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VIA EDGAR                                        May 18, 2023

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

Attention: Madeleine Mateo and Tonya Aldave

100 F Street, N.E.

Washington, D.C. 20549

Re:    NewtekOne, Inc.

    Amendment No. 3 to Registration Statement on Form S-3

    Filed: April 21, 2023

    File No. 333-269452

Ladies and Gentlemen:

On behalf of NewtekOne, Inc. (the “Company”), set forth below are the Company’s responses to the written comments provided by the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “SEC”) regarding Amendment No. 3 to the Company’s Registration Statement on Form S-3, filed April 21, 2023 (“Amendment No. 3”). The Staff’s comments are set forth below in bold italics and are followed by the Company’s responses.

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 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).

Response: The Company respectfully informs the Staff that the entities that have historically engaged in securitization activities are Newtek Small Business Finance, LLC (“NSBF”) and Newtek Conventional Lending, LLC (“NCL JV”). As stated in Amendment No. 3, following the Company’s acquisition of Newtek Bank, National Association (“Newtek Bank”) and conversion from a business development company (“BDC”) to a financial holding company (the “Conversion”), the Company will transition NSBF’s origination of loans under the U.S. Small Business Administration (“SBA”) loan1 program and securitization activities to Newtek Bank. Additionally, NCL JV is a nonconsolidated joint venture between the Company’s consolidated subsidiary Newtek Commercial Lending, Inc. (“NCL”) and an unrelated third party. NCL owns 50% of NCL JV and does not “control” that entity as defined by the 1940 Act. NCL JV has previously engaged in one securitization transaction.2

The Company confirms that:

1.Neither NSBF nor NCL JV issues redeemable securities;

2.Each of NSBF and NCL JV 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);

1 See 13 C.F.R. 120.1 (The SBA provides financial assistance to small businesses under its general business loan programs (“7(a) loans”) authorized by section 7(a) of the Small Business Act (“the Act”), 15 U.S.C. 636(a), its microloan demonstration loan program authorized by section 7(m) of the Act, 15 U.S.C. 636(m), and its development company program (“504 loans”) authorized by Title V of the Small Business Investment Act, 15 U.S.C. 695 to 697).

2 As set forth in Amendment No. 3, NCL JV ceased funding new loans during 2020 and as a result, is not anticipated to engage in future securitization activities.

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3.Each of NSBF and NCL JV has issued securities described in Rule 3a-7(a)(1). As stated in the Amendment No. 3, NSBF accumulates and securitizes the unguaranteed portions of SBA 7(a) loans, and NCL did the same for non-conforming conventional commercial loans.

4.Each of the securities sold in the securitizations undertaken by NSBF and NCL JV complied with the requirements of Rule 3a-7(a)(2). As previously discussed in correspondence with the Staff, each of the securitizations undertaken by NSBF and NCL JV have been rated by unaffiliated nationally recognized statistical rating organizations in one of the four highest categories assigned long-term debt or in an equivalent short-term category;3

5.Acquisitions and dispositions of additional eligible assets by NSBF and NCL JV have been undertaken in accordance with Rule 3a-7(a)(3) in all cases; and

6.Each of NSBF and NCL JV has appointed trustees that meet the requirements imposed by Rule 3a-7(a)(4)(i), and such trustees will take the actions necessary to meet the requirements in Rule 3a-7(a)(4)(ii) and (iii).

The Company notes that its correspondence has focused on the exemption available under Rule 3a-74 because the Staff specifically asked how the Company’s securitization activities comply with the 1940 Act. The Company notes, however, that it does not exclusively rely on Rule 3a-7 to exclude either NSBF or NCL JV from the definition of an investment company under the 1940 Act.

As discussed in further detail below, the Company does not believe that the guaranteed and unguaranteed non-affiliate loans held by NSBF constitute “securities,” for purposes of determining whether NSBF satisfies the definition of an investment company under the 1940 Act. See Response 3, below.

Additionally, the Company believes that NCL JV would qualify for the exclusions provided under Sections 3(c)(1) and 3(c)(7). Section 3(c)(1)  excludes from the definition of an investment company “[a]ny issuer whose outstanding securities . . . are beneficially owned by not more than one hundred persons . . . and which is not making and does not presently propose to make a public offering of its securities.” Further, Section 3(c)(7)  excludes from the definition of an investment company “[a]ny issuer, the outstanding securities of which are owned exclusively by persons who, at the time of acquisition of such securities, are qualified purchasers, and which is not making and does not at that time propose to make a public offering of such securities.”

NCL JV qualifies for the exclusions provided under Sections 3(c)(1) and 3(c)(7) because (1) it is owned by only two unrelated parties (i.e., it has fewer than one hundred security holders), (2) at the time of acquisition, it was held exclusively by “qualified purchasers” as defined under Section 2(a)(51)(A), and (3) it does not make nor does it presently propose to make any public offering of its securities.

Further, as discussed below, NSBF’s securitization activities are being wound down, and, in the future, may be undertaken by Newtek Bank.5 Newtek Bank is a “bank” as defined under Section 2(a)(5), and is therefore excluded from the definition of an “investment company” by Section 3(c)(3). See Response 2, below.

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.

Response: The Company respectfully informs the Staff that Newtek Bank meets the exception set forth in Section 3(c)(3). Section 3(c)(3) exempts from the definition of an “investment company” under the 1940 Act “[a]ny bank . . . .”  Section 2(a)(5)  defines the term “bank” to include among other things, “a depository institution (as defined in Section 3 of the Federal Deposit Insurance Act) . . . .” Newtek Bank is

3 As noted in the Company’s prior correspondence, “virtually all assets that can be securitized (i.e., which produce cash flows of the type that may be statistically analyzed by rating agencies and investors) will meet the definition of eligible asset” under the rule. See Investment Company Act Rel. No. IC-19105, 57 FR 56248, 56249 (Nov. 19, 1992) ( the “Adopting Release”).

4 Unless otherwise stated, all “Rule” and “Section” references herein are to the 1940 Act.

5 See Amendment No. 3, “Newtek Bank intends to use core deposits to fund SBA 7(a) loans and may securitize the unguaranteed portions of SBA 7(a) loans in the future.”

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a national bank regulated by the Office of the Comptroller of the Currency and Section 3 of the Federal Deposit Insurance Act specifically includes national banks within its definition of “depository institution.”6

The Company notes that a critical element of the Company’s strategic plan is the transitioning to Newtek Bank of the SBA 7(a) lending activities that have been traditionally undertaken by NSBF. As a result, the Company expects that the assets ultimately held by Newtek Bank will constitute a significant proportion of the Company’s assets. Any assets held by Newtek Bank would be exempt from regulation under the 1940 Act.

As such, although the Company believes that it does not currently qualify as an “investment company” under the 1940 Act, if the Company (or any subsidiary) were to temporarily surpass the forty percent threshold in Section 3(a)(1)(C), given the Company’s current ongoing restructuring which includes the transition of all new SBA 7(a) lending activities to Newtek Bank, it believes it would be justified in reliance or Rule 3a-2 for one year or other potential avenues of relief as it works to complete the restructuring and transition as expeditiously as possible. See discussion in Response 3 below re: Rule 3a-2.

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 loans 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 Tonopah Mining Company of Nevada, 26 SEC 426 (1947) and provide legal and factual support for your analysis of each such factor.

Response: The Company respectfully informs the Staff that the Company has over forty direct and indirect subsidiaries. As a result, the Company believes that it would be unduly burdensome to provide a detailed legal analysis of each of the Company’s subsidiaries. The Company would like to note, however, that:

•the Company is in the process of a major corporate restructuring, under which it is consolidating, eliminating, and generally reorganizing its corporate structure, which will result in the elimination of almost all of its non-operating company (i.e., holding companies) subsidiaries. As such, providing a snapshot of the Company’s current operations is administratively difficult, and, moreover, may not accurately represent the Company’s intended operations;

•a core objective of this corporate restructuring concerns the transition of all new SBA 7(a) loan activities to Newtek Bank and the wind-down of NSBF’s operations, the terms of which were negotiated and agreed with the SBA and disclosed in the Current Report on Form 8-K filed April 19, 2023;

•the Company has previously described how NSBF’s activities are exempt under, among other things, Rule 3a-7 under the 1940 Act, and how Newtek Bank is exempt under Section 3(c)(3). The values of NSBF, as of December 31, 2022, and Newtek Bank (including its subsidiaries), as of March 31, 2023, were approximately $524.4 million and $175 million, respectively. The combined values of these entities represent approximately 69.8% of the Company’s total assets on an unconsolidated basis. As a result, regardless of the nature of the assets held by the Company’s remaining subsidiaries, the Company would not be considered an investment company under Section 3(a)(1)(C) (see below); and

•as further described herein, even in the scenario in which the Company were to temporarily surpass the forty percent threshold in Section 3(a)(1)(C) and be deemed a prima facie investment company, the Company believes that it would be able to rely upon  the exemption provided by Rule 3a-2, which provides a one-year exemption for “transient” investment companies when such companies have a bona fide intent to be engaged in a business other than that of investing, reinvesting, owning, holding or trading in securities.

6 The Federal Deposit Insurance Act, in relevant part, defines a “bank” as “any national bank and State bank, and any Federal branch and insured branch” or “any former savings association.” 12 U.S.C 1813(a).

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Given the above, the Company has provided a summary legal analysis of the Company’s subsidiaries as of December 31, 2022, and describes, to the extent possible, any changes in the Company’s structure as of the most recent practicable date.

For the Staff’s convenience, the Company has provided the following table of the analysis contained below:

Section 3(a)(1)(C) Analysis

Parent Entity Subsidiary Entity Value Percentage of Company’s Total Assets Investment Company Exemption(s) from the 1940 Act

NSBF - $524.4 million 52.3% No •Rule 3a-7;

•Company does not hold “investment securities”

Newtek Bank (as of March 31, 2023)

 NBL7 $43.0 million 4.3% No •Section 3(a)(2)(C)

SBL8 $10.5 million 1.0% No •Section 3(a)(2)(C)

Newtek Bank 121.5 million 12.1% No •Section 3(c)(3)

 SUBTOTAL $175 million 17.5%

NCL NCL JV $16.6 million 1.7% No •Rule 3a-7

•Section 3(c)(1)

•Section 3(c)(7)

TSO II $6.4 million 0.6% No •Section 3(c)(1)

•Section 3(c)(7)

SUBTOTAL $23.0 million 2.3% No •Section 3(a)(2)

•Less than 40% investment securities

Newtek Business Services Holdco 1, Inc and NBSH Holdings, LLC9 NMS10 $109 million 10.9% No •Not an investment company as defined by Section 3(a)(1)(C)

7 See Amendment No. 3, Newtek Business Lending, LLC (“NBL”), a wholly owned subsidiary of Newtek Bank, N.A., originates SBA 504 loans to the SMB market and provides loan origination services to other parts of the Newtek Lending platform, including NewtekOne joint ventures.

8 See Amendment No. 3, Small Business Lending, LLC (“SBL”), a wholly-owned subsidiary of Newtek Bank, provides third-party loan servicing for SBA and non-SBA loans.

9 Each holding company is a subsidiary of NewtekOne, Inc. and is in the process of being merged out of existence with the intention being that  NewtekOne, Inc. will be the direct parent of all of its the consolidated operating subsidiary entities.

10 See Amendment No. 3,” Newtek Merchant Solutions, LLC (“NMS”), a wholly owned subsidiary, markets credit and debit card processing services, check approval services, processing equipment, and software, and is part of the Newtek Payments platform.”

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Newtek Business Services Holdco 1, Inc6

 NTS11 $38.5 million 3.8% No •Not an investment company as defined by Section 3(a)(1)(C)

Wilshire Holdings I, Inc. and The Whitestone Group, LLC 6

 PMT12 $3.6 million 0.4% No •Not an investment company as defined by Section 3(a)(1)(C)

Wilshire Holdings I, Inc. 6

 NIA13 $5.5 million 0.5% No •Not an investment company as defined by Section 3(a)(1)(C)

Newtek Business Services Holdco 4, Inc. 6

 Mobil Money14 $8.25 million 0.8% No •Not an investment company as defined by Section 3(a)(1)(C)

Newtek Business Services Holdco 3, Inc. 6

 POS15 $1.8 million 0.2% No •Not an investment company as defined by Section 3(a)(1)(C)

Wilshire Holdings I