Unassociated Document
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 15,
2010
REDWOOD
TRUST, INC.
( Exact
name of registrant as specified in its charter)
Maryland
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001-13759
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68-0329422
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(State
or other
jurisdiction
of
incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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One
Belvedere Place
Suite 300
Mill
Valley, California 94941
(Address
of principal executive offices and Zip Code)
(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 (see General Instruction A.2. below):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
7.01.
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Regulation
FD Disclosure.
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On
November 15, 2010, Redwood Trust, Inc. (the “Company”) issued a press release
announcing that its Board of Directors has declared a dividend of $0.25 per
share of common stock for the fourth quarter of 2010, payable on January 21,
2011 to shareholders of record on December 31, 2010, and announcing its current
intentions with respect to Redwood Trust, Inc.’s quarterly dividend for common
shareholders for 2011. A copy of the press release is attached as Exhibit 99.1
to this current Report on Form 8-K.
The
information contained in this Item 7.01 and the attached Exhibit 99.1 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.
Redwood
Trust, Inc. today announced that its Board of Directors has declared a dividend
of $0.25 per share of common stock for the fourth quarter of 2010, payable on
January 21, 2011 to shareholders of record on December 31, 2010, and announcing
its current intentions with respect to Redwood Trust, Inc.’s quarterly dividend
for common shareholders for 2011. Redwood Trust, Inc. will not pay a special
dividend for 2010 for common shareholders.
Cautionary
Statement: This Current Report on Form 8-K contains forward-looking
statements within the meaning of the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements involve
numerous risks and uncertainties. Our actual results may differ from our
beliefs, expectations, estimates, and projections and, consequently, you should
not rely on these forward-looking statements as predictions of future events.
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 our Annual Report on Form 10-K for the year ended December 31,
2009, under the caption “Risk Factors.” Other risks, uncertainties, and factors
that could cause actual results to differ materially from those projected are
described below and may be described from time to time in reports we file with
the Securities and Exchange Commission (SEC), including reports on Forms 10-Q
and 8-K. We undertake no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events, or
otherwise.
Important
factors, among others, that may affect our actual results include: general
economic trends, the performance of the housing, mortgage, credit, and broader
financial markets, and their effects on the prices of earning assets and the
credit status of borrowers; federal and state legislative and regulatory
developments, and the actions of governmental authorities, including those
affecting the mortgage industry or our business; our exposure to credit risk and
the timing of credit losses within our portfolio; the concentration of the
credit risks we are exposed to, including due to the structure of assets we hold
and the geographical concentration of real estate underlying assets we own; our
exposure to adjustable-rate and negative amortization mortgage loans; the
efficacy and expense of our efforts to manage or hedge credit risk, interest
rate risk, and other financial and operational risks; changes in credit ratings
on assets we own and changes in the rating agencies’ credit rating
methodologies; changes in interest rates; changes in mortgage prepayment rates;
the availability of high-quality assets for purchase at attractive prices and
our ability to reinvest cash we hold; changes in the values of assets we own;
changes in liquidity in the market for real estate securities; our ability to
finance the acquisition of real estate-related assets with short-term debt; the
ability of counterparties to satisfy their obligations to us; our involvement in
securitization transactions and the risks we are exposed to in executing
securitization transactions; exposure to litigation arising from our involvement
in securitization transactions; whether we have sufficient liquid assets to meet
short-term needs; our ability to successfully compete and retain or attract key
personnel; our ability to adapt our business model and strategies to changing
circumstances; changes in our investment, financing, and hedging strategies and
new risks we may be exposed to if we expand our business activities; exposure to
environmental liabilities and the effects of global climate change; failure to
comply with applicable laws and regulations; our failure to maintain appropriate
internal controls over financial reporting and disclosure controls and
procedures; changes in accounting principles and tax rules; our ability to
maintain our status as a real estate investment trust (REIT) for tax purposes;
limitations imposed on our business due to our REIT status and our status as
exempt from registration under the Investment Company Act of 1940; decisions
about raising, managing, and distributing capital; and other factors not
presently identified.
Item
9.01.
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Financial
Statements and Exhibits.
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Exhibit
99.1
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Press
Release dated November 15, 2010
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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:
November 15, 2010
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REDWOOD
TRUST, INC.
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By:
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/s/ Andrew
P. Stone
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Name:
Andrew P. Stone
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Title:
General Counsel and Secretary
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Exhibit
No.
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Exhibit Title
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99.1
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Press
Release dated November 15,
2010
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