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

Date of Report (Date of earliest event reported): November 17, 2014

____________________

REDWOOD TRUST, INC.

(Exact name of registrant as specified in its charter)

Maryland (State or other jurisdiction of incorporation)   001-13759 (Commission File Number)     68-0329422  (IRS Employer Identification Number)

One Belvedere Place
Suite 300
Mill Valley, California 94941
(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (415) 389-7373

____________________

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))

Item 7.01 Regulation FD Disclosure.

The board of directors of Redwood Trust, Inc. (“Redwood”) intends to announce Redwood’s dividend policy for 2015 on or about November 24, 2014.

The information contained in this Item 7.01 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 8.01 Other Events.

On November 17, 2014, Redwood issued a press release announcing that its indirect wholly-owned subsidiary, RWT Holdings, Inc., plans to offer, subject to market and other conditions, $200.0 million aggregate principal amount of its exchangeable senior notes due 2019 (the “Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. A copy of the press release is attached as Exhibit 99.1 and is incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits.

 (d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated November 17, 2014.

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: November 17, 2014	REDWOOD TRUST, INC.
	By: /s/ Andrew P. Stone
	Name: Andrew P. Stone
	Title: General Counsel and Secretary

EXHIBIT INDEX 

Exhibit No.	Description
99.1	Press Release dated November 17, 2014.

EX-99.1

FOR IMMEDIATE RELEASE
Redwood Trust, Inc.	CONTACT: Mike McMahon
RWT Holdings, Inc.	Managing Director
Monday, November 17, 2014	(415) 384-3805

REDWOOD TRUST, INC. ANNOUNCES OFFERING OF EXCHANGEABLE SENIOR NOTES DUE 2019

MILL VALLEY, CA – Monday, Nov. 17, 2014 – Redwood Trust, Inc. (“Redwood”) (NYSE: RWT) today announced that its indirect wholly-owned subsidiary, RWT Holdings, Inc. (“Holdings”), plans to offer, subject to market and other conditions, $200.0 million aggregate principal amount of its exchangeable senior notes due 2019 (the “Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The initial purchasers will have a 30-day option to purchase up to an additional $30.0 million aggregate principal amount of the Notes in connection with the offering solely to cover over-allotments, if any. The Notes will be senior unsecured obligations of Holdings and will be exchangeable for shares of Redwood common stock. Redwood will fully and unconditionally guarantee the Notes. The interest rate and offering price are to be determined by negotiations between Holdings, Redwood and the initial purchasers of the offering.

Redwood and Holdings intend to use the net proceeds from this offering to fund the business and investment activity of Redwood and its subsidiaries, which may include funding purchases of residential mortgage loans, funding the origination of commercial loans and acquiring mortgage-backed securities for their investment portfolio, as well as for other general corporate purposes.

The Notes, and any shares of Redwood common stock issuable upon exchange of the Notes, have not been and will not be registered under the Securities Act or any state securities law, and may not be offered or sold in the United States or to, or for the account or benefit of, any U.S. persons absent registration under the Securities Act, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This announcement does not constitute an offer to sell or a solicitation of an offer to buy any securities, including the Notes or any shares of Redwood common stock issuable upon exchange of the Notes, nor shall there be any offer, solicitation or sale of any securities, including any Notes or any shares of Redwood common stock issuable upon exchange of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful. This announcement is being issued pursuant to and in accordance with Rule 135c under the Securities Act. Any offer, if at all, will be made only by means of an offering memorandum.

Redwood is a publicly traded company structured as a real estate investment trust (“REIT”). Holdings is an indirect wholly-owned, taxable REIT subsidiary of Redwood.

CAUTIONARY STATEMENT: This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, such as statements related to the offering and the expected use of the net proceeds. Forward-looking statements involve numerous risks and uncertainties. Redwood’s and Holding’s actual results may differ materially from those projected, and Redwood and Holdings caution investors not to place undue reliance on the forward-looking statements contained in this release. 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 Redwood’s Annual Report on Form 10-K for the year ended December 31, 2013 and Redwood’s subsequent filings under the Securities Exchange Act of 1934, as amended. Redwood and Holdings undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.