REDWOOD TRUST INC: Other Events, Financial Statements and Exhibits (Form 8-K)

Item 8.01 Other Events.

Filing of shelf registration statement and prospectus supplements

At March 4, 2022, Redwood Trust, Inc. (the “Company”) filed with the Security and Exchange Commission (the “SEC”) a Storage Registration Statement (File No. 333-263301) (the “Registration Statement”), which became effective immediately upon filing.

At March 7, 2022the Company has also filed with the SECOND two prospectus supplements, each dated March 7, 2022, pursuant to Rule 424(b) of the Securities Act of 1933, as amended, relating to: (i) the company’s direct stock purchase and dividend reinvestment plan (the “Plan”), which is designed to provide existing shareholders of the Company and new investors interested in a method of purchasing common stock of the Company and investing all or a percentage of their cash dividends in additional common stock; and (ii) the offering and sale of up to $175,000,000 ordinary shares of the Company, par value $0.01 per share (the “Shares”) from time to time in “in-the-market” offerings (individually or collectively, as the context requires, the “ATM Offering”).

As part of the filing of the Prospectus Supplements, the Company is filing as Exhibits 5.1 and 5.2 herein the notices of its Maryland Advice, Venable LLP, regarding the legal validity of the securities listed under each respective prospectus supplement. In addition, in connection with the filing of the Prospectus Supplement relating to the Plan, the Company is filing as Exhibit 8.1 hereto an opinion of its counsel, Latham & Watkins LLPwith respect to certain tax matters.

Conclusion of a new distribution agreement

At March 4, 2022the Company has entered into a distribution agreement (the “Agreement”) with Wells Fargo Securities, LLC, JP Morgan Securities LLC,
Credit Suisse Securities (USA) LLC, JMP Securities LLC, Nomura Securities International, Inc. and Mischler Financial Group, Inc., as commercial agents of the Company (each, individually, an “Agent” and collectively, the “Agents”). Concurrent with entering into the Agreement, the Company and the Agents terminated the prior distribution agreement, dated November 14, 2018 (as amended or supplemented), by and between the Company and the Agents.

The ATM Offer will take place pursuant to the Agreement. The Company intends to use the net proceeds of the ATM Offering to finance its business and investment activities, which may include financing its residential and commercial banking activities, acquiring mortgage-backed securities for its investment portfolio, financing other long-term portfolio investments, financing acquisitions and strategic investments, and for general corporate purposes.

The Company may sell the Shares for amounts and at times determined by the Company from time to time, but has no obligation to sell any of the Shares under the ATM Offer. Actual sales will depend on various factors to be determined by the Company from time to time, including (among other things) market conditions, the trading price of the Company’s common stock, capital requirements and the Company’s determinations of sources. appropriate funding. for the company

Sales of Shares, if any, under the Agreement may be made (1) in “at-the-market” offerings (as defined in Rule 415 of the Securities Act of 1933, as amended) through ordinary broker transactions at market prices prevailing at the time of the sale, including sales made on the New York Stock Exchange, sales made to or through market makers and sales made through other securities exchanges or electronic communications networks and (2) in such privately negotiated transactions, which may include bulk transactions, as the Company and any Agent may agree. The ATM Offer will terminate on the earliest of the following dates: (1) the sale of Shares having an aggregate gross sale price of $175,000,000 pursuant to the Agreement or (2) termination of the Agreement by us or the parties hereto by mutual agreement. Any Agent may also terminate the Contract, but only with regard to him.

None of the Agents is obligated to sell a specific number or dollar amount of Shares, but each has agreed to use its commercially reasonable efforts to sell, on the terms and subject to the terms of the Agreement, Shares on the agreed terms by us and these Agents from time to time.

The Agreement contains customary representations, warranties and covenants of the Company and the Agents, the indemnification rights and obligations of the parties and termination provisions. A copy of the agreement is filed as Exhibit 1.1 to this current report. The description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement filed as an attachment to this current report and incorporated herein by reference.

This current report does not constitute an offer to sell or the solicitation of an offer to buy and there will be no sale of these securities in any state in which such offer, solicitation or sale would be unlawful.

Item 9.01 Financial statements and supporting documents.

  (d) Exhibits.

    Exhibit No.    Description
      1.1            Distribution Agreement by and among Wells Fargo Securities, LLC,
                   J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC,
                   JMP Securities LLC, Nomura Securities International, Inc. and
                   Mischler Financial Group, Inc., dated March 4, 2022
      5.1            Opinion of Venable LLP
      5.2            Opinion of Venable LLP
      8.1            Opinion of Latham & Watkins LLP
      23.1           Consent of Venable LLP (included in Exhibit 5.1)
      23.2           Consent of Venable LLP (included in Exhibit 5.2)
      23.3           Consent of Latham & Watkins LLP (included in Exhibit 8.1)
    104            Cover Page Interactive Data File (embedded within the inline XBRL

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