Amended Current Report Filing (8-k/a)
December 26 2019 - 5:01PM
Edgar (US Regulatory)
0000930236
false
0000930236
2019-10-13
2019-10-14
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 2)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): October 14, 2019
REDWOOD TRUST, INC.
(Exact name of registrant as specified in
its charter)
Maryland
(State or other jurisdiction
of incorporation)
|
001-13759
(Commission File Number)
|
68-0329422
(IRS Employer Identification
Number)
|
One Belvedere Place
Suite 300
Mill Valley, California 94941
(Address of principal executive offices, including Zip Code)
(415) 389-7373
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|
¨
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
¨
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
¨
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
¨
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth
company ¨
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered pursuant to Section
12(b) of the Act:
Title of each class
|
Trading symbol(s)
|
Name of each exchange on which registered
|
Common Stock, par value $0.01 per share
|
RWT
|
New York Stock Exchange
|
Explanatory Note
Redwood
Trust, Inc. ("Redwood") is filing this Amendment No. 2 on Form 8-K/A (this "Second Amendment") to amend the Form 8-K filed
with the Securities and Exchange Commission on October 15, 2019 (the "Original Report") relating to the acquisition (the
"Acquisition") from CF CoreVest Parent I LLC, CF CoreVest Parent II LLC and CoreVest Management Partners LLC (collectively,
the "Sellers") of all of the Sellers' equity interests in CF CoreVest Holdings I LLC ("Holdings I"), CF CoreVest Holdings II
LLC ("Holdings II"), and several of its affiliates ("CoreVest"), including the promote interests in CF CoreVest UST Asset Investor I LLC and CF CoreVest UB Asset
Investor II LLC. On
October 22, 2019, Redwood filed Amendment No. 1 on Form 8-K/A (the "First Amendment") to amend the Original Report to include
Item 9.01(a) and (b) disclosure related to certain required financial statements. This Second Amendment is being filed to
update Item 9.01(a) and (b) disclosure related to certain required financial statements. No disclosure of the text in Item
1.01 (Entry into a Material Definitive Agreement), Item 2.01 (Completion of Acquisition or Disposition of Assets), Item 7.01
(Regulation FD Disclosure) or Item 9.01(d) (Financial Statements and Exhibits) of the Original Report was changed as a result
of the First Amendment or this Second Amendment except for the addition of the exhibits listed in Item 9.01(d) of this Second
Amendment.
Item 9.01
|
Financial Statements and Exhibits.
|
(a) Financial
Statements of Businesses Acquired.
The consolidated
financial statements (unaudited) of Holdings I for the nine months ended September 30, 2019 and 2018, and the
consolidated financial statements of Holdings I for the year ended December 31, 2018 are filed as Exhibit 99.1 and Exhibit
99.3, respectively, to this Second Amendment and are incorporated by reference herein.
The consolidated
financial statements (unaudited) of Holdings II for the nine months ended September 30, 2019 and 2018, and the
consolidated financial statements of Holdings II for the year ended December 31, 2018 are filed as Exhibit 99.2 and Exhibit
99.4, respectively, to this Second Amendment and are incorporated by reference herein.
(b) Pro Forma Financial Information.
This Second Amendment includes Redwood and
CoreVest unaudited pro forma condensed combined financial statements, including condensed combined balance sheets of Redwood and
CoreVest giving effect to the Acquisition as if it had been consummated on September 30, 2019. The unaudited pro forma condensed
combined statements of operations for the nine months ended September 30, 2019 and for the year ended December 31, 2018 present
the historical consolidated statements of operations of Redwood and CoreVest, giving effect to the Acquisition as if it had been
consummated on January 1, 2018, the beginning of the earliest period presented. This unaudited pro forma financial information
is filed as Exhibit 99.5 to this Second Amendment and is incorporated herein by reference.
This unaudited pro forma financial information
is not necessarily indicative of the expected financial position or results of Redwood’s operations for any future period.
Differences could result from numerous factors, including changes in market conditions or benchmark interest rates, changes in
Redwood’s capital structure, changes in Redwood’s portfolio of investments, changes in Redwood’s operating expenses,
exposure to new or increased risks as a result of the Acquisition, failure to effectively integrate operations, and for other reasons,
including those discussed in our Annual Report on Form 10-K for the year ended December 31, 2018 and in subsequent Quarterly Reports
on Form 10-Q.
(d) Exhibits.
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: December 26, 2019
|
REDWOOD TRUST, INC.
|
|
|
|
|
|
By:
|
/s/ Collin L. Cochrane
|
|
|
Name:
|
Collin L. Cochrane
|
|
|
Title:
|
Chief Financial Officer
|
Redwood (NYSE:RWT)
Historical Stock Chart
From Mar 2024 to Apr 2024
Redwood (NYSE:RWT)
Historical Stock Chart
From Apr 2023 to Apr 2024