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United States securities and exchange commission logo
July 14, 2023
Barry Sloane
Chief Executive Officer
NewtekOne, Inc.
4800 T Rex Avenue, Suite 120
Boca Raton, FL 33431
Re: NewtekOne, Inc.
Supplemental
Correspondence
Submitted July 6,
2023
File No. 333-269452
Dear Barry Sloane:
We have reviewed your supplemental correspondence and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Correspondence submitted on July 6, 2023
General
1. Your response does not
provide the staff with sufficient support for your conclusion that
you did not meet the
definition of an investment company under the Investment Company
Act (the Act )
subsequent to your withdrawal of the election to be regulated as a business
development company (a
BDC ). Please update your risk disclosure to indicate that the
staff may disagree with
your conclusions that (i) loans held by you and your subsidiaries
are not securities as
defined in the Act and that (ii) you did not meet the definition of an
investment company
under section 3 of the Act subsequent to your withdrawal of the
election to be
regulated as a BDC.
Alternatively, please
supplementally provide additional detail regarding what the
Barry Sloane
NewtekOne, Inc.
July 14, 2023
Page 2
receivables between NSBF, you, and your affiliates relate to. In
addition, please provide
your detailed legal analysis regarding why such obligations of related
parties to pay NSBF
should not be viewed as a note or evidence of indebtedness as referenced
in section
2(a)(36) of the Act, including why your description of these as
ordinary course
intercompany transactions affects your analysis under the Act. Please
cite to relevant
legal authority under the Act. In this regard, we note that the PWC
Viewpoint you have
cited describes the terminology that can be used for these intercompany
payables and
receivables; please describe its relevance to your conclusion that
amounts due from
related parties are not securities as defined in the Act.
Finally, to the extent that disclosure is updated to indicate that you
may be able to rely on
Rule 3a-2, please supplementally respond to comment 5 from our letter
dated June 2,
2023, including by providing complete analysis regarding when the
one-year period
commenced pursuant to Rule 3a-2(b). In this regard, we note that Rule
3a-2(b) could
operate to foreclose the possibility of your reliance on the rule
subsequent to your
withdrawal of the election to be regulated as a BDC, to the extent that,
for example, NSBF
owned on a date more than one year prior to the withdrawal of such
election investment securities having a value exceeding 40% of the
value of such
issuer s total assets (exclusive of Government securities and cash
items) on an
unconsolidated basis.
You may contact William Schroeder at (202) 551-3294 or Ben Phippen at
(202) 551-
3697 if you have questions regarding comments on the financial statements and
related matters.
Please contact Madeleine Mateo at (202) 551-3465 or Tonya K. Aldave at (202)
551- 3601 with
any other questions.
Sincerely,
FirstName LastNameBarry Sloane
Division of
Corporation Finance
Comapany NameNewtekOne, Inc.
Office of Finance
July 14, 2023 Page 2
cc: Jared Fishman, Esq.
FirstName LastName