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United States securities and exchange commission logo
May 4, 2023
Barry Sloane
Chief Executive Officer
NewtekOne, Inc.
4800 T Rex Avenue, Suite 120
Boca Raton, FL 33431
Re: NewtekOne, Inc.
Amendment No. 3 to
Registration Statement on Form S-3
Filed April 21,
2023
File No. 333-269452
Dear Barry Sloane:
We have reviewed your amended 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.
Unless we note
otherwise, our references to prior comments are to comments in our April
17, 2023 letter.
Amendment No. 3 to Registration Statement on Form S-3
General
1. Please clarify which
specific issuer(s) you believe are entitled to rely on Rule 3a-7 of the
Investment Company Act
of 1940 ( 1940 Act ). In addition, please clarify (i) whether
each such issuer issues
redeemable securities, (ii) whether each such issuer is engaged
only in the business of
purchasing or otherwise acquiring, and holding eligible assets
under Rule 3a-7 (and in
activities related or incidental thereto), (iii) whether each such
issuer has issued
securities as described in Rule 3a-7(a)(1) and, if so, in what amounts,
(iv) whether such
securities were sold to purchasers in accordance with Rule 3a-7(a)(2),
(v) whether such
issuers have acquired and disposed of assets in accordance with Rule 3a-
7(a)(3), (vi) whether
any such issuer has appointed a trustee that meets the requirements
Barry Sloane
NewtekOne, Inc.
May 4, 2023
Page 2
imposed by Rule 3a-7(a)(4)(i) and whether such a trustee will take the
actions necessary
to meet the requirements in Rule 3a-7(a)(4)(ii) and (iii).
2. To the extent that Newtek Bank or any of your other subsidiaries are
relying on Section
3(c)(3) of the 1940 Act as a bank as that term is defined in
Section 2(a)(5) of the 1940
Act, please clarify the basis for that determination.
3. For you and any of your subsidiaries not relying on Rule 3a-7 or Section
3(c)(3) of the
1940 Act:
Please provide a legal analysis of whether each such issuer meets the
definition of an
investment company under Section 3(a)(1)(C) of the 1940 Act.
Please include in
your analysis all relevant calculations under Section 3(a)(1)(C),
identifying each
constituent part of the numerator(s) and denominator(s). Please also
describe and
discuss: (i) your proposed treatment of the SBA unguaranteed
non-affiliate
investments and controlled investments for purposes of Section
3(a)(1)(C); and (ii)
any other substantive determinations and/or characterizations of
assets that are
material to your calculations. Please base your response on the value
of such issuer s
assets as of the end of the last preceding fiscal quarter.
Please provide a detailed legal analysis regarding whether such
issuers meet the
definition of an investment company under Section 3(a)(1)(A) of
the 1940 Act. In
your response, please address, in detail, each of the factors
outlined in Tonapah
Mining Company of Nevada, 26 SEC 426 (1947) and provide legal and
factual
support for your analysis of each such factor.
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 Aldave at 202-551-3601 with
any other
questions.
Sincerely,
FirstName LastNameBarry Sloane
Division of
Corporation Finance
Comapany NameNewtekOne, Inc.
Office of Finance
May 4, 2023 Page 2
cc: Jared Fishman, Esq.
FirstName LastName