Item 1.01 Entry into a Material Definitive Agreement.
On May 19, 2020 (the "Closing Date") Front Yard Residential Corporation ("Front
Yard" or the "Company") issued and sold to Amherst Single Family Residential
Partners VI, LP (the "Purchaser"), an affiliate of Amherst Residential, LLC
4.4 million shares of Front Yard common stock (the "Acquired Shares") at a price
of $12.50 per share for an aggregate cash purchase price of $55 million pursuant
to that certain Investment Agreement (the "Investment Agreement") dated May 4,
2020 by and between the Company and the Purchaser. The Purchaser has also agreed
to a customary standstill for a two-year period and a restriction on
transferring the Acquired Shares for one year (other than to permitted
transferees). Beginning on the first anniversary of the Closing Date, the
Purchaser will be entitled to transfer up to 1.1 million of the Acquired Shares
per quarter on a cumulative basis.
The Investment Agreement is filed as Exhibit 10.1 to the Current Report on Form
8-K filed by the Company on May 5, 2020 and is incorporated herein by reference.
The foregoing description of the Investment Agreement does not purport to be
complete and is qualified in its entirety by reference to such exhibit.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 hereof is incorporated herein by
reference.
The Company is offering the Acquired Shares to the Purchaser in reliance on
exemptions from registration provided under Section 4(a)(2) of the Securities
Act of 1933, as amended, and the rules and regulations promulgated thereunder.
The Company relied on this exemption from registration based in part on
representations made by the Purchaser in the Investment Agreement, which
included that it is an "accredited investor" (as defined in Rule 501 under the
Securities Act).
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