On February 18, 2020, Front Yard Residential Corporation (the Company) filed a Form 8-K with
the Securities and Exchange Commission (the SEC) in connection with the proposed acquisition of Front Yard Residential Corporation (the Company or Front Yard) by affiliates of Amherst
Residential, LLC (Amherst) pursuant to an Agreement and Plan of Merger, dated as of February 17, 2020 (as may be amended from time to time, the Merger Agreement), by and among the Company, BAF Holdings, LLC
(Parent) and BAF Sub, LLC, a wholly owned subsidiary of Parent (Merger Sub). On March 11, 2020, the Company filed with the SEC its preliminary proxy statement on Schedule 14A and on March 23, 2020, the
Company filed with the SEC its definitive proxy statement on Schedule 14A relating to the special meeting of stockholders of the Company scheduled to be held on April 27, 2020 (the Definitive Proxy Statement) to, among other
things, vote on a proposal to approve the merger of the Company with and into Merger Sub (the Merger) with Merger Sub surviving the Merger as a wholly-owned subsidiary of Parent.
Since the initial filing of the preliminary proxy statement on Schedule 14A, four 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, Case No. 1:20-cv-00356 (D. Del. Mar. 12, 2020); Rosenblatt v. Front Yard Residential Corporation, et al., Case No.
1:20-cv-00386 (D. Del. Mar. 18, 2020) (the Rosenblatt Action); Braunstein v. Front Yard Residential Corporation, et al., Case No. 1:20-cv-02523 (S.D.N.Y. Mar. 24, 2020); and Olson v. Front Yard Residential Corporation, et al., Case No. 1:20-cv-01600-SCJ (N.D. Ga. Apr. 14, 2020). Each of the Front Yard Stockholder Actions names Front Yard and its directors as defendants, and the Rosenblatt Action names
Parent and Merger Sub as additional defendants. 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 in the Front Yard Stockholder Actions, among other things, seek to enjoin the transactions contemplated by the Merger Agreement and an
award of attorneys fees and expenses.
SUPPLEMENT TO DEFINITIVE PROXY STATEMENT
This supplemental information should be read in conjunction with the Definitive Proxy Statement, which should be read in its entirety. Page references in
the below disclosures are to pages in the Definitive Proxy Statement, and defined terms used but not defined herein have the meanings set forth in the Definitive Proxy Statement. To the extent the following information differs from or conflicts with
the information contained in the Definitive Proxy Statement, the information set forth below shall be deemed to supersede the respective information in the Definitive Proxy Statement. The Company denies the allegations in the complaints related to
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.
The section of the Definitive Proxy Statement entitled THE MERGERBackground of the Merger is amended and supplemented as follows:
The disclosure on page 29 of the Definitive Proxy Statement is amended and supplemented by adding the following new sentence immediately following the
first sentence of the second full paragraph on such page:
Each of the counterparties agreed in the confidentiality agreement to a
customary standstill provision, which ceased to apply upon Front Yards entry into the merger agreement with Amherst.
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