Additional Proxy Soliciting Materials - Non-management (definitive) (dfan14a)
17 Mai 2019 - 10:24PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
The Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☐
Filed by a Party other than the Registrant ☒
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Under Rule 14a-12
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FRONT YARD RESIDENTIAL CORPORATION
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(Name of Registrant as Specified in Its Charter)
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SNOW PARK CAPITAL PARTNERS MASTER FUND, LP
SNOW PARK CAPITAL PARTNERS, GP
SNOW PARK CAPITAL PARTNERS, LP
SNOW PARK CAPITAL MANAGEMENT, LLC
JEFFREY PIERCE
JPL OPPORTUNITY FUND LP
SOARING EAGLE LLC
JPL MANAGEMENT SERVICES LLC
JPL ADVISORS LLC
LAZAR NIKOLIC
PHILIP R. CHAPMAN
JAY S. NICKSE
WICKAPOGUE STRUCTURED CREDIT FUND, LP
WICKAPOGUE GP, LLC
TRADETWINS VENTURES, LLC
LELAND ABRAMS
TIMBERLINE FUND, LP
TIMBERLINE FUND GP, LLC
WYNKOOP, LLC
BRANDON JUNDT
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(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
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Snow Park Capital Partners,
LP, together with the other participants named herein (collectively, “Snow Park”), has made a definitive filing with
the Securities and Exchange Commission of a proxy statement and accompanying
BLUE
proxy card to be used to solicit votes
for the election of Snow Park’s slate of highly qualified director nominees to the Board of Directors of Front Yard Residential
Corporation, a Maryland corporation (the “Company”), at the Company’s upcoming 2019 annual meeting of stockholders,
or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations
thereof.
On May 17, 2019, Snow Park
issued the following press release, which was also posted by Snow Park to
www.RenewRESI.com
:
Egan-Jones Endorses the Entire Snow
Park Slate, Solidifying Support from All Three Proxy Advisory Firms that Recommend Front Yard Stockholders Vote the Blue Proxy
Card
Snow Park Welcomes the Unanimous
Support of ISS, Glass Lewis and Egan-Jones
Egan-Jones Recommends Stockholders
Vote FOR All Three of Snow Park’s Highly-Qualified and Independent Nominees: Leland Abrams, Lazar Nikolic and Jeffrey Pierce
ISS Has Already Stated It Believes
Change is Warranted on Front Yard’s Board Given the Company’s Long-Term Underperformance, Ineffective Strategy and
Weak Corporate Governance
Glass Lewis Has Also Concluded
That There is Clear Cause for Stockholders to Support Board-Level Change Based on Front Yard’s Poor Execution, Substantial
Debt and Peer-Worst Cost Structure
Stockholders Seeking Checks-and-Balances
and a Path to NAV Realization Should Vote the BLUE Proxy Card FOR All Three of Snow Park’s Highly-Qualified, Independent
Nominees
NEW YORK--(
BUSINESS
WIRE
)--Snow Park Capital Partners, LP (together with its affiliates, “Snow Park” or “we”) today announced
that Egan-Jones Proxy Services (“Egan-Jones”), a leading proxy advisory firm, has endorsed its case for change at Front
Yard Residential Corporation (NYSE: RESI) (“Front Yard” or the “Company”). Egan-Jones recommends that stockholders
vote the
BLUE
proxy card
FOR the election of all three of Snow Park’s highly-qualified and independent nominees
– Leland Abrams, Lazar Nikolic, and Jeffrey Pierce – to Front Yard’s Board of Directors (the “Board”)
at the Company’s upcoming annual meeting on May 23, 2019. This comes on the heels of both Institutional Shareholder Services
Inc. (“ISS”) and Glass, Lewis & Co., LLC (“Glass Lewis”) endorsing Snow Park’s nominees and recommending
that stockholders vote the
BLUE
proxy card.
Stockholders
who agree that greater urgency is needed to effect change at Front Yard should vote the
BLUE
proxy card
to elect
all three of Snow Park’s nominees. Our nominees possess strong real estate pedigrees, robust mortgage and financial services
experience, and deep knowledge of effective strategies and corporate governance practices in the Real Estate Investment Trust (“REIT”)
sector. Our nominees also understand the fundamentals and operating realities of the single-family residential market due to their
respective experiences analyzing, investing in, and overseeing the management of individual properties across various markets.
These are the types of qualifications that the current Board lacks, in our view, as evidenced by its track record of approximately
$500 million in value destruction since 2015.
In its full
report, Egan-Jones joined ISS and Glass Lewis in reaffirming Snow Park’s significant concerns regarding Front Yard’s
poor long-term performance, numerous strategic lapses, and weak corporate governance. Egan-Jones’ findings include:
1
-
“We believe that
electing
Snow Park’s three nominees, will send a strong signal to the Company that an urgent action is needed to correct the current
state of the Company
, thereby, restoring investor confidence through the implementation of fresh perspectives and plan
of action.”
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“…
shareholder value
has been suffering from poor total shareholder returns, weak balance sheet and eroding stock price.
In our view, this is
a serious concern that requires immediate action by the Board and management.”
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“…the excess leverages
in the Company’s balance sheet has caused the Company’s stock price to trade to an increasing discount to NAV…
the Board and management should have taken strategic plan of actions in order to prevent the value destruction in shareholder
interest.
”
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“…it is time to explore
strategic alternatives to rescue the Company from its continuous deterioration. If elected, the
Snow Park slate will work
with the incumbent management and directors in order to devi[s]e a comprehensive plan that will save the Company
from the
status quo of value destruction and work towards the realization of a maximized shareholder value.”
As previously
disclosed, ISS concluded that stockholders should vote on the
BLUE
proxy card
:
2
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·
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“The dissident has presented a compelling case that board change is warranted. Since [George]
Ellison's succession as CEO, the board has overseen value destruction driven by RESI's transition to a fully single-family rental-focused
REIT, a process in which it has been unable to gain sufficient scale, has taken on too much debt, and has been unable to derive
a sufficient return on acquisitions.
These factors, along with a governance structure that is disconnected from the interests
of shareholders, justifies the addition of at least two dissident nominees
.”
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·
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“ISS measured TSR from Ellison's succession as CEO in mid-2015 (which will also approximate
initiation of the strategy shift for purposes of this analysis) through March 29, 2019 (the unaffected date), as well as over the
trailing one, three, and five years. ISS compared the returns to the FTSE NAREIT All Equity REITs Index and to those of peers (AMH
and INVH – identified by both RESI and the dissident as RESI's closest public peers) […]
RESI delivered negative
returns and underperformed the comparators over all four measurement periods
.”
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·
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“That RESI has contended with four activist situations over the period is emblematic of the
disconnect between the board and the investor base. It is clear from this alone that
the actions of the board have been misaligned
with the priorities of shareholders
.”
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1
Permission to quote Egan-Jones was neither sought nor obtained. Emphases added.
2
Permission to quote ISS was neither sought nor obtained. Emphases added.
As previously
disclosed, Glass Lewis also concluded that stockholders should vote on the
BLUE
proxy card
:
3
-
“The adverse implications of this effort are readily reflected in
Front
Yard's demonstrably laggard trading price
, a central consideration which Front Yard makes
no substantive effort to
address
across its extensive materials. In lieu thereof,
the sitting board has arguably exacerbated the divide by
executing a new five-year contract with its underperforming manager -- an entity conspicuously lead and overseen by Front Yard's
CEO
-- which includes no fee-based connection to total shareholder returns, but which does determine to include a new termination
provision at the very time AAMC's value to investors has been publicly called into question.”
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“Among other things,
we
note Front Yard fails to substantively benchmark or contextualize any of its reported performance figures across its materials,
essentially leaving shareholders to assume the disclosed operational and financial metrics
-- for instance, those report[ed]
on slide 17 of the Company's principal investor deck -- are compelling.”
Jeffrey Pierce, Founder and Managing
Partner of Snow Park, commented:
“We are very pleased that Snow
Park’s case for change at Front Yard enjoys the unanimous support of all three proxy advisory firms. We appreciate that Egan-Jones
has joined ISS and Glass Lewis in recommending that Front Yard stockholders vote on the
BLUE
proxy card
for our highly-qualified
and independent nominees. It is our hope that all stockholders will take note of the fact that Egan-Jones sees significant value
in having all three members of our slate installed on the Board. This can ensure that the incumbent directors hear and respect
the desires of stockholders, who have been waiting far too long to realize the tremendous real estate value that remains trapped
in Front Yard’s underperforming shares.
We agree that fresh perspectives and
a vision for value-creation are needed in the boardroom to address Front Yard’s poor financials and dire state. If elected
to the Board, our nominees will continue to maintain an active, collaborative, and productive dialogue with fellow directors and
all stockholders – fighting for increased accountability, improved strategic thinking and execution, and stockholder-friendly
governance policies. We are confident that our truly independent slate of directors will act consistently with Front Yard’s
fiduciary duties in pursuing optimal outcomes for stockholders.”
We urge Front Yard stockholders
to vote FOR all three of Snow Park’s highly-qualified, independent nominees – stockholders Leland Abrams, Lazar Nikolic
and Jeffrey Pierce – on the
BLUE
proxy card and to return it in your postage-paid envelope provided.
If
you have already voted Front Yard’s proxy card, you can change your vote by providing a later dated
BLUE
proxy card.
Should
you have any questions or need assistance with voting, please contact Saratoga Proxy Consulting LLC at (888) 368-0379 or (212)
257-1311 or by email at
info@saratogaproxy.com
.
PROTECT
YOUR INVESTMENT.
PLEASE SIGN, DATE, AND MAIL THE BLUE PROXY CARD TODAY!
VISIT
WWW.RENEWRESI.COM
TODAY.
3
Permission to quote Glass Lewis was neither sought nor obtained. Emphases added.
About Snow Park
Snow Park Capital Partners, LP
is a privately-held investment manager that specializes in investing in publicly-traded real estate securities across the capital
structure. Based in New York City and founded by Jeffrey Pierce, the firm focuses on producing strong risk-adjusted returns for
a diverse investor base of public institutions, private entities and qualified individual clients.
Contacts
For Investors:
Saratoga Proxy Consulting LLC
John Ferguson / Joe Mills, 212-257-1311
jferguson@saratogaproxy.com /
jmills@saratogaproxy.com
For Media:
Profile
Greg Marose / Charlotte Kiaie,
347-343-2999
gmarose@profileadvisors.com /
ckiaie@profileadvisors.com
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