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Sequoia Mortgage Trust 2013-3

Filed: 27 Feb 13, 7:00pm

 

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) February 1, 2013

 

Commission File Number of issuing entity:
333-179292-08
 
SEQUOIA MORTGAGE TRUST 2013-3
(Exact name of issuing entity)
 
Commission File Number of depositor:
333-179292-01
 
SEQUOIA RESIDENTIAL FUNDING, INC.
(Exact name of depositor as specified in its charter)
 
RWT HOLDINGS, INC. (Sponsor)
(Exact name of sponsor/seller as specified in its charter)

 

DELAWARE None
(State or other jurisdiction (I.R.S. employer
of incorporation) identification no.)

 

One Belvedere Place, Suite 330, Mill Valley, CA 94941
(Address of principal executive offices) (Zip code)

 

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

 

N/A

 

(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(b) under the Exchange Act (17 CFR 240.14a-12(b))

 

¨ 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 8.01Other Events.

 

On March 1, 2013, Sequoia Residential Funding, Inc. (the “Depositor”) will cause the issuance and sale of the Sequoia Mortgage Trust 2013-3 Mortgage Pass-Through Certificates, Series 2013-3, Class A-1, Class A-2, Class A-3, Class A-IO1, Class A-IO2, Class A-IO3, Class B-1, Class B-2 and Class B-3 Certificates (the “Certificates”), in the approximate aggregate principal amount of $590,606,000, pursuant to a Pooling and Servicing Agreement, dated as of February 1, 2013, by and among the Depositor, Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee (in such capacity, the “Trustee”), and Wells Fargo Bank, N.A., as master servicer (the “Master Servicer”) and securities administrator (the “Securities Administrator”). The Certificates were sold by the Depositor to Credit Suisse Securities (USA) LLC, as underwriter, pursuant to the Underwriting Agreement dated February 25, 2013. The mortgage loans were sold to Redwood Residential Acquisition Corporation (the “Seller”) and/or are being serviced pursuant to

 

(i) a Flow Mortgage Loan Sale and Servicing Agreement, dated as of July 1, 2010, between the Seller and First Republic Bank,

 

(ii) a Flow Mortgage Loan Servicing Agreement (the “Cenlar Servicing Agreement”), dated as of November 3, 2011, between the Seller and Cenlar FSB,

 

(iii) a Flow Mortgage Loan Purchase and Sale Agreement, dated as of December 1, 2011, between the Seller and United Shore Financial Services, LLC,

 

(iv) a Flow Mortgage Loan Purchase and Sale Agreement, dated as of January 30, 2011, between the Seller and PrimeLending, a PlainsCapital Company,

 

(v) a Flow Mortgage Loan Purchase and Sale Agreement, dated as of August 1, 2011, between the Seller and Cole Taylor Bank,

 

(vi) a Flow Mortgage Loan Purchase and Sale Agreement, dated as of May 23, 2011, between the Seller and Flagstar Capital Markets Corporation,

 

(vii) a Flow Mortgage Loan Purchase and Sale Agreement, dated as of August 1, 2011, between the Seller and Fremont Bank, and

 

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(viii) various other Flow Mortgage Loan Purchase and Sale Agreements with various originators (collectively, with the agreements specified in clauses (i) and (iii) through (vii), the “Purchase Agreements”).

 

In connection with the offering of the Certificates, the Seller and the Depositor will enter into a Mortgage Loan Purchase and Sale Agreement, pursuant to which the Seller will convey to the Depositor all of its interest in the mortgage loans. The Seller will assign its rights under each Purchase Agreement and the Cenlar Servicing Agreement with respect to the related mortgage loans to the Depositor, and the Depositor will assign such rights to the Trustee for the benefit of the holders of the Certificates, in each case pursuant to an Assignment, Assumption and Recognition Agreement or an Assignment of Representations and Warranties, as applicable, to be dated as of March 1, 2013, among the Seller, the Depositor, the Trustee and the respective servicer or originator. Wells Fargo Bank, N.A. will maintain custody of the mortgage files relating to the mortgage loans on behalf of Sequoia Mortgage Trust 2013-3, pursuant to a Custodial Agreement, dated as of February 1, 2013, among Wells Fargo Bank, N.A., as custodian, the Depositor, the Master Servicer, the Seller and the Trustee.

 

Item 9.01Financial Statements and Exhibits.

 

(a)Not applicable

 

(b)Not applicable

 

(c)Not applicable.

 

(d)   Exhibits: The following final versions or final executed version of Exhibits to the Form S-3 Registration Statement of the Registrant are hereby filed:

 

Exhibit

Number

 

1.1       Final executed Underwriting Agreement, dated February 25, 2013, among Redwood Trust, Inc., Redwood Residential Acquisition Corporation, Sequoia Residential Funding, Inc. and Credit Suisse Securities (USA) LLC.

 

1.2       Final executed Engagement Agreement, dated January 25, 2013, among Redwood Trust, Inc., RWT Holdings, Inc. and Credit Suisse Securities (USA) LLC.

 

4.1       Pooling and Servicing Agreement, dated as of February 1, 2013, by and among Sequoia Residential Funding, Inc., as depositor, Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee and Wells Fargo Bank, N.A., as master servicer and securities administrator.

 

4.2       Mortgage Loan Purchase and Sale Agreement, dated as of March 1, 2013, between Redwood Residential Acquisition Corporation, as seller, and Sequoia Residential Funding, Inc., as depositor.

 

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10.1       Final executed Flow Mortgage Loan Sale and Servicing Agreement, dated as of July 1, 2010, between Redwood Residential Acquisition Corporation, as purchaser, and First Republic Bank, as seller and servicer.

 

10.2       Assignment, Assumption and Recognition Agreement, dated as of March 1, 2013, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor, Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and First Republic Bank, as seller and servicer.

 

10.3       Final executed Flow Mortgage Loan Servicing Agreement, dated as of November 3, 2011, by and between Redwood Residential Acquisition Corporation, as initial purchaser, and Cenlar FSB, as servicer.

 

10.4       Assignment, Assumption and Recognition Agreement, dated as of March 1, 2013, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor, Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and Cenlar FSB, as servicer.

 

10.5       Final executed Flow Mortgage Loan Purchase and Sale Agreement, dated as of December 1, 2011, between Redwood Residential Acquisition Corporation, as purchaser and United Shore Financial Services, LLC, as seller.

 

10.6       Assignment of Representations and Warranties Agreement, dated as of March 1, 2013, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor, Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and United Shore Financial Services, LLC, as seller.

 

10.7       Final executed Flow Mortgage Loan Purchase and Sale Agreement, dated as of January 30, 2011, between Redwood Residential Acquisition Corporation, as purchaser and PrimeLending, a PlainsCapital Company, as seller.

 

10.8       Assignment of Representations and Warranties Agreement, dated as of March 1, 2013, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor, Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and PrimeLending, a PlainsCapital Company, as seller.

 

10.9       Final executed Flow Mortgage Loan Purchase and Sale Agreement, dated as of August 1, 2011, between Redwood Residential Acquisition Corporation, as purchaser and Cole Taylor Bank, as seller.

 

10.10     Assignment of Representations and Warranties Agreement, dated as of March 1, 2013, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor, Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and Cole Taylor, as seller.

 

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10.11     Final executed Flow Mortgage Loan Purchase and Sale Agreement, dated as of May 23, 2011, between Redwood Residential Acquisition Corporation, as purchaser and Flagstar Capital Markets Corporation, as seller.

 

10.12     Assignment of Representations and Warranties Agreement, dated as of March 1, 2013, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor, Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and Flagstar Capital Markets Corporation, as seller.

 

10.13     Final executed Flow Mortgage Loan Purchase and Sale Agreement, dated as of August 1, 2011, between Redwood Residential Acquisition Corporation, as purchaser and Fremont Bank, as seller.

 

10.14     Assignment of Representations and Warranties Agreement, dated as of March 1, 2013, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor, Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and Fremont Bank, as seller.

 

10.15     Custodial Agreement, dated as of February 1, 2013, among Wells Fargo Bank, N.A., as custodian and master servicer, Redwood Residential Acquisition Corporation, as seller, Sequoia Residential Funding, Inc., as depositor, and Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee.

 

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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.

 

 SEQUOIA RESIDENTIAL FUNDING, INC.
   
 By:/s/ John Isbrandtsen
  Name: John Isbrandtsen
  Title: Authorized Officer

 

Dated: February 28, 2013

 

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Exhibit 1.1

 

Final executed Underwriting Agreement, dated February 25, 2013, among Redwood Trust, Inc., Redwood Residential Acquisition Corporation, Sequoia Residential Funding, Inc. and Credit Suisse Securities (USA) LLC.

 

Exhibit 1.2

 

Final executed Engagement Agreement, dated January 25, 2013, among Redwood Trust, Inc., RWT Holdings, Inc. and Credit Suisse Securities (USA) LLC.

 

Exhibit 4.1

 

Pooling and Servicing Agreement, dated as of February 1, 2013, by and among Sequoia Residential Funding, Inc., as depositor, Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee and Wells Fargo Bank, N.A., as master servicer and securities administrator.

 

Exhibit 4.2

 

Mortgage Loan Purchase and Sale Agreement, dated as of March 1, 2013, between Redwood Residential Acquisition Corporation, as seller, and Sequoia Residential Funding, Inc., as depositor.

 

Exhibit 10.1

 

Final executed Flow Mortgage Loan Sale and Servicing Agreement, dated as of July 1, 2010, between Redwood Residential Acquisition Corporation, as purchaser, and First Republic Bank, as seller and servicer.

 

Exhibit 10.2

 

Assignment, Assumption and Recognition Agreement, dated as of March 1, 2013, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor, Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and First Republic Bank, as seller and servicer.

 

Exhibit 10.3

 

Final executed Flow Mortgage Loan Servicing Agreement, dated as of November 3, 2011, by and between Redwood Residential Acquisition Corporation, as initial purchaser, and Cenlar FSB, as servicer.

 

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Exhibit 10.4

 

Assignment, Assumption and Recognition Agreement, dated as of March 1, 2013, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor, Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and Cenlar FSB, as servicer.

 

Exhibit 10.5

 

Final executed Flow Mortgage Loan Purchase and Sale Agreement, dated as of December 1, 2011, between Redwood Residential Acquisition Corporation, as purchaser, and United Shore Financial Services, LLC, as seller.

 

Exhibit 10.6

 

Assignment of Representations and Warranties Agreement, dated as of March 1, 2013, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor, Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and United Shore Financial Services, LLC, as seller.

 

Exhibit 10.7

 

Final executed Flow Mortgage Loan Purchase and Sale Agreement, dated as of January 30, 2011, between Redwood Residential Acquisition Corporation, as purchaser, and PrimeLending, a PlainsCapital Company, as seller.

 

Exhibit 10.8

 

Assignment of Representations and Warranties Agreement, dated as of March 1, 2013, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor, Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and PrimeLending, a PlainsCapital Company, as seller.

 

Exhibit 10.9

 

Final executed Flow Mortgage Loan Purchase and Sale Agreement, dated as of August 1, 2011, between Redwood Residential Acquisition Corporation, as purchaser, and Cole Taylor Bank, as seller.

 

Exhibit 10.10

 

Assignment of Representations and Warranties Agreement, dated as of March 1, 2013, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor, Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and Cole Taylor Bank, as seller.

 

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Exhibit 10.11

 

Final executed Flow Mortgage Loan Purchase and Sale Agreement, dated as of May 23, 2011, between Redwood Residential Acquisition Corporation, as purchaser, and Flagstar Capital Markets Corporation, as seller.

 

Exhibit 10.12

 

Assignment of Representations and Warranties Agreement, dated as of March 1, 2013, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor, Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and Flagstar Capital Markets Corporation, as seller.

 

Exhibit 10.13

 

Final executed Flow Mortgage Loan Purchase and Sale Agreement, dated as of August 1, 2011, between Redwood Residential Acquisition Corporation, as purchaser, and Fremont Bank, as seller.

 

Exhibit 10.14

 

Assignment of Representations and Warranties Agreement, dated as of March 1, 2013, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor, Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and Fremont Bank, as seller.

 

Exhibit 10.15

 

Custodial Agreement, dated as of February 1, 2013, among Wells Fargo Bank, N.A., as custodian and master servicer, Redwood Residential Acquisition Corporation, as seller, Sequoia Residential Funding, Inc., as depositor, and Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee.

 

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