10-K for the Fiscal Year Ended December 31, 2020
Filed March 11, 2021
File No. 001-34354
Dear Mr. Shepro:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2020
Item 6. Selected Financial Data
Non-GAAP Measures, page 29
1.For each non-GAAP measure presented, please explain in greater detail how management
uses the measure and why you believe it provides useful information to investors
regarding your liquidity or performance.  Refer to Item 10(e)(1)(i)(C) and (D)
of Regulation S-K.
2.Please expand your disclosure to clarify how you determined the tax effects related to the
adjustments in calculating the adjusted net (loss) income attributable to Altisource and
adjusted diluted (loss) earnings per share measures in each reporting period presented.
Please also tell us why it is not necessary to provide tax effects on the unrealized gain on
investment in equity securities adjustment in 2020.

 FirstName LastNameWilliam Shepro
 Comapany NameAltisource Portfolio Solutions S.A.
 November 22, 2021 Page 2
 FirstName LastName
William Shepro
Altisource Portfolio Solutions S.A.
November 22, 2021
Page 2
3.Please disclose your purpose for including the adjustments for Pointillist losses in
calculating the adjusted net (loss) income attributable to Altisource, adjusted diluted (loss)
earnings per share, and adjusted EBITDA measures.  Please tell us how you determined it
is appropriate to add back the Pointillist losses to arrive at the non-GAAP measures.
Refer to Question 100.01 of the Non-GAAP Financial Measures Compliance and
Disclosure Interpretations.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 40
4.You attribute the changes in revenue, cost of revenue, and gross profit over the reporting
periods to multiple factors.  Please expand your results of operations discussion to
quantify the amount of changes contributed by each underlying factor that you identified.
Refer to Item 303 of Regulation S-K.
Liquidity and Capital Resources
Cash Flows, page 47
5.Net (loss) income adjusted for non-cash items appears to be a non-GAAP financial
measure.  Please provide the disclosure required by Item 10(e) of Regulation S-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Keira Nakada at 202-551-3659 or Suying Li at 202-551-3335 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

Mail Stop 3720
December 27, 2017

William B. Shepro
Chief Executive Officer
Altisource Portfolio Solutions S.A.
40, avenue Monterey
L-2163 Luxembourg
Grand Duchy of Luxembourg

Re: Altisource Portfolio Solutions S.A.
 Form 10-K for Fiscal Year Ended December 31, 2016
Filed February 16, 2017
File No. 001 -34354

Dear Mr. Shepro :

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Kathleen Krebs, for

 Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

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		Document

 Altisource Portfolio Solutions S.A.

 40, avenue Monterey

L-2163 Luxembourg

 www.altisource.com

December 15, 2017

Mr. Larry Spirgel

Assistant Director

U.S. Securities and Exchange Commission Division of Corporation Finance

450 Fifth Street, N.W.

Washington, DC 20549

Re: Altisource Portfolio Solutions S.A.

Form 10-K for Fiscal Year Ended December 31, 2016 Filed February 16, 2017

Form 10-Q for Quarterly Period Ended September 30, 2017 Filed October 26, 2017

File No. 001-34354

Dear Mr. Spirgel:

Set forth below are the responses of Altisource Portfolio Solutions S.A. (the “Company”) to the comments contained in the comment letter of the Staff of the Securities and Exchange Commission, dated December 4, 2017, with respect to the above referenced filings.

For ease of reference, the headings and numbers of the responses set forth below correspond to the headings and numbers in the Staff’s comments, and we have set forth below, in italics, the text of the Staff’s comment prior to each response in the same order as presented in the Staff’s letter.

Form 10-Q for Quarterly Period Ended September 30, 2017

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Consolidated Results of Operations

Revenue, page 35

1.

 We note your disclosure that the reason for the decline in your service revenues was primarily due to declines in your customer relationship management revenue (partly as a result of the transition of services from one customer to another) and “the normal runoff of Ocwen’s portfolio in the Mortgage Market.”  Provide greater

1

Mr. Larry Spirgel

December 15, 2017

Page 2

detail as to the significance of Ocwen’s portfolio to your financial results, clarify what you mean by “normal” runoff, and describe the decline referenced above with respect to any impact on your operating results given that the Mortgage Market is your largest segment and Ocwen is your most significant customer within that segment.

Response:

With respect to the significance of Ocwen’s portfolio to our financial results, we respectfully submit that disclosures provided throughout our Form 10-Q provide information as to the portfolio’s significance, which we believe adequately informs investors of the importance of the Ocwen relationship to our financial results.  The following are excerpts from our filing for your reference:

Note 2 to the Financial Statements, Customer Concentration, describes the significance of Ocwen and its portfolio to our financial results.  The following are excerpts from Note 2 (page 11):

“Ocwen Financial Corporation (“Ocwen”) is our largest customer.  Ocwen purchases certain mortgage services and technology services from us under the terms of master services agreements and amendments thereto (collectively, the “Ocwen Service Agreements”) with terms extending through August 2025…

…

Revenue from Ocwen primarily consists of revenue earned directly from Ocwen and revenue earned from the loans serviced by Ocwen when Ocwen designates us as the service provider.  Revenue from Ocwen as a percentage of segment and consolidated revenue was as follows:

 Three Months Ended

September 30,

 Nine Months Ended

September 30,

 2017

 2016

 2017

 2016

Mortgage Market

 68

 %

 65

 %

 68

 %

 65

 %

Real Estate Market

 1

 %

 --%

 1

 %

 --%

Other Businesses, Corporate and Eliminations

 7

 %

 25

 %

 11

 %

 24

 %

Consolidated revenue

 58

 %

 56

 %

 58

 %

 56

 %

For the nine months ended September 30, 2017 and 2016, we generated revenue from Ocwen of $422.1 million and $422.2 million, respectively ($136.4 million and $141.6 million for the third quarter of 2017 and 2016, respectively).  Services provided to Ocwen during such periods and reported in the Mortgage Market segment included real estate asset management and sales, residential property valuation, trustee management services, property preservation and inspection services, insurance services, mortgage charge-off collections and certain software applications.  Services provided to Ocwen and reported in the Real Estate Market segment included rental property management.  Services provided to Ocwen and reported as Other Businesses, Corporate and Eliminations included information technology (“IT”) infrastructure management…

…

2

Mr. Larry Spirgel

December 15, 2017

Page 3

We earn additional revenue related to the portfolios serviced by Ocwen when a party other than Ocwen or NRZ selects Altisource as the service provider.  For the nine months ended September 30, 2017 and 2016, we recognized revenue of $118.0 million and $146.0 million, respectively ($35.1 million and $48.0 million for the third quarter of 2017 and 2016, respectively), related to the portfolios serviced by Ocwen when a party other than Ocwen or NRZ selected Altisource as the service provider.  These amounts are not included in deriving revenue from Ocwen as a percentage of revenue in the table above…”

Note 20 to the Financial Statements (page 22) describes the potential impact that the loss of Ocwen’s business could have on our revenue and results of operations, as follows:

Ocwen Related Matters

“As discussed in Note 2, Ocwen is our largest customer…

…

Ocwen has disclosed that it is subject to a number of ongoing federal and state regulatory examinations, consent orders, inquiries, requests for information and other actions and is subject to pending legal proceedings that have or could result in adverse regulatory or other actions against Ocwen…

…

If any of the following events occurred, Altisource’s revenue would be significantly lower and our results of operations could be materially adversely affected, including from the possible impairment or write-off of goodwill, intangible assets, property and equipment, other assets and accounts receivable:

•

 Altisource loses Ocwen as a customer or there is a significant reduction in the volume of services they purchase from us

•

 Ocwen loses, sells or transfers a significant portion or all of its non-GSE servicing rights or subservicing arrangements and Altisource fails to be retained as a service provider

•

 Ocwen loses state servicing licenses in states with a significant number of loans in Ocwen’s servicing portfolio

•

 Altisource fails to be retained as a service provider

•

 The contractual relationship between Ocwen and Altisource changes significantly or there are significant changes to our pricing to Ocwen for services from which we generate material revenue”

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations (“Management’s Discussion and Analysis”), Overview, Strategy and Growth Businesses (page 30), further describes our Servicer Solutions business as follows:

“Through this business, we provide a suite of services and technologies to meet the evolving and growing needs of loan servicers. We are focused on growing referrals from our existing customer base, expanding the service and proprietary technology offerings to our customer base, and attracting new customers to our offerings.  We have a customer base that includes Ocwen, a government-sponsored enterprise (“GSE”), NRZ, several top ten bank servicers and non-bank servicers and asset managers.  Even as loan

3

Mr. Larry Spirgel

December 15, 2017

Page 4

delinquencies return to historical norms, we believe there is a very large addressable market for our offerings.  We believe we are one of only a few providers with a broad suite of servicer solutions, nationwide coverage and demonstrated scalability.  Further, we believe we are well positioned to gain market share as existing customers and prospects consolidate to larger, full-service providers and outsource services that have historically been performed in-house.”

Management’s Discussion and Analysis, Overview, Ocwen Related Matters (page 31), also describes the significance of Ocwen to Altisource as follows:

“Revenue from Ocwen represented 58% of our revenue for the nine months ended September 30, 2017 (58% of our revenue for the third quarter of 2017).  Additionally, 16% of our revenue for the nine months ended September 30, 2017 (15% of our revenue for the third quarter of 2017) was earned on the portfolios serviced by Ocwen, when a party other than Ocwen or NRZ selected Altisource as the service provider.”

Further, Management’s Discussion and Analysis, Overview, Factors Affecting Comparability (page 34) provides additional information regarding changes in the size of Ocwen’s portfolio and number of delinquent loans by comparing the average number of loans and the average number of delinquent non-GSE loans serviced by Ocwen for the periods reported compared to the prior periods, as follows:

•

 “The average number of loans serviced by Ocwen on REALServicing (including those MSRs owned by NRZ and subserviced by Ocwen) was 1.3 million for the nine months ended September 30, 2017 compared to 1.5 million for the nine months ended September 30, 2016, a decrease of 13% (1.2 million for the third quarter of 2017 and 1.4 million for the third quarter of 2016, a decrease of 12%).  The average number of delinquent non-GSE loans serviced by Ocwen on REALServicing was 182 thousand for the nine months ended September 30, 2017 compared to 224 thousand for the nine months ended September 30, 2016, a decrease of 19% (178 thousand for the third quarter of 2017 and 211 thousand for the third quarter of 2016, a decrease of 16%).  The number of loans transferred by Ocwen to NRZ and serviced by NRZ was 0.1 million for the nine months ended September 30, 2017 and the third quarter of 2017.”

To the extent relevant to the analysis of our financial performance in any future period, we will change the reference to the “normal runoff of Ocwen’s portfolio,” to the following in future filings:

“the reduction in the size of Ocwen’s portfolio and number of delinquent loans resulting from loan repayments, loan modifications, short sales, REO sales and other forms of resolution”

To describe the revenue decline with respect to any impact on our operating results, to the extent that the Mortgage Market is our largest segment and to the extent Ocwen continues to be our largest customer within that segment, we will add the following disclosure in future filings (bracketed language will be included if also true at the time of filing):

“Because the Mortgage Market is our largest [and highest margin] segment and Ocwen is our largest customer in this segment, declines in service revenue from Ocwen and the changes in mix of revenue from Ocwen have had a negative impact on our operating income.”

4

Mr. Larry Spirgel

December 15, 2017

Page 5

Form 10-Q for Quarterly Period Ended September 30, 2017

Management’s Discussion and Analysis

Legal Proceedings

Regulatory Matters, page 51

2.

 We note that the Consumer Financial Protection Bureau (CFPB) is considering a potential enforcement action against Altisource.  You disclose that the alleged violation “primarily concerns certain technology services provided to Ocwen.”  Enhance your disclosure to include a description of the factual basis alleged by the CFPB that underlies the potential enforcement action.  Refer to Item 103 of Regulation S-K.

Response:

To the extent this matter is disclosed in future filings, we will enhance our disclosure to read as follows (added or revised language underlined):

“As previously disclosed, Altisource received a Notice and Opportunity to Respond and Advise (“NORA”) letter on November 10, 2016 from the CFPB indicating that the CFPB is considering a potential enforcement action against Altisource relating to an alleged violation of federal law focused on REALServicing and certain other technology services provided to Ocwen, including claims related to the features, functioning and support of such technology.”

Form 10-Q for Quarterly Period Ended September 30, 2017

PART II – OTHER INFORMATION

Risk Factors, page 51

3.

 Enhance your risk factor disclosure to address the specific events that could result in the Brokerage Agreement being terminated early.

Response:

To the extent this risk factor appears in future filings, we will enhance our risk disclosure to read as follows (added or revised language underlined):

“We have entered into a Brokerage Agreement with NRZ’s licensed brokerage subsidiary, and into a related letter agreement with NRZ, to provide real estate brokerage services on the Ocwen Transferred Portfolio and with respect to approximately $6 billion of non-Ocwen serviced non-GSE portfolios. The Brokerage Agreement and the letter agreement are effective through August 31, 2025 but may be terminated early by us if we are not able to enter into a Services Agreement with NRZ, or by NRZ upon the occurrence of certain specified events, some of which are not subject to a cure period. Termination events, include, but are not limited to, a breach of the terms of the Brokerage Agreement (including, without limitation, the failure to meet performance standards and non-compliance with law), the failure to maintain licenses which failure materially prevents performance of the contract, regulatory allegations of non-compliance, voluntary or involuntary bankruptcy, appointment of a receiver, disclosure in a Form 10-K or Form 10-Q that there is significant uncertainty about Altisource’s ability to continue as a going concern, failure to maintain a specified level of cash and an unapproved change of control.  If any one of these termination

5

Mr. Larry Spirgel

December 15, 2017

Page 6

events occurs and the Brokerage Agreement is terminated, this could have a material adverse impact on our future revenue and results of operations.”

If you have any questions regarding the above responses, please contact Michelle D. Esterman, Executive Vice President, Finance and Principal Accounting Officer at (877) 839-7117, extension 247950, or our legal counsel, Elizabeth Noe at Paul Hastings LLP at (404) 815-2287.

Sincerely,

/s/ William B. Shepro

William B. Shepro

Chief Executive Officer

6

Mail Stop 3720
December 4, 2017

William B. Shepro
Director and Chief Executive Officer
Altisource Portfolio Solutions S.A.
40, avenue Monterey
L-2163 Luxembourg
Grand Duchy of Luxembourg

Re: Altisource Portfolio Solutions S.A.
 Form 10-K for Fiscal Year Ended December 31, 2016
Filed February 16, 2017
Form 10 -Q for Quarterly Period Ended September 30, 2017
Filed  October 26, 2017
File No. 001 -34354

Dear Mr. Shepro :

We have reviewed your filing an d have the following comments.  Please comply with the
following comments in future filings.  Confirm in writing that you will do so and explain to us
how you intend to comply.  In some of our comments, we may ask you to provide us w ith
information so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments appl y to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -Q for Quarterly  Period Ended September 30, 2017

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Consolidated Results of Operations

Revenue, page 35

1. We note your disclosure that the reason for the decline in your service revenues was
primarily due to declines in your customer relationship ma nagement revenue (partly as a
result of the transition of services from one customer to another) and “the normal runoff
of Ocwen’s portfolio in the Mortgage Market.”  Provide greater detail as to the

William B. Shepro
Altisource Portfolio Solutions S.A.
December 4, 2017
Page 2

 significance of Ocwen’s portfolio to your financial resu lts, clarify what you mean by
“normal” runoff, and describe the decline referenced above with respect to any impact on
your operating results given that the Mortgage Market is your largest segment and Ocwen
is your most significant customer within that seg ment.

Legal Proceedings

Regulatory M atters, page 47

2. We note that the Consumer Financial Protection Bureau (CFPB) is considering a
potential enforcement action against Altisource .  You disclose that the alleged violation
“primarily concerns certain technology services provided to Ocwen.”  Enhance your
disclosure to include a description of the factual basis alleged by the CFPB that underlies
the potential enforcement action.  Refe r to Item 103 of Regulation S -K.

Risk Factors

We have entered into a Brokerage Agreement with NRZ’s licensed brokerage subsidiary with
respect to the Ocwen  Transferred Portfolio.  If the Brokerage Agreement is terminated, our
business and results of operations could be affected, page 47

3. Enhance your risk factor disclosure to address the specific events that could result in the
Brokerage Agreement being term inated early.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may cont act Christie Wong , Senior Staff Accountant , at (202) 551 -3684  or Terry
French , Accountant  Branch Chief , at (202) 551 -3828  if you have questions regarding comments
on the financial statements and related matters.  Please contact Joshua Shainess, Attorney -
Adviser , at (202) 551 -7951 , or me at (202) 551 -3810 with any other questions.

Sincerely,

 /s/ Larry Spirgel

 Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

January 12, 2012
 Via E-mail

Robert Stiles Chief Financial Officer Altisource Portfolio Solutions S.A. 291, Route d’Arlon L-1150 Luxembourg Grand Duchy of Luxembourg
Re: Altisource Portfolio Solutions S.A.
 Form 10-K for Fiscal Year Ended December 31, 2010
Filed February 18, 2011 File No. 001-34354

Dear Mr. Stiles:
We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not fore close the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,

 /s/ Larry Spirgel   Larry Spirgel
Assistant Director

CORRESP
1
filename1.htm

Correspondence

 Robert D. Stiles

 Chief Financial Officer

 06 January 2012

 BY EDGAR

 U.S. SECURITIES AND EXCHANGE COMMISSION

Division of Corporation Finance

 100 F Street, N.E.

Washington, DC20549

 Attention: Larry Spirgel, Assistant Director

Re:
Altisource Portfolio Solutions S.A.

 Form 10 for Fiscal Year Ended December 31, 2010

 Filed February 18,
2011

 File No. 001-34354

 Ladies and Gentlemen:

 This letter responds to the Staff’s letter to Altisource Portfolio
Solutions S.A. (“Altisource” or the “Company”), dated December 21, 2011, which contained the Staff’s comments to the Company’s Registration Statement on Form 10-K referenced above. Each response follows the
Staff’s comments in bold below.

 Form 10-K for the Fiscal Year December 31, 2010

Risk Factors, page 10

 General

1.
In future filings, please revise your Risk Factor section to include a full discussion of the most significant factors you face. Expand the disclosure of the specific risks
you face by operating in the real estate services and mortgage industry including, for example, the on-going impact of the economic crisis and adverse regulatory consequences. Other areas suitable for elaboration include risks associated with
customer resistance to third party services, the long sales cycle for your technology solutions and potential development set-backs, as well as more detailed discussion of the risks you face as a highly regulated entity subject to extensive and
changing laws. Refer to Item 503(c) of Regulation S-K.

 In future filings, the Company intends to provide
revised, expanded or new language in the Risk Factors to address the above items consistent with the following:

Thinking Ahead. Delivering Today®

 291 Route d’Arlon | L-1150 Luxembourg
| +352 2469 7900

 Our business is subject to extensive regulation and failure by us or our customers to comply with existing or
new regulations may adversely impact us.

 The ongoing economic uncertainty and troubled housing market have resulted in increased
regulatory scrutiny of all participants involved in the mortgage industry. This scrutiny has included federal and state governmental agency review of all aspects of the mortgage lending and servicing industries, including an increased legislative
and regulatory focus on consumer protection practices. Recently enacted legislation includes the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”). The Dodd-Frank Act is extensive and significant legislation that
includes reform of the regulation and supervision of financial institutions, as well as the regulation of derivatives, capital market activities and consumer financial services. Included in the Dodd-Frank Act, among other things, is the creation of
the Consumer Financial Protection Bureau , a new federal entity responsible for regulating consumer financial services and products. Title XIV of the Dodd-Frank Act contains the Mortgage Reform and Anti-Predatory Lending Act (“Mortgage
Act”). The Mortgage Act imposes a number of additional requirements on lenders and servicers of residential mortgage loans by amending and expanding certain existing regulations. In some cases, penalties for noncompliance are significantly
increased and could lead to settlements or consent orders on us or our customers that may curtail or restrict the business as it is currently conducted.

 Our technology solutions have a long sale cycle and are subject to development and obsolescence risks.

 Many of our services in the Technology Services segment are based on sophisticated software and computing systems with long sales cycles. We may encounter delays when developing new technology solutions and
services. We may experience difficulties in installing or integrating our technologies on platforms used by our customers. Further, defects in our technology solutions, errors or delays in the processing of electronic transactions, or other
difficulties could result in interruption of business operations, delay in market acceptance, additional development and remediation costs, loss of customers, negative publicity or exposure to liability claims. Any one or more of the foregoing
occurrences could have a material adverse effect on our business, financial condition or results of operations.

 Our business is
dependent on the trend toward outsourcing.

 Our continued growth at historical rates is dependent on the industry trend toward
outsourced services. There can be no assurance that this trend will continue, as organizations may elect to perform such services themselves or may be prevented from outsourcing services. A significant change in this trend could have a materially
adverse effect on our continued growth.

 2

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results…page 18

 Consolidated Results of Operations, page 22

2.
In future filings, please explain either here, or in your Business section, your global delivery platform for collections. Discuss why the build out of this platform has
resulted in lower revenues per account and higher margins.

 In future filings, the Company intends to discuss why our
global delivery platform for collections has resulted in lower revenues per account but at higher margins consistent with the following:

Our global delivery platform consists of highly trained specialists in various geographic regions. The use of specialists in certain countries may
result in lower commission rates paid by clients but results in higher margins principally due to the lower employee cost structure.

******

 In connection with this
response letter, the Company acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and

•

 the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the
United States.

 If you have any questions regarding the Amendment or the responses contained in this letter, please
call the undersigned at +352.2469.7903.

Sincerely,

/s/ Robert D. Stiles

 Robert D. Stiles

 Chief Financial
Officer

cc:
William B. Shepro, Chief Executive Officer

Kevin
J. Wilcox, Chief Administration Officer & General Counsel

Joseph
Morettini, Partner, Deloitte & Touche LLP

 3

December 21, 2011
 Via E-mail

Robert Stiles Chief Financial Officer Altisource Portfolio Solutions S.A. 291, Route d’Arlon L-1150 Luxembourg Grand Duchy of Luxembourg
Re: Altisource Portfolio Solutions S.A.
 Form 10-K for Fiscal Year Ended December 31, 2010
Filed February 18, 2011 File No. 001-34354

Dear Mr. Stiles:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your facts and circumstances, please tell
us why in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.               Form 10-K for the Fiscal Year Ended December 31, 2010

Risk Factors, page 10
 General

1. In future filings, please revise your Risk F actor section to include a full discussion of
the most significant factors you face.  Expa nd the disclosure of the specific risks you
face by operating in the real estate servi ces and mortgage industry including, for
example, the on-going impact of the economic crisis and adverse regulatory consequences.  Other areas suitable for el aboration include risks associated with
customer resistance to third party servi ces, the long sales cycle for your technology
solutions and potential development set-back s, as well as more detailed discussion of

Robert Stiles Altisource Portfolio Solutions S.A. December 21, 2011 Page 2

 the risks you face as a highly regulated entity  subject to extensive and changing laws.
Refer to Item 503(c) of Regulation S-K.

Item 7. Management’s Discussion and Analysis  of Financial Condition and Results…, page 18

 Consolidated Results of Operations, page 22

2. In future filings, please explain either here , or in your Business  section, your global
delivery platform for collections.  Discuss why the build out of this platform has
resulted in lower revenues pe r account and higher margins.
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Leigh Ann Sc hultz, Staff Accountant, at 202-551-3628 or Terry French,
Accountant Branch Chief, at 202-551-3828 if you have questions regarding comments on the
financial statements and related matters.  Plea se contact Kate Beukenka mp, Staff Attorney, at
202-551-6971 or me at 202-551-3810 with any other questions.

Sincerely,
   /s/ Larry Spirgel
Larry Spirgel Assistant Director

CORRESP
1
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SEC CORRESPONDENCE LETTER

July 20,
2009

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-7010

Attention: Larry Spirgel, Assistant Director

    Re: Altisource Portfolio Solutions S.A.

Registration Statement on Form 10 (File No. 001-34354)

Ladies and Gentlemen:

     In accordance with Rule 12d1-2 promulgated under the Securities Exchange Act of 1934, as
amended (the “Act”), Altisource Portfolio Solutions S.A. (the “Company”) hereby
requests that the effective date of the above referenced Registration Statement be accelerated so
that the Registration Statement, as then amended, will become effective under the Act by 5 p.m.,
New York City time, on July 21, 2009, or as soon thereafter as practicable.

     In connection with the request for acceleration of the above-referenced Registration
Statement, the Company hereby acknowledges that:

    •

    should the Securities and Exchange Commission (the “Commission”) or
the staff, acting pursuant to delegated authority, declare the filing effective,
it does not foreclose the Commission from taking any action with respect to the
filing;

    •

    the action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the Company from
its full responsibility for the adequacy and accuracy of the disclosure in the
filing; and

    •

    the Company may not assert staff comments and the declaration of effectiveness
as a defense in any proceeding initiated by the Commission or any person under
the federal securities laws of the United States.

     It would be appreciated if, as soon as the Registration Statement is declared effective, you
would so inform the undersigned at (407) 737-5419.

    Very truly yours,

    Altisource Portfolio Solutions S.A.

    By:

    /s/ Robert D. Stiles

    Name: Robert D. Stiles

Title: Chief Financial Officer

2015 Vaughn Road, Bldg 400 | Kennesaw, GA 30144

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720
July 9, 2009
  Via U.S. Mail

 Mr. Robert D. Stiles Chief Financial Officer Altisource Portfolio Solutions S.à r.l. 2-8 Avenue Charles de Gaulle L-1653 Luxembourg Grand Duchy of Luxembourg R.C.S. Luxembourg: B 72 391
 Re: Altisource Portfolio Solutions S.à r.l.
Registration Statement on Form 10
  Filed May 13, 2009 and amended on June 30, 2009
  File No. 001-34354

Dear Mr. Stiles:
We have reviewed your response letter and Form 10 submitted on June 30, 2009,
and we have the following comments.  We welcome any questions you may have about our comments or any other aspect of our review.

Registration Statement on Form 10, Amendment No. 1

 Reasons for the Separation, page 4

 1. We note your response to prior Comment 3.  However, we note the inclusion of a risk factor highlighting the limitations imposed upon Altisource for the next two years in connection with the issuance of its stock.  Clarify whether Altisource is prohibited from issuing stock that could result in the loss of the tax-free treatment for Ocwen.

Robert D. Stiles
Altisource Portfolio Solutions S.à r.l. July 9, 2009
Page 2

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operation

Separation from Ocwen and Basis of Presentation, page 47

2. We note your response to prior Comment 16.  You state that you anticipate that Ocwen will continue to be a significant customer for Altisource for the foreseeable future and that you currently provide these services at market rates.  You also state that the prices charged to Ocwen are subject to revision at specified intervals and that you may be required to provide these services at below market rates.  Revise to: (i) clarify your definition of foreseeable future; (ii) disclose when the prices are subject to revision; and (iii) describe the interval periods you refer to in your current disclosure.

3. On page 16, you state that you may not be able to identify all or accurately price
the services and transition services provided to Ocwen.  Please tell us why you would not be able to do so.
 Compensation Discussion & Analysis, page 74

 4. We note your response to Comment 26 that “pre-tax net income target” is the same as “Corporate EBITDA” and that you will not use EBITDA.  However, the table on page 78 continues to use Corporate EBITDA.  Please revise your document to consistently use pre-tax net income target.
 Financial Statements

 5. Please amend your Form 10 to include your most recent interim financial statements and continue to update your registration statement prior to effectiveness.  We note that you have voluntarily started filing your periodic reports but note that until the Form 10 is declared effective, the company is not considered a reporting company under Section 13(a) of the Securities Exchange Act of 1934.

*    *    *    *

Please respond to our comments within 10 business days or tell us by that time
when you will provide us with a response.  As appropriate, please amend your Form 10 in response to these comments.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please file your letter over EDGAR.  Please understand that we may have additional comments after reviewing your responses to our comments.

Robert D. Stiles
Altisource Portfolio Solutions S.à r.l. July 9, 2009 Page 3

  We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all information required under
the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
 In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filings or in response to our comments on your filings.
You may contact Christy Adams, Staff Accountant, at (202) 551-3363 or Terry
French, Accountant Branch Chief, at (202) 551-3828 if you have questions regarding comments on the financial statements and related matters.
Please contact Ajay Koduri, Attorney-Adviser, at (202) 551-3310 or me at (202)
551-3810 with any other questions.          S i n c e r e l y ,             /s/ Larry Spirgel         L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r   cc: via  facsimile to (212) 326-2061

 Paul Scrivano, Esq.  O’Melveny & Myers LLP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Mail Stop 3720          July 15, 2009   Via U.S. Mail

 Mr. Robert D. Stiles
Chief Financial Officer
Altisource Portfolio Solutions S.à r.l. 2-8 Avenue Charles de Gaulle L-1653 Luxembourg Grand Duchy of Luxembourg R.C.S. Luxembourg: B 72 391
 Re: Altisource Portfolio Solutions S.à r.l.
Registration Statement on Form 10
  Filed May 13, 2009 and amended on June 30,  2009 and July 13, 2009
  File No. 001-34354

Dear Mr. Stiles:

 We have completed our review of your Form 10 and do not, at this ti me, have any further
comments.             S i n c e r e l y ,             / s / L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r

CORRESP
1
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CORRESP

July 10, 2009

BY EDGAR AND BY FEDERAL EXPRESS

U.S. SECURITIES AND EXCHANGE COMMISSION

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Larry Spirgel, Assistant Director

    Re:

    Altisource Portfolio Solutions S.A.

Registration Statement on Form 10

File No. 001-34354

Ladies and Gentlemen:

     This letter responds to the Staff’s letter to Altisource Portfolio Solutions S.A., formerly
known as Altisource Portfolio Solutions S.à r.l
(“Altisource” or the “Company”), dated July
9, 2009, which contained the Staff’s comments to Amendment No. 1 to the Company’s Registration
Statement on Form 10 referenced above and the information statement filed as Exhibit 99.1 thereto
(collectively, the “Form 10”). Each response follows the Staff’s comments in bold below.
Enclosed herewith is a copy of Amendment No. 2 to the Form 10 (the “Amendment”), which has
been marked to indicate the changes made to Amendment No. 1 to the Form 10 filed on June 30, 2009.

     Caption references and page numbers included in the Company’s responses refer to the captions
and pages contained in the Amendment, unless otherwise indicated. Capitalized terms used but not
otherwise defined herein have the meanings ascribed to such terms in the Amendment. Consistent with
the Form 10, we have scheduled dollar amounts included herein in thousands of dollars.

Registration Statement on Form 10, Amendment No. 1

Reasons for the Separation, page 4

    1.

    We note your response to prior Comment 3. However, we note the inclusion of a risk factor
highlighting the limitations imposed upon Altisource for the next two years in connection with
the issuance of its stock. Clarify whether Altisource is prohibited from issuing stock that
could result in the loss of the tax-free treatment for Ocwen.

    The Company advises the Staff that it is not prohibited from issuing stock, but instead is
required to provide notice to or obtain approval from Ocwen for certain issuances. The
Company has included the following clarification on page 63 of the Amendment as well as an
abbreviated version of this disclosure on page 4 of the Amendment:

    For a period of two years following the Separation, issuances of 50% or more of our common
stock to one entity may cause the Distribution to lose its tax-free treatment for Ocwen and
therefore we must notify Ocwen of issuances of 25% or more of our common stock, and must
obtain Ocwen’s approval for issuances of 40% or more of our common stock.

2015 Vaughn Road, Bldg 400 | Kennesaw, GA 30144

Management’s Discussion and Analysis of Financial Condition and Results of Operation

Separation from Ocwen and Basis of Presentation, page 47

    2.

    We note your response to prior Comment 16. You state that you anticipate that Ocwen will
continue to be a significant customer for Altisource for the foreseeable future and that you
currently provide these services at market rates. You also state that the prices charged to
Ocwen are subject to revision at specified intervals and that you may be required to provide
these services at below market rates. Revise to: (i) clarify your definition of foreseeable
future; (ii) disclose when the prices are subject to revision; and (iii) describe the interval
periods you refer to in your current disclosure.

    The Company has amended the Form 10 to reflect the Staff’s comment on page 48 of the
Amendment. The paragraph in question now reads as follows:

    We generated 40.1% of our revenues in 2008 from Ocwen businesses not included in the
Separation or services derived from Ocwen’s loan servicing portfolio. We anticipate that
Ocwen will continue to be a significant customer for Altisource for at least the next eight
years, representing the expected initial terms of the agreements under which we will provide
these services to Ocwen. We currently provide these services at rates that we consider to be
at market. We expect that the prices that we will charge for these services beginning with
the Separation Date will be determined pursuant to these services agreements, with such
prices subject to revision annually after the initial two years of the agreement term.
However, if market conditions change and we are required to provide services to Ocwen at
below market rates, we could experience decreased earnings and cash flows as well as greater
variability in our performance compared to our historical results.

    3.

    On page 16, you state that you may not be able to identify all or accurately price the
services and transition services provided to Ocwen. Please tell us why you would not be able
to do so.

    The Company has amended the Form 10 to reflect the Staff’s comment on page 16 of the
Amendment to delete the sentence, “Additionally, Altisource may not identify all or
accurately price the services and transition services provided to Ocwen” and replace it with
the following disclosure:

    Historically, we have operated as a part of Ocwen, and not as a separate company. We believe
that we have identified all of our costs of conducting our current business. However, we may
incur unexpected costs associated with being a separate company that we have not considered
in pricing our services such as greater information technology, occupancy, administrative
support and other costs. Accordingly, we may not have appropriately negotiated the prices
for the services that we are obligated to provide to Ocwen. These agreements to provide
services are generally subject to renegotiation among the parties annually after the initial
two years of the agreement term.

    Thinking
Ahead. Delivering Today.™

    Page - 2

Compensation Discussion & Analysis, page 74

    4.

    We note your response to Comment 26 that “pre-tax net income target” is the same as
“Corporate EBITDA” and that you will not use EBITDA. However, the table on page 78 continues
to use Corporate EBITDA. Please revise your document to consistently use pre-tax net income
target.

    The Company has amended the Form 10 to reflect the Staff’s comment on pages 86 and 96 of the
Amendment. The Company did not notice these two instances of the EBITDA terminology and has
removed them as intended by the Company and requested by the Staff.

Financial Statements

    5.

    Please amend your Form 10 to include your most recent interim financial statements and
continue to update your registration statement prior to effectiveness. We note that you have
voluntarily started filing your periodic reports but note that until the Form 10 is declared
effective, the company is not considered a reporting company under Section 13(a) of the
Securities Exchange Act of 1934.

    As noted in the Staff’s comment, the Company separately filed a Quarterly Report on Form
10-Q for the quarterly period ended March 31, 2009 to update its financial statements and
other financial information. The Company believed it was meeting the requirements by so
doing, but has amended the Form 10 to include the March 31, 2009 information as follows:

    •

    Deleted the Unaudited Pro Forma Combined Consolidated Balance Sheet as of
December 31, 2008 and replaced it with March 31, 2009 information;

    •

    Inserted the Unaudited Pro Forma Combined Consolidated Statement of Operations
for the three months ended March 31, 2009;

    •

    Inserted Combined Consolidated Results of Operations for the Three Months ended
March 31, 2009 and 2008, a discussion of Cash Flows for the Three Months ended
March 31, 2009 and 2008 and Changes in Financial Condition as of March 31, 2009
into the Management’s Discussion and Analysis of Financial Condition and Results of
Operations; and

    •

    Inserted the Interim Combined Consolidated Financial Statements of Altisource
Portfolio Solutions S.à r.l. (Unaudited) for the Three Months Ended March 31, 2009
and 2008.

******

     In connection with this response letter, the Company acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure in the
filings;

    •

    Staff comments or changes to disclosure in response to Staff comments do not foreclose
the Commission from taking any action with respect to the filings; and

    •

    the Company may not assert Staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

    Thinking
Ahead. Delivering Today.™

    Page - 3

     If you have any questions regarding the Amendment or the responses contained in this letter,
please call the undersigned at 407.737.5419.

    Sincerely,

    /s/ Robert D. Stiles

    Robert D. Stiles

Chief Financial Officer

    cc:

    William B. Shepro, Chief Executive Officer

Kevin J. Wilcox, Chief Administrative Officer & General Counsel

David J. Gunter, Executive Vice President and Chief Financial Officer, Ocwen Financial Corporation

Paul S. Scrivano, O’Melveny & Myers LLP

Stephen S. Walker, PricewaterhouseCoopers LLP

    Thinking
Ahead. Delivering Today.™

    Page - 4

CORRESP
1
filename1.htm

CORRESP

29 June 2009

VIA EDGAR

Ajay Koduri, Esq.

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549-3720

    Re:

    Altisource Portfolio Solutions S.A.

(f/k/a Altisource Portfolio Solutions S.à r.l)

Registration Statement on Form 10

Filed May 13, 2009

File No. 001-34354

Dear Mr. Koduri:

     On behalf of Altisource Portfolio Solutions S.A., I am writing to confirm that the company is
in receipt of the Division’s comment letter dated June 11, 2009 and, pursuant your conversation
with our outside counsel on June 25, 2009, to confirm that the company intends to respond to the
comment letter as soon as practicable, but in no event later than July 10, 2009.

     We appreciate your comments and request that you contact me at (407) 737-5419 or (770)
664-7420 (facsimile) if you have any questions or if we can be of any assistance.

Sincerely,

/s/ Robert D. Stiles

Robert D. Stiles

Chief Financial Officer

Altisource Portfolio Solutions S.A.

    cc:

    Paul S. Scrivano, O’Melveny & Myers LLP

Brian P. Finnegan, O’Melveny & Myers LLP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720
June 11, 2009
  Via U.S. Mail

 Mr. Robert D. Stiles Chief Financial Officer Altisource Portfolio Solutions S.à r.l. 2-8 Avenue Charles de Gaulle L-1653 Luxembourg Grand Duchy of Luxembourg R.C.S. Luxembourg: B 72 391
 Re: Altisource Portfolio Solutions S.à r.l.
Registration Statement on Form 10
  Filed May 13, 2009
  File No. 001-34354

Dear Mr. Stiles:    We have reviewed your filing and have the following comments.  Where indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

 Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.    Registration Statement on Form 10

 Cover Page

 1. Please revise your cover page to include the Commission file number associated with your Form
 10.

Robert D. Stiles
Altisource Portfolio Solutions S.à r.l. June 11, 2009 Page 2
    Summary, page 1

 2. In the first bullet point under “Altisource’s Competitive Strengths,” you use certain term
s: process outputs, solutions, process inputs, and seats.  Please explain
what those terms mean.
 Reasons for the Separation, page 4

 3. Clarify that to preserve the tax free nature of the spin-off, the company will effectively be prohibited from
 using its equity as a capital resource for the next
two years.
 How will existing stock options be treated in the Separation?, page 8

 4. Advise how the company will value the company stock being distributed in the spin-off, and consider including a risk factor highlighting the fact that the value attributed to the com
pany’s common stock in the spin-off might not be equivalent
to the company’s market price following the spin-off.
 Risk Factors, page 11

 5. Consider including a risk factor highlighting the fact that Altisource will be a foreign corporation unlike Ocwen.  Discuss all the risks that stem
 from having
operations, assets, and management located outside the United States.
 6. Consider including a risk factor highlighting the possible dilutive effect the distribution m
ay indirectly have on Ocwen shareholders due to the increase in the
conversion rate under the existing Ocwen convertible notes.
 7. In the second full paragraph on page 23, we note one reason that Altisource is separating f
rom Ocwen is that Altisource can pursue clients who are competitors
of Ocwen.  However, Altisource and Ocwen will continue to have a close relationship because, among other things:
• Ocwen generates 40% of the revenues of Altisource,
• Ocwen and Altisource will enter into a Transition Services Agreement for a period of two years and three other agreements (the Services Agreement, the Technology Product Services Agreement, and the Intellectual Property Agreement) for a period of eight years, and
• Ocwen and Altisource have Mr. William Erbey as a significant controlling shareholder.
Given that you will have a close relationship with Ocwen for a considerable period of time, please consider an additional risk factor that addresses whether your close relationship with Ocwen will inhibit your ability to obtain and retain other clients who compete with Ocwen.

Robert D. Stiles
Altisource Portfolio Solutions S.à r.l. June 11, 2009 Page 3

Risks Affecting Our Financial Services Business, page 20

 8. Please address how the Credit Card Accountability, Responsibility, and Disclosure (CARD) Act of 2009 signed by the President on May 22, 2009 will affect your business as a whole and, partic ularly, the debt collection operations of
the Financial Services Segm
ent.
 Decreased lending and real estate activity may reduce demand…, page 18

 9. Please explain in more detail what “non-agency” means.
 Dividend Policy, page 35

 10. Please provide the disclosure required by Item 201(a)(2) of Regulation S-K.
 Unaudited Pro Form
a Combined Consolidated Statement of Operations, page 40
 11. We refer to pro forma adjustment 1.  It is not clear why you have determined it is appropriate to include this increm
ental revenue as a pro forma adjustment.  Please
delete this adjustment or tell us why you believe it is directly attributable to the spin-off transaction and meets the other criteria in Rule 11-02(b)(6) of Regulation S-X.
 12. We refer to pro forma adjustment 2.  It is not clear why you have determined it is appropriate to elim
inate the charge for interest expense identified in the note.
Please delete this adjustment or tell us why you believe it meets the criteria in Article 11 of Regulation S-X.
 13. We refer to note 3.  Revise to include a description of the transitional services agreem
ent as described on pages 32 and 33 and disclosure indicating that it has
not been contemplated in the pro forma results.
 14. We refer to note 4.  Disclose the number of additional shares that you would issue if the conversion rights under Ocwen’s Contingent Convertible Notes are triggered.

Robert D. Stiles
Altisource Portfolio Solutions S.à r.l. June 11, 2009 Page 4
    Management’s Discussion and Analysis of Fi nancial Condition and Results of Operation,
page 42
 Separation from Ocwen and Basis of Presentation, page 43

 15. We refer to the disclosures in this section as well as the related risk factors disclosed on pages 11 and 12.  Please revise to describe the transition services agreem
ent and specifically address the changes in your results of operations,
liquidity, capital resources, and trends that you expect to occur as a result of the separation from Ocwen.  It is important for investors to understand your historical
financial information when you operated as part of Ocwen and the extent to which management expects the trends and results of operations to continue or change after separation.  Revise to include a discussion of, and quantify the impact of, additional costs associated with being a stand-alone, public company, providing information about the potential variability of your earnings and cash flows.
 16. We note from the risk factor disclosed on pages 13 and 14 that a substantial part of your revenue and external cash flows will be generated by providing outsourcing services to Ocwen.  Revise MD&A to describe the potential variability of your earnings and cash flows in the event that you are required to provide services at below m
arket rates.

Selling, General and Administrative Expenses, page 45
 17. We note the net decrease of $6,251 in SG&A expenses from 2007 to 2008
relating to cost reductions in your Mortgage Services segm
ent.  Please revise to
provide insight into the underlying business drivers or conditions that contributed to the decrease and describe any known trends or uncertainties that have impacted or you expect may reasonably have a material impact on your operations and if you believe that these trends are indicative of future performance.

Liquidity and Capital Resources, page 52

 18. You state that you believe your ability to generate cash flows from operations,
coupled with cash on hand and available borrowing capacity under your com
mitted credit facility, will be adequate to meet anticipated cash requirements.
Please revise to clarify how long you expect these cash sources to be adequate and enhance your disclosures to provide a clear picture of your ability to generate cash and meet existing and known or reasonably likely short- and long-term cash requirements.  We consider “long-term” to be the period in excess of the next twelve months.  Clarify whether management believes the company will have sufficient cash and other financial resources to fund operations and meet its obligations beyond the next twelve months.

Robert D. Stiles
Altisource Portfolio Solutions S.à r.l. June 11, 2009 Page 5
    19. We note from your disclosure on page 53 that there were no formal financing arrangem
ents with Ocwen.  Please revise to provide a more detailed discussion of
the informal financing arrangements with Ocwen.  In addition, provide an analysis of the intercompany accounts as described in question 4 of SAB Topic 1:B for the activity reflected in the line item “net (distribution to) contribution from Parent” shown in the Combined Statements of Cash Flows on page F-6.
 20. Your tables in your discussion break out revenues, SG&A expenses, and other incom
e (expense) net derived from “Transactions with related parties.”  However,
it appears, as you state on the bottom of page 56, that all such revenues and expenses are derived from transactions only with Ocwen.  Please confirm whether this is true and, if so, please revise to properly identify Ocwen as the related party.
 Technology Products, page 51

 Revenues, page 51

 21. Explain the phrases “market-based rate card” and “cost-based system.”
 Liquidity and Capital Resources, page 52

 22. We note that the company will be restricted in issuing equity for the next two years to preserve the tax-free treatm
ent of the spin-off.  Discuss any effect this
restriction is expected to have on the company’s ability to meet the company’s cash requirements during that time.
 Business, page 59

 Our Reportable Segments, page 59

 Financial Services, page 60

 23. In the third full paragraph on page 60, you state that certain independent industry polls rank you as one of the ten largest receivables m
anagement companies in the
U.S.  Please disclose those polls.
 Intellectual Property, page 64

 24. Please describe the duration of your intellectual property protections.  See Item

101(c)(1)(iv).

Robert D. Stiles
Altisource Portfolio Solutions S.à r.l. June 11, 2009 Page 6
    Competition, page 64

 25. Please disclose your competitive position in each segment, if known.  See Item

101(c)(1)(ix).
 Compensation Discussion & Analysis, page 68

 26. Please confirm whether “Corporate EBITDA” in the table on page 72 is the same as the “pre-tax net incom
e target” in the table on page 71 and, if so, please use the
same terms.
 Annual Incentive Compensation, page 70

 27. For each of your corporate and personal scorecard elements, please disclose the actual dollar am
ounts attributed to each element for 2008.  In addition, please
disclose the actual dollar amounts attributed for each personal performance appraisal.  This would assist the reader in understanding how the annual incentive compensation paid in 2008 was distributed among the various quantitative measures.
 Board of Directors and Corporate Governance, page 83

 28. Please address whether the disclosure required by Item 404(b) will be contained in the Corporate Governance Guidelines m
entioned on page 83.
 Description of Capital Stock, page 88

 Common Stock, page 89

 29. Please clarify what you mean when you state that the absolute majority of shares of com
mon stock cast at a shareholders meeting can elect all of the directors of
Altisource.
 Financial Statements

 Age of Financial Statements

 30. Please update the financial statements and other financial information to include the interim
 period ended March 31, 2009, as required by Rule 3-12 of Regulation
S-X.

Robert D. Stiles
Altisource Portfolio Solutions S.à r.l. June 11, 2009 Page 7
    Income statement, page F-3

 31. Disclose the amount of revenues from related parties on the face of the income statem
ents for each period presented.  Also, disclose the amount of related party
receivables on the face of the balance sheet.  Refer to guidance in Rule 4-08(k) of Regulation S-X.
 Note 1. Description of Business, page F-7

 Basis of Presentation, page F-7

32. Disclose the individual equity accounts of each of the incorporated entities for
each period presented in the com
bined financial statements and reconcile the
information to total stockholder’s equity on the balance sheet.
 33. We note from your disclosures on page 9 and F-8 that your historical financial
results contained in this inform
ation statement may not be indicative of your
future performance as a separate company following the Separation and do not necessarily reflect what your financial position, results of operations and cash flows would have been had you operated as a separate stand-alone company during the periods presented.  All costs of doing business should be reflected in Altisource’s historical financial statements.  Please tell us why the financial information may not be indicative of your financial results in the future and as a stand-alone company and how you have complied with question one of SAB Topic 1:B.

34. We note from your disclosures on page F- 7 that Ocwen provides certain corporate
f
unctions to Altisource, including business insurance, medical insurance and
employee benefit plan expenses and allocations for certain centralized administration costs for executive management, treasury, real estate, accounting, auditing, tax, risk management, internal audit, human resources and benefits administration and that management believes that the allocation of expenses is reasonable.  We note your reference to a proportional cost allocation method.  Please refer to question 2 of SAB Topic 1:B and for each material allocation made to you, revise to provide a detailed discussion of the allocation methods used by Ocwen.
 35. Question 2 of SAB Topic 1B further clarifies that you should include footnote disclosure of m
anagement’s estimate of what the expenses would have been if the
company had operated on a stand alone basis, if practicable and material.  We note from your disclosures on page 11 that your historical financial statements do
not reflect the increased costs associated with being a stand-alone company including, but not limited to, maintaining a separate Board of Directors and obtaining a separate audit.  Disclose management’s estimate of what the expenses

Robert D. Stiles
Altisource Portfolio Solutions S.à r.l. June 11, 2009 Page 8
    would have been if you had operated as an unaffiliated entity of Ocwen.  This disclosure should be presented for each year for which an income statement is presented.
 Revenue recognition, page F-10

 36. Expand the disclosure of your revenue recognition policy to describe the specific criteria you use to recognize revenue for accounts receivable m
anagement, default
management services, valuation related services, data processing and IT infrastructure services.  Also, disclose the amount of revenues recorded at cost plus markup.
 37. You disclose on page F-12 that you “reflect” some of the revenues from Ocwen at cost plus a sm
all mark-up and the remainder of the revenues at a rate you believe
to be market rates.  Please revise your disclosure to clarify whether you recorded revenue at the historical rates charged to Ocwen or if you adjusted revenue to market rates subsequent to the date the transactions occurred.  If you subsequently adjusted revenue to market rates, tell us why you believe this is appropriate.
 Note 9. Goodwill and Intangible Assets, page F-16

 38. We refer to your amortization of “Component 2” goodwill in the Financial Services segm
ent and the disclosures in MD&A at page 55.  It is not clear to us
why you believe it is appropriate to amortize goodwill recorded in the financial statements.  Please tell us how you applied the guidance in SFAS No. 142 and other relevant accounting literature in determining the appropriate