FRONT YARD RESIDENTIAL CORPORATION
|
(Name of Issuer)
|
Common Stock, par value $0.01 per share
|
(Title of Class of Securities)
|
35904G107
|
(CUSIP Number)
|
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)
|
February 17, 2020
|
(Date of Event which Requires Filing of this Statement)
|
|
SCHEDULE 13D
|
|
|
|
|
CUSIP No. 35904G107
|
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Page 2 of 12 Pages
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1
|
NAMES OF REPORTING PERSONS
|
|
|
||
DEER PARK ROAD MANAGEMENT COMPANY, LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
6,191,766
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
6,191,766
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
6,191,766
|
|
|
|||
|
|
||||
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)
|
|
|
||
11.5% (1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IA, PN
|
|
|
|||
|
|
(1)
|
This percentage is based on a total of 53,892,052 Shares (as defined herein) outstanding as of
February 13, 2020, as disclosed in the Merger Agreement (as defined herein) filed as Exhibit 2.1 to the Issuer’s Form 8-K filed with the Securities and Exchange Commission on February 18, 2020.
|
|
SCHEDULE 13D
|
|
|
|
|
CUSIP No. 35904G107
|
|
Page 3 of 12 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
DEER PARK ROAD MANAGEMENT GP, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
6,191,766
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
6,191,766
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
6,191,766
|
|
|
|||
|
|
||||
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)
|
|
|
||
11.5% (1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO, HC
|
|
|
|||
|
|
(1)
|
This percentage is based on a total of 53,892,052 Shares (as defined herein) outstanding as of
February 13, 2020, as disclosed in the Merger Agreement (as defined herein) filed as Exhibit 2.1 to the Issuer’s Form 8-K filed with the Securities and Exchange Commission on February 18, 2020.
|
|
SCHEDULE 13D
|
|
|
|
|
CUSIP No. 35904G107
|
|
Page 4 of 12 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
DEER PARK ROAD CORPORATION
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
6,191,766
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
6,191,766
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
6,191,766
|
|
|
|||
|
|
||||
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)
|
|
|
||
11.5% (1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO, HC
|
|
|
|||
|
|
(1)
|
This percentage is based on a total of 53,892,052 Shares
(as defined herein) outstanding as of February 13, 2020, as disclosed in the Merger Agreement (as defined herein) filed as Exhibit 2.1 to the Issuer’s Form 8-K filed with the Securities and Exchange Commission on February 18, 2020.
|
|
SCHEDULE 13D
|
|
|
|
|
CUSIP No. 35904G107
|
|
Page 5 of 12 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
MICHAEL CRAIG-SCHECKMAN
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States of America
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
6,191,766
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
6,191,766
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
6,191,766
|
|
|
|||
|
|
||||
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)
|
|
|
||
11.5% (1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN, HC
|
|
|
|||
|
|
(1)
|
This percentage is based on a total of 53,892,052 Shares
(as defined herein) outstanding as of February 13, 2020, as disclosed in the Merger Agreement (as defined herein) filed as Exhibit 2.1 to the Issuer’s Form 8-K filed with the Securities and Exchange Commission on February 18, 2020.
|
|
SCHEDULE 13D
|
|
|
|
|
CUSIP No. 35904G107
|
|
Page 6 of 12 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
AGATECREEK LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Colorado
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
6,191,766
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
6,191,766
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
6,191,766
|
|
|
|||
|
|
||||
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)
|
|
|
||
11.5% (1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO, HC
|
|
|
|||
|
|
(1)
|
This percentage is based on a total of 53,892,052 Shares
(as defined herein) outstanding as of February 13, 2020, as disclosed in the Merger Agreement (as defined herein) filed as Exhibit 2.1 to the Issuer’s Form 8-K filed with the Securities and Exchange Commission on February 18, 2020.
|
|
SCHEDULE 13D
|
|
|
|
|
CUSIP No. 35904G107
|
|
Page 7 of 12 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
SCOTT EDWARD BURG
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States of America
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
6,191,766
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
6,191,766
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
6,191,766
|
|
|
|||
|
|
||||
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)
|
|
|
||
11.5% (1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN, HC
|
|
|
|||
|
|
(1)
|
This percentage is based on a total of 53,892,052 Shares
(as defined herein) outstanding as of February 13, 2020, as disclosed in the Merger Agreement (as defined herein) filed as Exhibit 2.1 to the Issuer’s Form 8-K filed with the Securities and Exchange Commission on February 18, 2020.
|
|
SCHEDULE 13D
|
|
|
|
|
|
|
Page 8 of 12 Pages
|
Item 1.
|
Source and Amount of Funds or Other Considerations
|
Item 2.
|
Identity and Background
|
|
SCHEDULE 13D
|
|
|
|
|
|
|
Page 9 of 12 Pages
|
Item 3.
|
Source and Amount of Funds or Other Considerations
|
Item 4.
|
Purpose of the Transaction
|
|
SCHEDULE 13D
|
|
|
|
|
|
|
Page 10 of 12 Pages
|
Item 5.
|
Interest in the Securities of the Issuer
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
Item 7.
|
Material to Be Filed as Exhibits
|
Exhibit A: |
Joint Filing Agreement (incorporated herein by reference to Exhibit A to the Schedule 13G filed by the Reporting Persons on February 14, 2020)
|
Exhibit B: |
Power of Attorney for Michael Craig-Scheckman (incorporated herein by reference to Exhibit B to the Schedule 13G filed by the Reporting Persons on February 14, 2020)
|
Exhibit C: |
Power of Attorney for Scott Edward Burg (incorporated herein by reference to Exhibit C to the Schedule 13G filed by the Reporting Persons on February 14, 2020)
|
Exhibit D: |
Voting and Support Agreement, dated February 17, 2020
|
|
SCHEDULE 13D
|
|
|
|
|
|
|
Page 11 of 12 Pages
|
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
|
||
|
SCHEDULE 13D
|
|
|
|
|
|
|
Page 12 of 12 Pages
|
Name and Title
|
Business Address
|
Principal Occupation or Employment
|
Citizenship
|
|||
Board of Directors
|
||||||
Michael Craig-Scheckman - Director
|
1195 Bangtail Way Steamboat Springs, CO 80487
|
Chief Executive Officer of Deer Park Road Management Company, LP
|
USA
|
|||
Brad Craig - Director
|
1195 Bangtail Way Steamboat Springs, CO 80487
|
Chief Operating Officer of Deer Park Road Management Company, LP
|
USA
|
|||
Executive Officers
|
||||||
Michael Craig-Scheckman – President, Secretary
|
1195 Bangtail Way Steamboat Springs, CO 80487
|
Chief Executive Officer of Deer Park Road Management Company, LP
|
USA
|
|||
Brad Craig – Vice President, Treasurer
|
1195 Bangtail Way Steamboat Springs, CO 80487
|
Chief Operating Officer of Deer Park Road Management Company, LP
|
USA
|
|||
3.2 |
Other Voting Agreements.
|
4.2 |
No Conflicts or Consents.
|
BAF HOLDINGS, LLC |
|||
|
By:
|
/s/ Joseph V. Gatti |
|
Joseph V. Gatti |
|||
Name |
|||
Vice President & Secretary |
|||
Title |
|||
STS MASTER FUND, LTD. |
|||
/s/ Brad Craig |
|||
Signature |
|||
Brad Craig |
|||
Printed Name |
|||
Address: |
c/o Deer Park Road Management Co.
1195 Bangtail Way
Steamboat Springs, CO 80487
|
||
Shares of Common Stock
Held of Record
|
Additional Securities
Beneficially Owned
|
|
|
|
|
6,191,766 |
|