Item 2.03. Creation of a Direct Financial Obligation.

On November 28, 2012, Redwood Trust, Inc. and certain of its subsidiaries (collectively, the "Company") completed a $171,746,000 term debt securitization. The notes offered in the debt securitization (the "Notes") were issued by RCMC 2012-CREL1, LLC (the "Issuer"), a newly formed subsidiary of Redwood Trust, Inc. organized under the laws of the State of Delaware for the sole purpose of acquiring from the Company the collateral interests that back the Notes, issuing the Notes, and entering into certain related agreements and engaging in certain related transactions. The Notes are backed by a portfolio of collateral interests comprised of commercial real estate subordinate debt, mezzanine debt, and preferred equity interests. The Company retained all of the equity interests in the Issuer.

The sale of the Notes was executed through a private placement of approximately $171,746,000 of Notes which bear interest at a fixed rate of 5.62346%. The Notes are scheduled to mature in December 2018. The Notes were issued pursuant to, and are governed by, an Indenture, dated as of November 28, 2012, among RCMC 2012 CREL1, LLC, as Issuer, KeyCorp Real Estate Capital Markets, Inc., as Advancing Agent, and Wells Fargo Bank, National Association, as Trustee, Paying Agent, Transfer Agent, Custodian, Backup Advancing Agent and Notes Registrar (the "Indenture"). The Indenture includes covenants, representations and warranties from the Issuer and events of default, including covenants relating to maintaining the existence of the Issuer, maintaining the collateral interest in the collateral for the benefit of the holders of the Notes, not taking actions to change the nature of the Issuer from being a special purpose entity related to the issuance of the Notes (including covenants related to the special purpose Issuer's business activities, the special purpose Issuer's permitted subsidiaries, and mergers and business combinations involving the special purpose Issuer), providing certain information to the Indenture trustee, and making certain filings. A copy of the Indenture, together with the Schedules and Exhibits thereto, is filed as Exhibit 10.1 hereto. The Notes are limited recourse obligations of the Issuer, with recourse generally limited to the collateral interests the Notes are backed by, as set forth in the Indenture. There is no recourse for the payment of any amount owing in respect of the Notes against any officer, director, employee, shareholder, limited partner or incorporator of the Issuer or any of its successors or assigns for any amounts payable under the Notes.

The Notes have not been, and will not be, registered under the Securities Act of 1933, as amended, or any state "blue sky" laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from registration.

The description of the Notes and the Indenture contained in this Current Report on Form 8-K do not purport to be complete. The Indenture, including the form of Notes, is filed as Exhibit 10.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits
10.1 Indenture, dated as of November 28, 2012, among RCMC 2012 CREL1, LLC, as Issuer, KeyCorp Real Estate Capital Markets, Inc., as Advancing Agent, and Wells Fargo Bank, National Association, as Trustee, Paying Agent, Transfer Agent, Custodian, Backup Advancing Agent and Notes Registrar