UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 |
SCHEDULE 13D/A |
Under the Securities Exchange Act of 1934 (Amendment No. 6)* |
Front Yard Residential Corporation |
(Name of Issuer) |
Common Stock |
(Title of Class of Securities) |
02153W100 |
(CUSIP Number) |
Gregory J. Ritts, Chief Legal and Compliance Officer, Altisource Portfolio Solutions S.A., 40, avenue Monterey, L-2163 Luxembourg, Grand Duchy of Luxembourg +352-2469-7900 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
June 1, 2020 |
(Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 13d-7(b) for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1. | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON | ||
Altisource Portfolio Solutions S.A. | |||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||
(a) o | |||
(b) o | |||
3. | SEC USE ONLY | ||
4. | SOURCE OF FUNDS | ||
WC | |||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ||
o | |||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
Grand Duchy of Luxembourg | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER | |
3,453,657 | |||
8. | SHARED VOTING POWER | ||
0 | |||
9. | SOLE DISPOSITIVE POWER | ||
3,453,657 | |||
10. | SHARED DISPOSITIVE POWER | ||
0 | |||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
3,453,657 | |||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ||
o | |||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
5.9 %(1) | |||
14. | TYPE OF REPORTING PERSON | ||
CO | |||
(1) Based upon (i) the 54,112,374 shares outstanding as of May 4, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020 filed on May 11, 2020, plus (ii) the 4,400,000 to be issued to Amherst Residential Fund VI pursuant to the Investment Agreement (as defined in the Issuer’s Current Report on Form 8-K filed on May 11, 2020).
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Explanatory Note
This Amendment No. 6 (this “Amendment No. 6”) amends and supplements the Statement on Schedule 13D first filed with the Securities and Exchange Commission (“SEC”) on April 11, 2016 by Altisource Portfolio Solutions S.A., a public limited liability company (société anonyme) organized under the laws of the Grand Duchy of Luxembourg (which includes its relevant subsidiaries for purposes hereof) (“ASPS” or the “Reporting Person”), and William B. Shepro, an individual resident of the Grand Duchy of Luxembourg (who as disclosed herein is no longer a reporting person for purposes hereof), as subsequently amended by Amendment No. 1 filed on May 11, 2016, Amendment No. 2 filed on August 24, 2018, Amendment No. 3 filed on June 20, 2019, Amendment No. 4 filed on February 19, 2020 and Amendment No. 5 filed on May 21, 2020 (as amended, the “Schedule 13D”). The securities to which the Schedule 13D relates are the shares of common stock, par value $0.01 per share (the “Shares”), of Front Yard Residential Corporation, a Maryland corporation (the “Issuer”). Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged. Each capitalized term used herein but not defined in this Amendment No. 6 shall have the meaning ascribed to such term in the Schedule 13D.
ITEM 4. Purpose of the Transaction.
Item 4 of the Schedule 13D is hereby amended and supplemented to include the following:
ASPS delivered a letter addressed to the chair of the board of directors and secretary of the Issuer in which it, among other things, questioned the Issuer’s decision to fast-track the scheduling of its annual meeting of shareholders for June 22, 2020, identified concerns with respect to the Issuer’s apparent violation of an applicable SEC regulation and clear disregard of a New York Stock Exchange recommendation relating to the setting of record and meeting dates for an annual meeting of shareholders. The foregoing letter is attached hereto as Exhibit 1 and is incorporated herein by reference.
ITEM 7. Materials to be Filed as Exhibits.
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SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct
Dated: June 2, 2020 | ALTISOURCE PORTFOLIO SOLUTIONS S.A. | |
By: | /s/ Gregory J. Ritts | |
Name: | Gregory J. Ritts | |
Title: | Chief Legal and Compliance Officer | |
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1(212) 318-6039 kevinlogue@paulhastings.com 1(212) 318-6493 johnnowak@paulhastings.com June 1, 2020 BY FEDERAL EXPRESS AND EMAIL Rochelle R. Dobbs, Chair of the Board Michael G. Lubin, General Counsel and Secretary Front Yard Residential Corporation c/o Altisource Asset Management Corporation 5100 Tamarind Reef Christiansted, United States Virgin Islands 00820 Re: Shareholder Request for Information from Front Yard Residential Corporation, a Maryland Corporation Dear Ms. Dobbs and Mr. Lubin: As you are aware, our firm represents Altisource Portfolio Solutions S.A. (“Altisource”), the holder of more than 5% of the outstanding common stock of Front Yard Residential Corporation (“RESI” or the “Company”). We are writing in connection with the upcoming annual shareholder meeting. We understand that a record date of June 3rd has been set for a planned meeting on June 22nd. We have significant concerns that RESI has not complied with its obligations pursuant to Rule 14a-13 in connection with that meeting. Specifically, we understand that RESI initiated the brokers’ search on May 6, 2020 and this did not comply with the rule’s requirement to initiate the search at least 20 business days prior to the record date. Given the potential violation and its impact on shareholder rights, we have notified the New York Stock Exchange and Securities and Exchange Commission to express our concerns about an apparent failure to comply with the rule. We also question the decision to schedule the annual meeting on June 22nd, a mere 19 days following the record date, which blatantly disregards the New York Stock Exchange’s recommendation “that a minimum of 30 days be allowed between the record and meeting dates so as to give ample time for the solicitation of proxies.” (Listed Company Manual, §401.03). In light of this timing, and the fact that difficulties and delays due to COVID-19 disruptions will likely interfere with the timely delivery of printed proxy materials, it is clear that many shareholders will not have sufficient time to fully review and evaluate the Company’s director slate nominated for election at the meeting. As a practical matter, the Company at best will have 14 days prior the meeting date to commence and complete the mailing to street name holders and it is likely many shareholders will have less than a week to review the proxy materials. As a governance matter, we do not understand how shareholders benefit from the scheduling of a fast-tracked annual meeting, particularly given the recent, abrupt, unexpected and unexplained decision to terminate RESI’s shareholder-approved merger with Amherst Residential LLC. All-in-all, we are concerned that RESI embarked on the fast-tracked meeting to avoid the restart of the advance notice provisions of its Bylaws, which can only be viewed as an effort to entrench the board of directors in office in the face of the unexpected and unexplained decision to terminate the merger that would have achieved a sale of the company at a premium and avoided the substantial decline in value suffered by the RESI shareholders following the termination of the merger. These actions unreasonably and discriminatorily impact a dissenting shareholder’s ability to contest the election of RESI’s nominees with a competing slate of nominees and/or submit shareholder proposals and will suppress shareholder
June 1, 2020 Page 2 participation in the annual meeting. Please be advised that Altisource is prepared to take action to protect shareholder value, resist the imposition of impediments on important shareholder rights and preserve the shareholder franchise during this annual meeting process. Sincerely, /s/ Kevin Logue Kevin Logue /s/ John Nowak John Nowak for PAUL HASTINGS LLP KL/JN