Redwood Trust Inc美股招股说明书(2025-08-22版)

$50,000,000 7.75% Convertible Senior Notes due 2027Interest payable June15 and December15Offering Price: Approximately 99.13%, including accrued interestfromJune15, 2025 to, but excluding, August 25, 2025 We are offering $50,000,000 aggregate principal amount of our 7.75% convertible senior notes due2027 (the “notes”) in a registered direct placement to one or more purchasers at a cash price of99.13194444% of the principal amount of the notes, including accrued and unpaid interest from, andincluding, June15, 2025 to, but excluding, August25, 2025. The notes we are offering will be issued asadditionalnotes under the indenture(the“indenture”)pursuant to which we previously issued$215,000,000 aggregate principal amount of our 7.75% convertible senior notes due 2027 in June2022,which we refer to as the “initial notes,” and $39,760,000 aggregate principal amount of our 7.75%convertible senior notes due 2027 in October2024, which we refer to as the “initial additional notes” and,together with the initial notes, the “existing notes.” In 2023 and 2024, we repurchased $7,590,000aggregate principal amount of the initial notes, and, as of the date of this prospectus supplement,$247,170,000 aggregate principal amount of the existing notes are outstanding. The notes will havesubstantially identical terms as the existing notes and will be treated as a single series of securities withthe existing notes under the indenture. Holders of the notes and the existing notes will vote as one classunder the indenture. We expect to issue the notes with the same unrestricted CUSIP number underwhich the initial notes currently trade. The initial additional notes currently trade under a Rule144ACUSIP number. The notes will bear interest at a rate of 7.75% per year, payable semi-annually in arrears on June15and December15 of each year, beginning on December15, 2025. The notes will mature on June15,2027, unless earlier repurchased, redeemed or converted. Holders may convert their notes at their option only in the following circumstances: (1)during anycalendar quarter commencing after the calendar quarter ending on September30, 2022, if the lastreported sale price per share of our common stock exceeds 110% of the conversion price for each of atleast 20 trading days during the 30 consecutive trading days ending on, and including, the last tradingday of the immediately preceding calendar quarter; (2)during the five consecutive business daysimmediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the“measurement period”) in which the trading price per $1,000 principal amount of notes for each tradingday of the measurement period was less than 98% of the product of the last reported sale price pershare of our common stock on such trading day and the conversion rate in effect immediately after thecloseof business on such trading day;(3)upon the occurrence of certain corporate events ordistributions on our common stock, as described in this prospectus supplement; (4)if we call such notesfor redemption; and (5)at any time from, and including, March15, 2027 until the close of business on thesecond scheduled trading day immediately before the maturity date. We will settle conversions by payingor delivering, as applicable, cash and, if applicable, shares of our common stock, based on theapplicable conversion rate(s). As of the date of this prospectus supplement, the conversion rate for thenotes is 95.6823 shares of our common stock per $1,000 principal amount of notes, equivalent to aconversion price of approximately $10.45 per share of our common stock. The conversion rate will besubject to adjustment in some events, but will not be adjusted for accrued interest. In addition, if a make-whole fundamental change (as defined herein) occurs prior to the maturity date, we will in some casesincrease the conversion rate for a holder that elects to convert its notes in connection with such make-whole fundamental change. If we undergo a fundamental change (as defined herein), holders may require us to repurchase thenotes in whole or in part for cash at a fundamental change repurchase price equal to 100% of the aggregate principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any, to,but excluding, the fundamental change repurchase date. We will have the right to redeem the notes, in whole or in part, at our option at any time, and fromtime to time, prior to their maturity to the extent, and only to the extent, necessary to preserve our statusas a real estate investment trust, or REIT, for U.S. federal income tax purposes, which we refer to as a“REIT preservation redemption.” In addition, subject to the partial redemption limitation described in thisprospectus supplement, we will have the right to redeem the notes (a “provisional redemption”), in wholeor in part, at our option at any time, and from time to time, on or after June16, 2025 and on or before the25th scheduled trading da