UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
FRONT YARD RESIDENTIAL CORPORATION
|
(Name of Issuer) |
Common Stock, par value $0.01 per share |
(Title of Class of Securities) |
Bradley W. Craig 1195 Bangtail Way Steamboat Springs, Colorado 80487 (970) 457-4340 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
May 6, 2020
|
(Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
1 | NAMES OF REPORTING PERSONS | | |
DEER PARK ROAD MANAGEMENT COMPANY, LP | | |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| (b) | ☐ |
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3 | SEC USE ONLY | | |
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4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | |
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5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ |
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6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | |
0 | | |
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8 | SHARED VOTING POWER | | |
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9 | SOLE DISPOSITIVE POWER | | |
0 | | |
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10 | SHARED DISPOSITIVE POWER | | |
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11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
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12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ |
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13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | |
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14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | |
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(1) | This percentage is based on a total of 54,112,374 Shares (as defined herein) outstanding as of March 31, 2020, as disclosed in the Issuer’s press release, dated May 4, 2020 filed as Exhibit 99.1 to the Issuer’s Form 8-K filed with the SEC (as defined herein) on May 5, 2020. |
1 | NAMES OF REPORTING PERSONS | | |
DEER PARK ROAD MANAGEMENT GP, LLC | | |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| (b) | ☐ |
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3 | SEC USE ONLY | | |
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4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | |
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5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ |
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6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | |
0 | | |
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8 | SHARED VOTING POWER | | |
| | |
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9 | SOLE DISPOSITIVE POWER | | |
0 | | |
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10 | SHARED DISPOSITIVE POWER | | |
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11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
| | |
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12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ |
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13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | |
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14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | |
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| (1) | This percentage is based on a total of 54,112,374 Shares (as defined herein) outstanding as of March 31, 2020, as disclosed in the Issuer’s press release, dated May 4, 2020 filed as Exhibit 99.1 to the Issuer’s Form 8-K filed with the SEC (as defined herein) on May 5, 2020.
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1 | NAMES OF REPORTING PERSONS | | |
DEER PARK ROAD CORPORATION | | |
| |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| (b) | ☐ |
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3 | SEC USE ONLY | | |
| | |
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4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | |
| | |
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5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ |
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6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | |
0 | | |
| |
8 | SHARED VOTING POWER | | |
| | |
| |
9 | SOLE DISPOSITIVE POWER | | |
0 | | |
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10 | SHARED DISPOSITIVE POWER | | |
| | |
| |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
| | |
| |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ |
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13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | |
| | |
| |
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | |
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(1) | This percentage is based on a total of 54,112,374 Shares (as defined herein) outstanding as of March 31, 2020, as disclosed in the Issuer’s press release, dated May 4, 2020 filed as Exhibit 99.1 to the Issuer’s Form 8-K filed with the SEC (as defined herein) on May 5, 2020.
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1 | NAMES OF REPORTING PERSONS | | |
| | |
| |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| (b) | ☐ |
| |
3 | SEC USE ONLY | | |
| | |
| |
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | |
| | |
| |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ |
| | |
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6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | |
| | |
| |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | |
0 | | |
| |
8 | SHARED VOTING POWER | | |
| | |
| |
9 | SOLE DISPOSITIVE POWER | | |
0 | | |
| |
10 | SHARED DISPOSITIVE POWER | | |
| | |
| |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
| | |
| |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ |
| | |
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13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | |
| | |
| |
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | |
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| |
(1) | This percentage is based on a total of 54,112,374 Shares (as defined herein) outstanding as of March 31, 2020, as disclosed in the Issuer’s press release, dated May 4, 2020 filed as Exhibit 99.1 to the Issuer’s Form 8-K filed with the SEC (as defined herein) on May 5, 2020.
|
1 | NAMES OF REPORTING PERSONS | | |
| | |
| |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| (b) | ☐ |
| |
3 | SEC USE ONLY | | |
| | |
| |
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | |
| | |
| |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ |
| | |
| |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | |
| | |
| |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | |
0 | | |
| |
8 | SHARED VOTING POWER | | |
| | |
| |
9 | SOLE DISPOSITIVE POWER | | |
0 | | |
| |
10 | SHARED DISPOSITIVE POWER | | |
| | |
| |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
| | |
| |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ |
| | |
| |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | |
| | |
| |
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | |
| | |
| |
(1) | This percentage is based on a total of 54,112,374 Shares (as defined herein) outstanding as of March 31, 2020, as disclosed in the Issuer’s press release, dated May 4, 2020 filed as Exhibit 99.1 to the Issuer’s Form 8-K filed with the SEC (as defined herein) on May 5, 2020.
|
1 | NAMES OF REPORTING PERSONS | | |
| | |
| |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| (b) | ☐ |
| |
3 | SEC USE ONLY | | |
| | |
| |
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | |
| | |
| |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ |
| | |
| |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | |
| | |
| |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | |
| | |
| |
8 | SHARED VOTING POWER | | |
| | |
| |
9 | SOLE DISPOSITIVE POWER | | |
| | |
| |
10 | SHARED DISPOSITIVE POWER | | |
| | |
| |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
| | |
| |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ |
| | |
| |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | |
| | |
| |
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | |
| | |
| |
(1) | This percentage is based on a total of 54,112,374 Shares (as defined herein) outstanding as of March 31, 2020, as disclosed in the Issuer’s press release, dated May 4, 2020 filed as Exhibit 99.1 to the Issuer’s Form 8-K filed with the SEC (as defined herein) on May 5, 2020. |
Item 1. | Source and Amount of Funds or Other Considerations |
Item 1 of the Schedule 13D is hereby amended and supplemented as follows:
This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) is being filed by the undersigned, pursuant to §240.13d-1(a), with respect to the common stock, par value $0.01 per share (the “Shares”), of Front Yard Residential Corporation (the “Issuer”), whose principal executive offices are 5100 Tamarind Reef, Christiansted, United States Virgin Islands 00820. This Amendment No. 1 amends and supplements the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on February 20, 2020 (collectively, the “Schedule 13D”).
Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 1 shall have the meanings given them in the Schedule 13D.
Item 2. | Identity and Background
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Item 2(c) of the Schedule 13D is hereby amended and restated as follows:
(c) Deer Park serves as investment adviser to the STS Master Fund and, in such capacity, exercises voting and investment power over the Shares held in the account for the STS Master Fund. DPRM is the general partner of Deer Park. Each of DPRC and AgateCreek is a member of DPRM. Mr. Craig-Scheckman is the Chief Executive Officer of each of Deer Park and DPRC and the majority owner of DPRC. Mr. Burg is the Chief Investment Officer of Deer Park and the sole member of AgateCreek. Set forth in Annex A to the original Schedule 13D, filed February 20, 2020, are the names, business address, present principal occupation or employment and citizenship of each director and executive officer of DPRC.
Item 3. | Source and Amount of Funds or Other Considerations |
Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following:
The funds used for the purchase of the Shares reported herein by the Reporting Persons were the working capital of the STS Master Fund, which may have included margin account borrowings made in the ordinary course of business. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account, which may exist from time to time. Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Shares reported herein. A total of approximately $5,218,183.90, including commissions, was paid to acquire the Shares reported in Item 5(c) of this Amendment No. 1.
Item 5. | Interest in the Securities of the Issuer
|
Item 5(a), (b), and (c) of the Schedule 13D is hereby amended and supplemented as follows:
(a) As of the date hereof, each of Deer Park, DPRM, DPRC, Mr. Craig-Scheckman, and AgateCreek and Mr. Burg may be deemed to be the beneficial owner of 6,749,859 Shares held for the account of STS Master Fund (approximately 12.5% of the total number of Shares outstanding).
(b) The beneficial ownership percentage is based on a total of 54,112,374
Shares outstanding as of March 31, 2020,
as disclosed in the Issuer’s press release, dated May 4, 2020 filed as Exhibit 99.1 to the Issuer’s Form 8-K filed with the SEC (as defined herein) on May 5, 2020.
(c) Except for the transactions listed in Exhibit E hereto, all of which were effected in the open market through a broker, there have been no transactions in the Shares by the Reporting Persons since the Schedule 13D was filed with the SEC on February 20, 2020.
Item 7. | Material to Be Filed as Exhibits
|
Item 7 is hereby amended and supplemented by adding the following:
Exhibit E: | Schedule of Transactions, in response to Item 5(c) |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| DEER PARK ROAD MANAGEMENT COMPANY, LP | |
| By: | /s/ Bradley W. Craig | |
| Name:
| Bradley W. Craig | |
| Title:
| Chief Operating Officer | |
| | | |
| DEER PARK ROAD MANAGEMENT GP, LLC | |
| By: | Deer Park Road Corporation, its managing member | |
| By: | /s/ Bradley W. Craig | |
| Name:
| Bradley W. Craig | |
| Title:
| Attorney-in-fact for Michael Craig-Scheckman,
Chief Executive Officer of Deer Park Road Corporation
| |
| | | |
| DEER PARK ROAD CORPORATION | |
| By: | /s/ Bradley W. Craig
| |
| Name:
| Bradley W. Craig | |
| Title:
| Attorney-in-fact for Michael Craig-Scheckman,
Chief Executive Officer of Deer Park Road Corporation | |
| | | |
| MICHAEL CRAIG-SCHECKMAN
| |
| By: | /s/ Bradley W. Craig
| |
| Name:
| Bradley W. Craig | |
| Title:
| Attorney-in-fact for Michael Craig-Scheckman | |
| | | |
| AGATECREEK LLC | |
| By: | /s/ Bradley W. Craig | |
| Name:
| Bradley W. Craig | |
| Title:
| Attorney-in-fact for Scott Edward Burg,
Sole Member of AgateCreek LLC
| |
| | | |
| SCOTT EDWARD BURG
| |
| By: | /s/ Bradley W. Craig | |
| Name:
| Bradley W. Craig | |
| Title:
| Attorney-in-fact for Scott Edward Burg | |
| | | |
May 8, 2020
EXHIBIT E
SCHEDULE OF TRANSACTIONS
Entity Name | Transaction Date | Transaction Type | Quantity | Price Per Share (excluding commissions) |
STS Master Fund, Ltd. | 03/9/2020 | Purchase | 21,644 | $12.2684 (1) |
STS Master Fund, Ltd. | 03/13/2020 | Purchase | 25,000 | $12.0487 (2) |
STS Master Fund, Ltd. | 03/17/2020 | Purchase | 192,374 | $8.9905 (3) |
STS Master Fund, Ltd. | 03/19/2020 | Purchase | 93,575 | $8.5464 (4) |
STS Master Fund, Ltd. | 04/30/2020 | Purchase | 125,000 | $11.3772 (5) |
STS Master Fund, Ltd. | 05/06/2020 | Purchase | 100,000 | $6.9460 (6) |
STS Master Fund, Ltd. | 05/07/2020 | Purchase | 500 | $6.815 |
(1) | This price reflects the weighted average price for open-market purchases of the Shares made by the Reporting Persons on March 9, 2020 within a $1.00 range. The actual prices for these transactions range between $12.23 to $12.29. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price set forth in footnotes (1) through (6) to this Exhibit E herein. |
(2) | This price reflects the weighted average price for open-market purchases of the Shares made by the Reporting Persons on March 13, 2020 within a $1.00 range. The actual prices for these transactions range between $11.68 to $12.24. |
(3) | This price reflects the weighted average price for open-market purchases of the Shares made by the Reporting Persons on March 17, 2020 within a $1.00 range. The actual prices for these transactions range between $8.99 to $9.00. |
(4) | This price reflects the weighted average price for open-market purchases of the Shares made by the Reporting Persons on March 19, 2020 within a $1.00 range. The actual prices for these transactions range between $8.54 to $8.55. |
(5) | This price reflects the weighted average price for open-market purchases of the Shares made by the Reporting Persons on April 30, 2020 within a $1.00 range. The actual prices for these transactions range between $11.24 to $11.40. |
(6) | This price reflects the weighted average price for open-market purchases of the Shares made by the Reporting Persons on May 6, 2020 within a $1.00 range. The actual prices for these transactions range between $6.87 to $7.00, inclusive. |