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United States securities and exchange commission logo
February 23, 2023
Barry Sloane
Chief Executive Officer
NewtekOne, Inc.
4800 T Rex Avenue, Suite 120
Boca Raton, FL 33431
Re: NewtekOne, Inc.
Registration
Statement on Form S-3
Filed January 27,
2023
File No. 333-269452
Amended Form 8-K
Filed January 27,
2023
File No. 001-36742
Dear Barry Sloane:
We have reviewed your registration statement 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.
Registration Statement on Form S-3 filed January 27, 2023
Cover Page
1. Please update the cover
page of your registration statement to include the specific page
number on which your
risk factors section begins. Refer to Item 501(b)(5) of Regulation
S-K.
Barry Sloane
FirstName LastNameBarry Sloane
NewtekOne, Inc.
Comapany23,
February NameNewtekOne,
2023 Inc.
February
Page 2 23, 2023 Page 2
FirstName LastName
Prospectus Summary
Our Business, page 2
2. Please significantly revise this section to explain how the
acquisition of the National Bank
of New York City ("NBNYC") and your conversion from a business
development
company to a financial holding company has changed your business
operations and how
your business will operate going forward. In this regard, we note your
disclosure on page
6 that you intend to "centralize your Newtek lending ecosystem within
Newtek Bank." In
addition, disclose the following:
for each company or business line listed on pages 3 through 7,
explain what
percentage of your revenue is generated from this line of
business and how the
company generates revenue, detailing, for example, fees or
commissions charged;
explain in what business lines the bank will participate and how;
explain if the same management team will continue to oversee the
business or only
particular business lines; and
discuss material regulations now applicable to you as a financial
holding company.
3. We note your disclosure that you "no longer qualif[y] as a regulated
investment company
for federal income tax purposes and no longer qualif[y] for accounting
treatment as an
investment company." Please explain briefly the material consequences
of this change
and describe any related risks to investors.
Organizational Overview, page 3
4. We note the chart depicting your organizational structure following
the completion of the
recent bank acquisition. Please revise this section to show the state
of incorporation for
each entity. In addition, include the organizational chart depicting
your organizational
structure prior to the consummation of the acquisition.
Risk Factors, page 9
5. We note the risk factors disclosed in your Annual Report on Form 10-K
filed on March 1,
2022 and incorporated by reference regarding risks related to
converting to a financial
holding company discussed in the context of your anticipated
acquisition of NBNYC and
anticipated conversion. Given the fact that the acquisition has been
completed and you
appear to plan to change significantly how you operate as a result of
becoming a financial
holding company, please revise this section to include material risks
to investors as the
result of this new business structure. As an example only, we note
your disclosure on page
5 that the new "SBA 7(a) loan originations will be transitioned to
Newtek Bank, which
anticipates obtaining PLP status." Discuss the risks to investors if
you do not obtain the
PLP status and discuss anticipated timeframes of obtaining this
status. In addition, we note
your disclosure on page 10 that important assumptions include the
ability of Newtek Bank
to originate loans under the SBA 7(a) program, sell SBA guaranteed
portions of SBA 7(a)
loans at premiums and grow deposits, your ability to operate as a
financial holding
company and increased compliance and other costs associated with such
operations, as
Barry Sloane
NewtekOne, Inc.
February 23, 2023
Page 3
well as your subsidiaries ability to generate revenue and obtain and
maintain certain
margins and levels of profitability.
6. We note from the risk factors section in the Annual Report on Form
10-K filed on March
1, 2022 that your business is subject to cybersecurity risks. To the
extent cybersecurity
risks are material to your business, please include risk factor
disclosure related to the
nature of the board s role in overseeing your cybersecurity risk
management, the manner
in which the board administers this oversight function, and any effect
this has on the
board s leadership structure.
Use of Proceeds, page 12
7. We note your intention to use the net proceeds for general corporate
purposes, including
"financing acquisitions, redeeming or repurchasing [your] securities,
extending credit to,
or funding investments in, [your] subsidiaries and repaying, reducing
or refinancing
indebtedness."
If known, please disclose the approximate amount intended to be
used for each
purpose.
As it relates to potential acquisitions, identify the businesses
or nature of businesses
sought, the status of any negotiations, and a brief description
of the businesses. Refer
to Instruction 6 to Item 504 of Regulation S-K.
As it relates to discharging indebtedness, please provide
disclosure required by
Instruction 4 to Item 504 of Regulation S-K.
Description of Our Capital Stock
Classified Board of Directors, page 15
8. We note your disclosure that your board of directors will be divided
into three classes.
Please disclose what directors will serve in each class.
Incorporation of Certain Information by Reference, page 39
9. Please revise to make clear that you incorporate by reference all of
your Exchange
Act filings after the date of the initial registration statement and
prior to effectiveness.
Refer to Item 12(a)(2) of Form S-3 and, for guidance, Question 123.05
of the Securities
Act Forms Compliance and Disclosure Interpretations.
10. We note that you appear to be making the election to use forward
incorporation by
reference and must state in the prospectus contained in the registration
statement that all
documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 or
FirstName LastNameBarry Sloane
15(d) of the Exchange Act, prior to the termination of the offering
shall be deemed to be
Comapany NameNewtekOne,
incorporated Inc.into the prospectus. Please revise the
language in this section of
by reference
the23,
February registration
2023 Pagestatement
3 accordingly. Refer to Item 12(b) of Form
S-3.
FirstName LastName
Barry Sloane
FirstName LastNameBarry Sloane
NewtekOne, Inc.
Comapany23,
February NameNewtekOne,
2023 Inc.
February
Page 4 23, 2023 Page 4
FirstName LastName
Undertakings, page II-4
11. It does not appear that this is an initial distribution of securities.
Please advise why you
included the undertaking (5) on page II-4. Refer to Item 512(a)(6) of
Regulation S-K.
Signatures, page II-6
12. Please revise the language in the first paragraph of this section to
conform to the language
provided in Form S-3.
Amended Form 8-K filed on January 27, 2023
Exhibit 99.2
3. Adjustments to unaudited pro forma condensed combined financial information,
page 12
13. We note your disclosure in adjustment B that the Company has performed
a preliminary
valuation analysis of the fair market value of NBNYC s assets to be
acquired and
liabilities to be assumed. However, there are no fair value
adjustments included in the
NBNYC acquisition transaction accounting adjustments column of your
unaudited pro
forma condensed combined balance sheet. Please provide us with
additional details
describing your preliminary valuation analysis and tell us how you
determined that the
analysis was representative of fair market value of the assets
acquired and liabilities
assumed. Please specifically address your consideration of ASC
805-20-30-4 as it relates
to the acquired loans receivable.
General
14. Please refer to Rule 3-05 of Regulation S-X and tell us how you
considered the
requirement to provide unaudited financial statements for NBNYC for
the period ended
September 30, 2022.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Barry Sloane
NewtekOne, Inc.
February 23, 2023
Page 5
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
February 23, 2023 Page 5
cc: Jared Fishman, Esq.
FirstName LastName