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 25, 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.
Registrant previously reported that Redwood Trust, Inc. (“Redwood”), an affiliate of the Depositor, had informed the Securities Administrator, Paying Agent and Authenticating Agent, Citibank, N.A. (the “Securities Administrator”), in writing on January 23, 2019 and, subsequently, by written notice dated February 6, 2019 (the “Clean-up Call Exercise Notice”), of the intent of Redwood, or a Redwood affiliated entity, to exercise the Clean-up Call (the “Clean-up Call”) pursuant to Section 7.01(d) of the Amended and Restated Pooling and Servicing Agreement dated as of January 1, 2014 (the “A&R Pooling and Servicing Agreement”) by and among the Depositor, the Securities Administrator, the Trustee and the Master Servicer.
Pursuant to the A&R Pooling and Servicing Agreement, 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. In the Clean-up Call Exercise Notice, previously filed with the Securities and Exchange Commission as an exhibit to the Form 8-K dated February 6, 2019, Redwood expressed the intent for the exercise of the Clean-up Call to occur on or around the February 2019 Distribution Date and Redwood agreed to work with the parties to the transaction to comply with Article VII of the A&R Pooling and Servicing Agreement and effect a “qualified liquidation”.
On February 25, 2019 and pursuant to Section 7.03 of the A&R Pooling and Servicing Agreement, the Securities Administrator sent a written direction to the Trustee (the “Written Direction”) directing the Trustee to adopt a plan of liquidation. The Trustee did so adopt the Plan of Liquidation dated February 25, 2019 (the “Plan of Liquidation”). The Plan of Liquidation specifies, among other things, February 25, 2019 as the first day of the 90-day liquidation period. Also, the Plan of Liquidation states that on or within 89 days after February 25, 2019, the Trustee will sell the mortgage loans and other assets remaining in any REMIC to a designee of Redwood for cash at the Clean-up Call Price and that the Securities Administrator will distribute the cash proceeds of such purchase to the holders of the Certificates in accordance with the A&R Pooling and Servicing Agreement, thereby effecting the termination of the Trust Fund.
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the A&R Pooling and Servicing Agreement. A copy of each of the Written Direction of the Securities Administrator to the Trustee and the Plan of Liquidation are attached to this Form 8-K, respectively, as Exhibit 99.1 and Exhibit 99.2.
Item 9.01(d). Financial Statements and Exhibits.
| 99.1 | Written Direction of Securities Administrator to Trustee to Adopt Plan of Liquidation, dated February 25, 2019. | |
| 99.2 | Plan of Liquidation, dated February 25, 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 25, 2019
SEQUOIA RESIDENTIAL FUNDING, INC.
By: /s/ Garnet W. Kanouse
Garnet W. Kanouse
Authorized Officer
EXHIBIT INDEX
Exhibit Number
| 99.1 | Written Direction of Securities Administrator to Trustee to Adopt Plan of Liquidation, dated February 25, 2019. |
| 99.2 | Plan of Liquidation, dated February 25, 2019. |
Exhibit 99.1
SEQUOIA MORTGAGE TRUST 2012-1
Written Direction of Securities Administrator to Trustee to Adopt Plan of Liquidation
February 25, 2019
U.S. Bank National Association, as Trustee
Structured Finance
60 Livingston Avenue
EP-MN-WS3D
St. Paul, Minnesota 55107
Attention: Sequoia Mortgage Trust 2012-1
Reference is hereby 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 the 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 meaning ascribed to such term in the PSA.
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”) RRAC acquired all the right, title and interest of the Master Servicer in and to the Master Servicer’s right, pursuant to Section 7.01(d) of the PSA, 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”).
On or about January 23, 2019, RRAC delivered a notice to the Securities Administrator, pursuant to Section 7.01(d) of the PSA, informing the Securities Administrator that RRAC intends to exercise its right to a Clean-up Call and to terminate the Trust Fund on or around the February Distribution Date.
[Remainder of page intentionally left blank.]
Exhibit 99.1
In connection with the Clean-up Call and pursuant to Section 7.01(d) of the PSA, the Securities Administrator hereby directs the Trustee to adopt the plan of liquidation in the form attached hereto as Exhibit A and to sell all Mortgage Loans and all property acquired in respect of any Mortgage Loan to RRAC.
| CITIBANK, N.A., as Securities Administrator | |
| /s/ Karen Schluter | |
| Name: Karen Schluter | |
| Title: Vice President |
Exhibit 99.1
EXHIBIT A
SEQUOIA MORTGAGE TRUST 2012-1
PLAN OF LIQUIDATION
U.S. Bank National Association, as trustee (the “Trustee”) under that certain Amended and Restated Pooling and Servicing Agreement dated as of January 1, 2014 (the “Pooling and Servicing Agreement”), among Sequoia Residential Funding, Inc., as depositor, Citibank, N.A., as securities administrator, Wells Fargo Bank, N.A., as master servicer, and the Trustee, hereby adopts, pursuant to Section 7.03 of the Pooling and Servicing Agreement, a plan of liquidation for each real estate mortgage investment conduit (each, a “REMIC”) formed under the Pooling and Servicing Agreement. Trustee hereby specifies February 25, 2019, as the first day of the 90-day liquidation period. On or within 89 days after February 25, 2019, the Trustee shall sell the mortgage loans and other assets remaining in any REMIC for cash at the Clean-up Call Price and the Securities Administrator shall distribute the cash proceeds of such purchase to the holders of the Certificates in accordance with the Pooling and Servicing Agreement.
The Trustee will cause a copy of this Plan of Liquidation to be attached to the final income tax return of each REMIC formed under the Pooling and Servicing Agreement.
All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Pooling and Servicing Agreement.
Dated: February 25, 2019
| U.S. BANK NATIONAL ASSOCIATION, as Trustee | |||
| By: | |||
| Name: Tamara Schultz-Fugh | |||
| Title: Vice President | |||
Exhibit 99.2
SEQUOIA MORTGAGE TRUST 2012-1
PLAN OF LIQUIDATION
U.S. Bank National Association, as trustee (the “Trustee”) under that certain Amended and Restated Pooling and Servicing Agreement dated as of January 1, 2014 (the “Pooling and Servicing Agreement”), among Sequoia Residential Funding, Inc., as depositor, Citibank, N.A., as securities administrator, Wells Fargo Bank, N.A., as master servicer, and the Trustee, hereby adopts, pursuant to Section 7.03 of the Pooling and Servicing Agreement, a plan of liquidation for each real estate mortgage investment conduit (each, a “REMIC”) formed under the Pooling and Servicing Agreement. Trustee hereby specifies February 25, 2019, as the first day of the 90-day liquidation period. On or within 89 days after February 25, 2019, the Trustee shall sell the mortgage loans and other assets remaining in any REMIC for cash at the Clean-up Call Price and the Securities Administrator shall distribute the cash proceeds of such purchase to the holders of the Certificates in accordance with the Pooling and Servicing Agreement.
The Trustee will cause a copy of this Plan of Liquidation to be attached to the final income tax return of each REMIC formed under the Pooling and Servicing Agreement.
All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Pooling and Servicing Agreement.
Dated: February 25, 2019
| U.S. BANK NATIONAL ASSOCIATION, as Trustee | |
| /s/ Tamara Schultz-Fugh | |
| Name: Tamara Schultz-Fugh | |
| Title: Vice President |