UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
| Item 1.01 | Entry Into a Material Definitive Agreement. |
On September 3, 2019, Redwood Trust, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, Goldman Sachs & Co. LLC and Credit Suisse Securities (USA) LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), related to the public offering by the Company of 12,500,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”).
Under the terms of the Underwriting Agreement, the Underwriters had an option to purchase an additional 1,875,000 shares of the Company’s Common Stock (the “Option Shares”) from the Company, which they exercised in full on September 5, 2019.
The Shares and the Option Shares were delivered against payment therefor on September 6, 2019.
A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report.
| Item 8.01 | Other Events. |
In connection with the closing of the Company’s offering of shares of its Common Stock described in Item 1.01 of this Current Report, the Company is filing the opinion of its Maryland counsel, Venable LLP, regarding the legality of the shares of Common Stock issued in connection therewith. The opinion is filed as Exhibit 5.1 to this Current Report.
| Item 9.01 | Financial Statements and Exhibits. |
| (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: September 6, 2019 | REDWOOD TRUST, INC. | ||
| By: | /s/ Andrew P. Stone | ||
| Name: | Andrew P. Stone | ||
| Title: | Executive Vice President, General Counsel, and Secretary | ||