SEC Comment Letter 0000000000-23-007023 to NewtekOne, Inc. (NEWT, NEWTG, NEWTI, NEWTZ) (CIK 0001587987) (NEWT)
NewtekOne, Inc. (NEWT, NEWTG, NEWTI, NEWTZ) (CIK 0001587987)
Date: June 30, 2023 · CIK: 0001587987 · Accession: 0000000000-23-007023
AI Filing Summary & Sentiment
File numbers found in text: 333-269452
Letter
United States securities and exchange commission logo June 30, 2023 Barry Sloane Chief Executive Officer NewtekOne, Inc. 4800 T Rex Avenue, Suite 120 Boca Raton, FL 33431 Re:NewtekOne, Inc. Supplemental Correspondence Submitted June 20, 2023 File No. 333-269452 Dear Barry Sloane: We have reviewed your filing 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 June 2, 2023 letter. Supplemental Correspondence submitted June 20, 2023 General 1.We note your conclusion on page 5 of your response that, as of March 31, 2023, investment securities represented 39.12% of NSBF’s assets. Please specifically describe (i) “the broker receivable,” (ii) amounts “due from related parties” (including whether such amounts are due from “majority-owned subsidiaries” as defined in the Investment Company Act of 1940 (the “Act”)), and (iii) cash items (including whether, and in what amounts, such items include certificates of deposit and other type of asset) on your balance sheet. In addition, please discuss your legal basis for your proposed treatment of these assets for purposes of section 3(a)(1)(C).
FirstName LastNameBarry Sloane Comapany NameNewtekOne, Inc. June 30, 2023 Page 2 FirstName LastName Barry Sloane NewtekOne, Inc. June 30, 2023 Page 2 2.Your discussion regarding the company’s status under section 3(a)(1)(A) of the Act appears to focus on whether the company is “holding itself out as an investment company..." Please confirm that you also believe that you are not engaged primarily in the business of investing in securities. In this regard, we note that a company would meet the definition of an investment company under section 3(a)(1)(A) if it “is or holds itself out….” See section 3(a)(1)(A) (emphasis added). 3.Please update your risk disclosure to describe the risk that the company may meet the definition of an investment company under sections 3(a)(1)(A) and 3(a)(1)(C) of the Act. Please specifically address (i) the Securitization Trusts’ reliance on Rule 3a-7 under the Act and (ii) your conclusion that the Company is not an investment company under section 3(a)(1)(A) or under section 3(a)(1)(C), together with a description of your bases for your belief. 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, Division of Corporation Finance Office of Finance cc: Jared Fishman, Esq.
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United States securities and exchange commission logo
June 30, 2023
Barry Sloane
Chief Executive Officer
NewtekOne, Inc.
4800 T Rex Avenue, Suite 120
Boca Raton, FL 33431
Re:NewtekOne, Inc.
Supplemental Correspondence
Submitted June 20, 2023
File No. 333-269452
Dear Barry Sloane:
We have reviewed your filing 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 June 2, 2023 letter.
Supplemental Correspondence submitted June 20, 2023
General
1.We note your conclusion on page 5 of your response that, as of March 31, 2023,
investment securities represented 39.12% of NSBF’s assets. Please specifically describe
(i) “the broker receivable,” (ii) amounts “due from related parties” (including whether
such amounts are due from “majority-owned subsidiaries” as defined in the Investment
Company Act of 1940 (the “Act”)), and (iii) cash items (including whether, and in what
amounts, such items include certificates of deposit and other type of asset) on your
balance sheet. In addition, please discuss your legal basis for your proposed treatment of
these assets for purposes of section 3(a)(1)(C).
FirstName LastNameBarry Sloane
Comapany NameNewtekOne, Inc.
June 30, 2023 Page 2
FirstName LastName
Barry Sloane
NewtekOne, Inc.
June 30, 2023
Page 2
2.Your discussion regarding the company’s status under section 3(a)(1)(A) of the Act
appears to focus on whether the company is “holding itself out as an investment
company..." Please confirm that you also believe that you are not engaged primarily in
the business of investing in securities. In this regard, we note that a company would meet
the definition of an investment company under section 3(a)(1)(A) if it “is or holds itself
out….” See section 3(a)(1)(A) (emphasis added).
3.Please update your risk disclosure to describe the risk that the company may meet the
definition of an investment company under sections 3(a)(1)(A) and 3(a)(1)(C) of the Act.
Please specifically address (i) the Securitization Trusts’ reliance on Rule 3a-7 under the
Act and (ii) your conclusion that the Company is not an investment company under
section 3(a)(1)(A) or under section 3(a)(1)(C), together with a description of your bases
for your belief.
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,
Division of Corporation Finance
Office of Finance
cc: Jared Fishman, Esq.