8-K

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): July 5, 2022

REDWOOD TRUST, INC.

(Exact name of registrant as specified in its charter)

Maryland<br><br> <br>(State or other jurisdiction<br> <br><br>of incorporation)	001-13759<br><br> <br>(Commission<br><br> File Number)	68-0329422<br><br> <br>(I.R.S. Employer <br><br>Identification<br> No.)

One Belvedere 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)
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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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¨	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	Trading symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	RWT	New York Stock Exchange

Item 7.01. Regulation FD Disclosure.

On July 5, 2022, Redwood Trust, Inc. (the “Company”) issued a press release announcing the closing of its acquisition of Riverbend Funding, LLC. The acquisition was initially announced on April 28, 2022.

The information contained in 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

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(d) Exhibits

Exhibit 99.1	Press Release published July 5, 2022
Exhibit 104	Cover Page Interactive Data File (embedded within the<br>inline XBRL document)

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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:  July 5, 2022	REDWOOD TRUST, INC.
	By:	/s/ Brooke E. Carillo
		Name:  Brooke E. Carillo
		Title:   Chief Financial Officer

Exhibit 99.1

REDWOOD TRUST COMPLETESPREVIOUSLY ANNOUNCED ACQUISITION OF

RIVERBEND LENDING

ACQUISITION PROVIDESFURTHER SCALE TO COREVEST’S MARKET LEADING

POSITION IN BUSINESSPURPOSE LENDING

MILL VALLEY, CA –– RedwoodTrust, Inc. (NYSE: RWT; “Redwood” or the “Company”), a leader in expanding access to housing for homebuyers and renters, today announced that it has completed the previously announced acquisition of Riverbend Funding, LLC and its subsidiaries (“Riverbend”), a best-in-class private mortgage lender to residential transitional and commercial real estate investors, in an all cash transaction. The acquisition was initially announced on April 28, 2022.

The addition of Riverbend complements Redwood’s existing business purpose mortgage banking platform, CoreVest American Finance Lender, LLC (“CoreVest”), enhancing CoreVest’s suite of products, geographic and production footprint, and client base. In particular, the Riverbend platform adds single asset bridge origination and distribution to CoreVest’s existing product offering. The acquisition combines two companies that provide exceptional products and quality execution for partners. Riverbend employees and operations will be integrated into CoreVest. Emilian Halloran and Sean Robbins, co-Founders of Riverbend, will continue to lead the business following the closing as Managing Directors overseeing the single asset bridge product.

“We are excited to announce the close of this acquisition and formally welcome the Riverbend team,” said Christopher Abate, Chief Executive Officer of Redwood. “We have long believed in the high-quality opportunity that exists for Redwood in the business purpose lending market and this acquisition further emphasizes our deep commitment to growing and operating a best in class business purpose lending platform. As we described when we announced the acquisition of Riverbend, we also continue to believe, especially amidst this higher rate environment, that our investment portfolio and operating revenues will further benefit from Riverbend’s bridge product and fee-based revenues.”

Added Beth O’Brien, Chief Executive Officer of CoreVest, “We continue to be very enthusiastic about the opportunity for this platform within our existing CoreVest business. We look forward to continuing to deliver high quality execution to our new and existing clients and growing our market share with our broad product set.”

“As we enter this next stage of growth, we are excited to partner with the dedicated teams at Redwood and CoreVest,” said Emilian Halloran, Co-Founder of Riverbend. “The strong capital base, efficient operating platform, deep client network and extensive product set will allow us to scale our originations and financing efforts.”

JMP Securities, A Citizens Company, served as exclusive financial advisor to Redwood in connection with the transaction. Riverbend was advised by Piper Sandler. Mayer Brown LLP acted as legal advisor to Redwood.

About Redwood Trust

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, Twitter, or Facebook.

About CoreVest

CoreVest, a division of Redwood Trust, Inc., is the leading lender to residential real estate investors nationwide. It offers long-term loans for portfolios of rental properties as well as short-term bridge loans, investment credit lines and build for rent programs. With more than $16 billion in loans closed and over 100,000 units financed, CoreVest offers attractive rates, rapid timelines and closing certainty. The company works directly with borrowers and brokers. For more information, visit www.corevestfinance.com.

About Riverbend

Riverbend Lending is an innovative private money lender partner with a national footprint and local expertise. The firm is led by an executive team with over sixty years of experience in real estate investments. Our management team has a proven track record with a combined funded portfolio of over $1.5 billion in single and multi-family loans across the United States.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements related to Redwood’s expectations with respect to the closing of its acquisition of Riverbend, Riverbend’s integration into the Redwood and CoreVest businesses, and subsequent performance of the combined companies and lending markets in general. Forward-looking statements involve numerous risks and uncertainties. Our actual results may differ from our beliefs, expectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of 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-looking statements are subject to risks and uncertainties, including, among other things, those described in our Annual Report on Form 10-K for the year ended December 31, 2021 under the caption "Risk Factors." Other risks, uncertainties, and factors that could cause actual results to differ materially from those projected may be described from time to time in reports we file with the Securities and Exchange 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.

CONTACT

Redwood Investor Relations

Kaitlyn Mauritz

SVP, Head of Investor Relations

Phone: 866-269-4976

Email: investorrelations@redwoodtrust.com

Redwood Media

Sard Verbinnen & Co

Email: Redwood-SVC@sardverb.com

CoreVest Media

Tuan Pham

Phone: 949-344-7884

Tuan.Pham@cvest.com