This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) relates to the common stock, par value $0.01 per share (the “Common Stock”), of Front Yard Residential Corporation, a Maryland corporation (the “Issuer”) and amends the Schedule 13D filed on May 13, 2020 (the “Original Schedule 13D” and, together with this Amendment No. 1, the “Schedule 13D”). Capitalized terms used and not defined in this Amendment No. 1 have the meanings set forth in the Original Schedule 13D.
This Amendment No. 1 is being filed to amend Item 4 and Item 5 of the Schedule 13D as follows:
Item 4. Purpose of Transaction
Item 4 of the Original Schedule 13D is supplemented by adding the following information:
On May 19, 2020, Fund VI acquired the Acquired Shares from the Issuer at a price of $12.50 per share for an aggregate cash purchase price of $55 million pursuant to the Investment Agreement.
A copy of the Investment Agreement was previously filed as Exhibit 2 to the Schedule 13D.
Item 5. Interest in Securities of the Issuer
Item 5 of the Original Schedule 13D is amended and restated to read as follows:
(a) (b) The Reporting Persons may be deemed to beneficially own 4,400,000 shares of Common Stock of the Issuer, representing 7.5% of the Issuer’s Common Stock outstanding. Percentages of the Common Stock outstanding reported in this Schedule 13D are calculated based upon (i) the 54,112,374 shares of Common Stock outstanding as of May 4, 2020, as reported in the Issuer’s Quarterly Report on Form10-Q for the quarterly period ended March 31, 2020, filed by the Issuer with the Securities and Exchange Commission on May 11, 2020, plus (ii) the 4,400,000 issued to Fund VI pursuant to the Investment Agreement. Each of the Reporting Persons shares voting and dispositive power over the Acquired Shares of Common Stock held by Fund VI. Each of the Reporting Persons disclaim beneficial ownership of the Acquired Shares except to the extent of their pecuniary interest therein.
(c) Except for the acquisition of the Acquired Shares on May 19, 2020 from the Issuer in a private placement, at a price of $12.50 per share for an aggregate cash purchase price of $55 million, pursuant to the Investment Agreement, there have been no transactions in the shares of Common Stock during the sixty (60) days prior to the date of this Schedule 13D by any of the Reporting Persons.
(d) Except as provided below, no person, other than the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock referred to in this Item 5. The limited partners of Fund VI have the right to participate in the receipt of certain dividends and proceeds from the sale of the Common Stock, in each case in accordance with their respective limited partnership interests.
(e) Not applicable.
