UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule14a-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  ☐

Check the appropriate box:

FRONT YARD RESIDENTIAL CORPORATION

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

PRELIMINARY PROXY STATEMENT DATED NOVEMBER 23, 2020 – SUBJECT TO COMPLETION

[●], 2020

Dear Fellow Stockholder:

On behalf of the board of directors, I cordially invite you to attend a special meeting of stockholders of Front Yard Residential Corporation, a Maryland corporation (which we refer to as “Front Yard” or the “Company”). The special meeting will be held via live webcast on [●], at [●]. The special meeting can be accessed by visiting [●], where you will be able to listen to the meeting live and vote online. Please note that you will not be able to attend the virtual special meeting in person. We have chosen to hold a virtual rather than an in-person meeting due to the continuing public health impact of coronavirus disease 2019 (COVID-19).

The purpose of the meeting is to consider and vote on proposals relating to the proposed acquisition of the Company by a partnership led by Pretium Midway Investments, LP, a fund managed by affiliates of Pretium Partners, LLC (which we refer to as “Pretium”), and including funds managed by the real estate equity and alternative credit strategies of Ares Management Corporation (which we refer to as “Ares”), for $16.25 per share in cash. Regardless of whether you plan to attend the special meeting, we encourage you to vote your shares by mail, by telephone or through the internet following the procedures outlined below.

On October 19, 2020, the Company entered into an Agreement and Plan of Merger (which we refer to as the “Original Agreement”) with Pretium Midway Holdco, LP, a Delaware limited partnership (which we refer to as “Parent”) and Midway AcquisitionCo REIT, a Maryland real estate investment trust and a direct wholly-owned subsidiary of Parent (which we refer to as “Merger Sub”). On November 20, 2020, the Company entered into the First Amendment to Agreement and Plan of Merger (which we refer to as the “Amendment” and, together with the Original Agreement, as may be further amended from time to time, the “Merger Agreement”), among the Company, Parent and Merger Sub. The Merger Agreement provides for, subject to the satisfaction or waiver of specified conditions, the acquisition of the Company by Parent at a price of $16.25 per share in cash. Parent is an affiliate of Pretium. Subject to the terms and conditions of the Merger Agreement, the Company will be merged with and into Merger Sub (which we refer to as the “Merger”), with Merger Sub surviving the Merger as a wholly-owned subsidiary of Parent. At the special meeting, the Company will ask you to approve the Merger.

At the effective time of the Merger (which we refer to as the “Effective Time”), each share of Front Yard common stock (which we refer to as the “Shares” and each, a “Share”) issued and outstanding immediately prior to the Effective Time (other than Shares owned by Parent, Merger Sub or any Company subsidiary) will be cancelled, extinguished and automatically converted into the right to receive $16.25 per Share in cash, subject to deduction for any required withholding taxes and without interest.

The proxy statement accompanying this letter provides you with more specific information concerning the special meeting, the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. We encourage you to carefully read the accompanying proxy statement and the copy of the Merger Agreement attached as Annex A to the proxy statement.

The board of directors of the Company (which we refer to as the “Board”) carefully reviewed and considered the terms and conditions of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. By a unanimous vote, the Board (i) approved the Merger Agreement and the Merger upon the terms and subject to the conditions set forth in the Merger Agreement, (ii) determined that the Merger and the other transactions provided for in the Merger Agreement on the terms and conditions set forth in the Merger

Agreement are fair and reasonable and advisable to, and in the best interests of, the Company, (iii) directed that the Merger be submitted for consideration at a meeting of the stockholders of the Company and (iv) resolved to recommend that the stockholders of the Company vote in favor of the approval of the Merger. Accordingly, the Board unanimously recommends a vote “FOR” the proposal to approve the Merger.

Your vote is important. Whether or not you plan to attend the special meeting and regardless of the number of Shares you own, your careful consideration of, and vote on, the proposal to approve the Merger is important, and we encourage you to vote promptly. The Merger cannot be completed unless the Merger is approved by stockholders holding a majority of the outstanding Shares entitled to vote on such matter. The failure to vote will have the same effect as a vote “AGAINST” the proposal to approve the Merger.

After reading the accompanying proxy statement, please make sure to vote your Shares promptly (1) by completing, signing and dating the accompanying proxy card and returning it in the enclosed prepaid envelope, (2) by telephone or (3) through the internet by following the instructions on the accompanying proxy card. Instructions regarding all three methods of voting are provided on the proxy card. If you hold Shares through an account with a bank, broker, trust or other nominee, please follow the instructions you receive from it to vote your Shares.

Your support of and interest in Front Yard Residential Corporation is sincerely appreciated.

Rochelle R. Dobbs
Chair of the Board of Directors

Neither the United States Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated [●], 2020 and is first being mailed to Front Yard stockholders on or about [●], 2020.

PRELIMINARY PROXY STATEMENT DATED NOVEMBER 23, 2020 – SUBJECT TO COMPLETION

FRONT YARD RESIDENTIAL CORPORATION

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held on [●], 2020

To the Stockholders of Front Yard Residential Corporation:

A special meeting of stockholders of Front Yard Residential Corporation, a Maryland corporation (which we refer to as the “Company”), will be held via live webcast on [●], 2020, at [●], at [●]. The special meeting can be accessed by visiting [●], locatedwhere you will be able to listen to the meeting live and vote online. We encourage you to allow ample time for online check-in, which will open at [●],. Please note that you will not be able to attend the virtual special meeting in person. We are holding the special meeting for the following purposes:

Stockholders of record at the close of business on [●], 2020 are entitled to notice of, and to vote at, the special meeting and any adjournments or postponements thereof.

For more information concerning the special meeting, the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, please review the accompanying proxy statement and the copy of the Merger Agreement attached asAnnex A to the proxy statement.

The board of directors of the Company (which we refer to as the “Board”) carefully reviewed and considered the terms and conditions of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. By a unanimous vote, the Board (i) declaredapproved the Merger Agreement and the Merger upon the terms and subject to the conditions set forth in the Merger Agreement, (ii) determined that the Merger isand the other transactions provided for in the Merger Agreement on the terms and conditions set forth in the Merger Agreement are fair and reasonable and advisable to, and in the best interests of, the Company, and its stockholders, (ii) approved the Merger Agreement and the Merger and the other transactions contemplated thereby, (iii) declared the Merger advisable and (iv) directed that the Merger be submitted for consideration at a meeting of the stockholders of the Company and (iv) resolved to recommend that the holdersstockholders of Shares for their approval.the Company vote in favor of the approval of the Merger.

The Board unanimously recommends that at the special meeting you vote ““FOR” the proposal to approve the Merger, ““FOR” the approval, by anon-binding advisory vote, of the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger and ““FOR” the proposal to adjourn the special meeting if necessary or appropriate, including to solicit additional proxies.

To assure that your Shares are represented at the special meeting, regardless of whether you plan to attend the special meeting, in person, please fill in your vote, sign and mail the enclosed proxy card as soon as possible. We have enclosed a return envelope, which requires no postage if mailed in the United States. Alternatively, you may vote by telephone or through the internet. Instructions regarding each of the methods of voting are provided on the enclosed proxy card. If you are voting by telephone or through the internet, then your voting instructions must be received by 11:59 p.m. [●], Eastern Time on the day before the special meeting. Your proxy is being solicited by the Board.

TABLE OF CONTENTS

i

TABLE OF CONTENTS

(continued)

ii

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following questions and answers are intended to briefly address some commonly asked questions regarding the special meeting of stockholders and the Merger. These questions and answers do not address all questions that may be important to you as a Front Yard stockholder. Please refer to the more detailed information contained elsewhere in this proxy statement, the Annexes to this proxy statement and the documents referred to in this proxy statement.

For a discussion of the factors that the Board considered in determining to recommend the approval of the Merger, please see the section entitled “The Merger—Reasons for Recommending the Approval of the Merger,” beginning on page 38.[●]. In addition, in considering the recommendation of the Board with respect to the Merger, you should be aware that some of our directors and executive officers have interests that may be different from, or in addition to, the interests of Front Yard stockholders generally. See the section entitled “The Merger—Interests of Directors and Executive Officers in the Merger,” beginning on page 51.[●].

Innisfree M&A Incorporated

501 Madison Avenue, 20th floor

New York, New York 10022

Stockholders may call toll free: (888)750-5834

Banks and Brokers may call collect: (212)750-5833

If your Shares are held for you by a bank, broker, trust or other nominee, you should also call your bank, broker, trust or other nominee for additional information.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain information in this proxy statement constitutes “forward-looking statements.” Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “seeks,” “targets” or words of similar meaning, or future or conditional verbs, such as “will,” “should,” “could,” “may,” “would,” “aims,” “intends” or “projects.” However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. We caution that forward-looking statements are qualified by the existence of certain risks and uncertainties that could cause actual results and events to differ materially from what is contemplated by the forward-looking statements. Factors that could cause our actual results to differ materially from these forward-looking statements may include, without limitation:

The foregoing list of factors should not be construed as exhaustive. Front Yard can give no assurance that the expectations expressed or implied in the forward-looking statements contained herein will be attained. The statements made in this proxy statement are current as of the date of this proxy statement only. Front Yard undertakes no obligation to publicly update or revise any forward-looking statements or any other information contained herein, whether as a result of new information, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

PARTIES TO THE MERGER

Front Yard

Front Yard is an industry leader in providing quality, affordable rental homes to America’s families. Our homes offer exceptional value in a variety of suburban communities that have easy accessibility to metropolitan areas. Front Yard’s tenants enjoy the space and comfort that is unique to single-family housing, at reasonable prices. Our mission is to provide our tenants with houses they are proud to call home.

Front Yard became a publicly traded company in 2012. Shares of Front Yard common stock are listed on the NYSE and trade under the symbol “RESI.”

Our website address iswww.frontyardresidential.com.The information provided on our website is not part of this proxy statement and is not incorporated by reference in this proxy statement by this or any other reference to our website in this proxy statement.

Additional information about Front Yard is contained in our public filings, which are incorporated by reference in this proxy statement. See the section entitled “Where You Can Find More Information,” beginning on page 96,[●], for more information.

Parent

Parent a Delaware limited liability company, is an affiliate of Amherst.Pretium. Parent was formed by a partnership led by Pretium Midway Investments, LP, a fund managed by affiliates of Pretium, and including funds managed by the real estate equity and alternative credit strategies of Ares, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement and has not carried on any activities on or prior to the date of this proxy statement, except for activities incidental to its formation and activities undertaken in connection with Parent’s acquisition of Front Yard. Parent has not conducted any business operations other than in connection with the transactions contemplated by the Merger Agreement and the related agreements. Parent’s principal executive offices are located at c/o Amherst Residential, LLC, 5001 Plaza on the Lake, Suite 200, Austin, Texas 78746,810 7th Avenue, 24th Floor, New York, New York 10019, and its telephone number is (512)(212) 342-3000.257-5757.

Merger Sub

Parent formed Merger Sub, a Maryland limited liability companyREIT and direct wholly-owned subsidiary of Parent, on December 16, 2019,October 9, 2020, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement. Merger Sub has not carried on any activities on or prior to the date of this proxy statement, except for activities incidental to its formation and activities undertaken in connection with Parent’s acquisition of Front Yard. Merger Sub’s principal executive offices are located at c/o Amherst Residential, LLC, 5001 Plaza on the Lake, Suite 200, Austin, Texas 78746,810 7th Avenue, 24th Floor, New York, New York 10019, and its telephone number is (512)(212) 342-3000.257-5757.

THE SPECIAL MEETING

We are furnishing this proxy statement as part of the solicitation of proxies by the Board for use at the special meeting and at any properly convened meeting following an adjournment or postponement of the special meeting.

Date, Time and Place of the Special Meeting

Front Yard will hold the special meeting via live webcast on [●] at [●]. The special meeting can be accessed by visiting [●], where you will be held on [●], 2020, at [●], at [●], locatedable to listen to the meeting live and vote online. We encourage you to allow ample time for online check-in, which will open at [●].

Front Yard stockholders who wish Please note that you will not be able to attend the virtual special meeting may be asked to present valid photo identification. Please note that if you hold your Shares in “street name” (i.e., in the name of a bank, broker, trust or other nominee) you will need to bring a copy of your voting instruction card or brokerage statement reflecting your stock ownership as of the record date and check in at the registration desk at the meeting. Cameras, sound or video recording devices or any similar equipment, or the distribution of any printed materials, will not be permitted at the meeting without the approval of Front Yard.person.

Purpose of the Special Meeting

At the special meeting, Front Yard’s stockholders of record will be asked to consider and vote on:

Recommendation of the Board

The Board carefully reviewed and considered the terms and conditions of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. By a unanimous vote, the Board (i) declaredapproved the Merger Agreement and the Merger upon the terms and subject to the conditions set forth in the Merger Agreement, (ii) determined that the Merger isand the other transactions provided for in the Merger Agreement on the terms and conditions set forth in the Merger Agreement are fair and reasonable and advisable to, and in the best interests of, the Company, and its stockholders, (ii) approved the Merger Agreement and the Merger and the other transactions contemplated thereby, (iii) declared the Merger advisable and (iv) directed that the Merger be submitted for consideration at a meeting of the stockholders of the Company and (iv) resolved to recommend that the holdersstockholders of Shares for their approval.the Company vote in favor of the approval of the Merger. Accordingly, the Board unanimously recommends a vote “FOR” the proposal to approve the Merger.

The Board also unanimously recommends a vote “FOR” thenon-binding compensation advisory proposal and “FOR” the approval of the proposal to adjourn the special meeting, if necessary or appropriate, including to solicit additional proxies in favor of the proposal to approve the Merger if there are insufficient votes at the time of the special meeting to approve the Merger.

Record Date and Quorum

Each holder of record of Shares as of the close of business on [●], 2020, which is the record date for the special meeting, is entitled to receive notice of, and to vote at, the special meeting. You will be entitled to one vote for

entitled to vote at the special meeting. The presence at the special meeting, in personby attendance via the virtual meeting website or by proxy, of the holders of [●] Shares (aa majority of the Shares issued and outstanding and entitled to vote)vote constitutes a quorum for the special meeting.

If you are a Front Yard stockholder of record and you vote by mail, by telephone or through the internet or in person at the special meeting via the virtual meeting website, then your Shares will be counted as part of the quorum. If you are a “street name” holder of Shares and you provide your bank, broker, trust or other nominee with voting instructions, then your Shares will be counted in determining the presence of a quorum. If you are a “street name” holder of Shares and you do not provide your bank, broker, trust or other nominee with voting instructions, then your Shares will not be counted in determining the presence of a quorum.

All Shares held by stockholders of record that are present in personat the special meeting via the virtual meeting website or represented by proxy and entitled to vote at the special meeting, regardless of how such Shares are voted or whether such stockholders abstain from voting, will be counted in determining the presence of a quorum. In the absence of a quorum, the special meeting may be adjourned.

Vote Required for Approval

Merger Agreement Proposal. The proposal to approve the Merger requires the affirmative vote of the holders of a majority of the outstanding Shares entitled to vote on such matter.

Non-Binding Compensation Advisory Proposal. The approval of thenon-binding compensation advisory proposal requires, assuming a quorum is present, the affirmative vote of a majority of the votes cast in personat the special meeting via the virtual meeting website or represented by proxy at the special meeting on such matter. The vote is advisory only and, therefore, is not binding on Front Yard or Parent or any of their respective subsidiaries, and, if the Merger is approved by Front Yard stockholders and the Merger is completed, the compensation that is based on or otherwise relates to the Merger will be payable to our named executive officers even if this proposal is not approved.

Adjournment Proposal. The approval of the proposal to adjourn the special meeting if necessary or appropriate requires the affirmative vote of a majority of the votes cast in personat the special meeting via the virtual meeting website or represented by proxy at the special meeting on such matter. In addition, our bylaws permit the chair of the special meeting, acting in his or her own discretion and without any action by our stockholders, to adjourn the special meeting to a later date and time and at a place announced at the special meeting.

Effect of Abstentions and BrokerNon-Votes

The proposal to approve the Merger requires the affirmative vote of the holders of a majority of the outstanding Shares entitled to vote on such matter. Therefore, the failure to vote or the abstention from voting will have the same effect as a vote “AGAINST” the proposal to approve the Merger.

The approval of thenon-binding compensation advisory proposal requires the affirmative vote of a majority of the votes cast in personat the special meeting via the virtual meeting website or represented by proxy at the special meeting on such matter. Consequently, abstentions, failures to vote and brokernon-votes will have no effect on approval of the proposal.

The proposal to adjourn the special meeting if necessary or appropriate requires the affirmative vote of a majority of the votes cast in personat the special meeting via the virtual meeting website or represented by proxy at the special meeting on such matter. Consequently, abstentions, failures to vote and brokernon-votes will have no effect on approval of the proposal. In addition, our bylaws permit the chair of the special meeting, acting in his or her own discretion and without any action by our stockholders, to adjourn the special meeting to a later date and time and at a place announced at the special meeting.

A brokernon-vote occurs when Shares held by a broker or other nominee are represented at the meeting, but the broker or other nominee has not received voting instructions from the beneficial owner and does not have the discretion to direct the voting of the Shares on a particular proposal but has discretionary voting power on other proposals. A bank, broker, trust or other nominee may exercise discretion in voting on routine matters but may not exercise discretion and therefore will not vote onnon-routine matters if instructions are not given. Under applicable stock exchange rules, all of the proposals in this proxy statement arenon-routine matters. Accordingly, if your Shares are held in “street name,” a bank, broker, trust or other nominee will NOT be able to vote your Shares (which we refer to as a “brokernon-vote”), and your Shares will not be counted in determining the presence of a quorum unless you have properly instructed your bank, broker, trust or other nominee on how to vote. Because the proposal to approve the Merger requires the affirmative vote of a majority of the outstanding Shares, the failure to provide your bank, broker, trust or other nominee with voting instructions will have the same effect as a vote “AGAINST” the proposal to approve the Merger. Because the approval of each of (1) thenon-binding compensation advisory proposal and (2) the proposal to adjourn the special meeting if necessary or appropriate requires the affirmative vote of a majority of the votes cast in personat the special meeting via the virtual meeting website or represented by proxy at the special meeting, the failure to provide your bank, broker, trust or other nominee with voting instructions will have no effect on approval of those proposals.

How to Vote

Stockholders have a choice of voting by proxy by completing a proxy card and mailing it in the prepaid envelope provided, by calling a toll-free telephone number or through the internet. Please refer to your proxy card or the information forwarded by your bank, broker, trust or other nominee to see which options are available to you. The telephone and internet voting facilities for stockholders of record will close at 11:59 p.m. [●], Eastern Time on the day before the special meeting.

If you submit your proxy by mail, by telephone or through the internet voting procedures, but do not include “FOR,” “AGAINST” or “ABSTAIN” on a proposal to be voted, your Shares will be voted in favor of that proposal. If you indicate “ABSTAIN” on a proposal to be voted, it will have the same effect as a vote “AGAINST” the proposal to approve the Merger, but will have no effect on the other proposals.If you wish to vote by proxy and your Shares are held by a bank, broker, trust or other nominee, you must follow the voting instructions provided to you by your bank, broker, trust or other nominee. Unless you give your bank, broker, trust or other nominee instructions on how to vote your Shares, your bank, broker, trust or other nominee will not be able to vote your Shares on the proposals.

If you wish to vote in person atby attending the special meeting via the virtual meeting website and your Shares are held in the name of a bank, broker or other holder of record, you must obtain a legal proxy, executed in your favor, from the bank, broker or other holder of record authorizing you to vote at the special meeting. Obtaining a legal proxy may take several days.

If you do not submit a proxy or otherwise vote your Shares in any of the ways described above, it will have the same effect as a vote “AGAINST” the proposal to approve the Merger, but will have no effect on the approval of thenon-binding compensation advisory proposal or the approval of the proposal to adjourn the special meeting if necessary or appropriate.

If you have any questions about how to vote or direct a vote in respect of your Shares, you may contact our proxy solicitor, Innisfree, toll-free at (888)750-5834 for stockholders or (212)750-5833 for bankers and brokers.

YOU SHOULD NOT SEND IN YOUR SHARE CERTIFICATE(S) WITH YOUR PROXY CARD. A letter of transmittal with instructions for the surrender of certificates representing Shares or book-entry Shares will be mailed to stockholders if the Merger is completed.

Revocation of Proxies

Any proxy given by a Front Yard stockholder may be revoked at any time before it is voted at the special meeting by doing any of the following:

“Street name” holders of Shares should contact their bank, broker, trust or other nominee to obtain instructions as to how to revoke or change their proxies.

Adjournments and Postponements

Although it is not currently expected, the special meeting may be adjourned or postponed one or more times to a later day or time if necessary or appropriate, including to solicit additional proxies in favor of the proposal to approve the Merger. Your Shares will be voted on any adjournment proposal in accordance with the instructions indicated in your proxy or, if no instructions were provided, “FOR” the proposal.

If a quorum is present at the special meeting, the special meeting may be adjourned by the affirmative vote of a majority of the votes cast in personat the special meeting via the virtual meeting website or represented by proxy at the special meeting on such matter. In addition, our bylaws permit the chair of the special meeting, acting in his or her own discretion and without any action by our stockholders, to adjourn the special meeting to a later date and time and at a place announced at the special meeting. In either case, the adjourned meeting may take place without further notice other than by an announcement made at the special meeting unless the adjournment is for more than 120 days after the original record date or, if, after the adjournment, a new record date is fixed for the adjourned meeting, in which case a notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the special meeting. If a quorum is not present at the special meeting, or if a quorum is present at the special meeting but there are insufficient votes at the time of the special meeting to approve the Merger, then Front Yard may adjourn or seek to adjourn the special meeting. In addition, the Board may, after consultation with Parent, postpone the special meeting upon public announcement made prior to the date previously scheduled for the special meeting for the purpose of soliciting additional proxies or as otherwise permitted under the Merger Agreement.

Solicitation of Proxies

Front Yard is soliciting the enclosed proxy card on behalf of the Board, and Front Yard will bear the expenses in connection with the solicitation of proxies. In addition to solicitation by mail, Front Yard and its directors, officers and employees may solicit proxies in person, by telephone or by electronic means. These persons will not be specifically compensated for doing this.

Front Yard has retained Innisfree M&A Incorporated (which we refer to as “Innisfree”) to assist in the solicitation process. Front Yard will pay Innisfree a fee of approximately $[●] plus reimbursement of certain specifiedout-of-pocket expenses. Front Yard also has agreed to indemnify Innisfree against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions).

Front Yard will ask banks, brokers, trusts and other nominees to forward Front Yard’s proxy solicitation materials to the beneficial owners of Shares held of record by such banks, brokers, trusts or other nominees. Front Yard will reimburse these banks, brokers, trusts or other nominees for their customary clerical and mailing expenses incurred in forwarding the proxy solicitation materials to the beneficial owners.

Questions and Additional Information

If you have more questions about the Merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please call our proxy solicitor, Innisfree, toll-free at (888)750-5834 for stockholders or (212)750-5833 for bankers and brokers.

PROPOSAL 1: APPROVAL OF THE MERGER

As discussed elsewhere in this proxy statement, Front Yard stockholders will consider and vote on a proposal to approve the Merger. You should carefully read this proxy statement in its entirety for more detailed information concerning the Merger Agreement and the Merger. In particular, you should read in its entirety the Merger Agreement, which is attached asAnnex A to this proxy statement. In addition, see the sections entitled “The Merger,” beginning on page 27,[●], and “The Agreement and Plan of Merger,” beginning on page 64.[●].

The Board unanimously recommends that Front Yard stockholders vote “FOR” the proposal to approve the Merger.

If you return a properly executed proxy card, but do not indicate instructions on your proxy card, your Shares represented by such proxy card will be voted “FOR” the proposal to approve the Merger.

The approval of the Merger requires the affirmative vote of the holders of a majority of the outstanding Shares entitled to vote on such proposal.

PROPOSAL 2:NON-BINDING COMPENSATION ADVISORY PROPOSAL

Under Section 14A of the Exchange Act, which was enacted as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are required to provide our stockholders the opportunity to vote to approve, on anon-binding, advisory basis, the compensation that may be paid or become payable to Front Yard’s named executive officers that is based on or otherwise relates to the Merger, as disclosed in the section entitled “The Merger—Interests of Directors and Executive Officers in the Merger—Golden Parachute Compensation,” beginning on page 54,[●], including the table entitled “Golden Parachute Payment” and accompanying footnotes. Accordingly, Front Yard stockholders are being provided with the opportunity to cast an advisory vote on such payments.

As an advisory vote, this proposal is not binding upon Front Yard or the Board, and approval of this proposal is not a condition to completion of the Merger. Because the Merger-related executive compensation to be paid in connection with the Merger is based on the terms of the Merger Agreement as well as the contractual arrangements between Front Yard and the named executive officers, such compensation will be payable, regardless of the outcome of this advisory vote, if the Merger is approved (subject only to the contractual conditions in the Merger Agreement applicable thereto as well as the applicable contractual arrangements between Front Yard and the named executive officers). However, Front Yard seeks your support and believes that your support is appropriate because Front Yard has a comprehensive executive compensation program designed to link the compensation of its executives with Front Yard’s performance and the interests of Front Yard’s stockholders. Accordingly, you are asked to vote on the following resolution:

“RESOLVED, that the stockholders of Front Yard Residential Corporation approve, on an advisory,non-binding basis, the compensation that may be paid or become payable to the named executive officers of Front Yard Residential Corporation that is based on or otherwise relates to the Merger, as disclosed pursuant to Item 402(t) of RegulationS-K under the heading “The Merger—Interests of Directors and Executive Officers in the Merger—Golden Parachute Compensation,” beginning on page 54[●] (which disclosure includes the Golden Parachute Compensation Table required pursuant to Item 402(t) of RegulationS-K).”

The Board unanimously recommends that Front Yard stockholders vote “FOR” thenon-binding compensation advisory proposal.

If you return a properly executed proxy card, but do not indicate instructions on your proxy card, your Shares represented by such proxy card will be voted “FOR” thenon-binding compensation advisory proposal.

The approval of thenon-binding compensation advisory proposal requires the affirmative vote of a majority of the votes cast in personat the special meeting via the virtual meeting website or represented by proxy at the special meeting on such matter. The vote is advisory only and, therefore, not binding on Front Yard or Parent or any of their respective subsidiaries, and, if the Merger is approved by Front Yard’s stockholders and the Merger is completed, the compensation that is based on or otherwise relates to the Merger will be payable to our named executive officers even if this proposal is not approved.

PROPOSAL 3: AUTHORITY TO ADJOURN THE SPECIAL MEETING

Front Yard stockholders may be asked to adjourn the special meeting to a later date or time if necessary or appropriate, including to solicit additional proxies in favor of the proposal to approve the Merger if there are insufficient votes at the time of the special meeting to approve the Merger.

The Board unanimously recommends that stockholders vote “FOR” the proposal to adjourn the special meeting to a later date or time if necessary or appropriate, including to solicit additional proxies in favor of the proposal to approve the Merger if there are insufficient votes at the time of the special meeting to approve the Merger.

If you return a properly executed proxy card, but do not indicate instructions on your proxy card, your Shares represented by such proxy card will be voted “FOR” the proposal to adjourn the special meeting to a later date or time if necessary or appropriate.

The approval of the proposal to adjourn the special meeting if necessary or appropriate requires the affirmative vote of a majority of the votes cast in personat the special meeting via the virtual meeting website or represented by proxy at the special meeting on such matter. In addition, our bylaws permit the chair of the special meeting, acting in his or her own discretion and without any action by our stockholders, to adjourn the special meeting to a later date and time and at a place announced at the special meeting.

THE MERGER

Overview

Front Yard is seeking the approval by Front Yard stockholders of the Merger pursuant and subject to the terms of the Merger Agreement that Front Yard entered into on February 17,October 19, 2020 with Parent and Merger Sub.Sub, as amended on November, 2020. Under the terms of the Merger Agreement, subject to the satisfaction or waiver of specified conditions, Front Yard will merge with and into Merger Sub. Merger Sub will survive the Merger as a wholly-owned subsidiary of Parent. The Board has approved the Merger Agreement and unanimously recommends that Front Yard stockholders vote “FOR” the proposal to approve the Merger.

Upon completion of the Merger, each Share that is issued and outstanding immediately prior to the Effective Time (other than Excluded Shares) will be cancelled, extinguished and automatically converted into the right to receive $12.50$16.25 per Share, in cash, subject to deduction for any required withholding taxes and without interest.

Following the completion of the Merger, Front Yard will cease to be a publicly traded company and will become a wholly-owned subsidiary of Parent.

Background of the Merger

The Board, together with senior management, regularly reviews and assesses, and engages with the Company’s stockholders regarding, the Company’s strategic direction, financial performance and business plans with a view towards strengthening the Company’s business and identifying opportunities to increase stockholder value, taking into account financial, industry, competitive and other considerations. As part of this process, from time to time, the Board and senior management have reviewed potential strategic alternatives, including strategic acquisitions and divestitures, in order to complement and expand the Company’s existing business and operations.

On May 1, 2018, Amherst delivered a letter (which we refer to as the “May 1 Letter”) to the Board conveying its interest21, 2019, in acquiring the Company at a minimum purchase price of $12.00 per Share, subject to certain assumptions and conditions stated in the letter, and a potentially higher price if supported by Amherst’s due diligence review of the Company. On May 2, 2018, the Board held a meeting at which it discussed the May 1 Letter and decided to engage a financial advisor to assist the Board in considering the offer contained in Amherst’s May 1 Letter. On May 4, 2018, the Company delivered a letter to Amherst acknowledging receipt of the May 1 Letter and stating that the Board would consider Amherst’s offer in accordance with its duties and respond in due course. On May 9, 2018, Amherst delivered another letter to the Board emphasizing its continued interest in pursuing a transactionconnection with the Company as described in the May 1 Letter. On June 21, 2018, the Board held a meeting to consider the offer contained in the May 1 Letter, including the analysis of the offer that had been conducted by the Board’s financial advisor. Following presentations by its financial advisor (which was not Deutsche Bank) and legal advisor, and input from the members of management present at the meeting, the Board considered the offer contained in the May 1 Letter and unanimously agreed to reject the offer contained in the May 1 Letter and to continue to pursue the Company’s long-term strategic plan.

In November 2018, a representative of Amherst senior management met with a member of the Company’s senior management at the Company’s headquarters to discuss the possibility of a strategic transaction. Following this meeting, the Company continued to focus on the execution of its long-term strategic plan.

On January 14, 2019, a third-party company (which we refer to as “Party A”) delivered a letter to the Company expressing a non-binding interest in pursuing a combination with the Company that implied a valuation of the Company of approximately $12.50 to 13.00 per Share at the time with the consideration being payable in stock (which we refer to as the “January 14 Letter”). On January 22, 2019, the Board held a telephonic meeting, attended by members of senior management and representatives of a nationally recognized investment bank

no bids had been received but that several parties had indicated that they would be submitting a bidAs part of the Initial Sales Process, in the near term.

From September 12, 2019, after the September 12 Meeting, to September 13, 2019, seven (7)nine (9) parties, including Amherst, Pretium, Party B and Party B,C delivered written preliminary non-binding indications of interest, comprising five (5)seven (7) bids to acquire the whole Company, with considerations to stockholders (net of certain one-time expenses) ranging from $12.00 to $14.50$15.35 per Share, including a price of $12.50 per Share from Amherst, and two (2) bids to acquire only certain assets of the Company. The two (2) bids to acquire only certain assets of the Company comprised one bid to purchase either 2,500 homes for $325 million to $340 million or 5,000 homes for $600 million to $700 million, and another bid to acquire approximately 10,500 homes from the Company for a total gross purchase price of $1.569 billion (including the associated debt balance from the Company’s credit facilities).

Between September 17, 2019 and September 22, 2019, Deutsche Bank also delivered a first-round process letter, a confidential information memorandum and data tape containing information about the Company’s single-family rental home portfolio to three (3) additional parties that negotiated and signed confidentiality agreements after the initial first-round deadline of September 12, 2019.

On September 18, 2019, the Strategic Review Committee held a telephonic meeting attended by members of senior management and representatives of Deutsche Bank and Weil at which, among other things, the Strategic Review Committee received an update on the process to explore a sale of the Company, including a summary of the seven (7) written offers that had been received from potential buyers. The Strategic Review Committee also discussed the other strategic alternatives available to the Company, including continuing as a standalone public company while executing on its strategic plan. Following discussion, the Strategic Review Committee determined not to pursue either of the bids for only certain assets of the Company and instructed Deutsche Bank to continue to engage with four (4) of the parties that submitted bids to acquire the whole Company, including Amherst and Party B. The Company determined not to engage with one (1) of the bidders who submitted a bid to acquire the whole Company based on Deutsche Bank’s advice that such bidder would likely have difficulty arranging the financing that would be necessary to consummate its proposal relative to the other bidders. The Strategic Review Committee determined which parties to move forward with based on the specifics of their proposals, including the value such bids could provide to the Company’s stockholders, as well as the strength of the bidding parties’ ability to complete a transaction.

The Company received two additional preliminary non-binding indications of interest, respectively, on September 19, 2019, at a price of $15.35 per Share, and on September 25, 2019, with considerations to stockholders at a price of $13.25 per Share (net of certain one-time expenses), and the Strategic Review Committee instructed Deutsche Bank to continue to engage with each of these additional bidders. Following receipt of the two additionalnine (9) indications of interest, no other parties submitted an indication of interest regarding the potential saleas part of the Company.Initial Sales Process.

On September 27, 2019, six (6) parties, including Amherst, Pretium, Party B and Party B,C, were provided access to a virtual data room (which we refer to as the “VDR”) in connection with the sale process. The VDR contained certain non-public information and materials regarding the Company, including detailed information regarding the friction costs that would be incurred in connection with the potential acquisition of the whole Company. Additional non-public information and materials were made available in the VDR on a continuing basis in connection with the sale process,Initial Sales Process, including in response to requests for further information and diligence requests made by potential buyers.

During the period of Beginning on September 26, 2019, to October 4, 2019, the Company’s management and representatives of Deutsche Bankparties conducted due diligence on the Company, including in-person management presentations and property tours in Atlanta, Georgia with each of the six (6) parties, that were selected to participate in the second round of the sale process.

On October 11, 2019, the Strategic Review Committee held a telephonic meeting attended by members of senior management and representatives of Deutsche Bank and Weil at which, among other things, the Strategic Review

Later on December 12, 2019, representativescash purchase price of Gibson Dunn delivered$55 million ($12.50 per Share) pursuant to representatives of Weil a revised draft of the Mergeran Investment Agreement, which, among other things, removed the Company’s ability to terminate the Merger Agreement to accept a superior proposal (subject to the Company’s payment of a termination fee to Amherst), included various changes to the parties’ financing covenants, included a prohibition ondated May 4, 2020, and provide the Company internalizing its asset management function between the signing and the closing of the transaction, reinsertedwith a closing condition related to the testing of credit facility covenants under the Company’s credit facilities, and provided that all the lender consents to the transaction that were$20 million committed two-year unsecured loan facility. The transactions contemplated by the parties would be obtained prior to the signing of the Merger Agreement. On December 13, 2019, representatives of Gibson Dunn delivered to representatives of Weil initial drafts of the equity commitment letter and limited guarantee of Amherst related to the transaction.Settlement Agreement closed on May 19, 2020.

On December 20, 2019, representatives of Weil delivered to representatives of Gibson Dunn an initial draft of the Company’s disclosure letter relating to the Merger Agreement. On December 21, 2019, representatives of Weil delivered to representatives of Gibson Dunn revised drafts of the equity commitment letter and limited guarantee of Amherst related to the transaction and the Merger Agreement, which, among other things, retained the Company’s ability to terminate the Merger Agreement to accept a superior proposal, included various changes to the parties’ financing covenants, provided that the receipt of lender consents to the transaction would be a condition to the closing of the transaction, and provided that Amherst would be obligated to pay a termination fee to the Company if such lender consents were not obtained by a certain date.

On or about December 20, 2019, having negotiated and agreed to the forms of consent to the transaction under each of the Company’s credit facilities with Metropolitan Life Insurance Company, Great American Life Insurance Company and Great American Insurance Company and their affiliates, Credit Suisse First Boston Mortgage Capital LLC and its affiliates, and Nomura Corporate Funding Americas, LLC, the Company, Amherst and the respective lenders or other relevant parties under such facilities exchanged executed signature pages to each of the consents, in each case, to be held in escrow pending each party’s express release upon the signing of the transaction.

On December 22, 2019, Amherst delivered a letter to Deutsche Bank affirming its offer price of $12.50 per Share, reiterating its interest in the transaction.

On December 24, 2019, representatives of Gibson Dunn delivered to representatives of Weil revised drafts of the equity commitment letter and limited guarantee of Amherst related to the transaction and, on December 26, 2019, a revised draft of the Company’s disclosure letter relating to the Merger Agreement. Also on December 26, 2019, representatives of Gibson Dunn and representatives of Weil held a conference call to discuss the Company’s disclosure letter relating to the Merger Agreement. On December 27, 2019, representatives of Weil delivered to representatives of Gibson Dunn revised drafts of the equity commitment letter and limited guarantee of Amherst related to the transaction and a revised draft of the Company’s disclosure letter relating to the Merger Agreement.

Following the expiration of exclusivity on December 27, 2019, Amherst delivered a letter to the Company on December 29, 2019 (which we refer to as the “December 29 Letter”) that reiterated its interest in completing the transaction and proposed various options for signing the Merger Agreement given that the necessary consent to the transaction under the Freddie Mac Loan had not yet been obtained. The options in the December 29 Letter included the imminent signing of the Merger Agreement either with the Company reimbursing Amherst for certain costs associated with obtaining or the failure to obtain the necessary lender consents or with a reduced purchase price, or the extension of exclusivity for approximately two weeks, among other terms and conditions associated with each option.

On December 30, 2019, the Board held a telephonic meeting attended by members of senior management and representatives of Deutsche Bank and Weil at which, among other things, the Board received an update on the status of negotiations with Amherst. Deutsche Bank advised the Board that Amherst had submitted to representatives of Freddie Mac a complete package of the information that was required for Freddie Mac to

On July 19, 2020, the Board held a telephonic meeting attended by members of senior management and representatives of Deutsche Bank and Weil at which, among other things, Deutsche Bank advised the Board of Party C’s willingness to increase its offer price to $11.25 per Share in cash and the potential timing of a transaction with Party C, and members of the Board, senior management and the Company’s advisors further discussed the potential liquidation of the Company. Following discussion, the Board agreed to move forward with exploring a potential transaction with Party C at $11.25 per Share on an expedited timeline. Additionally, the Board discussed updates to the potential termination of the AMA with the Manager, including the process and timing for the termination and how that process could interact with Party C’s offer to acquire the Company.

On July 21, 2020, Party C submitted a written offer to confirm its interest in pursuing a potential transaction at a price per Share of $11.25.

On July 24, 2020, the Company and Party C executed an exclusivity agreement providing that, among other things, the Company would negotiate exclusively with Party C at a per Share price equal to $11.25 in cash until August 10, 2020, with an automatic extension of the agreement until August 23, 2020 if Party C continued to pursue the transaction in good faith at a price per Share of $11.25.

During the time period from July 28, 2020 to August 13, 2020, the Company and the Manager continued to negotiate the terms of the potential termination of the AMA. On August 13, 2020, the Company and the Manager finalized and announced the execution of a Termination and Transition Agreement, which provided for the termination of the AMA following a transition period and governed the acquisition by the Company of the operations of the Manager related to the management of the Company’s business. During this time period, Party C continued to conduct its due diligence review of the Company.

On August 14, 2020, Pretium delivered to the Company an unsolicited proposal to acquire all of the Shares of the Company for $12.50 per Share in cash (which we refer to as the “Pretium Proposal”). In its letter, Pretium also requested a 45-day exclusivity period. In accordance with the Company’s exclusivity obligations with Party C, the Company provided Party C with notice of the Pretium Proposal and did not engage with Pretium.

On August 21, 2020, Party C delivered a letter to the Company reiterating its interest in acquiring 100% of the outstanding equity of the Company for $11.25 per Share (which we refer to as the “August 21 Letter”). The August 21 Letter also stated that Party C was unwilling to further pursue the transaction unless the Company extended exclusivity with Party C and agreed to reimburse Party C for its expenses incurred in connection with consideration of the potential transaction in the event that the Company entered into a transaction other than the proposed transaction with Party C. At the direction of the Company, Deutsche Bank contacted the financial advisor to Party C on August 22, 2020 to inform Party C that the terms outlined in the August 21 Letter were not acceptable. After further discussion, Party C indicated that they would be willing to continue to work towards executing the Party C Merger Agreement and that they may be willing to increase their price, but any such increase would result in a price less than $12.50 per Share.

On August 24, 2020, following expiration of the exclusivity period with Party C, at the direction of the Company, Deutsche Bank contacted Pretium to discuss the Pretium Proposal.

On August 25, 2020, the Company entered into an amended and restated non-disclosure agreement with Pretium, after which the Company provided Pretium with access to the VDR to facilitate their due diligence.

On August 26th, 2020, a third party (which we refer to as “Party D”) contacted Deutsche Bank to express its interest in acquiring the Company. On August 28, 2020, the Company and Party D executed an amended and restated non-disclosure agreement.

On August 27, 2020, the Company and Weil received a revised draft of the Party C Merger Agreement from Party C and its counsel and, on August 28th, Party C’s counsel contacted Weil to indicate that Party C would no longer be pursuing the proposed transaction other than on the terms set forth in the August 21st Letter.

On September 8, 2020, Pretium delivered a letter to the Company re-confirming its all-cash offer of $12.50 per Share.

On September 11, 2020, Party D delivered a proposal to acquire 100% of the Company at an all-cash price per Share of $12.50. Party D’s proposal included a request for the Company to grant Party D exclusivity for a period of not less than 30 days for Party D to complete its due diligence and to negotiate definitive documentation.

On September 14, 2020 (which we refer to as the “September 14 Meeting”), the Board held a telephonic meeting attended by members of senior management and representatives of Deutsche Bank and Weil at which, among other things, the Board was advised that Party C had determined not to pursue a potential transaction with the Company. The Board also was advised that the Company had permitted Pretium and Strategic Review CommitteeParty D to conduct due diligence on the Company in connection with a potential acquisition of the Company by either of Pretium or Party D, each of which had offered to acquire 100% of the Company at a purchase price of $12.50 per Share.

Following the September 14 Meeting, the representatives of Deutsche Bank requested that Pretium and Party D provide additional information regarding their diligence plans, expected transaction timing, and proposed pro forma capital structure, which each party provided on September 20, 2020 and September 18, 2020, respectively.

On September 23, 2020, Deutsche Bank contacted each of Pretium and Party D to request that they each put forth their best and final offers. Pretium increased its offer from $12.50 per Share to $12.75 per Share; Party D declined to increase its per Share offer price from $12.50. Additionally, representatives of Weil contacted each party to discuss their initial markup of the merger agreement.

On September 24, 2020, the Board held a telephonic meeting attended by members of senior management and representatives of Deutsche Bank and Weil to evaluate the offers from Pretium and Party D. Representatives of Deutsche Bank presented its analysis of the respective parties offers, including a comparison of the key terms, and the Board, Deutsche Bank and Weil discussed the bid prices, financing and diligence plans, and ability of each party to sign and close a transaction. Following discussion, the Board unanimously agreed to move forward with Pretium based on, among other things, Pretium’s proposed offer price and ability to sign and close the proposed transaction. Following the meeting, representatives of Deutsche Bank communicated to Pretium that the Company would enter into exclusivity with Pretium to work towards the proposed transaction for the acquisition of 100% of the Company at a purchase price of $12.75 per Share until October 23, 2020. Representatives of Deutsche Bank communicated to Party D that the Company had decided to enter into exclusivity with another bidder.

After Deutsche Bank communicated that the Company planned to sign exclusivity with another bidder, on September 24, 2020, Party D submitted a revised non-binding indication of interest to acquire 100% of the outstanding equity of the Company for $12.80 per Share in cash, and indicated that they would be committed to finalizing the merger agreement within 30 days of entering into exclusivity.

On September 25, 2020, Party D delivered a further revised offer indicating that they would be willing to execute the proposed transaction by October 12, 2020, which was a shorter timeline than previously indicated by Party D.

On September 25, 2020, members of the Board and senior management, and representatives of Deutsche Bank and Weil discussed the revised non-binding indication of interest provided by Party D, and decided to request that each of Party D and Pretium deliver their best and final offers by September 26, 2020 at 12:00 p.m. EDT.

On September 26, 2020 Party D submitted an offer to acquire 100% of the Company for $13.42 per Share, and Pretium submitted an offer to acquire 100% of the Company for $13.50 per Share.

After receiving both offers, the Board held a telephonic meeting attended by members of senior management and representatives of Deutsche Bank and Weil (which we refer to as the “September 26 Meeting”) to discuss the offers. Following discussion among the Board, Deutsche Bank and Weil, the Board unanimously agreed to enter into exclusivity with Pretium at a price of $13.50 per Share.

After the Board adjourned the September 26 Meeting, the Company entered into an exclusivity agreement with Pretium, which provided that the Company would negotiate the proposed transaction exclusively with Pretium at a per Share price equal to $13.50 until October 16, 2020 (which we refer to as the “Pretium Exclusivity Agreement”).

During the time period from September 26, 2020 to October 16, 2020, Pretium conducted its due diligence review of the Company, held various calls with the lenders and other relevant parties under the Company’s existing credit facilities, and representatives of Pretium and the Company negotiated the terms of the merger agreement, disclosure letter, equity commitment letters, limited guarantee and voting agreement.

On October 15, 2020, Pretium and the Company entered into an extension to the Pretium Exclusivity Agreement which extended the period of exclusivity until 11:59PM EDT on October 19, 2020.

On October 16, 2020, the Board held a telephonic meeting attended by members of senior management and representatives of Deutsche Bank and Weil (which we refer to as the October 16 Meeting”) at which, among other things, the Board received an update on the process to explore a potential sale of the Company.transaction with Pretium. At the February 17October 16 Meeting, representatives of Deutsche Bank reviewed with the Board and Strategic Review Committee Deutsche Bank’s financial analysis of the Merger Consideration,proposed transaction. Further, at the October 16 Meeting, representatives of Weil reviewed with the directors their duties and a summary of the key terms of a substantially final draft of the merger agreement that had been negotiated with Pretium in connection with the proposed transaction. The Board directed representatives of Weil to continue to finalize the terms of the merger agreement in accordance with the summary of terms reviewed with the Board.

The Company and Pretium continued to finalize the merger agreement between October 16, 2020 and October 18, 2020, with the main outstanding points being the parties’ financing covenants relating to the Freddie Mac Loan and the termination payment for failure to obtain the Specified Lender Consent. The parties agreed to include an additional termination fee in the merger agreement that would be payable by Pretium in the event that the Specified Lender Consent was not obtained prior to the outside date in the merger agreement solely as a result of the imposition of certain burdensome conditions.

On October 18, 2020, the Board held a telephonic meeting attended by members of senior management and representatives of Deutsche Bank and Weil (which we refer to as the “October 18 Meeting”) at which, among other things, the Board received further updates on the status of the merger agreement. Representatives of Weil summarized the material changes to the merger agreement that had been made since the October 16 Meeting. Representatives of Deutsche Bank reviewed with the Board Deutsche Bank’s updated financial analysis of the merger consideration, and rendered to the Board an oral opinion, which was subsequently confirmed by delivery of a written opinion dated such date that, as of such date andthat, based upon and subject to various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken in preparing its opinion, the Merger Considerationmerger consideration to be paid to the holders of Shares (other than as specified in such opinion) pursuant to the Merger Agreementmerger agreement was fair, from a financial point of view, to such holders. For a detailed discussion of Deutsche Bank’s opinion, please see below under the caption “—Opinion of Front Yard’s Financial Advisor—Opinion of Deutsche Bank Securities Inc.”. Further, at the February 17 Meeting, representatives of Weil reviewed with the directors their duties and a summary of the key terms of a substantially final draft of the Merger Agreement that had been negotiated with Amherst in connection with the proposed transaction. Following the presentations by Weil and Deutsche Bank, and Weil, the Strategic Review CommitteeBoard discussed the potential reasons for and against the proposed transaction and then unanimously declared the Merger advisable and in the best interests of the Company and its stockholders and recommended that the Board approve the Merger Agreement and the other transactions contemplated thereby. After further discussing potential reasons for and against the proposed transaction (see below under the heading “—Recommendation of the Board of Directors and Reasons for the Merger—Reasons for the Merger”), the Board and then unanimously declared that the Merger was fair to, and in the best interests of, the Company and its stockholders, approved the Merger Agreementmerger agreement and the Merger and the other transactions contemplated thereby, declared advisable the Merger and recommended that the Company’s stockholders approve the Merger. The Board directed representatives of Weil to continue to finalize the terms of the Merger Agreementmerger agreement in accordance with the summary of terms reviewed with the Board.

Following the February 17October 18 Meeting, the parties finalized and executed the MergerOriginal Agreement and the disclosure letter and received executed final copies of the limited guarantee, the equity commitment letter,letters and the debt commitment letter and voting agreements.agreement.

On the morning of February 18,October 19, 2020, prior to the opening of trading of the Company’s common stock on the NYSE, the Company and Amherst issued a joint press release announcing the execution of the MergerOriginal Agreement.

On October 22, 2020, the Company filed with the SEC a Form 8-K that, among other things, summarized the Original Agreement and included the Original Agreement as an exhibit thereto.

On October 27, 2020, the Company received an unsolicited proposal from Party D to acquire 100% of the outstanding equity of the Company for $15.10 per Share in cash, reduced by the termination fee and expense reimbursement paid by the Company to Parent pursuant to the Original Agreement, which implied a purchase price of $14.57 per Share assuming the full payment of the termination fee and expense reimbursement. Party D indicated that it would not require any third party financing and would be prepared to execute definitive transaction documentation within 10 days after receiving access to the VDR.

On October 27, 2020, the Company notified Pretium of Party D’s proposal in accordance with the terms of the Original Agreement.

On October 28, 2020, the Board met to discuss the proposal by Party D and, after consultation with representatives of Weil and Deutsche Bank, concluded that Party D’s proposal either constituted a superior proposal or would reasonably be expected to lead to a superior proposal under the Original Agreement. Following this determination, the announcementCompany notified Pretium that it intended to provide Party D access to non-public information and to engage in discussions or negotiations with Party D regarding its proposal, in each case, in accordance with and subject to the terms of the Original Agreement. On October 30, 2020, the Company granted Party D access to the VDR.

On November 7, 2020, the Company provided to Party D revised drafts of the merger agreement, equity commitment letter and limited guarantee that had been provided to the Company on October 27, 2020 in connection with Party D’s proposal.

During the time period from October 30, 2020 to November 10, 2020, Party D completed its confirmatory due diligence.

On November 10, 2020, the Company received a revised proposal from Party D to acquire 100% of the outstanding equity of the Company for $15.50 per Share in cash, reduced by the termination fee and expense reimbursement paid by the Company to Parent pursuant to the Original Agreement, as well as Party D’s costs of obtaining a bridge credit facility to be used in the event Party D was unable to obtain certain consents to the transaction from certain of the Company’s lenders concurrently with signing, which implied a purchase price of $14.87 per Share assuming the full payment of the termination fee, expense reimbursement and Party D’s costs of obtaining a committed bridge credit facility.

On November 11, 2020, the Company informed Pretium of Party D’s revised offer in accordance with its obligations under the Original Agreement and the Company determined to permit Party D to engage with certain of the Company’s lenders regarding Party D obtaining consents to a transaction between the Company and Party D.

On November 13, 2020, the Company received from Party D revised drafts of the merger agreement, equity commitment letter and limited guarantee and, on November 14, 2020, the Company provided to Party D revised drafts of the same, as well as a draft of the disclosure letter.

On November 17, 2020, the Company received from Party D revised drafts of the merger agreement, equity commitment letter, limited guarantee and disclosure schedules as well as an initial draft of a promissory note with respect to a loan from Party D to the Company to pay the termination fee and expense reimbursement payable under the Original Agreement and a signature page escrow release agreement.

On November 17, 2020, the servicer for the Freddie Mac Loan provided an early indication that Freddie Mac intends to move forward with processing Pretium’s request for the Specified Lender Consent. See the section entitled “The Agreement and Plan of Merger—Conditions to the Merger,” on page [•].

On November 18, 2020, the Company provided to Party D revised drafts of the merger agreement, disclosure letter and signature page escrow release agreement.

On November 19, 2020, the Company and Party D finalized the merger agreement, disclosure letter, equity commitment letters, limited guarantee and signature page escrow release agreement. Also on November 19, 2020, Party D provided to the Company executed consents of the Company’s lenders (other than Freddie Mac) and an executed and released copy of the signature page escrow release agreement, including the exhibits thereto, pursuant to which Party D’s signature pages to the merger agreement, equity commitment letters and limited guarantee would be automatically released upon the satisfaction of certain conditions, including the valid termination of the Original Agreement.

On November 20, 2020, the Company advised Pretium and Party D that the Board would be meeting that evening to evaluate Party D’s proposal and the status of the transaction beginningwith Pretium given the Company’s plan to file the preliminary proxy statement with respect to the Pretium transaction. Later on February 18,November 20, 2020, before the Board meeting, Pretium provided a letter to the Company increasing the price per Share at which Pretium would acquire the Company under the Original Agreement from $13.50 to $16.25, increasing the termination fees from $24,000,000 to $40,245,000 and eliminating the burdensome condition limitation from the requirement to obtain the Specified Lender Consent under the Original Agreement. Pretium provided the Company with a proposed amendment to the Original Agreement, amended and restated equity commitment letters, and an amended and restated limited guarantee. Pretium also delivered executed signature pages to the foregoing to its outside counsel to be held in escrow pending the Company’s delivery of its executed signature pages, and stated that its revised proposal would expire at 9:00 p.m. Eastern Time that evening.

Prior to the Board meeting, representatives of Deutsche Bank advised Party D that the Board was not going to be in a position to declare that Party D’s proposal was superior.

Later on November 20, 2020, the Board held a telephonic meeting attended by members of senior management and representatives of Deutsche Bank and Weil at which, among other things, the Board discussed the progress made with Party D and the revised proposal from Pretium. Representatives of Deutsche Bank reviewed with the Company’s approval, Amherst reached outBoard Deutsche Bank’s updated financial analysis of the revised Pretium proposal and rendered an oral opinion, which was subsequently confirmed by delivery of a written opinion dated as of such date that, based upon and subject to various financing sources, includingassumptions, limitations, qualifications and conditions contained in its opinion, the Merger Consideration to be paid to the holders of Shares (other than as specified in such opinion) was fair, from a financial point of view, to such holders. For a detailed discussion of Deutsche Bank’s opinion, please see below under the caption “—Opinion of Front Yard’s Financial Advisor—Opinion of Deutsche Bank regarding theirSecurities Inc.” During the meeting, Party D submitted a revised written proposal that provided a price of $16.50 per Share in cash, reduced by the termination fee and expense reimbursement paid by the Company to Parent pursuant to the Original Agreement, which implied a per Share price of $15.97 assuming the full payment of the termination fee and expense reimbursement. The Board discussed the revised proposal from Party D, together with the revised Pretium proposal, including the increased termination fees. Following the presentation by Deutsche Bank and discussion of the revised proposals, the Board discussed the potential participationreasons for and against the proposed amendment to the Original Agreement (see below under the heading “—Recommendation of the Board of Directors and Reasons for the Merger—Reasons for the Merger”) and then unanimously approved the amended Merger Agreement upon the terms and subject to the conditions set forth in the syndicationamended Merger Agreement, determined that the Merger and the other transactions provided for in the amended Merger Agreement on the terms and conditions set forth in the amended Merger Agreement, were fair and reasonable and advisable to, and in the best interests of, the senior secured credit facilitiesCompany, and recommended that GS has committed to provide to Merger Sub (which we refer to as the “GS Facility”). Deutsche Bank determined not to participate inCompany’s stockholders approve the syndication of the GS Facility.Merger.

On the morning of November 23, 2020, prior to the opening of trading of the Company’s common stock on the NYSE, the Company issued a press release announcing the execution of the Amendment. Also on November 23, 2020, the Company filed with the SEC a Form 8-K that summarized the Amendment and included the Amendment as an exhibit thereto.

Recommendation of the Board

At a meeting of the Board on February 17,November 20, 2020, after careful consideration, including detailed discussions with Front Yard’s management and its legal and financial advisors, the Board unanimously:

Reasons for Recommending the Approval of the Merger

At a meeting held on February 17,November 20, 2020, the Board unanimously (i) declaredapproved the Merger Agreement and the Merger upon the terms and subject to the conditions set forth in the Merger Agreement, (ii) determined that the Merger isand the other transactions provided for in the Merger Agreement on the terms and conditions set forth in the Merger Agreement are fair and reasonable and advisable to, and in the best interests of, the Company and its stockholders, (ii) approved the Merger Agreement and the Merger and the other transactions contemplated thereby, (iii) declared the Merger advisable and (iv) directed that the Merger be submitted tofor consideration at a meeting of the holdersstockholders of Shares for their approval.the Company. The Board unanimously recommends that the Front Yard stockholders approve the Merger.

In arriving at this determination and recommendation, the Board reviewed and discussed a significant amount of information and consulted with Front Yard’s management, legal counsel and financial advisors. The following are some of the significant factors that were considered by the Board and supported its decision to approve the Merger Agreement (not necessarily in order of relative importance):

The foregoing discussion of the information and factors considered by the Board is not intended to be exhaustive, but includes the material factors considered by the Board. In view of the wide variety of factors considered in connection with its evaluation of the Merger and the complexity of these matters, the Board did not find it

measures, and the forecasts contained therein do not include footnote disclosures as may be required by GAAP), the published guidelines of the SEC regarding projections or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Neither the Company’s independent registered public accounting firm, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the Company Projections, nor have they expressed any opinion or any other form of assurance on the Company Projections or the achievability of the results reflected in the Company Projections, and they assume no responsibility for, and disclaim any association with, the Company Projections.Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, andnon-GAAP financial measures such as those used in the Company Projections may not be comparable to similarly titled amounts used by other companies or persons.

Thenon-GAAP financial measures set forth above should not be considered a substitute for, or superior to, financial measures determined or calculated in accordance with U.S. GAAP. The Company is not providing a quantitative reconciliation of these forward-lookingnon-GAAP financial measures. In accordance with Item 10(e)(1)(i)(B) of RegulationS-K of the Securities Act of 1933, a quantitative reconciliation of a forward-lookingnon-GAAP financial measure is only required to the extent it is available without unreasonable efforts. The Company does not currently have sufficient data to accurately estimate the variables and individual adjustments for such reconciliation, or to quantify the probable significance of these items at this time. The adjustments required for any such reconciliation of the Company’s forward-lookingnon-GAAP financial measures cannot be accurately forecast by the Company, and therefore the reconciliation has been omitted. For the reasons described above, readers of this proxy statement are cautioned not to place undue, if any, reliance on the Company

received in connection therewith, to the holders of any other class of securities, creditors or other constituencies of Front Yard, nor did it address the fairness of the contemplated benefits of the Merger. Deutsche Bank expressed no opinion as to the merits of the underlying decision by Front Yard to engagein the Merger or the relative merits of the Merger as compared to any alternative transactions or businessstrategies. Deutsche Bank did not express any opinion, and Deutsche Bank’s opinion did not constitute arecommendation, as to how any Front Yard stockholders should vote or act with respect to the Merger orany other matter. Deutsche Bank did not express any view or opinion as to the fairness, financial or otherwise, of the amount or nature of any compensation payable to or to be received by any of Front Yard’s officers, directors or employees, or any class of such persons, in connection with the Merger, whether relative to the Merger Consideration to be received by the stockholders of Front Yard or otherwise. Deutsche Bank’s opinion does not in any manner address the prices at which the common stock of Front Yard will trade at any time. The summary of Deutsche Bank’s opinion set forth in this proxy statement is qualified in its entirety by reference to the full text of Deutsche Bank’s opinion set forth asAnnex DC. Front Yard stockholders are urged to read Deutsche Bank’s opinion in its entirety.

In connection with Deutsche Bank’s role as financial advisor to the Board, and in arriving at its opinion, Deutsche Bank has, among other things, reviewed certain publicly available financial and other information concerning Front Yard and Amherstthe Equity Investors and certain internal analyses, financial forecasts and other information relating to Front Yard and Amherst prepared and furnished to Deutsche Bank by representativesthe management of Front Yard and approved for Deutsche Bank’s use by Front Yard. Deutsche Bank also held discussions with certain senior

For purposes of rendering its opinion, Deutsche Bank, with the knowledge and permission of the Board, has assumed that, in all respects material to its analysis:

Deutsche Bank is not a legal, regulatory, tax or accounting expert and has relied on the assessments made by Front Yard and its other advisors with respect to these issues.

Deutsche Bank’s Financial Analyses

The following is a summary of the material financial analyses contained in the presentation that was made by Deutsche Bank to the Board on February 17,November 20, 2020 and that were used by Deutsche Bank in connection with

and forecasted estimates based on widely used industry data and research providers and public filings made by the selected companies. Using such financial information, Deutsche Bank reviewed for each of these companies, among other things: (i) the ratio of price to core funds from operations (which we refer to as “Core FFO”) per share estimates for the fiscal year 20202021 and (ii) the ratio of price to adjusted funds from operations (which we refer to as “AFFO”) per share estimates for fiscal year 2020.2021. The companies reviewed and analysis indicated the following, with multiples based on FactSet median 2021E estimates:

According to Front Yard, Core FFO begins with funds from operations and is adjusted for share-based compensation, transaction-related expenses, acquisition and integration costs andnon-cash interest expense related to deferred debt issuance costs, amortization of loan discounts andmark-to-market adjustments on interest rate derivatives and othernon-comparablenon-operational and non-ordinary items, as applicable. AFFO begins with Core FFO and is adjusted for recurring capital expenditures that are necessary to help preserve the value of and maintain functionality of the Company’s homes, and leasing commissions paid. AFFO is generally accepted by the REIT industry to be a more accurate measure of residual cash flow. Deutsche Bank notes that while AFFO is a recognizable measure of operating performance and residual cash flow for REITs created by the REIT industry, measures of AFFO may not be directly in accordance with GAAP and therefore should not be considered an alternative to net earnings as an indication of operating performance, or to net cash flow from operating activities as determined by GAAP in the United States, as a measure of liquidity, and AFFO is not necessarily indicative of cash available to fund cash needs.

Core FFO Multiple Analyses

Based upon the results of the selected publicly traded company analysis, Deutsche Bank developed a range of multiples to apply to Front Yard’s projected 20202021 Core FFO per share values based on information provided by Front Yard management and FactSet Median consensus estimates and calculated an implied per share stock price using a range of multiples for the price to Core FFO per share ratio of 18x16x through 24x22x for Front Yard. The results of the analyses are summarized as follows:

Analysis of Selected Precedent Transactions

Deutsche Bank reviewed the financial terms, to the extent publicly available, of eleven selected residential REIT transactions since June 2013 that Deutsche Bank deemed, in its professional judgment and experience, as comparable to Front Yard in certain business and financial respects. The transactions reviewed were as follows:

Because the reasons for, and circumstances surrounding, including without limitation differing markets and other conditions, each of the precedent transactions analyzed were so diverse, and due to the inherent differences between the operations and financial conditions of Front Yard and the companies involved in the selected transactions, Deutsche Bank believes that a comparable transaction analysis is not simply mathematical. Rather, it involves complex considerations and qualitative judgments, reflected in Deutsche Bank’s opinion, concerning differences between the characteristics of these selected transactions and the Merger that could affect the value of the subject companies and businesses and Front Yard.

October 19, 2020. Deutsche Bank then discounted these implied future share prices together with $0.60 per share annual dividend expected to be paid to December 31, 2019the net present value of excess cash at Front Yard at each point in time using a discount rate of 12%12.5%, indicating Front Yard’s cost of equity. “Excess cash” for this purpose is defined as cash and cash equivalents less an operational cash buffer of $25 million (as per guidance from Front Yard management) less cash earmarked to fund future home acquisitions. The analysis resulted in a range of implied present values per share of Front Yard Shares of $11.37$9.17 to $18.35$16.09 per share.

Deutsche Bank noted that the present value analysis was presented merely for reference purposes only, and was not relied upon for valuation.

Trading Range Analysis

Deutsche Bank performed a trading range analysis with respect to the historical share prices of Front Yard Shares. Deutsche Bank noted that the low and high prices per share of Front Yard Shares during the52-week period ending on February 14,November 19, 2020 were $9.17$6.01 and $13.28.$13.69. As of February 14,November 19, 2020, the closing price per share of Front Yard Shares was $11.31,$13.39, compared to the Merger Consideration of $12.50$16.25 per share.

Deutsche Bank noted that the trading range analysis was presented merely for reference purposes only, and was not relied upon for valuation purposes.