UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~January 316, ~~2020~~2021 (~~December~~January 316, ~~2020~~2021)

FRONT YARD RESIDENTIAL CORPORATION

(Exact name of Registrant as specified in its charter)

MARYLAND

001-35657

46-0633510

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

5100 Tamarind Reef ~~Christiansted, United States Virgin Islands 00820 (Address of principal executive offices including zip code)~~

Christiansted, United States Virgin Islands 00820

(Address of principal executive offices including zip code)

(340) 692-0525

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common stock, par value $0.01 per share

RESI

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 85.~~01.~~07 ~~Other~~Submission ~~Events~~of Matters to a Vote of Security Holders.

~~On October 22, 2020,~~ Front Yard Residential Corporation, ~~(the “Company”) filed~~ a ~~Form~~Maryland ~~8-K~~corporation ~~with the Securities and Exchange Commission~~ (~~the~~ “~~SEC”) in connection with the proposed acquisition of~~ Front Yard” ~~Residential~~or ~~Corporation (~~the “Company” ~~or “Front Yard”~~) ~~by Pretium Midway Holdco~~, LPheld ~~(“Parent”)~~a ~~pursuant~~virtual tospecial anmeeting ~~Agreement and Plan~~ of ~~Merger,~~stockholders ~~dated as of October 19, 2020~~ (the “~~Original~~Special ~~Agreement~~Meeting”), ason ~~amended~~January 6, by2021, ~~the~~via ~~First~~live ~~Amendment~~webcast, towhereby ~~Agreement~~holders ~~and~~of ~~Plan~~an aggregate of ~~Merger~~43,718,351 ~~dated~~shares as of ~~November 20,~~Front ~~2020~~Yard ~~(the~~common ~~“Amendment” and~~stock, ~~together~~par ~~with~~value ~~the~~$0.01 ~~Original~~per ~~Agreement,~~share (the “~~Merger Agreement~~Shares”), by and ~~among the Company~~each, ~~Parent~~a ~~and Midway AcquisitionCo REIT (~~“~~Merger Sub~~Share”), awhich ~~wholly-owned~~represent ~~subsidiary~~74.41% of ~~Parent. On November 23, 2020,~~ the ~~Company~~Shares ~~filed~~outstanding ~~with~~and ~~the~~entitled ~~SEC~~to ~~its~~vote ~~preliminary~~as ~~proxy~~of ~~statement~~the onSpecial ~~Schedule~~Meeting ~~14A~~record ~~and~~date onof December 87, 2020, (the ~~Company~~“Record ~~filed~~Date”), ~~with~~were ~~the~~represented ~~SEC~~at ~~its~~the ~~definitive~~meeting ~~proxy~~via ~~statement~~the onvirtual ~~Schedule~~meeting ~~14A~~website ~~relating~~or toby ~~the~~proxy. ~~special~~A ~~meeting~~summary of ~~stockholders of~~ the ~~Company~~preliminary ~~scheduled~~voting tototals befor ~~held on January 6, 2021 (~~the ~~“Definitive~~following ~~Proxy Statement”) to~~proposals, ~~among~~each ~~other~~of ~~things,~~which ~~vote~~is ondescribed ain ~~proposal~~detail toin ~~approve~~ the ~~merger~~Company’s ofproxy ~~the~~statement ~~Company~~dated ~~with~~December 8, 2020 and ~~into~~first ~~Merger~~mailed ~~Sub~~to (the ~~“Merger”)~~Company’s ~~with~~stockholders ~~Merger~~on ~~Sub~~or ~~surviving~~about ~~the~~December 8, ~~Merger~~2020, asis aset ~~wholly-owned~~forth ~~subsidiary~~below: ~~of Parent.~~

~~Since~~Proposal the initial filing of the preliminary proxy statement on Schedule 14A, five actions (collectively, the “Front Yard Stockholder Actions”) have been filed in federal courts in Delaware, New York and Georgia by purported Front Yard stockholders in connection with the transactions contemplated by the Merger Agreement: Wang v. Front Yard Residential Corporation, et al., Case No. 1:~~99-mc-09999~~ (D. Del. Nov. 24, 2020) (the “Wang Action”); Braunstein v. Front Yard Residential Corporation, et al., Case No. 1:20-cv-10110 (S.D.N.Y. Dec. 2, 2020); Long v. Front Yard Residential Corporation, et al., Case No. 1:20-cv-01668-UNA (D. Del. Dec. 8, 2020) (the “Long Action”); Klein v. Whitfield, et al., Case No. 1:20-cv-10485 (S.D.N.Y. Dec. 11, 2020); and Kearny v. Front Yard Residential Corporation, et al., Case No. 1:20-mi-99999-UNA (N.D. Ga. Dec. 24, 2020). Each of the Front Yard Stockholder Actions names Front Yard and its directors as defendants, and the Wang Action and the Long Action name Parent as an additional defendant. Each of the Front Yard Stockholder Actions alleges, among other things, that the Definitive Proxy Statement on Schedule 14A is false and misleading and/or omits material information concerning the transactions contemplated by the Merger Agreement in violation of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 14a-9 promulgated under the Exchange Act. The ~~plaintiffs~~Proposal ~~in the Front Yard Stockholder Actions, among other things, seek~~ to ~~enjoin~~Approve the ~~transactions contemplated by the~~ Merger ~~Agreement and an award of attorneys’ fees and expenses~~.

~~SUPPLEMENT~~As TOpreviously ~~DEFINITIVE~~reported, ~~PROXY~~on ~~STATEMENT~~October 19, 2020, the Company entered into an Agreement and Plan of Merger, as amended by the First Amendment to Agreement and Plan of Merger, dated as of November 20, 2020, with Pretium Midway Holdco, LP, a Delaware limited partnership, and Midway AcquisitionCo REIT, a Maryland real estate investment trust.

~~This~~At ~~supplemental information should be read in conjunction with~~ the ~~Definitive~~Special ~~Proxy Statement~~Meeting, ~~which should be read in its entirety. Page references in~~ the ~~below~~Company’s ~~disclosures~~stockholders ~~are~~voted toon ~~pages in the Definitive Proxy Statement,~~ and ~~defined~~approved ~~terms~~a ~~used~~proposal ~~but~~to ~~not~~approve ~~defined herein have~~ the ~~meanings set forth in the Definitive Proxy Statement~~merger. ToThe ~~the~~proposal ~~extent~~was ~~the~~approved, ~~following~~having ~~information~~received ~~differs~~“for” votes from orholders ~~conflicts~~of ~~with~~a ~~the~~majority ~~information~~of ~~contained in~~ the ~~Definitive~~outstanding ~~Proxy~~Shares ~~Statement,~~entitled ~~the information set forth below shall be deemed~~ to ~~supersede~~vote ~~the~~on ~~respective~~such ~~information in the Definitive Proxy Statement~~proposal. The ~~Company~~preliminary ~~denies~~voting ~~the~~results ~~allegations~~on inthis ~~the~~proposal ~~complaints~~were ~~related~~as tofollows: the Front Yard Stockholder Actions and denies any alleged violations of law or any legal or equitable duty. Without admitting in any way that the disclosures below are material or otherwise required by law, the Company makes the following amended and supplemental disclosures solely for the purpose of mooting the allegations in the complaints related to the Front Yard Stockholder Actions.


FOR	AGAINST	ABSTENTIONS
43,649,491	11,048	57,812

~~The~~Proposal ~~section~~No. 2: ofThe ~~the~~Non-Binding ~~Definitive~~Compensation ~~Proxy~~Advisory ~~Statement~~Proposal. ~~entitled “THE MERGER—Certain Financial Projections Utilized in Connection with the Merger” is amended and supplemented as follows:~~

~~The~~At ~~disclosure~~the Special Meeting, the Company’s stockholders voted on ~~page~~and 40approved ofa proposal to approve, on a non-binding, advisory basis, the ~~Definitive~~compensation ~~Proxy~~that ~~Statement~~may isbe ~~amended~~paid ~~and~~or ~~supplemented~~become bypayable ~~deleting~~to the ~~table~~Company’s atnamed ~~the~~executive ~~end~~officers ofthat is based on or otherwise relates to the ~~fourth~~merger. ~~full~~The ~~paragraph~~non-binding ~~and~~compensation ~~replacing~~advisory itproposal ~~with~~was ~~the~~approved, ~~following~~having ~~new~~received ~~table~~“for” votes from holders of a majority of the votes cast at the ~~end~~Special ofMeeting via the ~~fourth~~virtual ~~full~~meeting ~~paragraph~~website or represented by proxy. The preliminary voting results on ~~such~~this ~~page~~proposal were as follows:

($ in millions)	Q4 2020E			2021E			2022E			2023E			2024E
FOR	AGAINST		ABSTENTIONS
Rental NOI(1)	$	34		$	146		$	159		$	166		$	174
34,585,263	8,967,821		165,267
G&A expenses		(5	)		(31	)		(32	)		(33	)		(34	)
Asset management expenses		(2	)		—			—			—			—
Adjusted EBITDA	$	27		$	115		$	127		$	133		$	140
Recurring capex		(4	)		(18	)		(17	)		(17	)		(16	)
Leasing commission		(1	)		(2	)		(2	)		(2	)		(2	)
Acquisition capex (net of disposition)		4			(73	)		(10	)		—			—
Other one-time capex		(3	)		(7	)		(5	)		(4	)		(3	)
Free cash flow	$	23		$	15		$	93		$	111		$	119
($ in millions)	2020E			2021E			2022E			2023E
Core revenue	$	217		$	233		$	251		$	262
Core property operating expenses		(84	)		(88	)		(92	)		(96	)
Rental NOI(1)	$	132		$	146		$	159		$	166
Normalized G&A		(17	)		(31	)		(32	)		(33	)
Management fees		(13	)		—			—			—
Cash interest expenses		(61	)		(58	)		(57	)		(58	)
REO and other operating expenses		(1	)		(0	)		—			—
Core FFO(2)	$	40		$	57		$	69		$	76
Recurring capital expenditures		(19	)		(18	)		(17	)		(17	)
Leasing commission		(3	)		(2	)		(2	)		(2	)
AFFO(3)	$	18		$	37		$	50		$	57

~~The~~Proposal ~~section~~No. 3: ofAuthority ~~the~~to ~~Definitive~~Adjourn ~~Proxy~~the ~~Statement~~Special ~~entitled “THE MERGER—Opinion of Deutsche Bank Securities Inc~~Meeting.” ~~is amended and supplemented as follows:~~

~~The~~Because ~~disclosure~~stockholders onholding ~~page~~at 46least a majority of ~~the~~Shares ~~Definitive~~outstanding ~~Proxy~~and ~~Statement~~entitled isto ~~amended~~vote ~~and~~at ~~supplemented~~the byclose ~~adding~~of business on the ~~following~~Record Date approved the proposal to approve the ~~third~~merger, ~~paragraph~~the vote was not called on ~~such~~the ~~page:~~proposal to adjourn the Special Meeting to a later date or time if necessary or appropriate, including to solicit additional proxies in favor of the proposal to approve the merger if there had been insufficient votes at the time of the Special Meeting to approve the merger.

•Item ~~Deleting the phrase “using perpetuity growth rates ranging from 2~~8.~~75%~~01 toOther 3Events.25%” immediately following the phrase “Front Yard’s Terminal Values were calculated” and adding the phrase “by applying perpetuity growth rates ranging from 2.75% to 3.25% to the projected free cash flow in 2024 of $119 million” immediately following the phrase “Front Yard’s Terminal Values were calculated” of such paragraph;

3With the approval of the merger proposal, the Company anticipates the closing of the merger to occur on January 11, 2021, subject to the satisfaction or waiver of the remaining conditions to closing.

• Deleting the phrase “and (iii)” immediately following the phrase “Front Yard’s after-tax cost of debt” and adding the phrase “of 3.5%, (iii) Front Yard’s net debt as of September 30, 2020 of $1,516 million and (iv)” immediately following the phrase “Front Yard’s after-tax cost of debt” of such paragraph.

The disclosure on page 48 of the Definitive Proxy Statement is amended and supplemented by deleting the sixth paragraph on such page and replacing it with the following:

“Deutsche Bank chose a range of premia from 10% to 20% and applied these to the closing price of the Front Yard Shares as of October 16, 2020, the trading day prior to the initial announced transaction with the Buyer Group, which results in a range of implied prices per share of Front Yard Shares of $10.96 to $11.95 per share.”

The disclosure on page 49 of the Definitive Proxy Statement is amended and supplemented by adding the following to the first paragraph on such page:

• Adding the phrase “which was 10.6x” immediately following the phrase “with Pretium on October 19, 2020” of such paragraph;

• Deleting the word “indicating” immediately following the phrase “using a discount rate of 12.5%,” and adding the phrase “which was chosen by Deutsche Bank based on its professional judgment and experience, reflecting” of such paragraph.

The disclosure on pages 50-51 of the Definitive Proxy Statement is amended and supplemented by deleting the fifth sentence of the third full paragraph on page 50 and replacing it with the following:

“In the past two years, Deutsche Bank has provided investment banking services, M&A financial advisory and equity and debt capital markets services to Front Yard and the Buyer Group or their respective affiliates for which Deutsche Bank has received compensation of less than $5 million for services provided to Front Yard and less than $50 million for services provided to the Buyer Group.”

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SIGNATURES
		Front Yard Residential Corporation
December 31, 2020	By:	/s/ Robin N. Lowe
January 6, 2021	By:	/s/ Robin N. Lowe
		Robin N. Lowe Chief Financial Officer
		Robin N. Lowe
		Chief Financial Officer

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