Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in the Introduction of this Current Report on Form 8-K is incorporated herein by reference.
On the Closing Date, at the Effective Time, each share of common stock of the
Company, par value
In addition, at the Effective Time, with respect to each outstanding option to
purchase Shares (each, a "Company Option"), under the Front Yard Residential
Corporation Conversion Option Plan, the Front Yard Residential Corporation
Special Conversion Option Plan,
Each outstanding restricted stock unit that was granted to the Company's non-employee directors under the Company Stock Plans (each, a "Company Director-Granted RSU") that was outstanding or payable as of immediately prior to the Effective Time, whether vested or unvested, was terminated and cancelled as of immediately prior to the Effective Time in exchange for the right to receive a lump sum cash payment equal to (i) (A) the number of Shares underlying such Company Director-Granted RSU, multiplied by (B) the Merger Consideration, plus (ii) the value as of the Effective Time of all accrued but unpaid dividend equivalents with respect to such Company Director-Granted RSU.
Each outstanding service-based restricted stock unit that was granted under the Company Stock Plans (each, a "Company Service-Based RSU") that was outstanding or payable as of immediately prior to the Effective Time, whether vested or unvested, was terminated and cancelled as of immediately prior to the Effective Time in exchange for the right to receive a lump sum cash payment equal to (i) (A) the number of Shares underlying such Company Service-Based RSU, multiplied by (B) the Merger Consideration, plus (ii) the value as of the Effective Time of all accrued but unpaid dividend equivalents with respect to such Company Service-Based RSU.
Each outstanding market-based restricted stock unit that was granted under the Company Stock Plans (each, a "Company Market-Based RSU") that was outstanding or payable as of immediately prior to the Effective Time, whether vested or unvested, was terminated and cancelled as of immediately prior to the Effective Time in exchange for the right to receive a lump sum cash payment equal to (i) (A) the number of Shares underlying such Company Market-Based RSU (irrespective of whether the performance goals were met), multiplied by (B) the Merger Consideration, plus (ii) the value as of the Effective Time of all accrued but unpaid dividend equivalents with respect to such Company Market-Based RSU.
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The description of the Merger set forth above does not purport to be complete and is qualified in its entirety by reference to the Original Agreement, which . . .
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth in the Introduction and under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
In connection with the closing of the Merger, the Company notified the
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in the Introduction and under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.01. Changes in Control of Company.
The information set forth under Items 2.01, 3.01 and 3.03 are incorporated herein by reference.
As a result of the Merger, a change in control of the Company occurred and the
Company merged with and into Merger Sub, a wholly-owned subsidiary of Parent.
The transaction resulted in the payment of approximately
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth under Item 2.01 is incorporated herein by reference.
Effective as of completion of the Merger,
Effective immediately following completion of the Merger, all of the incumbent
officers of the Company, as of immediately prior to the effectiveness of the
Merger, were removed as officers of the Company. In addition, the following
persons were appointed as officers of the Company:
Item 7.01. Regulation FD Disclosure.
On the Closing Date, Parent issued a press release announcing the closing of the Merger. A copy of the press release is filed as Exhibit 99.1 and is incorporated herein by reference. Such press release shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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Item 9.01. Financial Statements and Exhibits.
(c) Exhibits. Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofOctober 19, 2020 , by and amongFront Yard Residential Corporation ,Pretium Midway Holdco, LP and Midway AcquisitionCo REIT (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company onOctober 22, 2020 ). 2.2 First Amendment to Agreement and Plan of Merger, dated as ofNovember 20, 2020 , by and amongFront Yard Residential Corporation ,Pretium Midway Holdco, LP and Midway AcquisitionCo REIT (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company onNovember 23, 2020 ). 99.1 Press Release, datedJanuary 11, 2021
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