Current Report Filing (8-k)
January 06 2023 - 04:16PM
Edgar (US Regulatory)
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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
January 6, 2023
Date of Report (date of Earliest Event Reported)
NEWTEK BUSINESS SERVICES CORP.
(Exact Name of Company as Specified in its Charter)
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Maryland |
814-01035
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46-3755188 |
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(State or Other Jurisdiction of Incorporation or
Organization) |
(Commission File No.) |
(I.R.S. Employer Identification No.) |
4800 T Rex Avenue, Suite 120, Boca Raton, Florida
33431
(Address of principal executive offices and zip code)
(212) 356-9500
(Company’s telephone number, including area code)
(Former name or former address, if changed from last
report)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Common Stock, par value $0.02 per share |
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NEWT |
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Nasdaq Global Market LLC |
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5.75% Notes due 2024 |
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NEWTL |
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Nasdaq Global Market LLC |
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5.50% Notes due 2026 |
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NEWTZ |
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Nasdaq Global Market LLC |
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):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ 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))
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
o
Item 2.01.
Completion
of Acquisition or Disposition of Assets.
On January 6, 2023, Newtek Business Services Corp. (the “Company”)
completed the previously announced acquisition of the National Bank
of New York City (“NBNYC” and the “Acquisition,” respectively), a
national bank regulated and supervised by the Office of the
Comptroller of the Currency, pursuant to which the Company acquired
from the NBNYC shareholders all of the issued and outstanding stock
of NBNYC for $20 million. (See Stock Purchase Agreement annexed as
Exhibit 10.1 to the Company’s Form 8-K filed with the U.S.
Securities and Exchange Commission (the “SEC”) on August 2, 2021.)
NBNYC has been renamed Newtek Bank, National Association (“Newtek
Bank, N.A.”) and has become a wholly owned subsidiary of the
Company. In connection with the completion of the Acquisition, the
Company has contributed to Newtek Bank, N.A. $31 million of cash
and two of the Company’s portfolio companies, Newtek Business
Lending, LLC (“NBL”) and Small Business Lending, LLC (“SBL”). The
Company has also filed with the SEC a Form N-54C, Notification of
Withdrawal of Election to be Subject to the Investment Company Act
of 1940, and has ceased to be a business development company as of
January 6, 2023. As a result of the Acquisition, the Company is now
a financial holding company subject to the regulation and
supervision of the Board of Governors of the Federal Reserve System
(the “Federal Reserve”) and the Federal Reserve Bank of Atlanta.
The Company will no longer qualify as a regulated investment
company for federal income tax purposes and will no longer qualify
for accounting treatment as an investment company. As a result, in
addition to Newtek Bank, N.A. and its consolidated subsidiaries,
NBL and SBL, the following Newtek portfolio companies and
subsidiaries will now be consolidated non-bank subsidiaries in the
Company’s financial statements: Newtek Small Business Finance, LLC;
Newtek Merchant Solutions, LLC; Mobil Money, LLC; CDS Business
Services, Inc. d/b/a Newtek Business Credit Solutions; PMTWorks
Payroll, LLC d/b/a Newtek Payroll and Benefits Solutions; Newtek
Insurance Agency, LLC; Titanium Asset Management LLC; Newtek
Business Services Holdco 6, Inc; Newtek Commercial Lending, Inc.;
Excel WebSolutions, LLC; Newtek Technology Solutions, Inc and POS
on Cloud, LLC, d/b/a Newtek Payment Systems. In addition, as a
result of commitments made to the Federal Reserve, the Company will
divest or otherwise terminate the activities conducted by Excel
WebSolutions, LLC and Newtek Technology Solutions, Inc., including
its subsidiary SIDCO, LLC d/b/a/ Cloud Nine Services, within two
years of becoming a financial holding company, subject to any
extension of the two-year period.
Item 9.01 Financial Statement and
Exhibits
Financial statements required by this item will be filed by
amendment to this Form 8-K no later than 71 calendar days after the
date hereof.
SIGNATURES
In accordance with the requirements of the Securities Exchange Act
of 1934, the registrant has caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
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NEWTEK BUSINESS SERVICES CORP. |
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Date: January 6, 2023 |
By: |
/S/ BARRY
SLOANE
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Barry Sloane |
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Chief Executive Officer, President and Chairman of the
Board |
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