UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
April 9, 2019
By E-Mail
Ryan P. Nebel, Esq.
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, NY 10019
Re: Front Yard Residential Corporation
Soliciting Materials filed pursuant to Rule 14a-12
Filed April 2, 2019 by Snow Park Capital Partners Master
Fund, LP, Snow
Park Capital Partners, GP, Snow Park Capital Partners, LP,
Snow Park
Capital Management, LLC, Jeffrey Pierce, JPL Opportunity
Fund LP,
Soaring Eagle LLC, JPL Management Services LLC, JPL
Advisors LLC,
Lazar Nikolic, Philip R. Chapman, Jay S. Nickse, Wickapogue
Structured
Credit Fund, LP, Wickapogue GP, LLC, TradeTwins Ventures,
LLC,
Leland Abrams, Timberline Fund, LP, Timberline Fund GP,
LLC,
Wynkoop, LLC, Brandon Jundt, Khalil Kanaan, and George
Lucaci
Preliminary Proxy Statement filed by Snow Park Capital
Partners Master
Fund, LP, et al.
Filed on April 4, 2019
File No. 001-35657
Dear Mr. Nebel:
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 by amending your filing, by providing
the requested
information, or by advising us when you will provide the requested response.
If you do not
believe our comments apply to your facts and circumstances or do not believe
an amendment is
appropriate, please tell us why in your response.
After reviewing any amendment to your filing and the information you
provide in
response to these comments, we may have additional comments.
Soliciting Materials
1. Each statement or assertion of opinion or belief must be clearly
characterized as such,
and a reasonable factual basis must exist for each such opinion or
belief. Support for
opinions or beliefs should be self-evident, disclosed in the proxy
statement or provided to
Ryan P. Nebel, Esq.
Olshan Frome Wolosky LLP
April 9, 2019
Page 2
the staff on a supplemental basis. Provide support for your statement
that:
the company board and management "have opted to frequently dismiss
independent
stockholders' views despite what is in [your] view a clear record of
strategic missteps
and underperformance."
that the company has experienced "years of underperformance."
that the company has "poor decision-making" and a "lack of
initiative to address
existential issues."
that the company has a "terribly designed external management
agreement."
that Mr. Kanaan is a "recognized business leader and
highly-respected investment
manager."
2. We note your reference to the idea that the election of your nominees
will lead to the
exploration of alternatives and paths to creating value "without bias."
It appears you are
suggesting that the current directors have a bias in exploring
alternatives and paths to
creating value. Note that you must avoid issuing statements that
directly or indirectly
impugn the character, integrity or personal reputation or make charges
of illegal,
improper or immoral conduct without factual foundation. Provide us
supplementally, or
disclose, the factual foundation for the assertion referenced above. In
this regard, note
that the factual foundation for such assertion must be reasonable. Refer
to Rule 14a-9.
3. Please provide us supplemental support of the "senior leadership roles
Mr. Kanaan held
at Lehman Brothers and Deloitte.
Preliminary Proxy Statement
4. Please revise your disclosure to provide the information required by
Item 5(b)(1) of
Schedule 14A , including, for example, your beneficial ownership of 5.3%
of the shares
in the company's external manager Altisource Asset Management
Corporation. Also,
explain whether this interest and your short interest in the company's
shares (see page 21
of your proxy statement) create a conflict of interest as to your
nominees.
Cover Letter
5. Please revise this section to highlight to security holders that they
will be disenfranchised
with respect to two board seats if they return your proxy card. Also,
revise your proxy
card to include this information.
Background of the Solicitation, page 5
6. Please revise the entry for November 16, 2018 to explain your reference
to "go under the
hood."
Ryan P. Nebel, Esq.
Olshan Frome Wolosky LLP
April 9, 2019
Page 3
Reasons for the Solicitation, page 7
7. Each statement or assertion of opinion or belief must be clearly
characterized as such,
and a reasonable factual basis must exist for each such opinion or
belief. Support for
opinions or beliefs should be self-evident, disclosed in the proxy
statement or provided to
the staff on a supplemental basis. Provide support for your statements
(i) that the
widening of the gap between the market price of the company's stock and
its NAV is "a
clear signal from the marketplace that stockholders have lost confidence
in the incumbent
Board" and (ii) in the last sentence of the last paragraph on page 7
that the preceding
governance practices are "contrary to good corporate governance."
8. Revise your disclosure in the first paragraph under the caption "We
Believe the
Incumbent Board Lacks Ownership Perspectives..." to state that Mr.
Kanaan and Mr.
Lucaci do not own any shares.
9. Provide support for your statement that the company stated in its most
recent earnings
call the "only way to bring general and administrative costs in line
with peers" is to scale
its portfolio to 50,000 homes.
10. On a related note, revise your disclosure to explain the meaning of your
references to
"significant `skin in the game'." If you are referring to the level of
ownership of
securities by the current directors, explain how your nominees have such
"significant skin
in the game." Also, explain how your nominees would be a better choice
for shareholders
in deciding whom to vote for on the basis of having "significant skin in
the game."
Additional Participant Information, page 20
11. Refer to the second paragraph on page 22 and your references to the use
of margin loans
in the purchase of shares. Please revise to provide the information
required under Item
5(b)(1)(vii) of Schedule 14A.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff
Please direct any questions to me at (202) 551-3619.
Sincerely,
/s/ Daniel F.
Duchovny
Daniel F. Duchovny
Special Counsel
Office of Mergers
and Acquisitions