This Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) 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, as amended by Amendment No. 1 filed on May 20, 2020 (the “Original Schedule 13D” and, together with this Amendment No. 2, the “Schedule 13D”). Capitalized terms used and not defined in this Amendment No. 2 have the meanings set forth in the Original Schedule 13D.
As a result of the consummation of the transactions contemplated by the Merger Agreement (as defined below) on January 11, 2021, the Reporting Persons ceased to be the beneficial owner of 5% or more of the Common Stock. The filing of this Amendment No. 2 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.
Item 4. Purpose of Transaction.
Item 4 of the Original Schedule 13D is supplemented by adding the following information:
Pursuant to the Agreement and Plan of Merger, dated as of October 19, 2020 (the “Original Agreement”), as amended by the First Amendment to Agreement and Plan of Merger, dated as of November 20, 2020 (the “Amendment” and, together with the Original Agreement, the “Merger Agreement”), by and among the Issuer, Pretium Midway Holdco, LP (“Parent”) and Midway AcquisitionCo REIT (“Merger Sub”), a wholly-owned subsidiary of Parent, on January 11, 2021 (the “Effective Time”), the Company merged with and into Merger Sub (the “Merger”), with Merger Sub surviving the Merger as a wholly-owned subsidiary of Parent. At the Effective Time, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than certain excluded shares) was cancelled and converted into the right to receive an amount in cash equal to $16.25 per share of Common Stock (without interest and subject to deduction for any required withholding taxes).
As a result of the Merger, the Reporting Persons ceased to beneficially own any shares of Common Stock of the Issuer.
Item 5. Interest in Securities of the Issuer
Items 5(a), (b), (c) and (e) of the Original Schedule 13D are amended and restated to read as follows:
(a) (b) As of January 11, 2021, the Reporting Persons no longer beneficially own any shares of Common Stock.
(c) The response set forth in Item 4 of this Amendment No. 2 is incorporated herein by reference and is qualified in its entirety by reference to the Merger Agreement
(e) In connection with the closing of the transactions under the Merger Agreement, on January 11, 2021 the Reporting Persons ceased to beneficially own more than 5% of the Common Stock of the Issuer.
