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)
|
May 6, 2020
|
(Date of Event which Requires Filing of this Statement)
|
|
SCHEDULE 13D
|
|
|
|
|
CUSIP No. 35904G107
|
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Page 2 of 11 Pages
|
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
|
|
|
||
|
|
|
|||
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|
||||
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)
|
|
☐
|
||
|
|
||||
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|
||||
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
|
|
|
||
6,749,859
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
6,749,859
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
6,749,859
|
|
|
|||
|
|
||||
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)
|
|
|
||
12.5% (1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
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||
IA, PN
|
|
|
|||
|
|
(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.
|
|
SCHEDULE 13D
|
|
|
|
|
CUSIP No. 35904G107
|
|
Page 3 of 11 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
|
|
|
||
6,749,859
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
6,749,859
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
6,749,859
|
|
|
|||
|
|
||||
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)
|
|
|
||
12.5% (1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO, HC
|
|
|
|||
|
|
(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.
|
|
SCHEDULE 13D
|
|
|
|
|
CUSIP No. 35904G107
|
|
Page 4 of 11 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
|
|
|
||
6,749,859
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
6,749,859
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
6,749,859
|
|
|
|||
|
|
||||
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)
|
|
|
||
12.5% (1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO, HC
|
|
|
|||
|
|
(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.
|
|
SCHEDULE 13D
|
|
|
|
|
CUSIP No. 35904G107
|
|
Page 5 of 11 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
|
|
|
||
6,749,859
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
6,749,859
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
6,749,859
|
|
|
|||
|
|
||||
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)
|
|
|
||
12.5% (1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN, HC
|
|
|
|||
|
|
(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.
|
|
SCHEDULE 13D
|
|
|
|
|
CUSIP No. 35904G107
|
|
Page 6 of 11 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
|
|
|
||
6,749,859
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
6,749,859
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
6,749,859
|
|
|
|||
|
|
||||
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)
|
|
|
||
12.5% (1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO, HC
|
|
|
|||
|
|
(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.
|
|
SCHEDULE 13D
|
|
|
|
|
CUSIP No. 35904G107
|
|
Page 7 of 11 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
|
|
|
||
6,749,859
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
6,749,859
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
6,749,859
|
|
|
|||
|
|
||||
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)
|
|
|
||
12.5% (1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN, HC
|
|
|
|||
|
|
(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.
|
|
SCHEDULE 13D
|
|
|
|
|
|
|
Page 8 of 11 Pages
|
Item 1.
|
Source and Amount of Funds or Other Considerations
|
Item 2.
|
Identity and Background
|
Item 3.
|
Source and Amount of Funds or Other Considerations
|
Item 5.
|
Interest in the Securities of the Issuer
|
|
SCHEDULE 13D
|
|
|
|
|
|
|
Page 9 of 11 Pages
|
Item 7.
|
Material to Be Filed as Exhibits
|
Exhibit E: |
Schedule of Transactions, in response to Item 5(c)
|
|
SCHEDULE 13D
|
|
|
|
|
|
|
Page 10 of 11 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 11 of 11 Pages
|
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.
|