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 the 

Securities Exchange Act of 1934

February 6, 2019

Date of Report (Date of Earliest Event Reported)

SEQUOIA MORTGAGE TRUST 2012-1

(Issuing Entity of the Mortgage Pass-Through Certificates, Series 2012-1)

RWT Holdings, Inc.

(Sponsor)

RWT Holdings, Inc.

(Exact Name of Sponsor as Specified in Its Charter) 

SEQUOIA RESIDENTIAL FUNDING, INC.

(as Depositor with respect to the issuance of Sequoia Mortgage Trust 2012-1, Mortgage Pass-Through Certificates)

SEQUOIA RESIDENTIAL FUNDING, INC.

(Exact Name of Registrant/Depositor as Specified in Its Charter)

Delaware	333-159791-01	_35-2170972
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

One Belvedere Place, Suite 330

Mill Valley, CA 94941

(Address of Principal Executive Offices)

(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:

[ ] 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))

INFORMATION TO BE INCLUDED IN THE REPORT

Item 8.01. Other Events.

By notices on January 23, 2019 and February 6, 2019 (together, the “Clean-up Call Exercise Notice”), Redwood Residential Acquisition Corporation (“RRAC”), an affiliate of Redwood Trust, Inc. (“Redwood”), and each an affiliate of the Depositor, informed the Securities Administrator, Paying Agent, Certificate Registrar and Authenticating Agent, Citibank, N.A. (the “Securities Administrator”), of RRAC’s acquisition of the Clean-up Call Right from Wells Fargo Bank, N.A, in its capacity as the Master Servicer under Section 7.01 (the “Clean-up Call Right”) of the Amended and Restated Pooling and Servicing Agreement dated as of January 1, 2014 (the “PSA”) by and among the Depositor, the Securities Administrator, U.S. Bank, in its capacity as the Trustee and the Master Servicer, of the intent of Redwood, or a Redwood affiliated entity, to exercise the Clean-up Call Right pursuant to Section 7.01(d) of the PSA.

Pursuant to the PSA for Sequoia Mortgage Trust 2012-1, Redwood, or an affiliated entity, as holder of the Clean-up Call Right, may exercise the Clean-up Call, terminate the Trust Fund and purchase all of the Mortgage Loans and all property acquired in respect of any Mortgage Loan for the Clean-up Call Price, on any date on which the Aggregate Stated Principal Balance of the Trust Fund is less than ten percent (10%) of the Aggregate Stated Principal Balance as of the Cut-off Date. The Aggregate Stated Principal Balance of the Trust Fund is currently less than ten percent (10%) of the Aggregate Stated Principal Balance as of the Cut-off Date.

Redwood, or an affiliated entity, intends to exercise the Clean-up Call on or around the February 2019 Distribution Date. Capitalized terms used but not defined herein shall have the meanings as in the PSA. A copy of the February 6, 2019 Clean-up Call Exercise Notice is attached to this Form 8-K as Exhibit 99.1.

Item 9.01(d). Financial Statements and Exhibits.

99.1 Clean-up Call Exercise Notice, dated February 6, 2019.

SIGNATURE

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: February 6, 2019

SEQUOIA RESIDENTIAL FUNDING, INC.

By: /s/ Garnet W. Kanouse

Garnet W. Kanouse

Authorized Officer

EXHIBIT INDEX

Exhibit Number

99.1 Clean-up Call Exercise Notice, dated February 6, 2019.

EX-99.1

EXHIBIT 99.1

One Belvedere Place

Suite 300 Mill Valley, CA 94941 

Phone 303.749.0607
Fax 303.790.0806

February 6, 2019

Citibank, N.A.,

as Securities Administrator, Paying Agent and Authorizing Agent

388 Greenwich Street, 14^th Floor

New York, New York 10013

Attn: Citibank Agency & Trust – Sequoia Mortgage Trust 2012-1

Fax: (212) 816-5527

Re: SEMT 2012-1 – Clean-up Call Exercise Notice

Dear Sir or Madam,

Reference is made to that certain (a) Amended and Restated Pooling and Servicing Agreement, dated as of January 1, 2014 (the “PSA”), by and among Sequoia Residential Funding, Inc., as depositor (the “Depositor”), Wells Fargo Bank, National Association (“Wells Fargo”), as master servicer (in such capacity, the “Master Servicer”), U.S. Bank National Association, as trustee (the “Trustee”) and Citibank, N.A., as securities administrator (the “Securities Administrator”), which amended the original pooling and servicing agreement, dated as of January 1, 2012, by and among the Depositor, the Master Servicer, Wells Fargo as securities administrator, and the Trustee, relating to the Sequoia Mortgage Trust 2012-1 Mortgage Pass-Through Certificates, Series 2012-1 (the “Transaction”), and (b) that certain side letter agreement, dated as of March 21, 2012 (the “Side Letter Agreement”) from the Master Servicer, and acknowledged and agreed to by Redwood Residential Acquisition Corporation (“RRAC”) whereby Wells Fargo as Master Servicer agreed to exclusively offer to assign to RRAC any and all such Mortgage Loans available to be acquired pursuant to Wells Fargo’s exercise of its Clean-Up Call Right (as defined below). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the PSA.

Pursuant to Section 7.01(d) of the PSA, Wells Fargo, as Master Servicer, has the right to elect to terminate the Trust by purchasing all of the Mortgage Assets and all property acquired in respect of any Mortgage Assets in accordance with the applicable terms of such Section 7.01 and the other terms of the PSA (the “Clean-Up Call Right”). Pursuant to the Clean-up Call Right Purchase Agreement, dated as of January 29, 2019 (the “Purchase Agreement”), by and among the Master Servicer (in such capacity, the “Seller”) and RRAC (in such capacity, the “Purchaser”) the Purchaser acquired all the right, title and interest of the Seller in and to the Clean-up Call Right.

Please accept this as confirmation of our January 23, 2019 notice that Redwood Trust, Inc. or an affiliated entity (including, but not limited to, any subsidiary) (“RWT”), as holder of the Clean-up Call Right, intends to exercise the right to a Clean-up Call and termination of the “Trust Fund,” as defined in the PSA on or around the February Distribution Date (as defined in the PSA), pursuant to Section 7.01(d) of the PSA, for the above-referenced transaction.

Pursuant to Section 7.01(d), RWT hereby also agrees to work with the parties to the transaction in order to comply with Article VII and effect a “qualified liquidation.”

Please do not hesitate to call me at the number provided above with any questions or comments.

Thank you,

/s/ Garnet W. Kanouse

By: Garnet W. Kanouse

Its: Authorized Officer