Free Writing Prospectus
Filed Pursuant to Rule 433
Dated January 24, 2013
Registration Statement No. 333-179292 and 333-179292-01
Free Writing Prospectus dated January 24, 2013
RWT Holdings, Inc.
Sponsor
Redwood Residential Acquisition Corporation
Seller
Sequoia Residential Funding, Inc.
Depositor
Sequoia Mortgage Trust 2013-2
Mortgage Pass-Through Certificates, Series 2013-2
$653,135,000
Wells Fargo Bank, N.A.
Master Servicer and Securities Administrator
The depositor has prepared a preliminary prospectus supplement dated January 23, 2013 and base prospectus dated September 13, 2012 which describe the mortgage pass-through certificates to be issued by the issuing entity. You should review the prospectus supplement and the base prospectus in their entirety before deciding to purchase any of the certificates.
Ratings
The depositor expects that the certificates issued by the issuing entity and offered pursuant to the prospectus supplement will receive the indicated ratings from the nationally recognized statistical rating organizations listed below:
Class | Fitch, Inc. | Kroll Bond Rating Agency, Inc. | Standard & Poor’s Ratings Group |
A | AAAsf | AAA(sf) | AAA(sf) |
A-IO1 | AAAsf | AAA(sf) | AAA(sf) |
A-IO2 | AAAsf | AAA(sf) | AAA(sf) |
B-1 | AAsf | NR | NR |
B-2 | Asf | NR | NR |
B-3 | BBBsf | NR | NR |
It is a condition to the issuance of the certificates that each class of certificates receive the ratings listed above.
In preparing for the offering, the sponsor engaged Fitch, Inc., Kroll Bond Rating Agency, Inc., Moody’s Investors Service, Inc. (“Moody’s”) and Standard and Poor’s Ratings Group to rate the offered certificates. Accordingly, the sponsor executed an engagement letter with each of these nationally recognized statistical rating organizations setting forth the terms on which they would provide such ratings.
With respect to Moody’s, the sponsor subsequently terminated its engagement letter because the sponsor disagreed with the preliminary assessment by Moody’s of the risks attributable to the mortgage loans. The preliminary assessment by Moody’s of the risks attributable to the mortgage loans contributed to a preliminary determination by Moody’s that the loss coverage level needed to support any offered certificates in the highest rating category would be approximately 7.50%. Prior to terminating the engagement of Moody’s, the sponsor did not receive preliminary credit enhancement levels with respect to the offered certificates.
RBS SECURITIES INC.
The depositor has filed a registration statement (including a prospectus supplement and base prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus supplement and base prospectus in that registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website atwww.sec.gov. Alternatively, the depositor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and base prospectus if you request it by calling toll-free 866-884-2071.
The registration statement to which this offering relates is Commission File Numbers 333-179292 and 333-179292-01. This free writing prospectus is not required to, and does not, contain all information that is required to be included in the base prospectus and the prospectus supplement for the securities offering to which this free writing prospectus relates. This free writing prospectus is not an offer to sell or a solicitation of an offer to buy these securities in any state where such offer, solicitation or sale is not permitted.