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)
|
October 19, 2020
|
(Date of Event which Requires Filing of this Statement)
|
|
SCHEDULE 13D
|
|
|
|
|
CUSIP No. 35904G107
|
|
Page 2 of 12 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
|
|
|
||
|
|
|
|||
|
|
||||
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
|
|
|
||
8,682,494 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
8,682,494 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
8,682,494 (1)
|
|
|
|||
|
|
||||
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)
|
|
|
||
14.8% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IA, PN
|
|
|
|||
|
|
(1)
|
This amount includes 1,000,000 Shares (as defined herein) that the Reporting Persons have the right to acquire upon
exercise of the Call Option (as defined in Item 6 herein).
|
(2) |
This percentage is based on a total of 58,747,146 Shares outstanding as of August 3, 2020, as
disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on August 10, 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
|
|
|
||
8,682,494 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
8,682,494 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
8,682,494 (1)
|
|
|
|||
|
|
||||
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)
|
|
|
||
14.8% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO, HC
|
|
|
|||
|
|
(1)
|
This amount includes 1,000,000 Shares that the Reporting Persons have the right to acquire upon exercise of the Call
Option.
|
|
(2) |
This percentage is based on a total of 58,747,146 Shares outstanding as of August 3, 2020, as
disclosed in the Issuer’s Form 10-Q filed with the SEC on August 11, 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
|
|
|
||
8,682,494 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
8,682,494 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
8,682,494 (1)
|
|
|
|||
|
|
||||
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)
|
|
|
||
14.8% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO, HC
|
|
|
|||
|
|
(1)
|
This amount includes 1,000,000 Shares that the Reporting Persons have the right to acquire upon exercise of the Call Option.
|
(2) |
This percentage is based on a total of 58,747,146 Shares outstanding as of August 3, 2020, as disclosed in the Issuer’s
Form 10-Q filed with the SEC on August 11, 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
|
|
|
||
8,682,494 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
8,682,494 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
8,682,494 (1)
|
|
|
|||
|
|
||||
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)
|
|
|
||
14.8% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN, HC
|
|
|
|||
|
|
(1)
|
This amount includes 1,000,000 Shares that the Reporting Persons have the right to acquire upon exercise of the Call Option.
|
(2) |
This percentage is based on a total of 58,747,146 Shares outstanding as of August 3, 2020, as
disclosed in the Issuer’s Form 10-Q filed with the SEC on August 11, 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
|
|
|
||
8,682,494 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
8,682,494 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
8,682,494 (1)
|
|
|
|||
|
|
||||
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)
|
|
|
||
14.8% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO, HC
|
|
|
|||
|
|
(1)
|
This amount includes 1,000,000 Shares that the Reporting Persons have the right to acquire upon exercise of the Call Option.
|
(2) |
This percentage is based on a total of 58,747,146 Shares outstanding as of August 3, 2020, as
disclosed in the Issuer’s Form 10-Q filed with the SEC on August 11, 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
|
|
|
||
8,682,494 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
8,682,494 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
8,682,494 (1)
|
|
|
|||
|
|
||||
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)
|
|
|
||
14.8% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN, HC
|
|
|
|||
|
|
(1)
|
This amount includes 1,000,000 Shares that the Reporting Persons have the right to acquire upon exercise of the Call Option.
|
(2) |
This percentage is based on a total of 58,747,146 Shares outstanding as of August 3, 2020, as
disclosed in the Issuer’s Form 10-Q filed with the SEC on August 11, 2020.
|
|
SCHEDULE 13D
|
|
|
|
|
CUSIP No. 35904G107
|
|
Page 8 of 12 Pages
|
Item 1.
|
Source and Amount of Funds or Other Considerations
|
Item 2.
|
Identity and Background
|
|
SCHEDULE 13D
|
|
|
|
|
CUSIP No. 35904G107
|
|
Page 9 of 12 Pages
|
Item 3.
|
Source and Amount of Funds or Other Considerations
|
Item 4.
|
Purpose of the Transaction
|
|
SCHEDULE 13D
|
|
|
|
|
CUSIP No. 35904G107
|
|
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 October 19, 2020, by and between Pretium Midway Holdco, L.P. and STS Master Fund
|
|
SCHEDULE 13D
|
|
|
|
|
CUSIP No. 35904G107
|
|
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
|
|
|
|
|
CUSIP No. 35904G107
|
|
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
|
Exhibit D
|
Execution Version
|
Pretium Midway Holdco, LP | |||
|
By:
|
Pretium Midway GP, LP,
a Delaware limited partnership,
its general partner
|
|
By: |
Pretium REO GP, LLP,
a Delaware limited liability partnership,
its general partner
|
||
By: |
/s/ Jon Ezrow |
||
Name: |
Jon Ezrow |
||
Title: |
Authorized Signatory |
STS MASTER FUND, LTD. |
|||
|
|
/s/ Robert Schwartz |
|
Signature | |||
Robert Schwartz, General Counsel |
|||
Address: c/o Deer Park Road Management Co.
1195 Bangtail Way
Steamboat Springs, CO 80487
Compliance@Deerparkrd.com
|