UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT
TO SECTION 12(b) or (g) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Newtek
Business Services Corp.
(Exact
name of registrant as specified in its charter)
| Maryland |
|
46-3755188 |
(Jurisdiction
of Incorporation
or
Organization) |
|
(IRS
Employer
Identification
No.) |
1981
Marcus Avenue, Suite 130,
Lake
Success, NY |
|
11042 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Securities
to be registered pursuant to Section 12(b) of the Act:
Title
of each class to be so registered |
|
Name
of each exchange on which each class is to be registered |
| 5.75%
Notes due 2024 |
|
The
Nasdaq Stock Market LLC |
If
this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective
pursuant to General Instruction A.(c), check the following box. ☒
If
this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(d), check the following box. ☐
Securities
Act registration statement file number to which this form relates: 333-224976
Securities
to be registered pursuant to Section 12(g) of the Act: None
INFORMATION
REQUIRED IN REGISTRATION STATEMENT
| Item 1. |
Description of Registrant’s
Securities to be Registered |
This
Form 8-A is being filed in connection with Newtek Business Services Corp.’s, a Maryland corporation (the “Registrant”),
offering of its 5.75% Notes due 2024 (the “Notes”). The Notes are expected to be listed on the Nasdaq
Global Market and to trade thereon within 30 days of the original issue date under the trading symbol “NEWTL.” As
of July 29, 2019, the Registrant had sold and issued $55,000,000 in aggregate principal amount of the Notes and granted an overallotment
option of up to $8,250,000 in aggregate principal amount of the Notes.
The
description of the Notes is incorporated herein by reference to (i) the information set forth under the heading “Description
of Our Debt Securities” in the Registrant’s Prospectus included in Post-Effective Amendment No. 5 to its Registration
Statement on Form N-2 (Registration No. 333-224976) as filed with the Securities and Exchange Commission (the “SEC”)
on July 3, 2019 under the Securities Act of 1933, as amended (the “Securities Act”), and (ii) the information
under the headings “Specific Terms of the Notes and the Offering” and “Description of Notes” in the Registrant’s
Prospectus Supplement dated July 24, 2019, as filed with the SEC on July 25, 2019 pursuant to Rule 497 under the Securities
Act. The foregoing descriptions are incorporated herein by reference.
Pursuant
to the Instructions as to exhibits for registration statements on Form 8-A, the documents listed below are filed as exhibits to
this Registration Statement:
| Number |
|
Exhibit |
| |
|
| 3.1 |
|
Amended and Restated Articles of Incorporation of Newtek (Incorporated by reference to Exhibit A to Newtek’s Pre-Effective Amendment No. 3 to its Registration Statement on Form N-2, No. 333-191499, filed November 3, 2014). |
| |
|
|
| 3.2 |
|
Bylaws of Newtek
(Incorporated by reference to Exhibit 2 to Newtek’s Registration Statement on Form N-14, No. 333-195998, filed September
24, 2014). |
| |
|
| 4.1 |
|
Base Indenture,
dated as of September 23, 2015, between Newtek, as issuer, and U.S. Bank National Association, as trustee (Incorporated by
reference to Exhibit D.2 to Newtek’s Post-Effective Amendment No. 1 to the Registrant’s Registration Statement
on Form N-2, No. 333-204915, filed September 23, 2015). |
| |
|
|
| 4.2 |
|
First Supplemental
Indenture, relating to the 7.50% Notes due 2022, dated as of September 23, 2015, between Newtek, as issuer, and U.S. Bank
National Association, as trustee (Incorporated by reference to Exhibit D.3 to Newtek’s Post-Effective Amendment No.
1 to the Registrant’s Registration Statement on Form N-2, No. 333-204915, filed September 23, 2015). |
| |
|
|
| 4.3 |
|
Third
Supplemental Indenture, relating to the 6.25% Notes due 2023 dated as of February 21, 2018, between the Registrant, as issuer,
and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit d.8 to Post-Effective Amendment No. 7
to the Registrant’s Registration Statement on Form N-2 (Registration No. 333-212436), filed February 21, 2018). |
| |
|
| 4.4 |
|
Fourth Supplemental Indenture, relating to the 5.75% Notes due 2024, dated as of July 29, 2019, between the Registrant, as issuer, and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit d.8 to Post-Effective Amendment No. 7 to the Registrant’s Registration Statement on Form N-2 (Registration No. 333-224976), filed July 29, 2019). |
| |
|
|
| 4.5 |
|
Form of Global Note with respect to the 5.75% Note due 2024 (incorporated by reference to Exhibit 4.4 hereto, and Exhibit A therein). |
SIGNATURES
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
Date:
July 29, 2019
| |
NEWTEK BUSINESS SERVICES CORP. |
| |
|
|
| |
By: |
/s/
Barry Sloane |
| |
|
Barry Sloane |
| |
Title: |
Chief Executive
Officer, President and
Chairman of the Board |
EXHIBIT
INDEX
| Number |
|
Exhibit |
| |
|
| 3.1 |
|
Amended and Restated Articles of Incorporation of Newtek (Incorporated by reference to Exhibit A to Newtek’s Pre-Effective Amendment No. 3 to its Registration Statement on Form N-2, No. 333-191499, filed November 3, 2014). |
| |
|
|
| 3.2 |
|
Bylaws of Newtek
(Incorporated by reference to Exhibit 2 to Newtek’s Registration Statement on Form N-14, No. 333-195998, filed September
24, 2014). |
| |
|
| 4.1 |
|
Base Indenture,
dated as of September 23, 2015, between Newtek, as issuer, and U.S. Bank National Association, as trustee (Incorporated by
reference to Exhibit D.2 to Newtek’s Post-Effective Amendment No. 1 to the Registrant’s Registration Statement
on Form N-2, No. 333-204915, filed September 23, 2015). |
| |
|
|
| 4.2 |
|
First Supplemental
Indenture, relating to the 7.50% Notes due 2022, dated as of September 23, 2015, between Newtek, as issuer, and U.S. Bank
National Association, as trustee (Incorporated by reference to Exhibit D.3 to Newtek’s Post-Effective Amendment No.
1 to the Registrant’s Registration Statement on Form N-2, No. 333-204915, filed September 23, 2015). |
| |
|
|
| 4.3 |
|
Third
Supplemental Indenture, relating to the 6.25% Notes due 2023 dated as of February 21, 2018, between the Registrant, as issuer,
and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit d.8 to Post-Effective Amendment No. 7
to the Registrant’s Registration Statement on Form N-2 (Registration No. 333-212436), filed February 21, 2018). |
| |
|
| 4.4 |
|
Fourth Supplemental Indenture, relating to the 5.75% Notes due 2024, dated as of July 29, 2019, between the Registrant, as issuer, and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit d.8 to Post-Effective Amendment No. 7 to the Registrant’s Registration Statement on Form N-2 (Registration No. 333-224976), filed July 29, 2019). |
| |
|
|
| 4.5 |
|
Form of Global Note with respect to the 5.75% Note due 2024 (incorporated by reference to Exhibit 4.4 hereto, and Exhibit A therein). |
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