REDWOOD TRUST INC : Material Modification to Rights of Security Holders, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits (form 8-K)

Item 3.03 Material Modifications to Rights of Security Holders.

On January 13, 2023, Redwood Trust, Inc. (the "Company") filed with the State Department of Assessments and Taxation of Maryland Articles Supplementary, also referred to as the Articles Supplementary, to its charter, classifying and designating 2,990,000 of its authorized capital stock as shares of the 10.00% Series A Fixed-Rate Reset Cumulative Redeemable Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock").

As set forth in the Articles Supplementary, the Company will pay quarterly cumulative cash dividends on the Series A Preferred Stock based on the stated liquidation preference of $25.00 per share, in arrears, when authorized by the Company's board of directors and declared by the Company, on the 15th day of each April, July, October and January, beginning on April 15, 2023 (provided that if any dividend payment date is not a business day, then the dividend which would otherwise have been payable on that dividend payment date may be paid on the next succeeding business day) (i) from, and including, the date of original issuance to, but excluding, April 15, 2028, at a fixed rate equal to 10% (equivalent to $2.50 per annum per share of Series A Preferred Stock), and (ii) from and including April 15, 2028, during each reset period, at a rate per annum equal to the five-year U.S. Treasury Rate as of the most recent reset dividend determination date (as defined in the Articles Supplementary) plus a spread of 6.278% per annum.

The Series A Preferred Stock ranks, with respect to rights to the payment of dividends and the distribution of assets in the event of any liquidation, dissolution or winding up of the Company, (i) senior to all classes or series of the Company's common stock, $0.01 par value per share (the "Common Stock"), and to all other equity securities issued by the Company other than equity securities referred to in clauses (ii) and (iii) of this sentence; (ii) on a parity with all other equity securities issued by the Company with terms specifically providing that those equity securities rank on a parity with the Series A Preferred Stock with respect to rights to the payment of dividends and the distribution of assets upon any liquidation, dissolution or winding up of the Company; and (iii) junior to all equity securities issued by the Company with terms specifically providing that those equity securities rank senior to the Series A Preferred Stock with respect to rights to the payment of dividends and the distribution of assets upon any liquidation, dissolution or winding up of the Company.

If the Company is liquidated, dissolved or wound up, after satisfaction of liabilities to creditors and subject to the preferential rights of the holders of any class or series of stock of the Company that it may issue ranking senior to the Series A Preferred Stock with respect to the distribution of assets upon liquidation, dissolution or winding up, the holders of shares of Series A Preferred Stock will be entitled to be paid out of the assets the Company has legally available for distribution to its stockholders a liquidation preference of $25.00 per share, plus an amount equal to any accumulated and unpaid dividends to, but not including, the date of payment, before any distribution of assets is made to holders of Common Stock or any other class or series of stock of the Company that it may issue that ranks junior to the Series A Preferred Stock as to liquidation rights, none of which exist on the date hereof. The rights of the holders of shares of the Series A Preferred Stock to receive their liquidation preference will be subject to the proportionate rights of each other series or class of capital stock ranking on parity with the Series A Preferred Stock as to liquidation.

Generally, the Company may not redeem the Series A Preferred Stock prior to April 15, 2028, except in limited circumstances to preserve the Company's status as a real estate investment trust, and pursuant to the special optional redemption provision described below. On and after April 15, 2028, the Company may, at its option, upon not less than 30 nor more than 60 days' written notice, redeem the Series A Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus any accrued and unpaid dividends up to but excluding the redemption date. In addition, upon the occurrence of a "Change of Control" (as defined below), the Company may, at its option, upon not less than 30 nor more than 60 days' written notice, redeem the Series A Preferred Stock, in whole or in part, on or within 120 days after the first date on which such Change of Control occurred, by paying $25.00 per share, plus any accrued and unpaid dividends up to but excluding the redemption date. If, prior to the Change of Control Conversion Date (as defined below), the Company exercises any of its redemption rights relating to the Series A Preferred Stock (whether the optional redemption right or the special optional redemption right), the holders of Series A Preferred Stock will not have the conversion rights described below.

Upon the occurrence of a "Change of Control" (as defined below), each holder of Series A Preferred Stock will have the right (subject to the Company's election to redeem the Series A Preferred Stock in whole or in part, as described above, prior to the Change of Control Conversion Date (as defined below)) to convert some or all of the Series A Preferred Stock held by such holder on the Change of Control Conversion Date, which the Company refers to as the Change of Control Conversion Right, into a number of shares of Common Stock per share of Series A Preferred Stock equal to the lesser of:

· the quotient obtained by dividing (i) the sum of the $25.00 liquidation

   preference per share of Series A Preferred Stock plus the amount of any
   accumulated and unpaid dividends thereon to, but not including, the Change of
   Control Conversion Date (unless the Change of Control Conversion Date is after
   a record date for a Series A Preferred Stock dividend payment and prior to the
   corresponding dividend payment date for the Series A Preferred Stock, in which
   case no additional amount for such accrued and unpaid dividends will be
   included in this sum) by (ii) the Common Stock Price (as defined below); and

· 6.98324 per share of Series A Preferred Stock (the "Share Cap"), subject to

   certain adjustments;

subject, in each case, to provisions for the receipt of alternative consideration, as described in the Articles Supplementary.

The Share Cap is subject to pro rata adjustments for any share splits (including those effected pursuant to a distribution of Common Stock), subdivisions or combinations with respect to the Common Stock as described in the Articles Supplementary.

Upon such a conversion, the holders of the Series A Preferred Stock will be limited to a maximum number of shares of Common Stock equal to the Share Cap multiplied by the number of shares of Series A Preferred Stock converted. If the Common Stock Price is less than $3.58 (which is approximately 50% of the closing price per share of the Common Stock reported on the New York Stock Exchange, or . . .

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information about the Articles Supplementary set forth under Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

Item 8.01 Other Events.

On January 18, 2023, in connection with the underwriting agreement, dated January 10, 2023, among the Company and Morgan Stanley & Co. LLC, as representative of the several underwriters named therein, the Company issued 2,800,000 shares of Series A Preferred Stock, which includes 200,000 of Series A Preferred Stock purchased pursuant to the underwriters' option to purchase additional shares, for net proceeds of approximately $67,145,000 million after deducting the underwriting discount and other estimated expenses payable by the Company. The offering of the Series A Preferred Stock was made pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission on March 4, 2022 (Registration No. 333-263301), a base prospectus, dated March 4, 2022, included as part of the registration statement, and a prospectus supplement, dated January 10, 2023, filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended.

Attached as Exhibit 5.1 to this Current Report on Form 8-K is a copy of the opinion of Venable LLP regarding certain Maryland law issues, including the legality and validity of the securities being registered pursuant to the prospectus supplement.

Item 9.01 Financial Statements and Exhibits.

  (d) Exhibits.




    Exhibit No.   Description

      3.2           Articles Supplementary designating Redwood Trust, Inc.'s 10.00%
                  Series A Fixed-Rate Reset Cumulative Redeemable Preferred Stock
                  (incorporated by reference to Redwood Trust Inc.'s Form 8-A,
                  Exhibit 3.2, filed on January 13, 2023) (File No, 001-13759)

      4.1           Form of Specimen Certificate for Redwood Trust, Inc.'s 10.00%
                  Series A Fixed-Rate Reset Cumulative Redeemable Preferred Stock
                  (incorporated by reference to Redwood Trust Inc.'s Form 8-A,
                  Exhibit 4.1, filed on January 13, 2023) (File No, 001-13759)

      5.1           Opinion of Venable LLP.

      23.2          Consent of Venable LLP (included in Exhibit 5.1).

    104           Cover Page Interactive Data File (embedded within the inline XBRL
                  document)

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