Redwood Trust Reports Material Definitive Agreement

TL;DR

RWT filed an 8-K on Jan 15, 2025, detailing new material definitive agreements and financial obligations.

AI Summary

On January 15, 2025, Redwood Trust, Inc. entered into a material definitive agreement related to its financial obligations. The company also reported on the creation of a direct financial obligation or an off-balance sheet arrangement. Specific details regarding the nature and financial impact of these events were filed with the SEC.

Why It Matters

This filing indicates new financial commitments or arrangements for Redwood Trust, which could impact its financial structure and future obligations.

Risk Assessment

Risk Level: medium — Material definitive agreements and new financial obligations can introduce new risks related to debt, interest rates, or counterparty performance.

Key Players & Entities

• Redwood Trust, Inc. (company) — Registrant
• January 15, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — registered Common Stock, par value $0.01 per share RWT New York Stock Exchange
• $90,000,000 — istered underwritten public offering of $90,000,000 aggregate principal amount of the Compa
• $13,500,000 — option to purchase up to an additional $13,500,000 aggregate principal amount of Notes, to
• $86.52 million — ny from the Offering were approximately $86.52 million (or approximately $99.59 million if the
• $99.59 million — mately $86.52 million (or approximately $99.59 million if the Underwriters exercise their over

Filing Documents

• tm253198d6_8k.htm (8-K) — 49KB
• tm253198d6_ex1-1.htm (EX-1.1) — 305KB
• tm253198d6_ex5-1.htm (EX-5.1) — 19KB
• tm253198d6_ex5-2.htm (EX-5.2) — 17KB
• tm253198d6_ex5-1img001.jpg (GRAPHIC) — 4KB
• tm253198d6_ex5-1img002.jpg (GRAPHIC) — 2KB
• tm253198d6_ex5-2img001.jpg (GRAPHIC) — 8KB
• tm253198d6_ex5-2img002.jpg (GRAPHIC) — 13KB
• 0001104659-25-004470.txt ( ) — 728KB
• rwt-20250115.xsd (EX-101.SCH) — 4KB
• rwt-20250115_def.xml (EX-101.DEF) — 27KB
• rwt-20250115_lab.xml (EX-101.LAB) — 38KB
• rwt-20250115_pre.xml (EX-101.PRE) — 26KB
• tm253198d6_8k_htm.xml (XML) — 7KB

01 Entry Into a Material Definitive Agreement

Item 1.01 Entry Into a Material Definitive Agreement. Completion of Public Offering of Senior Notes On January 17, 2025, Redwood Trust, Inc. (the "Company") completed its registered underwritten public offering of $90,000,000 aggregate principal amount of the Company's 9.125% Senior Notes due 2030 (the "Notes") pursuant to an underwriting agreement (the "Underwriting Agreement") with Morgan Stanley & Co. LLC ("Morgan Stanley"), Goldman Sachs & Co. LLC ("Goldman"), RBC Capital Markets, LLC ("RBC"), Wells Fargo Securities, LLC ("Wells Fargo"), Keefe, Bruyette & Woods, Inc. ("KBW") and Piper Sandler & Co. ("Piper Sandler"), as representatives of the several underwriters named therein (the "Offering"). In connection with the Offering, the Company granted the Underwriters (as defined below) a 30-day option to purchase up to an additional $13,500,000 aggregate principal amount of Notes, to cover solely over-allotments, if any. The Notes have been registered pursuant to the Registration Statement on Form S-3 (Registration Statement No. 333-263301) (the "Registration Statement") filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), including the prospectus supplement filed by the Company with the Commission pursuant to Rule 424(b) under the Act dated January 15, 2025 (the "Prospectus Supplement") to the prospectus contained in the Registration Statement dated March 4, 2022. The resulting aggregate net proceeds to the Company from the Offering were approximately $86.52 million (or approximately $99.59 million if the Underwriters exercise their over-allotment option in full), after deducting underwriting discounts and estimated expenses. The Company intends to use the net proceeds from the Offering for general corporate purposes, which may include (i) funding of the Company's business and investment activity, which may include funding the Company's residential and business purpose lending mortgage

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. The information required by this Item 2.03 relating to the Notes and the Indenture is contained in Item 1.01 above and is incorporated herein by reference.

01

Item 8.01 Other Events. On January 15, 2025, the Company entered into the Underwriting Agreement with Morgan Stanley, Goldman, RBC, Wells Fargo, KBW and Piper Sandler, as representatives of the several underwriters named therein (collectively, the "Underwriters"). Subject to the terms and conditions of the Underwriting Agreement, the Company agreed to sell to the Underwriters, and the Underwriters agreed to purchase from the Company, $90,000,000 aggregate principal amount of the Notes. In connection with the Offering, the Company granted the Underwriters a 30-day option to purchase up to an additional $13,500,000 aggregate principal amount of Notes, to cover solely over-allotments. Pursuant to the terms of the Underwriting Agreement, the parties have agreed to indemnify each other against certain liabilities, including liabilities under the Act. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report. Attached as Exhibit 5.1 to this Current Report is a copy of the opinion of Latham & Watkins LLP relating to the validity of the Notes sold in the Offering. Attached as Exhibit 5.2 to this Current Report is a copy of the opinion of Venable LLP regarding certain Maryland law issues.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement by and among Redwood Trust, Inc., Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC, RBC Capital Markets, LLC, Wells Fargo Securities, LLC, Keefe, Bruyette & Woods, Inc. and Piper Sandler & Co., dated January 15, 2025. 4.1 Indenture, dated March 6, 2013, between Redwood Trust, Inc. and Wilmington Trust, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K/A, filed March 6, 2013). 4.2 Sixth Supplemental Indenture, dated January 17, 2025, between Redwood Trust, Inc. and Wilmington Trust, National Association, as Trustee (incorporated by reference to Exhibit 4.6 to the Company's Registration Statement on Form 8-A, filed January 17, 2025). 4.3 Form of certificate representing the 9.125% Senior Note due 2030 (included as Exhibit A to the Sixth Supplemental Indenture, incorporated by reference to Exhibit 4.7 to the Company's Registration Statement on Form 8-A, dated January 17, 2025). 5.1 Opinion of Latham & Watkins LLP. 5.2 Opinion of Venable LLP. 23.1 Consent of Latham & Watkins LLP (included in Exhibit 5.1). 23.2 Consent of Venable LLP (included in Exhibit 5.2). 104 Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: January 17, 2025 REDWOOD TRUST, INC. By: /s/ Brooke E. Carillo Name: Brooke E. Carillo Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR