According to the Complaint, Front Yard Residential Corporation is an industry leader in providing quality, affordable rental homes.
This action stems from a proposed transaction announced on February 18, 2020, pursuant to which Front Yard Residential Corporation will be acquired by affiliates of Amherst Single Family Residential Partners VI, LP.
On February 17, 2020, Front Yard’s Board of Directors caused the Company to enter into an agreement and plan of merger with BAF Holdings, LLC (“Parent”), a Delaware corporation, and BAF Sub, LLC (“Merger Sub,” and together with Parent, “BAF”). Pursuant to the terms of the Merger Agreement, Front Yard’s stockholders will receive $12.50 in cash for each share of Front Yard common stock they own.
On March 11, 2020, Defendants filed a proxy statement with the United States Securities and Exchange Commission in connection with the Proposed Transaction. The Complaint alleges that the Proxy Statement omits material information with respect to the Proposed Transaction, which renders the Proxy Statement false and misleading. Specifically, the Complaint alleges the Proxy Statement fails to disclose: (i) all line items used to calculate (a) Rental NOI, (b) Core FFO, (c) AFFO, and (d) free cash flows; (ii) Adjusted EBITDA and all underlying
line items; and (iii) a reconciliation of all non-GAAP to GAAP metrics.