Current Report Filing (8-k)
March 06 2020 - 6:06AM
Edgar (US Regulatory)
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false
0000930236
2020-03-03
2020-03-04
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 4, 2020
REDWOOD TRUST, INC.
(Exact name of registrant as specified in
its charter)
Maryland
(State or other jurisdiction
of
incorporation)
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001-13759
(Commission File Number)
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68-0329422
(IRS Employer Identification
Number)
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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:
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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
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Trading symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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RWT
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New York Stock Exchange
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Item 1.01
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Entry Into a Material Definitive Agreement
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In connection with
the commencement by Redwood Trust, Inc. (the “Company”) of its “continuous equity offering,” pursuant to
which the Company may sell up to an aggregate of $150,000,000 of the Company’s common stock, par value $0.01 per share (the
“Shares”) from time to time in “at the market” offerings (the “Offering”), on November 14,
2018, the Company previously entered into a distribution agreement (as amended, the “Original Agreement”) by and between
the Company and Wells Fargo Securities, LLC, J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC, Goldman Sachs &
Co. LLC and JMP Securities LLC, as agents and/or principals, for the offer and sale of the Shares (together, the “Initial
Agents”).
On March 4, 2020,
the Company entered into an amendment (the “Second Amendment”) to the Original Agreement with the Initial Agents and
Nomura Securities International, Inc. to increase the aggregate amount of the Offering from $150,000,000 to $175,000,000 and to
permit Nomura Securities International, Inc. to join the program as an additional agent and/or principal.
Under the Original
Agreement, the Company has offered and sold $62,372,565.84 of the Company’s common stock through the date hereof.
On March 4, 2020,
the Company also filed a prospectus supplement, dated March 4, 2020 (the “Prospectus Supplement”), in connection with
the offer and sale of the Shares. The Shares will be issued pursuant to the Prospectus Supplement and the Company’s shelf
registration statement on Form S-3 (File No. 333-231338), which was filed with the SEC, and originally became effective on, May
9, 2019.
This Current Report
on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any security nor shall there be any sale
of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.
A copy of the Amendment
is filed as Exhibit 1.1 to this Current Report. The description of the Amendment does not purport to be complete and is qualified
in its entirety by reference to the Amendment filed as an exhibit to this Current Report and incorporated herein by reference.
The company is filing
the opinion of its Maryland counsel, Venable LLP, regarding the legality of the Shares that may be issued pursuant to the Amendment.
The opinion is filed as Exhibit 5.1 to this Current Report.
Item 9.01.
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Financial Statements and Exhibits.
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Exhibit No.
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Description
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1.1
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Amendment No. 2 to Distribution Agreement, dated March 4, 2020, by and among Redwood Trust, Inc., Wells Fargo Securities, LLC, J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, JMP Securities LLC and Nomura Securities International, Inc.
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5.1
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Opinion of Venable LLP.
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23.1
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Consent of Venable LLP (included in Exhibit 5.1).
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23.2
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Consent of Ernst & Young LLP
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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: March 6, 2020
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REDWOOD TRUST, INC.
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By:
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/s/ Andrew P. Stone
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Name: Andrew P. Stone
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Title: Executive Vice President, General Counsel, and Secretary
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