8-K
REDWOOD TRUST INC (RWT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of TheSecurities Exchange Act of 1934
Date of Report (Date of earliest eventreported): June 12, 2023
REDWOOD TRUST, INC.
(Exact name of registrant as specified in its charter)
| Maryland<br><br> <br>(State or other<br> jurisdiction <br><br> of incorporation) | 001-13759<br><br> <br>(Commission <br><br>File<br> Number) | 68-0329422<br><br> <br>(I.R.S. Employer<br> <br><br>Identification No.) |
|---|
OneBelvedere Place
Suite 300
Mill Valley**, California**
94941
(Address of principal executive offices and 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 (see General Instruction A.2. below):
| ¨ | 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 |
| 10%<br> Series A Fixed-Rate Reset Cumulative Redeemable Preferred Stock, par value $0.01 per share | RWT PRA | New York Stock Exchange |
| Item 7.01. | Regulation FD Disclosure. | |
| --- | --- |
On June 12, 2023, Redwood Trust, Inc. (the “Company”) issued a press release announcing a joint venture transaction to invest in business purpose bridge loans. A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K.
The information contained in this Item 7.01 and the attached Exhibit 99.1 is furnished to and not filed with the Securities and Exchange Commission, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit 99.1 | Press Release dated June 12, 2023 |
|---|---|
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: June 12, 2023 | REDWOOD TRUST, INC. | |
|---|---|---|
| By: | /s/ Brooke E. Carillo | |
| Name: Brooke E. Carillo | ||
| Title: Chief Financial Officer |
Exhibit 99.1
REDWOOD TRUST AND OAKTREE ANNOUNCE JOINT VENTURETO INVEST IN BUSINESS PURPOSE BRIDGE LOANS
Newly-Formed Investment Vehicle to Drive FurtherGrowth in CoreVest’s Top-Tier Bridge Lending Platform in Partnership with Leading Global Investment Manager
MILL VALLEY, CA –– RedwoodTrust, Inc. (NYSE: RWT; “Redwood” or the “Company”), a leader in expanding access to housing for homebuyersand renters, today announced the formal launch of a joint venture (“JV”) between Redwood and funds managed by Oaktree CapitalManagement, L.P. (“Oaktree”) to invest in business purpose bridge loans originated by CoreVest American Finance Lender (“CoreVest”),a division of Redwood.
Total equity commitment to the JV – funded80% by Oaktree and 20% by Redwood – has the potential to finance over $1 billion of newly-originated bridge loans, inclusive ofproceeds from secured financing. The vehicle has a three-year reinvestment period during which time principal repayments can be redeployed.
“We are pleased to be partnering with Oaktree, a premiere global investment manager, in a joint venture that will enhance our ability to provide solutions to a broad spectrum of real estate investors at an important point in the housing cycle,” said Dash Robinson, President of Redwood. “We continue to see immense opportunity for our bridge lending platform, particularly as other lenders reduce their footprint. The JV allows us to efficiently leverage our own investment capital and serve our customers in expanded ways.”
“We are thrilled to partner with Redwood and CoreVest in a win-win-win structure maintaining credit availability for residential borrowers, providing reliable capital to support originations growth, and enabling differentiated access to an attractive asset class for our investors,” said Dante Quazzo, Vice President in Oaktree’s Global Opportunities strategy. “We have long been impressed with the quality of CoreVest’s operations, underwriting, sponsor relationships, and distribution network. Housing affordability is top of mind for many Americans, and this partnership creates opportunity for Oaktree to invest alongside a top-tier business purpose lender while supporting new and improved housing stock.”
The JV is designed to purchase the various types of bridge loans that CoreVest originates, including multifamily bridge, build-for-rent and single-asset bridge loans, and may invest opportunistically in loans sourced from third parties. The JV intends to initially finance its portfolio with warehouse facilities that may subsequently be refinanced through securitizations or longer-term credit facilities, with the potential to enhance returns and create additional deployment capacity.
Mayer Brown LLP served as legal counsel to Redwood and Paul, Weiss, Rifkind, Wharton & Garrison LLP served as legal counsel to Oaktree in connection with the transaction.
Forward-LookingStatements
This press releasecontains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of1995, including statements related to the total equity commitment to the JV, the potential for the JV to finance over $1 billion of newly-originatedbridge loans, and intention to finance the JV’s portfolio with warehouse facilities and, potentially, securitizations or longer-termcredit facilities. Forward-looking statements involve numerous risks and uncertainties. Redwood's actual results may differ from Redwood'sbeliefs, expectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictionsof future events. Forward-looking statements are not historical in nature and can be identified by words such as “anticipate,” “estimate,” “will,” “should,” “expect,” “believe,” “intend,” “seek,” “plan” and similar expressions or their negative forms, or by references to strategy, plans, or intentions. These forward-lookingstatements are subject to risks and uncertainties, including, among other things, those described in our Annual Report on Form 10-K forthe year ended December 31, 2022 under the caption “Risk Factors”. Other risks, uncertainties, and factors that could causeactual results to differ materially from those projected may be described from time to time in reports we file with the Securities andExchange Commission, including reports on Forms 10-Q and 8-K. We undertake no obligation to update or revise any forward-looking statements,whether as a result of new information, future events, or otherwise.
About Redwood
Redwood Trust, Inc. (NYSE: RWT) is a specialty finance company focused on several distinct areas of housing credit. Our operating platforms occupy a unique position in the housing finance value chain, providing liquidity to growing segments of the U.S. housing market not well served by government programs. We deliver customized housing credit investments to a diverse mix of investors, through our best-in-class securitization platforms; whole-loan distribution activities; and our publicly traded shares. Our aggregation, origination and investment activities have evolved to incorporate a diverse mix of residential, business purpose and multifamily assets. Our goal is to provide attractive returns to shareholders through a stable and growing stream of earnings and dividends, capital appreciation, and a commitment to technological innovation that facilitates risk-minded scale. We operate our business in three segments: Residential Mortgage Banking, Business Purpose Mortgage Banking and Investment Portfolio. Additionally, through RWT Horizons™, our venture investing initiative, we invest in early-stage companies strategically aligned with our business across the lending, real estate, and financial technology sectors to drive innovations across our residential and business-purpose lending platforms. Since going public in 1994, we have managed our business through several cycles, built a track record of innovation, and established a best-in-class reputation for service and a common-sense approach to credit investing. Redwood Trust is internally managed and structured as a real estate investment trust ("REIT") for tax purposes. For more information about Redwood, please visit our website at www.redwoodtrust.com or connect with us on LinkedIn.
About CoreVest
CoreVest is the leading lender to residential real estate investors nationwide. CoreVest offers long-term loans for rental properties as well as short-term bridge loans for fix and flip, investment credit lines, and build for rent programs. With more than $20 billion in loans closed and nearly 150,000 units financed, CoreVest provides efficiency, scalability, and certainty of close. The company works directly with borrowers and brokers. For more information, visit corevestfinance.com.
About Oaktree
Oaktree is a leader among global investment managers specializing in alternative investments, with $172 billion in assets under management as of March 31, 2023. The firm emphasizes an opportunistic, value-oriented and risk-controlled approach to investments in credit, private equity, real assets and listed equities. The firm has over 1,100 employees and offices in 20 cities worldwide. For additional information, please visit Oaktree’s website at http://www.oaktreecapital.com/.
CONTACT
Kaitlyn Mauritz
SVP, Head of Investor Relations
Phone: 866-269-4976
Email: investorrelations@redwoodtrust.com