SecProbe.io

CORRESP
 1
 filename1.htm

 Document NEWTEKONE, INC. 4800 T Rex Avenue, Suite 120 Boca Raton, Florida 33431 (212) 356-9500 July 17, 2026 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Finance Attention: Aisha Adegbuyi 100 F. Street, N.E. Washington, D.C. 20549 Re:    NewtekOne, Inc.     Registration Statement on Form S-3     Filed: June 25, 2026     File No. 333-297037 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, NewtekOne, Inc. (the “ Registrant ”) hereby requests acceleration of effectiveness of the above-referenced Registration Statement on Form S-3 so that it will become effective as of 5:00 p.m. EST on July 21, 2026, or as soon as thereafter practicable. Please do not hesitate to contact the undersigned at (212) 356-9500 or bsloane@newtekone.com with any questions you may have concerning this request. In addition, please notify me when this request for acceleration has been granted. [ Signature Page Follows ] Very truly yours, /s/ Barry Sloane Barry Sloane Chief Executive Officer, President and Chairman of the Board cc:     Michael A. Schwartz, Chief Legal Officer     Jared M. Fishman, Sullivan & Cromwell LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 2, 2026

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 June 25, 2026
 File No. 333-297037
Dear Barry Sloane:
 This is to advise you that we have not reviewed and will not review your
registration
statement.
 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.
 Please contact Aisha Adegbuyi at 202-551-8754 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Jared Fishman, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Document NEWTEKONE, INC. 4800 T Rex Avenue, Suite 120 Boca Raton, Florida 33431 (212) 356-9500 November 25, 2025 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Finance Attention: Madeline Mateo 100 F. Street, N.E. Washington, D.C. 20549 Re:    NewtekOne, Inc.      Registration Statement on Form S-4      Filed: November 18, 2025      File No. 333-291615 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, NewtekOne, Inc. (the “ Registrant ”) hereby requests acceleration of effectiveness of the above-referenced Registration Statement on Form S-4 so that it will become effective as of 5:00 p.m. EST on November 28, 2025, or as soon as thereafter practicable. Please do not hesitate to contact the undersigned at (212) 356-9500 or bsloane@newtekone.com or Jared M. Fishman at Sullivan & Cromwell LLP at (212) 558-1689 with any questions you may have concerning this request. In addition, please notify Mr. Fishman when this request for acceleration has been granted. [ Signature Page Follows ] Very truly yours, /s/ Barry Sloane Barry Sloane Chief Executive Officer, President and Chairman of the Board cc:     Michael A. Schwartz, Chief Legal Officer     Jared M. Fishman, Sullivan & Cromwell LLP [Signature Page to NewtekOne, Inc. Form S-4 Acceleration Request]

CORRESP
1
filename1.htm

Document

NEWTEKONE, INC.

4800 T Rex Avenue, Suite 120

Boca Raton, Florida 33431

(212) 356-9500

July 25, 2023

Via EDGAR

United States 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.

    Registration Statement on Form S-3

    Filed: July 21, 2023

    File No. 333-269452

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, NewtekOne, Inc. (the “Registrant”) hereby requests acceleration of effectiveness of the above-referenced Registration Statement on Form S-3 so that it will become effective as of 5:00 p.m. EST on July 27, 2023, or as soon as thereafter practicable.

Please do not hesitate to contact the undersigned at (212) 356-9500 or bsloane@newtekone.com with any questions you may have concerning this request.  In addition, please notify me when this request for acceleration has been granted.

[Signature Page Follows]

Very truly yours,

/s/ Barry Sloane

Barry Sloane

Chief Executive Officer, President and Chairman of the Board

cc:     Michael A. Schwartz, Chief Legal Officer

    Jared M. Fishman, Sullivan & Cromwell LLP

[Signature Page to NewtekOne, Inc. Form S-3 Acceleration Request]

CORRESP
1
filename1.htm

Document

VIA EDGAR

                                        July 21, 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.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 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.

Response: The Company undertakes to update its risk disclosure to include the following risk factor:

If we are deemed to be an investment company under the Investment Company Act of 1940, we will not be able to successfully execute our business strategy.

Certain of our subsidiaries rely on Rule 3a-7 to exclude their securitization activities from the definition of an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”). Additionally, the Company has determined that, after withdrawing its election to be treated as a business development company, it is not an “investment company” because it neither holds more than 40% of its assets in “investment securities,” nor is it primarily engaged in, or holding itself out as being primarily engaged in, the business of investing, reinvesting or trading in securities. As a part of its determination, the Company has determined that certain of the loans held by its subsidiaries are neither securities nor “investment securities” under the 1940 Act.

1

However, the staff of the SEC may disagree with our conclusions that (i) loans held by us and our subsidiaries are not securities as defined in the Act and that (ii) the Company did not meet the definition of an investment company under section 3 of the 1940 Act subsequent to our withdrawal of the election to be regulated as a BDC.  If the SEC or a court determines that one or more of our subsidiaries’ activities cause us to fall within the definition of an “investment company,” and if no exemption is available, we could be required to register under the 1940 Act. Compliance with the 1940 Act, as a registered investment company, would require us to significantly alter our business and could impair our ability to operate as financial holding company, with potential adverse impacts on our business, and, thus, our shareholders.

In addition to including the above risk factors, the Company notes that, as of June 30, 2023, the Company calculates that at least 91.30% of NSBF’s total assets are assets other than “investment securities.” Even if the Company considered its intercompany receivables and the guaranteed portions of its SBA 7(a) loans to be “investment securities,” “investment securities” would represent only 34.38% of NSBF’s total assets as of June 30, 2023.  Accordingly, NSBF was not an investment company at that date, and the equity the Company held in NSBF was not an investment security. Additionally, as of June 30, 2023, the Company estimates that the combined value of NSBF and Newtek Bank constituted approximately 74% of the Company’s total assets (excluding cash items and Government securities) on an unconsolidated basis. As a result, as of June 30, 2023, the Company was not an investment company.

As discussed previously, NSBF has ceased loan origination operations and will hold only existing loans, which will be serviced by a subsidiary of Newtek Bank. All current and future SBA 7(a) loans are and will be originated at Newtek Bank.  As a result, the Company expects NSBF’s value to decrease, and Newtek Bank’s value to increase, as a percentage of the Company’s total assets. Moreover, as the Company previously explained, the Company’s assets other than NSBF and Newtek Bank primarily consist of wholly owned operating subsidiaries that provide insurance services, webhosting, and payment processing services, among other things.  These other subsidiaries are not investment companies, and the equity the Company owns in them is not investment securities.

The Company confirms it has controls in place and will continue to monitor its status under the 1940 Act on a going-forward basis.

2

*          *          *

If you have any questions or require additional information in connection with the filing, please do not hesitate to contact the undersigned at (212) 356-9500.

                            Very truly yours,

                            /s/ Barry Sloane

                            Barry Sloane

                            Chief Executive Officer, President and Chairman

of the Board

cc:     Michael A. Schwartz, Chief Legal Officer

    Jared M. Fishman, Sullivan & Cromwell LLP

3

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

 FirstName LastNameBarry Sloane
 Comapany NameNewtekOne, Inc.
 July 14, 2023 Page 2
 FirstName LastName
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,
Division of Corporation Finance
Office of Finance
cc:       Jared Fishman, Esq.

CORRESP
1
filename1.htm

Document

VIA EDGAR

July 6, 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.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).

Response: The Company respectfully notes that it previously concluded that, as of March 31, 2023, at least 62.24% of NSBF’s assets were not “investment securities” even if the Company assumes that the SBA 7(a) loans NSBF held directly as of that date were “investment securities.” The SBA 7(a) loans represented 37.76% of the NSBF’s assets as of March 31, 2023. The Company also previously concluded that, as of June 20, 2023, following NSBF’s final securitization, at least 87.5% of the value of NSBF’s total assets consisted of assets that were not “investment securities.” As NSBF has ceased originating SBA 7(a) loans, and is winding down its business, the Company does not expect any material increases in the proportion of NSBF’s “investment securities” on a going-forward basis.

•Broker Receivables – The broker receivables entry represents amounts due from unrelated third parties for the sale of guaranteed portions of SBA 7(a) loans which had been sold as of March 31, 2023, but for which NSBF had not yet received payment. These are ordinary course receivables. Ordinary course trade receivables of the nature described in NSBF’s balance sheet are not considered “investment securities” because they are short-term, non-interest bearing assets created on account of ordinary course sales.

•Due from Related Parties – NSBF’s audited financial statements as of December 31, 2022 describe the “due from related party” entry as including receivables between NSBF, the Company, and its affiliates in the ordinary course of business. The amounts charged back from NSBF to the Company and its affiliates are not loans, and there are no notes or interest associated with these amounts. The “due from related party” entry on the Company’s books is eliminated in consolidation. However, on an unconsolidated basis, U.S. GAAP treats the receivable as an asset to NSBF. Specifically, relevant accounting guidance provides that “when not supported by written agreements, intercompany receivables and payables are reflected in carve-out financials statements depending on the manner in which they are settled. Intercompany balances expected to be settled between the carve-out business and retained entities of the parent (typically in cash) are reflected as ‘due to’ or ‘due from’ the parent entity in the carve out financial statement.” See PwC Viewpoint, US Carve-out financial statement guide 4, 4.5.2 (Nov. 2022).  The guidance distinguishes such amounts reflected as ‘due to’ or ‘due from’ from intercompany notes or debt that is “supported by a written agreement that includes principal amounts, interest rate, maturity date, etc.” Id. Thus, similar to the ordinary course receivables described above, these items do not constitute “investment securities” because they are ordinary course intercompany transactions,

1

consistent with NSBF’s audited financial statements, are not evidenced by notes, and for which no interest is paid.

•Cash Items – Cash items consist of cash and restricted cash. Both cash and restricted cash are U.S. denominated currency held entirely in demand deposit accounts with FDIC-insured U.S. banks or other financial institutions. This entry does not include time deposits or any non-cash assets.

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).

Response: The Company confirms its belief that it is not engaged primarily in the business of investing in securities. As described in the Company’s registration statement on Form S-3, the Company is a financial holding company that, through its consolidated subsidiaries, provides leading business and financial solutions to small-and-medium sized business, including: commercial banking, payments processing, SBA 7(a) lending (through the Company’s bank subsidiary), payment processing, technology and payroll solutions, and insurance.

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.

Response: The Company undertakes to include the following risk factor in its risk disclosure:

If we are deemed to be an investment company under the Investment Company Act of 1940, we will not be able to successfully execute our business strategy.

Certain of our subsidiaries rely on Rule 3a-7 to exclude their securitization activities from the definition of an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”). Additionally, the Company has determined that it is not an “investment company” because it neither holds more than 40% of its assets in “investment securities,” nor is it primarily engaged in, or holding itself out as being primarily engaged in, the business of investing in securities. However, if the SEC or a court determines that our or our subsidiaries’ activities cause us to fall within the definition of an “investment company,” and if no exemption is available, we could be required to register under the 1940 Act. Compliance with the 1940 Act, as a registered investment company, would require us to significantly alter our business and could impair our ability to operate as financial holding company, with potential adverse impacts on our business, and, thus, our shareholders.

2

*          *          *

If you have any questions or require additional information in connection with the filing, please do not hesitate to contact the undersigned at (212) 356-9500.

                            Very truly yours,

                            /s/ Barry Sloane

                            Barry Sloane

                            Chief Executive Officer, President and Chairman

of the Board

cc:     Michael A. Schwartz, Chief Legal Officer

    Jared M. Fishman, Sullivan & Cromwell LLP

3

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.

CORRESP
1
filename1.htm

Document

VIA EDGAR

                    June 20, 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.The staff remains unable to determine the specific basis, if any, for your position that you are now excluded from the definition of an “investment company” under the Investment Company Act of 1940 (the “Act”). We note that as recently as November 8, 2022, in your Form 10-Q filed for the quarter ended September 30, 2022, you were described in your public reports as an “internally managed non-diversified closed-end management investment company.” We also note that, in your Form N-54C, you represented that you “inten[d] to conduct [your] activities in such a way that [you] will be excepted from the definition of an ‘investment company’ provided under the Act.” Please specifically describe when and why you stopped being an “internally managed non-diversified closed-end management investment company” and more fully describe the nature of the change in your business that caused you to no longer be an investment company and/or be able to rely on an exception from the definition of an investment company. To the extent that the change of your business was the acquisition of Newtek Bank, please specifically explain why this acquisition had this effect, given (i) your response appears to indicate that Newtek Bank represents only approximately 17.46% of your total assets on an unconsolidated basis and (ii) while you have indicated that “a critical element of your strategic plan is the transitioning to Newtek Bank of the SBA7(A) lending activities…”, it does not appear that you have yet effected such a transition. Alternatively, to the extent you believe that your “plans to operate as a financial holding company” caused you to no longer be an investment company, please explain why this affects your legal analysis under section 3 of the Act.

Response: The Company respectfully advises the Staff that the specific bases for the Company’s position that it is not an investment company under the Act are that the Company is neither holding itself out as an investment company under Section 3(a)(1)(A), nor does the value of its investment securities exceed forty percent of the Company’s total assets on an unconsolidated basis. As described in further detail below, over the past nearly two years, the Company has taken numerous steps to transition – both from operational and regulatory standpoints – to a financial holding company, and has frequently and consistently stated its intention to do so in its periodic filings and public statements. As a result, the Company does not believe that it is “holding itself out” as anything other than a financial holding company. Additionally, as explained previously and in further detail below, the subsidiary through which the Company conducted its SBA 7(a) lending activities – Newtek Small Business Finance (“NSBF”) – is not an investment company, and its securities are, therefore, not “investment securities” for purposes of Section 3(a)(1)(C). Specifically, NSBF is not an investment company because: (1) its wholly owned securitization trusts are exempt from the definition of “investment company” under  Rule 3a-7, and accordingly the equity interests in the trusts owned by NSBF are not investment securities; (2) the non-guaranteed SBA 7(a) loans NSBF holds directly represent less than 40% of NSBF’s total assets (after deduction of cash, cash items, and guaranteed SBA 7(a) loans);  and (3) the sum total of the value of the equity in NSBF’s securitization trusts and NSBF’s other assets that are not securities exceeds sixty percent of the value of NSBF’s total assets (after deduction of cash items and guaranteed SBA 7(a) loans).

1

As of March 31, 2023, NSBF’s value represented approximately 66.5%1 of the Company’s total assets on an unconsolidated basis. As described in further detail below, NSBF’s wholly-owned securitization trusts are exempt from the definition of investment company under Rule 3a-7. Additionally, Newtek Bank’s assets represented approximately 16.0%2 of the Company’s total assets on an unconsolidated basis as of March 31, 2023. As described in prior correspondence, Newtek Bank is exempted from the definition of investment company by Section 3(c)(3). The Company’s remaining assets, which consist primarily of wholly owned operating subsidiaries that provide insurance services, webhosting, and payment processing, represent approximately 17.5% of the value of the Company’s total assets on an unconsolidated basis.3  Neither NSBF, Newtek Bank, nor the Company’s other operating subsidiaries is an investment company and the Company’s interests in such entities are not investment securities.

The Company has attached Appendix A, a description of the Company’s history, and Appendix B, an organizational chart that includes values for each of the Company’s subsidiaries (on an unconsolidated basis), for the Staff’s reference.

The Staff has asked that we explain the relevance of Newtek Bank’s acquisition to our analysis under Section 3(a). The Company believes that its acquisition of Newtek Bank is important to its analysis under Section 3(a) because such acquisition, including the frequent and consistent statement from the Company about its intent to convert to a financial holding company, and the numerous shareholder and regulatory approvals preceding the acquisition, clearly evidence the Company’s intention to hold itself out as a financial holding company rather than an investment company.  The Company believes that this intention is supported by the fact that, as discussed above, the Company has transitioned substantially all of its lending activities to Newtek Bank. Currently, NSBF has one employee and NSBF’s loan portfolio – the loans in its securitization trusts – is being serviced by the Newtek Bank’s subsidiary, Small Business Lending (“SBL”).  See Notes to Consolidated Financial Statements – Note 1 – Description of Business and Basis of Presentation in the Company’s Quarterly Report on Form 10-Q (filed May 11, 2023) (“In connection with the April 13, 2023 wind-down agreement between NSBF and the SBA, NSBF has begun to wind-down its operations and NSBF will continue to own the SBA 7(a) loans in its SBA loan portfolio to maturity, liquidation, charge-off, or (subject to SBA’s prior written approval), sale or transfer. NSBF will continue to service and liquidate its SBA loan portfolio, pursuant to an SBA approved lender service provider agreement with SBL. (See NOTE 20—SUBSEQUENT EVENTS: NSBF Wind-down Agreement)”).

2.Your Form S-3/A indicates that loans are transferred to special purpose vehicles in order to effect your securitizations, and goes on to note circumstances under which securitizations were accomplished by trusts, including by, for example, Newtek Small Business Loan Trust, Series 2022-1. Accordingly, it would appear that, to the extent that issuers are engaged in securitization activities described in rule 3a-7 under the Act, it would be these securitization trusts. Please clarify whether, in discussing NSBF’s securitization activities, including for example, the issuance of securities as described in rule 3a-7 and the appointment of trustees, you are actually describing the activities of specific securitization trusts. For example, with respect to the September 2022 securitization, it appears that Newtek Small Business Loan Trust, Series 2022-1 was the issuer of securitization notes. Please revise your conclusion that NSBF may rely on rule 3a-7 as necessary. Alternatively, to the extent you believe NSBF can rely on rule 3a-7 notwithstanding that it is not, for example, itself an issuer of securities described in rule 3a-7(a)(1), please explain. In addition, please also clarify the relation of the securitization trusts to NSBF, including whether these trusts are subsidiaries of NSBF.

1 At March 31, 2023, NSBF’s value was approximately $360.91 million, and the Company held total assets of approximately $548.28 million (less approximately $5.22 million in cash and cash items) on an unconsolidated basis. The Company previously valued the assets of this entity on a consolidated basis, as if it held the assets of the Securitization Trusts directly. However, each of the Securitization Trusts is a Delaware trust with a separate legal existence, and the Company has revalued NSBF on that basis.

2 At March 31, 2023, Newtek Bank’s value was approximately $77.95 million, and the Company held total assets of approximately $486.89 million (less approximately $5.22 million in cash and cash items) on an unconsolidated basis.

3 As discussed previously, the Company owns various operating companies. Among other things, these subsidiaries include: (1) NMS and Mobile Money – credit and debit card processing, (2) PMT – payroll processing, (3) NTS – webhosting, web design, etc., (4) SIDCO – consulting and technology solutions, (5) NIA – insurance brokerage services, and (6) POS – cloud-based point of sale systems.

2

Response: The Company clarifies that it was describing the securitization activities undertaken by the Securitization Trusts, and that it is the Securitization Trusts that rely upon Rule 3a-7. As such, NSBF’s interests in the Securitization Trusts would not constitute “investment securities” for purposes of Section 3(a)(1)(C).

From 2010 through March 31, 2023, NSBF undertook twelve securitization transactions, and four securitization trusts remained outstanding as of that date.4 On June 8, 2023, the Company closed on a thirteenth securitization transaction (the “2023-1 Trust,” and, together with the 2018-1 Trust, 2019-1 Trust, 2021-1, and Trust, 2022-1 Trust, the “Securitization Trusts”). See the Company’s Current Report on Form 8-K (filed June 14, 2023). NSBF owns 100% of beneficial ownership interest in Securitization Trusts, each of which is organized as a Delaware statutory trust, and the Securitization Trusts are wholly owned consolidated subsidiaries of NSBF. Under Section 3(a)(2), majority-owned subsidiaries are not considered “investment securities” if the subsidiary is neither (a) an investment company, nor (b) a company that would be an investment company but for the exemptions under either Section 3(c)(1) or Section 3(c)(7). Since the Securitization Trusts rely on Rule 3a-7, and they are neither investment companies nor companies that are exempt under Sections 3(c)(1) or Section 3(c)(7), NSBF’s equity interest in those companies are not considered “investment securities” when analyzing NSBF’s status under Section 3(a)(1)(C).

4 The outstanding securitization trusts are Newtek Small Business Loan Trust, Series 2018-1 (“2018-1 Trust”), Newtek Small Business Loan Trust, Series 2019-1 (“2019-1 Trust”), Newtek Small Business Loan Trust, Series 2021-1 (“2021-1 Trust”), Newtek Small Business Loan Trust, Series 2022-1 (“2022-1 Trust”).

3

The values of the assets held by NSBF, on an unconsolidated basis,5 are as follows:

Description Value (millions)

(as of March 31, 2023)

  Percentage of NSBF’s Adjusted Total Assets6

2018-1 Trust $ 26.93    6.05%

2019-1 Trust 34.03  7.65%

2021-1 Trust 24.49  5.50%

2022-1 Trust 27.14  6.10%

Subtotal: Total Equity Held in Securitization Trusts $ 112.59    25.29%

SBA Unguaranteed Loans (held prior to transfer to the 2023-1 Trust on June 8, 2023) 7

 $ 128.59    28.89%

Loans not pledged to a trust  8

 39.48  8.87%

Broker Receivable 41.44  9.31%

Servicing Asset 33.35  7.49%

Due From Related Parties 59.64  13.40%

SBA Receivable 12.60  2.83%

Prepaid Expenses and Other Assets 11.10  2.49%

Accrued Interest Receivables, net 6.34  1.43%

Cash and Cash items 67.58  —

Guaranteed portions of loans held for sale 9

 9.99  —

NSBF’s Total Assets $ 522.71    —

NSBF’s Total Assets, Less Cash Items and Government Securities $ 445.13    100%

5 The Company notes that, pursuant to ASC Topic 860, the Company has consolidated the assets of the Securitization Trusts on NSBF’s and the Company’s balance sheets. See Notes to Consolidated Financial Statements – Note 2 – Significant Accounting Policies, in the Company’s Quarterly Report on Form 10-Q (filed May 11, 2023). The table above presents NSBF’s assets on an unconsolidated basis.

6 “Adjusted total assets” refers to the NSBF’s total assets, excluding cash, cash items, and government securities.

7 The Company notes that, on June 8, 2023, the Company transferred these loans to the 2023-1 Trust, which then securitized the loans. As a result, these loans are currently assets held by the 2023-1 Trust.

8 This entry represents mostly non-accrual loans that will not be pledged to a securitization trust.

9 Section 2(a)(16) define a “government security,” in relevant part, as ‘‘any security issued or guaranteed as to principal or interest by the United States, or by a person controlled or supervised by and acting as an instrumentality of the Government of the United States pursuant to authority granted by the Congress of the United States. . . .” As the guaranteed portions of the SBA 7(a) loans are guaranteed by the SBA, an independent agency of the United States government, the guaranteed portions of the SBA 7(a) loans constitute “government securities” for purposes of Section 3(a)(1)(C).

4

The Company confirms that each of the Securitization Trusts meets the relevant conditions specified in Rule 3a-7(a)(1) through (a)(4), and, thus, are exempt from the definition of an “investment security” under the Act.10 As of March 31, 2023, the combined value of the Securitization Trusts represented approximately 25.29% of NSBF’s total assets (excluding cash, cash items, and government securities). Additionally, the Company has previously described why the unguaranteed portions of the Company’s SBA 7(a) loans do not constitute “securities” applying the Reves family resemblance test. See Reves v. Ernst & Young, 494 U.S. 56 (1990).11 However, even if the Staff determines that the SBA 7(a) loans held directly by NSBF are “investment securities,” as of March 31, 2023, the combined values of those assets represented 37.76%12 of NSBF’s total assets (excluding cash and cash items). The Company does not believe that any of NSBF’s remaining assets may reasonably be considered “investment securities.” As a result, as of March 31, 2023, at least 62.24% of the value of NSBF’s total assets were not “investment securities.”13

In addition to the analysis above, the Company notes that, on June 8, 2023, the Company transferred $128.56 million in SBA 7(a) unguaranteed loans to the 2023-1 Trust, and the 2023-1 Trust securitized those loans. See Current Report on Form 8-K (filed June 14, 2023). This is NSBF’s final securitization as it no longer originates SBA 7(a) loans. As a result, as of the date of this letter, the Company estimates that approximately 43.5%14 of the value of NSBF’s total assets are based on the combined value of the Securitization Trusts, and approximately 87.5%15 of the value of NSBF’s assets are not considered “investment securities.” The Company currently holds approximately $39.5 million in “loans not pledged to a trust,” which the Company estimates represents approximately 12.5% of its total assets.

3.Plea

United States securities and exchange commission logo
June 2, 2023
Barry Sloane
Chief Executive Officer
NewtekOne, Inc.
4800 T Rex Avenue, Suite 120
Boca Raton, FL 33431
Re:NewtekOne, Inc.
Supplemental Correspondence
Submitted May 18, 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 May 4, 2023 letter.
Supplemental Correspondence submitted May 18, 2023
General
1.The staff remains unable to determine the specific basis, if any, for your position that
you are now excluded from the definition of an “investment company” under the
Investment Company Act of 1940 (the “Act”). We note that as recently as November 8,
2022, in your Form 10-Q filed for the quarter ended September 30, 2022, you were
described in your public reports as an “internally managed non-diversified closed-end
management investment company.” We also note that, in your Form N-54C, you
represented that you “inten[d] to conduct [your] activities in such a way that [you] will be
excepted from the definition of an ‘investment company’ provided under the Act.” Please
specifically describe when and why you stopped being an “internally managed non-

 FirstName LastNameBarry Sloane
 Comapany NameNewtekOne, Inc.
 June 2, 2023 Page 2
 FirstName LastNameBarry Sloane
NewtekOne, Inc.
June 2, 2023
Page 2
diversified closed-end management investment company” and more fully describe the
nature of the change in your business that caused you to no longer be an investment
company and/or be able to rely on an exception from the definition of an investment
company. To the extent that the change of your business was the acquisition of Newtek
Bank, please specifically explain why this acquisition had this effect, given (i) your
response appears to indicate that Newtek Bank represents only approximately 17.46% of
your total assets on an unconsolidated basis and (ii) while you have indicated that “a
critical element of your strategic plan is the transitioning to Newtek Bank of the SBA7(A)
lending activities…”, it does not appear that you have yet effected such a transition.
Alternatively, to the extent you believe that your “plans to operate as a financial holding
company” caused you to no longer be an investment company, please explain why this
affects your legal analysis under section 3 of the Act.
2.Your Form S-3/A indicates that loans are transferred to special purpose vehicles in order
to effect your securitizations, and goes on to note circumstances under which
securitizations were accomplished by trusts, including by, for example, Newtek Small
Business Loan Trust, Series 2022-1.  Accordingly, it would appear that, to the extent that
issuers are engaged in securitization activities described in rule 3a-7 under the Act, it
would be these securitization trusts. Please clarify whether, in discussing NSBF’s
securitization activities, including for example, the issuance of securities as described in
rule 3a-7 and the appointment of trustees, you are actually describing the activities of
specific securitization trusts. For example, with respect to the September 2022
securitization, it appears that Newtek Small Business Loan Trust, Series 2022-1 was the
issuer of securitization notes. Please revise your conclusion that NSBF may rely on rule
3a-7 as necessary. Alternatively, to the extent you believe NSBF can rely on rule 3a-7
notwithstanding that it is not, for example, itself an issuer of securities described in rule
3a-7(a)(1), please explain. In addition, please also clarify the relation of the securitization
trusts to NSBF, including whether these trusts are subsidiaries of NSBF.
3.Please provide your calculation for determining that NSBF does not meet the definition of
an “investment company” under Section 3(a)(1)(C), identifying each constituent part of
the numerator and denominator. Please specifically identify (i) the amounts, if any, held
by NSBF of debt securities available-for-sale, loans held for sale, loans held for
investment at fair value, and loans held for investment, at amortized cost; and (ii) the
assets representing NSBF’s interests in its subsidiaries, as well as their value. Please base
your response on the value of such issuer’s assets as of the end of the last preceding fiscal
quarter.
4.Please note that while In the Matter of Tonopah Mining Co., 26 S.E.C. 426 (July 21,
1947) was decided under section 3(b)(2) of the Act, the Commission and staff use the
“primary engagement” standard set forth in that case when evaluating the identical
standard in section 3(a)(1)(A) of the Act. See Certain Prima Facie Investment Companies,
Release No. IC-10937 (Nov. 13, 1979) [44 FR 66608 (Nov. 20, 1979)] at n.24.
Accordingly, an analysis of you, on a consolidated basis, using each of the factors outlined

 FirstName LastNameBarry Sloane
 Comapany NameNewtekOne, Inc.
 June 2, 2023 Page 3
 FirstName LastName
Barry Sloane
NewtekOne, Inc.
June 2, 2023
Page 3
in Tonopah is useful in evaluating whether you “[are] or hol[d] [your]self out as being
engaged primarily, or propos[e] to engage primarily, in the business of investing,
reinvesting, or trading in securities.” To that end, please revise your analysis under
Tonopah to:
•Describe the amount of time your officers, directors, and employees spend managing
your portfolio of loans and the amount of time they devote to banking activities. With
respect to your description of the amount of time devoted to managing your portfolio
of loans, please specifically address the amount of time spent by these personnel in
managing loans for investment purposes, as compared to those managed for sale.
•Clarify which assets on your consolidated balance sheet are included in what you
have described as assets “related to the guaranteed and unguaranteed SBA 7(A) loan
portfolio.”
•To the extent not described in your response to question 3, explain why your “recent
conversion to a financial holding company” and your operation as “a financial
holding company” may affect the sources of your income, including whether and how
such a designation may affect the operation of your business.
5.Your response was unclear as to whether you have relied on rule 3a-2 of the Act in the
past, or whether you intend to presently. Please advise as to your intention with respect to
reliance on rule 3a-2. To the extent you have relied or intend to rely on rule 3a-2 of the
Act, please provide further information on your compliance with such rule. In your
response, please include (i) a copy of the resolution made by your board of directors
pursuant to rule 3a-2(a)(2), (ii) the date on which such resolution was recorded
contemporaneously in your minute books, and (iii) the date on which the one-year period
commenced pursuant to rule 3a-2(b), together with your analysis supporting such a
conclusion. In addition, please provide your detailed legal analysis supporting your
conclusion that an investment company may rely on rule 3a-2 as it transitions into a non-
investment company business. In this regard, we note that you are neither a start-up nor do
you have a history of operating a business affected by an extraordinary event causing
you to suddenly meet the definition of an investment company under section 3 of the Act.
            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.

CORRESP
1
filename1.htm

Document

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.

1

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.”

2

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).

3

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.”

4

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

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

 FirstName LastNameBarry Sloane
 Comapany NameNewtekOne, Inc.
 May 4, 2023 Page 2
 FirstName LastName
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,
Division of Corporation Finance
Office of Finance
cc:       Jared Fishman, Esq.

CORRESP
1
filename1.htm

Document

VIA EDGAR

April 21, 2023

U.S. Securities and Exchange Commission

100 F Street, N.E.

Division of Corporation Finance

Washington, D.C. 20549

Attention: Madeline Joy Mateo, Tonya K. Aldave, William Schroeder and Ben Phippen

 Re: Re: NewtekOne, Inc.

Registration Statement on Form S-3 Filed January 27, 2023 (as amended by Amendment No. 1 filed on March 6, 2023 and Amendment No. 2 filed on March 31, 2023)

File No. 333-269452

Ladies and Gentlemen:

On behalf of NewtekOne, Inc. (the “Company”), set forth below are the responses of the Company to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) set forth in the Staff’s letter, dated April 17, 2023, regarding the Company’s Registration Statement on Form S-3 (the “Registration Statement”) filed with the Commission on January 27, 2023, Amendment No. 1 to the Registration Statement filed with the Commission on March 6, 2023 (“Amendment No. 1”) and Amendment No. 2 to the Registration Statement filed with the Commission on March 31, 2023 (“Amendment No. 2”). In connection with this letter, an amendment to the Form S-3 (“Amendment No. 3”) has been submitted to the Commission on the date hereof.

For your convenience, the Staff’s comments are set forth in bold, followed by responses on behalf of the Company. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in Amendment No. 3.

Amendment No. 2 to Registration Statement on Form S-3

General

1.We have referred this filing to the staff of the Division of Investment Management for assessment of your status under the Investment Company Act of 1940. Staff in that division may contact you separately in connection with their review.

Response: The Company acknowledges the Staff’s comment.

2.In light of recent market events and activities within the banking sector, please revise Business, Risk Factors, Management’s Discussion and Analysis and other sections, where appropriate, to address any material impact these events and activities have had on your financial condition, operations, customer base, liquidity, capital position and risk profile. For example, consider the need to further expand your discussion of interest rate risk and asset/liability management policies and discuss any changes management has undertaken in response to the recent events and activities.

Response: The Company notes the additional disclosure included in Amendment No. 3 under the Risk Factor on Page 18 captioned “Recent events in the banking sector may have an adverse effect on aspects of our results of operations and the price of our common stock” however as stated therein the Company believes that its client base and business model differs from those of the banking organizations which are under the most scrutiny at the present time and has not observed material or adverse impact to its own financial condition, operations, customer base, liquidity, capital position and risk profile resulting directly from the recent market events and activities in the banking sector. The Company notes that it released a press release on April 4, 2023 (which was furnished as an exhibit to the Company’s Current Report on Form 8-K on April 6, 2023) in which the Company provided a detailed update on a number of key indicators related to the current events and activities in the banking sector, including capital ratios, asset levels and composition, levels of deposit funding, share of uninsured deposits and loan closing volumes and interest margins. The Company will continue to evaluate market events and conditions and provide any additional information to investors that may be required in its public filings and periodic reporting, including with respect to any material developments or impacts that may arise as a result of wider sector events or conditions.

3.We note your references throughout the registration statement to the Operating Agreement with the OCC. Please include a separate section that describes material terms of this agreement.

Response: The Company notes the disclosure added on Page 11 of Amendment No. 3 which sets forth material terms of the Operating Agreement.

Limits on Activities and Approval Requirements, page 11

4.We note your response to our prior comment 4 and reissue in part. Please revise your disclosure to explain what “broader array of financial activities” you are permitted to engage in and clarify whether you have satisfied conditions outlined in the Gramm-Leach- Bliley Act of 1999. If you have not satisfied such conditions at this time, disclose how and when you plan to satisfy them.

Response: The Company notes the revisions on Page 12 of Amendment No 3. On November 18, 2022 the Federal Reserve approved the Company’s election to become a financial holding company, which means those conditions were satisfied.

If you have any questions or require any additional information in connection with the filing, please do not hesitate to contact the undersigned at (212) 356-9500.

 Very truly yours,

  /s/ Barry Sloane

  Barry Sloane

 Chief Executive Officer, President and Chairman of the Board

cc: Michael Schwartz, Chief Legal Officer, Chief Compliance Officer and Corporate Secretary

 Jared M. Fishman, Sullivan & Cromwell LLP

United States securities and exchange commission logo
April 17, 2023
Barry Sloane
Chief Executive Officer
NewtekOne, Inc.
4800 T Rex Avenue, Suite 120
Boca Raton, FL 33431
Re:NewtekOne, Inc.
Amendment No. 2 to Registration Statement on Form S-3
Filed March 31, 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 March 20, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-3
General
1.We have referred this filing to the staff of the Division of Investment Management for
assessment of your status under the Investment Company Act of 1940. Staff in that
division may contact you separately in connection with their review.

 FirstName LastNameBarry Sloane
 Comapany NameNewtekOne, Inc.
 April 17, 2023 Page 2
 FirstName LastName
Barry Sloane
NewtekOne, Inc.
April 17, 2023
Page 2
2.In light of recent market events and activities within the banking sector, please revise
Business, Risk Factors, Management's Discussion and Analysis and other sections, where
appropriate, to address any material impact these events and activities have had on your
financial condition, operations, customer base, liquidity, capital position and risk profile.
For example, consider the need to further expand your discussion of interest rate risk and
asset/liability management policies and discuss any changes management has undertaken
in response to the recent events and activities.
3.We note your references throughout the registration statement to the Operating Agreement
with the OCC.  Please include a separate section that describes material terms of this
agreement.
Limits on Activities and Approval Requirements, page 11
4.We note your response to our prior comment 4 and reissue in part. Please revise your
disclosure to explain what "broader array of financial activities" you are permitted to
engage in and clarify whether you have satisfied conditions outlined in the Gramm-Leach-
Bliley Act of 1999. If you have not satisfied such conditions at this time, disclose how and
when you plan to satisfy them.
            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,
Division of Corporation Finance
Office of Finance
cc:       Jared Fishman, Esq.

CORRESP
1
filename1.htm

Document

VIA EDGAR

March 31, 2023

U.S. Securities and Exchange Commission

100 F Street, N.E.

Division of Corporation Finance

Washington, D.C. 20549

Attention: Madeline Joy Mateo, Tonya K. Aldave, William Schroeder and Ben Phippen

 Re: Re: NewtekOne, Inc.

Registration Statement on Form S-3 Filed January 27, 2023 (as amended by Amendment No. 1 filed on March 6, 2023)

File No. 333-269452

Ladies and Gentlemen:

On behalf of NewtekOne, Inc. (the “Company”), set forth below are the responses of the Company to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) set forth in the Staff’s letter, dated March 20, 2023, regarding the Company’s Registration Statement on Form S-3 (the “Registration Statement”) filed with the Commission on January 27, 2023 and Amendment No. 1 to the Registration Statement filed with the Commission on March 6, 2023 (“Amendment No. 1”). In connection with this letter, an amendment to the Form S-3 (“Amendment No. 2”) has been submitted to the Commission on the date hereof.

For your convenience, the Staff’s comments are set forth in bold, followed by responses on behalf of the Company. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in Amendment No. 2.

Pre-Effective Amendment No. 1 to Form S-3 filed March 6, 2023

General

1.We note your disclosure on page 5 that you plan to follow the NewtekOne SBA 7(a) loan business model prior to becoming a financial holding company, including “accumulating sufficient loans for investment and securitization” and transferring the loans to a special purpose vehicle, such as a trust. On page 7 under the Non-Conforming Conventional Commercial Loans subsection you also refer to commercial loan securitization and Class A Notes. Because your new business plan appears to involve acquiring, holding and selling securities, these activities may implicate obligations under the federal securities laws, including, but not limited to, any requirements to register as an investment company under the Investment Company Act of 1940. Please explain how you intend to conduct your operations in accordance with these requirements and what specific exclusion or exemption from being deemed an investment company you plan to rely on.

2.Response:  The Company believes that its securitization activities are exempt from regulation under the Investment Company Act of 1940, as amended (the “1940 Act”), by Rule 3a-7 thereunder (“Rule 3a-7”). The Commission adopted Rule 3a-7 to “ensure that most structured financings, regardless of their underlying assets, can rely on the [Rule 3a-7] exclusion and engage in practices necessary to their operation.” Investment Company Act Rel. No. IC-19105, 57 FR 56248, 56249 (Nov. 19, 1992) (“Adopting Release”). Accordingly, Rule 3a-7 exempts from the definition of an “investment company” under Section 3(a) of the 1940 Act “any issuer who is engaged in the business of purchasing, or otherwise acquiring, and holding eligible assets (and in activities related or incidental thereto), and who does not issue redeemable securities . . . ” Rule 3a-7 defines an “eligible assets” as “financial assets, either fixed or revolving, that by their terms convert into cash within a finite time period plus any rights or other assets designed to assure servicing or timely distribution of proceeds to the security holders.” Rule 3a-7(b)(1). As a result,

“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. Adopting Release at 56250.  The term “eligible assets” also includes “credit and liquidity arrangements that support the payment of the securities and the underlying assets and ancillary or incidental assets which are necessary in the course of servicing the underlying assets or to assure the distribution of cash flow and/or proceeds to security holders.” Id. Finally, Rule 3a-7 also exempts activities that are related or incidental to securitization activities, which the Commission has interpreted as activities “that support or further, and therefore are secondary to the entity’s business of purchasing, otherwise acquiring, or holding eligible assets.” Citicorp Secs. Inc., SEC No-Action Letter (Aug. 4, 1995).

The securitization activities that historically have been undertaken by Newtek Small Business Finance, LLC (“NSBF”), and that currently are conducted by Newtek Conventional Lending, LLC (“NCL”), fall within the exclusion provided under 3a-7. As discussed in the Registration Statement, NSBF accumulates the unguaranteed portions of SBA 7(a) loans, transfers those loans to a trust, and the trust issues notes against the trust’s assets in private placements. Such securitization generally have been rated by nationally recognized statistical rating organizations. NCL engages in a similar process with respect to non-conforming conventional commercial business loans, and its securitizations likewise have been rated by nationally recognized statistical rating organizations.

The Company believes that its activities meet the requirements of Rule 3a-7, and, moreover, fall squarely within the activities that Rule 3a-7 was intended to exempt from the definition of an investment company. As a result, the Company does not believe that its securitization activities are subject to regulation under the 1940 Act.

Our Business, page 2

3.We note your response to our prior comment 1 and reissue in part. Please further revise this section to provide additional details about your business after becoming a financial holding company as follows:

•Disclose and explain the nature of any material dependence on revenue-generating activities, key products, services, product families, or customers in your business operations going forward;

Response: The Company notes the revisions on Pages 5 and 9 of Amendment No. 2.

•Significantly expand your disclosure on page 8 to describe your insurance business and include material risks related to this business line in the risk factors section;

Response: The Company notes the revisions on Page 8 of Amendment No.2 and additional risk factor disclosure on Page 21 of Amendment No. 2.  In addition, the Company notes that Newtek Insurance Agency, LLC (“NIA”) is an insurance broker and not an insurance company. As such, NIA sells insurance policies written and underwritten by third-party insurance companies; NIA does not underwrite insurance policies and does not itself insure any risks.

•Disclose what business lines will not conduct operations through or in cooperation with Newtek Bank, so it is clear to investors what business lines the bank will not participate in; and

Response: The Company notes the revisions on Page 7 of Amendment No. 2.

•For each company or business line listed on pages 5 through 8, 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 charts. If you believe, as you state in your response letter, that this information is not material to investors, please provide us with your detailed analysis.

The Company has included certain additional unaudited financial information on Page 9 of Amendment No. 2 which presents the revenue composition by business line, as requested by the Staff, for the year ended December 31, 2022

Regulation and Supervision
Limits on Activities and Approval Requirements, page 10

4.Please briefly explain your disclosure that electing to become a financial holding company allows you “to engage in a broader array of financial activities than bank holding companies.”

The referenced disclosure is intended to reflect the expanded set of activities that are permissible for financial holding companies pursuant to Section 4(k) of the Bank Holding Company Act. Subject to the satisfaction of certain conditions (and upon election, which the Company has made), financial holding companies (which like bank holding companies are regulated by the Federal Reserve Board) may engage in activities that are deemed to be “financial in nature or incidental to such financial activity” or “complementary to a financial activity and [do] not pose a substantial risk to the safety or soundness of depository institutions or the financial system generally.” Such permissible activities include insurance underwriting, securities dealing and underwriting, financial and investment advisory services, merchant banking, issuing or selling securitized interests in bank-eligible assets, and generally engaging in non-banking activity which may be authorized by the Federal Reserve Board pursuant to its authority under the Bank Holding Company Act.

Risk Factors, page 16

5.Please add a separately captioned risk factor to discuss the recent events and causes of the volatility in the banking sector, and the extent to which these may be applicable to you. In addition, please discuss the recent decline in your stock price.

Response: The Company has included the following risk factor on Page 18 of Amendment No. 2.

Recent events in the banking sector may have an adverse effect on aspects of our results of operations and the price of our common stock

Recently, concerns have arisen with respect to the financial condition of a number of banking organizations in the United States, in particular those with exposure to certain types of depositors and large portfolios of investment securities. Silicon Valley Bank and Signature Bank were both placed into FDIC receivership resulting from significant and rapid deposit outflows and the Federal Reserve Board announced it will make available additional funding to eligible depository institutions to assist banking organizations with potential liquidity needs. While the Company’s business, balance sheet and depositor profile differs substantially from the banking institutions that are the focus of the greatest scrutiny, the operating environment and public trading prices of financial services sector can be highly correlated, in particular in times of stress, which has, and may continue to adversely affect the trading price of the Company’s common stock. In addition, there is uncertainty at the present time with respect to the effect that these events will have on the perceptions held by of individual and commercial depositors as to the safety of deposited funds at smaller banking institutions, which could affect the Bank’s ability to maintain its levels of deposit funding. The Company currently believes that its client base and business model differs from those of the banking organizations which are under the most scrutiny at the present time however no assurances can be given that the effects of recent events will not have an adverse effect on the Company’s consolidated results of operations and financial performance.

If you have any questions or require any additional information in connection with the filing, please do not hesitate to contact the undersigned at (212) 356-9500.

 Very truly yours,

  /s/ Barry Sloane

  Barry Sloane

 Chief Executive Officer, President and Chairman of the Board

cc: Michael Schwartz, Chief Legal Officer, Chief Compliance Officer and Corporate Secretary

 Jared M. Fishman, Sullivan & Cromwell LLP

United States securities and exchange commission logo
March 20, 2023
Barry Sloane
Chief Executive Officer
NewtekOne, Inc.
4800 T Rex Avenue, Suite 120
Boca Raton, FL 33431
Re:NewtekOne, Inc.
Amendment No. 1 to Registration Statement on Form S-3
Filed March 6, 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 February 23, 2023 letter.
Pre-Effective Amendment No. 1 to Form S-3 filed March 6, 2023
General
1.We note your disclosure on page 5 that you plan to follow the NewtekOne SBA 7(a) loan
business model prior to becoming a financial holding company, including "accumulating
sufficient loans for investment and securitization" and transferring the loans to a special
purpose vehicle, such as a trust. On page 7 under the Non-Conforming Conventional
Commercial Loans subsection you also refer to commercial loan securitization and Class
A Notes.  Because your new business plan appears to involve acquiring, holding and
selling securities, these activities may implicate obligations under the federal securities
laws, including, but not limited to, any requirements to register as an investment company
under the Investment Company Act of 1940. Please explain how you intend to conduct

 FirstName LastNameBarry Sloane
 Comapany NameNewtekOne, Inc.
 March 20, 2023 Page 2
 FirstName LastName
Barry Sloane
NewtekOne, Inc.
March 20, 2023
Page 2
your operations in accordance with these requirements and what specific exclusion or
exemption from being deemed an investment company you plan to rely on.
Our Business, page 2
2.We note your response to our prior comment 1 and reissue in part. Please further revise
this section to provide additional details about your business after becoming a financial
holding company as follows:
•Disclose and explain the nature of any material dependence on revenue-generating
activities, key products, services, product families, or customers in your business
operations going forward;
•Significantly expand your disclosure on page 8 to describe your insurance business
and include material risks related to this business line in the risk factors section;
•Disclose what business lines will not conduct operations through or in cooperation
with Newtek Bank, so it is clear to investors what business lines the bank will not
participate in; and
•For each company or business line listed on pages 5 through 8, 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 charts. If
you believe, as you state in your response letter, that this information is not material
to investors, please provide us with your detailed analysis.
Regulation and Supervision
Limits on Activities and Approval Requirements, page 10
3.Please briefly explain your disclosure that electing to become a financial holding
company allows you "to engage in a broader array of financial activities than bank holding
companies."
Risk Factors, page 16
4.Please add a separately captioned risk factor to discuss the recent events and causes of the
volatility in the banking sector, and the extent to which these may be applicable to you.  In
addition, please discuss the recent decline in your stock price.

 FirstName LastNameBarry Sloane
 Comapany NameNewtekOne, Inc.
 March 20, 2023 Page 3
 FirstName LastName
Barry Sloane
NewtekOne, Inc.
March 20, 2023
Page 3
            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,
Division of Corporation Finance
Office of Finance
cc:       Jared Fishman, Esq.

CORRESP
1
filename1.htm

Document

March 3, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Division of Corporation Finance

Washington, D.C. 20549

Attention: Madeline Joy Mateo, Tonya K. Aldave, William Schroeder and Ben Phippen

 Re: 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

Ladies and Gentlemen:

On behalf of NewtekOne, Inc. (the “Company”), set forth below are the responses of the Company to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) set forth in the Staff’s letter, dated February 23, 2023, regarding the Company’s Registration Statement on Form S-3 (the “Registration Statement”) filed with the Commission on January 27, 2023 and Amended Form 8-K filed with the Commission on January 27, 2023. In connection with this letter, an amendment to the Form S-3 (“Amendment No. 1”) has been submitted to the Commission on the date hereof.

For your convenience, the Staff’s comments are set forth in bold, followed by responses on behalf of the Company. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in Amendment No. 1.

Registration Statement on Form S-3 filed on 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.

Response: The cover page of the Registration Statement has been revised accordingly in Amendment No. 1.

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.

    Response:

•The Company has not historically reported revenue for all of its business lines and does not plan to do so.  Accordingly, the Company is not comfortable doing so, as it would require processes and procedures using historic data, which may not be practicable. The Company does not believe such information is material.  The Company has however added certain additional detail on how the Company generates revenue starting on Page 6 of Amendment No. 1.

•The Company has updated the business description to indicate how Newtek Bank will participate in various business lines on Page 7 of Amendment No. 1.

•The Company has added disclosure on Pages 6-9 of Amendment No. 1 indicating that the same management teams will continue to oversee all businesses.

•The Company notes the inclusion of the section entitled “Regulation and Supervision” beginning on Page 9 of the Registration Statement in Amendment No. 1.

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.

    Response: The Company has included a set of selected risk considerations specific to its conversion to a financial holding company in Amendment No. 1 beginning on Page 16 and the Company specifically notes the inclusion of the risk factors captioned “The loss of pass-through tax treatment, as a result of the Company’s withdrawal of its election to be regulated as a BDC, may substantially reduce net assets and income available for dividends and debt repayments” on Page 19 of Amendment No. 1 and “The withdrawal of the Company’s election to be regulated as a BDC has resulted in a significant change in our accounting and financial reporting requirements” on Pages 18 and 19 of Amendment No. 1 within these selected risk considerations.

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.

    Response: The organizational chart depicted on Pages 3 and 4 of Amendment No. 1 has been updated accordingly to include the organizational structure of the Company both before and after the Acquisition.

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 well as your subsidiaries ability to generate revenue and obtain and maintain certain margins and levels of profitability.

    Response: As noted above, the Company has included a set of selected risk considerations specific to its conversion to a financial holding company in Amendment No. 1 beginning on Page 16 and expects that these risk considerations to be included with its other risk factors generally applicable to its business generally to be included in its Annual Reports on Form 10-K going forward. The Company also notes disclosures relevant to its SBA 7(a) program, NSBF and Newtek Bank on Page 14 of Amendment No. 1 in the “Regulation and Supervision - NSBF’s Regulation as a Small Business Lending Company and the Transition of SBA 7(a) Lending to Newtek Bank” section and the risk factors captioned “NSBF will remain subject to SBA regulation as it winds down its operations” and “There can be no guarantee that Newtek Bank will be able to maintain its SBA 7(a) lending license” on Page 18 of Amendment No. 1.

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.

    Response: The Company has included revised disclosure under the risk factor captioned “We could be adversely affected by information security breaches or cyber security attacks” set forth on Page 19 of the Amendment No. 1.

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.

Response: The Company intends to specify any use of proceeds in the applicable prospectus supplement related to any offering and will provide any additional required disclosures provided by Item 504 of Regulation S-K at such time. The use of proceeds disclosure has been simplified on Page 23 of Amendment No. 1 to state that “[w]e intend to use the net proceeds from the sale of the securities for general corporate purposes unless otherwise indicated in the prospectus supplement relating to a specific offering of securities.”

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.

Response: The Company notes the revisions on Page 26 of Amendment No. 1. The Company currently has a classified board and that did not change as a result of the acquisition of NBNYC.

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.

Response: The Company notes the revisions on Page 50 of Amendment No. 1.

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 15(d) of the Exchange Act, prior to the termination of the offering shall be deemed to be incorporated by reference into the prospectus. Please revise the language in this section of the registration statement accordingly. Refer to Item 12(b) of Form S-3.

Response: The Company notes the revisions on Page 50 of Amendment No. 1.

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.

Response: The Company believes that undertaking (5) is applicable pursuant to Item 512(a)(6) of Regulation S-K as the Company intends to use the Registration Statement for primary offerings of securities but has been revised accordingly on Page II-4 to conform to the language of Item 512(a)(6) and remove reference to any initial distribution of securities.

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.

Response: The signature page to Amendment No. 1 has been revised accordingly.

Amended Form 8-K filed on January 27, 2023

Exhibit 99.2

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.

Response: The Company acknowledges the Staff’s comments and will revise the disclosures in adjustment B and Note 2 to clarify the assumptions used in our unaudited pro forma condensed combined balance sheet. We also considered the guidance in ASC 805-20-30-4,which requires the acquirer to measure acquired loans at their acquisition-date fair values.  As of the filing date, we had engaged an independent valuation specialist to assist in performing a purchase price allocation and in measuring the fair value of NBNYC’s Loans, Core Deposit Intangibles (CDI) Assets, and Time Deposits.  At the time of the filing, the best indication we had of the carrying amounts of the acquired assets and liabilities were their book values.  As a result, we assumed the consideration paid equaled the book value of the net assets, after reduction of $17 million paid as dividends to the sellers.  Thus, no goodwill or fair value adjustments were reflected in the NBNYC acquisition transaction accounting adjustments.  As of the date of this correspondence, the purchase price allocation and fair value analysis have not been completed and the best indication of carrying amounts remains the book values of the acquired assets and liabilities.  The final purchase price allocation is expected to be completed when the Company files its report on Form 10-Q for the quarter ended March 31, 2023.

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.

Response: The Company evaluated its acquisition of NBNYC under Rule 3-05 of Regulation S-X (and various related tests set forth in the definition of “Significant Subsidiary” in Rule 1-02(w) of Regulation S-X) and concluded that none of the applicable significance tests were met with respect to NBNYC. However, the Company has elected (solely on a discretionary basis) to provide certain financial information with respect to NBNYC as it believes such information may be useful to investors. The Company included NBNYC’s most recently available audited financial statements (for the year ended December 31, 2021) as Exhibit 99.1 to the Amended Form 8-K filed on January 27, 2023 and the unaudited pro forma condensed combined balance sheet of the Company as of September 30, 2022, giving effect to the acquisition of NBNYC as if it had been completed on September 30, 2022, the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2022 and the fiscal year ended December 31, 2021, as if the acquisition of NBNYC had been completed on January 1, 2021 as Exhibit 99.2 to the Amended Form 8-K filed on January 27, 2023.

If you have any questions or require any additional information in connection with the filing, please do not hesitate to contact the undersigned at (212) 356-9500.

 Very truly yours,

  /s/ Barry Sloane

  Barry Sloane

 Chief Executive Officer, President and Chairman of the Board

cc: Michael Schwartz, Chief Legal Officer, Chief Compliance Officer and Corporate Secretary

 Jared M. Fishman, Sullivan & Cromwell LLP

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.

 FirstName LastNameBarry Sloane
 Comapany NameNewtekOne, Inc.
 February 23, 2023 Page 2
 FirstName LastName
Barry Sloane
NewtekOne, Inc.
February 23, 2023
Page 2
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

 FirstName LastNameBarry Sloane
 Comapany NameNewtekOne, Inc.
 February 23, 2023 Page 3
 FirstName LastName
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
15(d) of the Exchange Act, prior to the termination of the offering shall be deemed to be
incorporated by reference into the prospectus. Please revise the language in this section of
the registration statement accordingly. Refer to Item 12(b) of Form S-3.

 FirstName LastNameBarry Sloane
 Comapany NameNewtekOne, Inc.
 February 23, 2023 Page 4
 FirstName LastName
Barry Sloane
NewtekOne, Inc.
February 23, 2023
Page 4
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.

 FirstName LastNameBarry Sloane
 Comapany NameNewtekOne, Inc.
 February 23, 2023 Page 5
 FirstName LastName
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,
Division of Corporation Finance
Office of Finance
cc:       Jared Fishman, Esq.

CORRESP
1
filename1.htm

Document

 Eversheds Sutherland (US) LLP

700 Sixth Street, NW, Suite 700
Washington, DC  20001-3980

D: +1 202.383.0218
F: +1 202.637.3593

cynthiakrus@

eversheds-sutherland.com

July 28, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Attention: Deborah O’Neal

100 F Street, N.E.

Washington, D.C. 20549

Re:       Newtek Business Services Corp.

            Preliminary Proxy Statement – PRE 14A (filed July 20, 2022)

Dear Mr. Grzeskiewicz:

On behalf of Newtek Business Services Corp. (the “Company”), set forth below are the Company’s responses to the oral comments provided by the Staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “SEC”) regarding the Company’s Preliminary Proxy Statement on Schedule 14A, filed July 20, 2022.  The Staff’s comments are set forth below in bold italics and are followed by the Company’s responses.

1.Please attach a proxy card when the Company files the definitive proxy statement.

Response: The Company undertakes to file the proxy card when the Company files its definitive proxy statement.

2.Please explain the significance of this proxy statement with respect to the Company’s plan to withdraw its election to be regulated as a business development company.

Response: The Company has updated the disclosure in the proxy statement to indicate that the Proposals will have no effect on the Company’s plan to withdraw its election to be regulated as a business development company.

3.Please include in the definitive proxy statement any information that has been omitted from the preliminary proxy statement.

Response: The Company undertakes to include in its definitive proxy statement all information that has been omitted from the preliminary proxy statement.

4.In Section 5.6 of the proposed Charter Amendment, the Company states that stockholders will have the opportunity to amend the Bylaws “except that the stockholders shall not have the power to alter or repeal any provision of the Bylaws providing indemnification or advancement rights to any person.”

Response: The Company has added disclosure to the prospectus indicating that the proposed Charter Amendment would not allow shareholders to alter or repeal any provision of the Bylaws providing indemnification or advancement of rights to any person.

*          *          *

If you have any questions or additional comments concerning the foregoing, please contact Dwaune Dupree at (202) 383-0206 or me at (202) 383-0218.

                            Sincerely,

                            /s/ Cynthia M. Krus

Cynthia M. Krus

Eversheds Sutherland (US) LLP is part of a global legal practice, operating through various separate and distinct legal entities, under Eversheds Sutherland.  For a full description of the structure and a list of offices, please visit www.eversheds-sutherland.com.

CORRESP
1
filename1.htm

Document

 Eversheds Sutherland (US) LLP

700 Sixth Street, NW, Suite 700
Washington, DC  20001-3980

D: +1 202.383.0218
F: +1 202.637.3593

cynthiakrus@

eversheds-sutherland.com

May 2, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Attention: Deborah O’Neal

100 F Street, N.E.

Washington, D.C. 20549

Re:       Newtek Business Services Corp.

            Preliminary Proxy Statement – PRE 14A (filed April 11, 2022)

Dear Ms. O’Neal:

On behalf of Newtek Business Services Corp. (the “Company”), set forth below are the Company’s responses to the oral comments provided by the Staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “SEC”) regarding the Company’s Preliminary Proxy Statement on Schedule 14A, filed April 11.  The Staff’s comments are set forth below in bold italics and are followed by the Company’s responses.

1.In several places, the Company states that it will no longer be subject to the 150% asset coverage requirement if the Company discontinues its election to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). Please include a brief statement disclosing the impact of the Company no longer being subject to the 150% asset coverage requirement, including whether the Company would be able to obtain more leverage as a bank holding company, and whether the removal of such requirement would provide shareholders with greater or fewer protections.

Response: The Company respectfully advises the Staff that, although it would no longer be subject to the 150% asset coverage requirement if it discontinues its election to be regulated as a BDC, the Company would become subject to risk-based capital and leverage requirements issued by the Board of Governors of the Federal Reserve System (the “Federal Reserve”) and the Office of the Comptroller of Currency (the “OCC”) (the “Capital Rules”) if the Company consummates the acquisition of all of the shares of National Bank of New York City and thereby becomes a bank holding company with a wholly-owned national bank. The Company believes that the Capital Rules, while different from the leverage-based limitations applicable to BDCs, would provide limitations on the Company’s ability to incur excessive leverage as a bank holding company. The Company, however, generally would be able to incur more leverage as a bank holding company than it would have been able to incur as a BDC. The Company believe that the ability to incur increased leverage is tempered by the comprehensive prudential regulatory framework and general supervisory authority that the Federal Reserve and the OCC have over a bank holding company and a national bank, respectively, which the

Eversheds Sutherland (US) LLP is part of a global legal practice, operating through various separate and distinct legal entities, under Eversheds Sutherland.  For a full description of the structure and a list of offices, please visit www.eversheds-sutherland.com.

 U.S. Securities and Exchange Commission

May 2, 2022

Page 2

Company believes would provide significant protection for the Company’s shareholders.

In response to the Staff’s comment, the Company has revised the risk factor entitled “Our shareholders would no longer have the protections of the 1940 Act upon the discontinuance of the Company’s election to be regulated as a BDC under the 1940 Act” to read, in relevant part, as follows:

“If the Company ceases to operate as a BDC, our shareholders would no longer have the following protections of the 1940 Act:

• we would no longer be subject to the requirement under the 1940 Act that we maintain a ratio of assets to senior securities of at least 150% (and we would be able to incur more leverage as a bank holding company than we would have been able to incur as a BDC, but the Company would be subject to certain risk-based capital and leverage requirements that will provide  limitations on the Company’s ability to incur excessive leverage). . . .

2.Under the caption “QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING - How Does the Company Intend to Operate if it is No Longer Regulated Under the 1940 Act?,” please revise the disclosure to include the substance of the following language, which is included elsewhere in the proxy:

If our shareholders approve the discontinuance of our BDC election, we will, effective upon receipt by the SEC of a Form N-54C, no longer be regulated as a BDC and will no longer be subject to the regulatory provisions of the 1940 Act, which is designed to protect the interests of investors in investment companies, including certain laws and regulations related to insurance, custody, capital structure, composition of the Board of Directors, affiliated transactions, leverage limitations, and compensation arrangements.

Response: The Company has revised the disclosure accordingly.

3.Under the caption “Impact of the Discontinuance of BDC Election and Key Shareholder Considerations,” the Company states that, if shareholders approve the proposal to discontinue the Company’s election to be regulated as a BDC under the 1940 Act, “the Company would not be able to qualify as a regulated investment company (‘RIC’) under the Internal Revenue Code of 1986, as amended, meaning the Company would be taxed as a C corporation for tax purposes.” Please clarify that the inability to qualify as a RIC may be less favorable to shareholders.

Response: The Company has revised the disclosure accordingly.

4.Under the caption “Impact of the Discontinuance of BDC Election and Key Shareholder Considerations,” the Company states that, if shareholders approve the proposal to discontinue the Company’s election to be regulated as a BDC under the 1940 Act, the Company would not be required to distribute at least 90% of the Company’s annual taxable income to its shareholders. Please clarify that this may be less favorable to shareholders.

Response: The Company has revised the disclosure accordingly.

 U.S. Securities and Exchange Commission

May 2, 2022

Page 3

5.Please disclose whether the discontinuance of the Company’s election to be regulated as a BDC under the 1940 Act would expose the Company to additional foreign risks.

Response: The Company currently does not anticipate having non-U.S. operations or investments.  Accordingly, discontinuing the Company’s election to be regulated as a BDC under the 1940 Act should not have an impact on the Company’s foreign risk.  We note that upon becoming a bank holding company, all of the Company’s operations, including any future non-U.S. operations, would be subject to comprehensive consolidated regulation, supervision and examination by the Federal Reserve, including under the Bank Holding Company Act of 1956, the Federal Reserve Act and the Federal Reserve’s Regulation K, and the national bank and its subsidiaries by the OCC.  The Company would also be subject to the Bank Secrecy Act, anti-money laundering laws and regulations issued by the Office of Foreign Assets Control of the U.S. Department of the Treasury.

6.Consider bolding the second paragraph under the caption “Upon conversion, we will operate in a highly regulated environment, and if we are found to be in violation of any of the federal, state, or local laws or regulations applicable to us, our business could suffer.”

Response: The Company has taken the Staff’s suggestion under consideration, and has respectfully declined to bold the paragraph indicated.

7.Under the caption “Our shareholders would no longer have the protections of the 1940 Act upon the discontinuance of the Company’s election to be regulated as a BDC under the 1940 Act,” please consider adding that shareholders would no longer have the protection of a code of ethics that is applicable to the Company.

Response: As a company that is listed on The NASDAQ Stock Market, the Company is required to maintain a code of conduct applicable to all directors, officers and employees, and that code of conduct must comply with the definition of a “code of ethics” under Section 406(c) of the Sarbanes-Oxley Act of 2002 (“the Sarbanes-Oxley Act”) and any regulations promulgated thereunder by the SEC.  (See NASDAQ Marketplace Rules, Rule 4350(n); 17 C.F.R. 228.406; 17 C.F.R. 229.406.)  As a result, even if the Company is no longer regulated as a BDC, the Company’s code of conduct is required to include such standards as are reasonably necessary to promote the ethical handling of conflicts of interest, full and fair disclosure, and compliance with laws, rules and regulations, as specified by the Sarbanes-Oxley Act. Additionally, if the Company converts to a bank holding company, the Company would be required to update its code of conduct to address the prudential regulation and supervision from the Federal Reserve and the OCC. As a result, the Company believes that the code of conduct required under the NASDAQ Marketplace Rules will provide protection to shareholders that is largely equivalent to the requirements applicable to BDCs under the 1940 Act, and has declined to disclose that shareholders would no longer have the protections of a code of ethics.

8.On a supplemental basis, please provide the proposed proxy card related to Proposal 1 and Proposal 2.

Response: The Company has provided the proposed proxy card on a supplemental basis herewith.

 U.S. Securities and Exchange Commission

May 2, 2022

Page 4

*          *          *

If you have any questions or additional comments concerning the foregoing, please contact Dwaune Dupree at (202) 383-0206 or me at (202) 383-0218.

                            Sincerely,

                            /s/ Cynthia M. Krus

                            Cynthia M. Krus

CORRESP
1
filename1.htm

        Eversheds Sutherland (US) LLP

        700 Sixth Street, NW, Suite 700

        Washington, DC 20001-3980

        D: +1 202.383.0218

        F: +1 202.637.3593

        cynthiakrus@

        eversheds-sutherland.com

June 8, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Attention: Jeffrey Foor / Tony Burak

100 F Street, N.E.

Washington, D.C. 20549

 Re: Newtek Business Services Corp.

Registration Statement on Form N-2

(File No. 333-237974)

Dear Messrs. Foor and Burak:

On behalf of Newtek Business Services Corp.
(the “Company”), set forth below are the Company’s responses to the oral comments provided by the
Staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission
(the “SEC”) regarding the Company’s Registration Statement on Form N-2 (File No. 333-237974) and
the prospectus contained therein (the “Prospectus”). The Staff’s comments are set forth below in
bold italics and are followed by the Company’s responses.

Legal Comments

 1. Please update the Prospectus to reflect the Company’s net asset value as of March 31, 2020.

Response:
The Company has revised the disclosure accordingly.

 2. On page 17, in the risk factor titled “Economic recessions or downturns could impair our portfolio companies and
harm our operating results,” the Company states that certain economic events “could prevent us from increasing investments
and harm our operating results.” If such events could cause the Company to reduce, suspend, defer, or change the composition
of its distributions, please add language to the risk factors addressing such events.

Response:
The Company refers the Staff to the risks factor entitled “Due to the COVID-19 pandemic or other disruptions in the economy,
we may not be able to increase our dividends and may reduce or defer our dividends and choose to incur US federal excise tax in
order preserve cash and maintain flexibility” included in the Prospectus. In that risk factor, the Company states that “[d]ue
to the COVID-19 pandemic or other disruptions in the economy, we may take certain actions with respect to the timing and amounts
of our distributions in order to preserve cash and maintain flexibility.  For example, we may not be able to increase our
dividends.  In addition, we may reduce our dividends and/or defer our dividends to later in the year or the following taxable
year.  If we defer our dividends, we may choose to utilize the spillover dividend rules discussed above and incur the 4% U.S.
federal excise tax on such amounts.  To further preserve cash, we may combine these reductions or deferrals of dividends with
one or more distributions that are payable partially in our stock . . . .”

Eversheds Sutherland (US) LLP is part of a global legal practice,
operating through various separate and distinct legal entities, under Eversheds Sutherland. For a full description of the structure
and a list of offices, please visit www.eversheds-sutherland.com.

        U.S. Securities and Exchange Commission

        June 8, 2020

        Page 2

 3. Please advise the Staff if the Company is able to use proceeds from any offering to pay distributions or if all distributions
must be made from investment income. If the Company is able to use proceeds from any offering to pay distributions, please include
disclosure regarding the Company’s ability to fund distributions with offering proceeds.

Response:
The Company respectfully advises the Staff that it may use offering proceeds to fund distributions. The Company has included the
following risk factor in the Prospectus:

Distributions on our common stock may exceed
our taxable earnings and profits. Therefore, portions of the distributions that we pay may represent a return of capital to you.
A return of capital is a return of a portion of your original investment in shares of our common stock. As a result, a return of
capital will (i) lower your tax basis in your shares and thereby increase the amount of capital gain (or decrease the amount
of capital loss) realized upon a subsequent sale or redemption of such shares, and (ii) reduce the amount of funds we have
for investment in portfolio companies. We have not established any limit on the extent to which we may use offering proceeds to
fund distributions.

We may pay our distributions
from offering proceeds, which may constitute a return of your capital and will lower your tax basis in your shares, thereby increasing
the amount of capital gain (or decreasing the amount of capital loss) realized upon a subsequent sale or redemption of such shares,
even if such shares have not increased in value or have, in fact, lost value.

Accounting Comments

 1. The Company states that the joint venture was funded during the past year. Please include the expenses of the joint venture
in the Fees and Expenses table on page 14 of the Prospectus. Such expenses should be included in the “acquired funds fees
and expenses” line item pursuant to Item 3, instruction 10 of Form N-2.

Response:
The Company has revised the disclosure to reflect 0.61% of expenses in the acquired funds fees and expenses line item. The accompanying
footnote has been revised to state as follows:

“Our stockholders
indirectly bear the expenses of underlying funds or other investment vehicles that would be investment companies under section 3(a)
of the Investment Company Act but for the exceptions to that definition provided for in sections 3(c)(1) and 3(c)(7) of the
Investment Company Act in which we invest. This amount is estimated based on the estimated annual fees and operating expenses,
including interest expense, of Newtek Conventional Lending, LLC, our joint venture with BlackRock TCP Capital Corp., as of March 31,
2020.”

 2. In Part C – Item 25 of the Registration Statement, the Company states that “[t]he financial statements of
Newtek Business Services Corp. as of December 31, 2019 and December 31, 2018 and for each of the five years in the period ended
December 31, 2019 have been incorporated by reference in this registration statement in “Part A—Information Required
in a Prospectus.” Please revise the statement to reflect that the financial statements include each of the three years in
the period ended December 31, 2019.

Response: The Company has revised the
disclosure accordingly.

        U.S. Securities and Exchange Commission

        June 8, 2020

        Page 3

 3. Please confirm the expense item interest payments on borrowed funds disclosed in the Fees and Expenses table on page
14 of the Prospectus is accurate. We note that the interest expense disclosed in the Company’s last registration statement
was higher even though the Company previously had less outstanding debt.

Response:
The Company respectfully advises the Staff that the expense item interest payments on borrowed funds is accurate, and reflected
the Company’s estimate of its interest expense based on its actual interest as a percentage of net asset value (“NAV”)
as of December 31, 2019. The Company has revised this item of expense to reflect the Company’s estimate of its interest expense
based on actual interest as a percentage of NAV as of March 31, 2020.

 4. Please confirm that the Senior Securities table, as incorporated by reference from the Company’s Annual Report
on Form 10-K filed on March 16, 2020, accurately reflects the asset coverage amount that relates to the 2024 Notes.

Response:
The Company respectfully advises the Staff that the asset coverage ratio per unit column for the 2024 Notes should reflect $12,044.
The Company will correct this figure on a going forward basis.

 5. Please explain supplementally whether the Company will be able to satisfy any unfunded commitments as they come due,
and how the Company plans to satisfy such unfunded commitments.

Response:
The Company hereby confirms to the Staff that it believes that its assets provide adequate coverage to satisfy all of the Company’s
unfunded commitments. The Company may use its cash, liquidate a cash equivalent or draw on its credit facility in order to satisfy
any such unfunded commitments.

 6. Please explain supplementally whether there is any commitment to fund the joint venture moving forward.

Response:
The Company has a commitment to fund 50% of the remaining portions of the joint venture investments that were not fully funded
by the joint venture at origination. As of March 31, 2020, this amounted to an approximately $1.35 million commitment.

 7. Please confirm that any unfunded commitments are accounted for in accordance with ASC 820.

Response:
The Company confirms unfunded commitments are accounted for in accordance with ASC 820. In its Quarterly Report on Form 10-Q for
the quarter ended March 31, 2020, the Company included unfunded commitments of the joint venture which were measured at the joint
venture’s net asset value.

 8. Please confirm that, in future filings, any unfunded commitments, and the amount of such commitments, will be shown separately
in the Company’s Notes to the Financial Statements. For more information, please see the January 2006 AICPA Expert Panel
Meeting.

Response:
The Company acknowledges the Staff’s comment and confirms to the Staff that it will separately show any unfunded commitments
and the amount of such commitments in the Company’s Notes to the Financial Statements on a going forward basis.

        U.S. Securities and Exchange Commission

        June 8, 2020

        Page 4

 9. Please explain the extent to which the Company invests in covenant-lite loans and consider whether the Company’s
risk disclosures are adequate.

Response:
The Company respectfully advises the Staff that the SBA 7(a) loans issued by NSBF do not contain a full set of financial covenants
and, therefore, may be considered “covenant-lite” loans. The Company has revised the Prospectus to include the following
risk factor:

The SBA 7(a) loans issued by NSBF may be considered
“covenant-lite” loans, which may provide NSBF with fewer rights against borrowers and may have a greater risk of loss
compared to investments with financial maintenance covenants.

The SBA 7(a) loans
issued by NSBF generally do not contain financial maintenance covenants and, therefore, may be considered to be “covenant-lite”
loans.  Covenants are contractual restrictions that lenders place on companies to limit the corporate actions a company may
pursue, and lenders generally use financial covenants to proactively address materially adverse changes in a borrowers company's
financial performance.  The term "covenant-lite" generally refers to loans that do not have a complete set
of financial maintenance covenants. Generally, "covenant-lite" loans provide borrower companies more freedom to negatively
impact lenders because their covenants are incurrence-based, which means they are only tested and can only be breached following
an affirmative action of the borrower, rather than by a deterioration in the borrower's financial condition. Since the SBA 7(a)
loans issued by NSBF generally may be considered “covenant-lite” loans, NSBF may have fewer rights against a borrower
and may have a greater risk of loss on such investments as compared to investments in or exposure to loans with financial maintenance
covenants.

The Company also
has revised the Prospectus to note that the SBA 7(a) loans may be considered “covenant-lite” loans.

 10. The following comments pertain to the Company’s Consolidated Schedule of Investments, as incorporated by reference
from the Company’s Annual Report on Form 10-K filed on March 16, 2020 (the “Schedule of Investments”):

 a. Please clarify whether any of the Company’s holdings are payment-in-kind or “PIK.” If the Company’s
PIK income exceeds 5%, please add separate disclosure in the Statement of Operations.

Response:
The Company confirms that none of its holdings are PIK.

 b. The Schedule of Investments includes the Company’s investment in CDS Business Services, Inc., including the term
loan, international professional marketing and the line of credit, but no par value is associated with these loans. Please explain
on a supplemental basis why the Company did not list a par value for these investments.

Response:
The Company respectfully advises the Staff that there were no outstanding balances on these loans as of December 31, 2019. Regarding
the term loan to CDS, the loan was outstanding during 2019, but had been repaid as of December 31, 2019. On a go forward basis,
the CDS term loan will be removed from the Schedule of Investments. The International Professional Marketing line of credit available
to the borrower, and remains an outstanding loans, but had a zero outstanding balance at December 31, 2019.

        U.S. Securities and Exchange Commission

        June 8, 2020

        Page 5

 c. On page F-141, there is a reference to footnote 19, but footnote 19 has been omitted from the Schedule of Investments.
On a supplemental basis, please either provide the disclosure that corresponds with footnote 19, or confirm that the reference
to footnote 19 may be deleted.

Response:
The Company respectfully advises the Staff that it believes footnote 19 was omitted as the result of a processing error. Footnote
19 should state as follows: “6.04% owned by Wilshire Holdings I, Inc. (a subsidiary of Newtek Business Services Corp.).”
The Company will include in future filing on a go forward basis.

 d. The Schedule of Investments uses two footnotes to denote a restricted security: “+” and “(25)”.
Please delete one and confirm that the footnote is used consistently throughout the Schedule of Investments.

Response:
The Company acknowledges the Staff’s comment and confirms to the Staff that it will revise the Schedule of Investments on
a going forward basis.

 e. Footnote 11 states, “100% owned by NBSH Holdings, LLC (a subsidiary of Newtek Business Services Holdco 1, Inc.,
a subsidiary of Newtek Business Services Corp.). Premier was merged with NMS at December 31, 2018.” Please revise footnote
11 to clarify how these two sentences relate to one another.

Response:
The Company respectfully advises the Staff that the reference to Premier was included because both NMS and Premier were previously
reported as wholly-owned subsidiaries or NHSH Holdings, LLC. On a going forward basis, the Company will remove the reference to
Premier.

 f. Footnote 23 states, “The fair value of the investment was determined using significant unobservable inputs”
but footnote 23 does not appear within the Schedule of Investments. Please confirm whether this footnote should be included, and
delete it if it not necessary.

Response:
The Company acknowledges the Staff’s comment and confirms to the Staff that it will remove footnote 23 on a going forward
basis as the # denotes all investments using significant unobservable inputs.

 g. EMCAP Loan Holdings, LLC is identified as a restricted security. On a supplemental basis, please disclose the acquisition
date of the Company’s investment in EMCAP Loan Holdings, LLC.

Response:
The Company respectfully advises the Staff that the initial acquisition date for EMCAP Loan Holdings, LLC was April 25, 2018, and
a second investment was made on July 3, 2018. The Company will include the initial acquisition dates for restricted securities
on a going forward basis.

        U.S. Securities and Exchange Commission

        June 8, 2020

        Page 6

 h. Footnote 26 states, “Under the Investment Company Act of 1940, as amended, the Company may not acquire any non-qualifying
assets unless, at the time the acquisition is made, qualifying assets represent at least 70% of the Company’s total assets.
At December 31, 2019, 7.1% of total assets are non-qualifying assets.” In future filings, please specifically identify the
holdings that are non-qualified.

Response:
The Company acknowledges the Staff’s comment and confirms to the Staff that it will revise the Schedule of Investments

CORRESP
1
filename1.htm

    Eversheds
                                         Sutherland (US) LLP

        700
        Sixth Street, NW, Suite 700

        Washington, DC 20001-3980

        D:
        +1 202.383.0218

        F: +1 202.637.3593

        cynthiakrus@eversheds-sutherland.com

May
4, 2020

Via
EDGAR

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

 Re: Newtek
                                         Business Services Corp. – Registration Statement on Form N-2

Dear
Sir/Madam:

On
behalf of Newtek Business Services Corp. (the “Company”), we hereby respectfully request that the staff
of the Securities and Exchange Commission (the “Commission”) afford the Company’s Registration
Statement on Form N-2, filed with the Commission on May 1, 2020 (the “Registration Statement”), a selective
review in accordance with Securities Act Release No. 6510 (February 15, 1984).

The
disclosure contained in the Registration Statement contains no material changes from the disclosure included in the Post-Effective
Amendment No. 5 to the Company’s registration statement on Form N-2 (File No. 333-224976), filed with the Commission on
July 3, 2019, and declared effective on July 3, 2019 (the “Post-Effective Amendment”), except: (i) revisions
reflecting material developments relating to the Company since the effective date of the Post-Effective Amendment, and (ii) the
incorporation by reference of annual audited financial statements and related financial data for the year ended December 31, 2019,
together with disclosure relating thereto.

If
you have any questions or comments regarding the Registration Statement, please do not hesitate to contact me at (202) 383-0218
or Dwaune Dupree at (202) 383-0206.

*
*     *

    Sincerely,

    /s/ Cynthia M. Krus

    Cynthia M. Krus

Eversheds
Sutherland (US) LLP is part of a global legal practice, operating through various separate and distinct legal entities, under
Eversheds Sutherland. For a full description of the structure and a list of offices, please visit
www.eversheds-sutherland.com.

CORRESP
1
filename1.htm

    Eversheds
                                         Sutherland (US) LLP

        700
        Sixth Street, NW, Suite 700

        Washington, DC 20001-3980

        D:
        +1 202.383.0218

        F: +1 202.637.3593

        cynthiakrus@

        eversheds-sutherland.com

July
3, 2019

VIA
EDGAR

U.S.
Securities and Exchange Commission

Attention:
John M. Ganley / Tony Burak

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Newtek
    Business Services Corp.

    Registration
    Statement on Form N-2

    (File
    No. 333-224976)

Dear
Messrs. Ganley and Burak:

On
behalf of Newtek Business Services Corp. (the “Company”), set forth below are the Company’s responses
to the oral comments provided by the Staff of the Division of Investment Management (the “Staff”) of
the Securities and Exchange Commission (the “SEC”) regarding the Company’s Registration Statement
on Form N-2 (File No. 333-224976) and the prospectus contained therein (the “Prospectus”). The Staff’s
comments are set forth below in bold italics and are followed by the Company’s responses.

Legal
Comments

 1. On
                                         the inside cover page, please ensure that the font is at least 10 point.

Response:
The Company will ensure that the font is at least 10 point on the inside cover page.

 2. In the “Our Business” and “SBA 7(a) Lending” sections of the prospectus summary, please provide
a statement regarding the quality of the loans in which the Company invests.

Response:
The Company has added the following disclosure:

Our
portfolio consists primarily of debt and equity investments in smaller privately-owned companies. Investing in these types of
companies involves a number of significant risks. Typically, the debt in which we invest is not initially rated by any rating
agency; however, we believe that if such investments were rated, they would be below investment grade. Below investment grade
securities, which are often referred to as “high yield” or “junk,” have predominantly speculative characteristics
with respect to the issuer’s capacity to pay interest and repay principal. See “Risk Factors – Risks Related
to Our Investments Generally – An investment strategy focused primarily on smaller privately held companies involves a high
degree of risk and presents certain challenges, including the lack of available information about these companies, a dependence
on the talents and efforts of only a few key portfolio company personnel and a greater vulnerability to economic downturns”
in this prospectus.

    Eversheds Sutherland (US) LLP is part of a global legal practice, operating through various separate and distinct legal entities, under Eversheds Sutherland.  For a full description of the structure and a list of offices, please visit www.eversheds-sutherland.com.

        U.S. Securities and Exchange Commission

        July 3, 2019

        Page 2

 3. On
                                         page 3 of the prospectus, please indicate the size of each portfolio company as a percentage
                                         of the Company’s total assets in the diagram of the Company’s organizational
                                         structure.

Response:
The Company has revised the disclosure accordingly.

 4. On
                                         page 3 of the prospectus, please include the acronym for each portfolio company in the
                                         diagram of the Company’s organizational structure.

Response:
The Company has revised the disclosure accordingly.

 5. Please
                                         perform an analysis of whether the Company’s joint venture, Newtek Conventional
                                         Lending, LLC (the “JV”), is a company that is excluded from the definition
                                         of an investment company under either Section 3(c)(1) or Section 3(c)(7) of the Investment
                                         Company Act of 1940 (the “1940 Act”). Additionally, to the extent that such
                                         company is excluded from the definition of an investment company under either Section
                                         3(c)(1) or Section 3(c)(7) of the 1940 Act, please include any acquired fund fees and
                                         expenses in the Fees and Expenses table.

Response:
The Company respectfully informs the Staff that the JV is a newly-formed company that has not yet engaged in significant business
activities. To the extent that the JV engages in business activities in the future, the Company will analyze whether it is excluded
from the definition of an investment company under either Section 3(c)(1) or Section 3(c)(7) of the 1940 Act, and, if so, include
any acquired fund fees and expenses in the Fees and Expenses table.

 6. On
                                         page 6 of the prospectus supplement, please either revise or provide supplemental support
                                         for the statement that “We believe that our internally managed structure provides
                                         us with a lower cost operating expense structure, when compared to other publicly traded
                                         and privately-held investment firms which are externally managed, and allows us the opportunity
                                         to leverage our non-interest operating expenses as we grow our investment portfolio.”

Response:
“The Company has revised the disclosure to delete the aforementioned sentence.”

        U.S. Securities and Exchange Commission

        July 3, 2019

        Page 3

 7. The
                                         Company has securitization notes and a Related Party RLOC that are based on LIBOR. Please
                                         add a risk factor related to the transition risk involved in LIBOR-based loans.

Response:
The Company has added the following risk factor:

To
the extent that our securitization notes and Related Party RLOC extend beyond 2021, the interest rates for these obligations might
be subject to change based on recent regulatory changes

LIBOR,
the London Interbank Offered Rate, is the basic rate of interest used in lending transactions between banks on the London interbank
market and is widely used as a reference for setting the interest rate on loans globally. The interest rates of our securitization
notes and Related Party RLOC are calculated using LIBOR.

On
July 27, 2017, the United Kingdom’s Financial Conduct Authority, which regulates LIBOR, announced that it intends to
phase out LIBOR by the end of 2021. It is unclear if at that time whether LIBOR will cease to exist or if new methods of calculating
LIBOR will be established such that it continues to exist after 2021. The U.S. Federal Reserve, in conjunction with the Alternative
Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, is considering replacing U.S.
dollar LIBOR with a new index calculated by short term repurchase agreements, backed by Treasury securities. The future of LIBOR
at this time is uncertain. If LIBOR ceases to exist, we may need to renegotiate any agreements extending beyond 2021 that utilize
LIBOR as a factor in determining the interest rate to replace LIBOR with the new standard that is established, which may have
an adverse effect on our ability to receive attractive returns.

 8. On page 265 of the prospectus, please add a plain English explanation of the effect of shareholders adopting a 150% asset
coverage ratio.

Response:
The Company has added the following disclosure:

“In
other words, the Company may borrow $2 for investment purposes for every $1 of investor equity.”

 9. On
                                         page 272 of the prospectus, under the caption “Determinations in Connection with
                                         Future Offerings,” please state whether the Company has authority to issue shares
                                         below current net asset value, and, if so, the process for doing so. Please also make
                                         clear which determinations the Company’s board must make in absence of the authority
                                         to issue shares below current net asset value.

Response:
The Company has revised the disclosure as follows:

“At
a Special Meeting of Stockholders on July 26, 2018, our common stockholders approved a proposal that allowed us to issue common
stock at a discount from our NAV per share, effective from the date of approval until June 14, 2019, the date of the 2019 annual
meeting of our stockholders. We have requested that stockholders approve a similar proposal that would allow us to issue common
stock at a discount from our NAV per share at a special meeting of shareholders, which we expect to take place on August 2, 2019.
If the proposal is approved, in connection with a future offering, we may issue shares of common stock at a discount from our
NAV if the majority of our non-interested directors approve and determine that such issuance is in the Company’s and shareholders’
best interests, and subject to certain limitations, including that the number of shares sold may not exceed 20% of the Company’s
then outstanding common stock.

In
the absence of stockholder approval to issue shares at a discount to NAV, in connection with future offerings of shares of our
common stock, our Board or an authorized committee thereof will be required to make a good faith determination that we are not
selling shares of our common stock at a price below the then current net asset value of our common stock at the time at which
the sale is made.”

        U.S. Securities and Exchange Commission

        July 3, 2019

        Page 4

 10. On
                                         page 312 of the prospectus, under the caption “Incorporation of Certain Information
                                         by Reference,” please include the Company’s Form 10-K/A filed April 1, 2019.

Response:
The Company has revised the disclosure accordingly.

Accounting
Comments

 1. On page 21 of the prospectus, please consider deleting footnote 4.

Response:
The Company has revised the disclosure to delete footnote 4.

 2. On page 61 of the prospectus, please confirm that the table entitled “Distribution by Days Delinquent” as of
December 31, 2018 includes all of the Company’s SBA 7(a) loans.

Response:
The Company confirms that the aforementioned table includes all of the Company’s SBA 7(a) loans as of December 31, 2018.

 3. On a supplemental basis, please state whether the JV has been funded.

Response:
The Company respectfully informs the Staff that the JV had not been funded as of March 31, 2019. In the second quarter of 2019,
however, the Company and BlackRock TCP Capital Corp. made capital contributions to the JV to pay JV expenses and to fund a single
loan.

 4. In future filings, in the footnotes to the Consolidated Schedule of Investments, please state the applicable rate for
LIBOR.

Response:
In future filings, the Company will state the applicable rate for LIBOR in footnotes to the Consolidated Schedule of Investments.

 5. In the Consolidated Schedule of Investments, note that certain investments appear to be aggregated. In future filings,
please list all investments separately.

Response:
In future filings, the Company will list all investments separately in the Consolidated Schedule of Investments.

 6. In future filings, please specifically indicate which investments have fair values that were determined using significant
unobservable inputs.

Response:
In future filings, the Company will specifically indicate the investments that have fair values that were determined using significant
unobservable inputs.

 7. In future filings, please specifically indicate which investments are restricted securities.

Response:
In future filings, the Company will specifically indicate the investments that are restricted securities.

*                 *                  *

    U.S.
        Securities and Exchange Commission

        July
        3, 2019

        Page
        5

If
you have any questions or additional comments concerning the foregoing, please contact the undersigned at (202) 383-0218.

    Sincerely,

    /s/
    Cynthia M. Krus

    Cynthia
    M. Krus

CORRESP
1
filename1.htm

    Eversheds
                                         Sutherland (US) LLP

        700
        Sixth Street, NW, Suite 700

        Washington, DC 20001-3980

        D:
        +1 202.383.0218

        F: +1 202.637.3593

        cynthiakrus@

        eversheds-sutherland.com

July
1, 2019

VIA
EDGAR

U.S.
Securities and Exchange Commission

Attention:
Deborah O’Neal

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Newtek
    Business Services Corp.

    Preliminary
    Proxy Statement – PRE 14A (filed June 20, 2019)

Dear
Mr. O’Neal:

On
behalf of Newtek Business Services Corp. (the “Company”), set forth below are the Company’s responses
to the oral comments provided by the Staff of the Division of Investment Management (the “Staff”) of
the Securities and Exchange Commission (the “SEC”) regarding the Company’s Preliminary Proxy Statement
on Schedule 14A, filed June 20, 2019. The Staff’s comments are set forth below in bold italics and are followed by the Company’s
responses.

    1.
    In
    each place it is used, please remove “on any given date” from the phrase “[s]ubject to the condition that
    the cumulative number of Common Shares sold on any given date does not exceed 20% of its then outstanding Common Shares immediately
    prior to each such sale . . .” to clarify the limitation on the shares that the Company would be authorized to sell
    below then current net asset value.

    Response:
    In each place it is used, the Company has clarified the aforementioned phrase as follows:  “Subject to the
    condition that the cumulative number of Common Shares issued and sold pursuant to such authority does not exceed 20% of the
    Company’s then outstanding Common Shares immediately prior to each such sale. . .”

    2.
    Please
    emphasize (by using bolded, italicized, or underlined font) the following phrase: “there will be no limit on the percentage
    below NAV at which our Common Shares may be sold in an offering by the Company under this Proposal 1.”

    Response:
    The Company has emphasized the aforementioned phrase in bolded and underlined font.

*
*          *

If
you have any questions or additional comments concerning the foregoing, please contact the undersigned at (202) 383-0218.

    Sincerely,

    /s/
    Cynthia M. Krus

    Cynthia
    M. Krus

    Eversheds
    Sutherland (US) LLP is part of a global legal practice, operating through various separate and distinct legal entities, under
    Eversheds Sutherland.  For a full description of the structure and a list of offices, please visit www.eversheds-sutherland.com.

CORRESP
1
filename1.htm

    Eversheds Sutherland (US) LLP

700 Sixth Street, NW, Suite 700

Washington, DC 20001-3980

D: +1 202.383.0218

F: +1 202.637.3593

cynthiakrus@

eversheds-sutherland.com

May 16, 2019

Via EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:  Newtek Business Services Corp. - Post-Effective Amendment No. 4 to the Registration
Statement on Form N-2

Dear Sir/Madam:

On behalf of Newtek Business Services
Corp. (the “Company”), we hereby respectfully request that the staff of the Securities and Exchange Commission
(the “Commission”) afford Post-Effective Amendment No. 4 to the Company’s Registration Statement
on Form N-2 (File No. 333-224976), filed with the Commission on May 16, 2019 (the “Post-Effective Amendment”),
a selective review in accordance with Securities Act Release No. 6510 (February 15, 1984).

The disclosure contained
in the Post-Effective Amendment contains no material changes from the disclosure included in the Company’s registration statement
on Form N-2 (File No. 333-224976), initially filed with the Commission on May 16, 2018, and declared effective, as amended, on
June 26, 2018 (the “Initial Registration Statement”), except: (i) revisions reflecting material developments
relating to the Company since the effective date of the Initial Registration Statement, (ii) the inclusion of annual audited financial
statements and related financial data for the year ended December 31, 2018, together with disclosure relating thereto, and (iii)
the inclusion of unaudited financial statements and related financial data for the quarterly period ended March 31, 2019, together
with disclosure relating thereto.

If you have any questions or comments
regarding the Registration Statement, please do not hesitate to contact me at (202) 383-0218 or Dwaune Dupree at (202) 383-0206.

* * *

    Sincerely,

    /s/ Cynthia M. Krus

    Cynthia M. Krus

    Eversheds Sutherland (US) LLP is part of a global legal
    practice, operating through various separate and distinct legal entities, under Eversheds Sutherland.  For a full
    description of the structure and a list of offices, please visit www.eversheds-sutherland.com.

CORRESP
1
filename1.htm

        Eversheds Sutherland (US) LLP

        700 Sixth Street, NW, Suite 700

        Washington, DC 20001-3980

        D: +1 202.383.0218

        F: +1 202.637.3593

        cynthiakrus@

        eversheds-sutherland.com

June 26, 2018

VIA EDGAR

U.S. Securities and Exchange Commission

Attention: James O’Connor / Anthony Burak

100 F Street, N.E.

Washington, D.C. 20549

 Re: Newtek Business Services Corp.

Registration Statement on Form N-2

(File No. 333-224976)

Dear Messrs. O’Connor and Burak:

On behalf of Newtek Business Services Corp.
(the “Company”), set forth below are the Company’s responses to the oral comments provided by the
Staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission
(the “SEC”) regarding the Company’s Registration Statement on Form N-2 (File No. 333-224976) and
the prospectus contained therein (the “Prospectus”). The Staff’s comments are set forth below in
bold italics and are followed by the Company’s responses.

Legal Comments

 1. Please clarify that adopting the 150% coverage requirement will enable the Fund to double its leverage from the current
200% coverage requirement. On page 29, please also include a second leverage table that describes the effects on NAV of various
returns on investment using the same assumptions as the current table, but with senior securities covered at 150%, and cross reference
the table when discussing the leverage increase.

Response:
The Company has updated disclosure accordingly.

 2. In Risk Factor entitled “Our portfolio companies may, from time to time, be involved in various legal matters, including
the currently pending case — Federal Trade Commission v. WV Universal Management, LLC et al., which may have an adverse effect
on their operations and/or financial condition,” please provide a succinct plain English summary of the FTC’s claims
against WV Universal Management, LLC.

Response:
The Company has added the following disclosure:

On October 29, 2012,
the Federal Trade Commission (“FTC”) filed a complaint – Federal Trade Commission v. WV Universal Management,
LLC (the “Complaint”) – in the United States District Court for the Middle District of Florida (the “Court”).
The Complaint alleged that that two related merchants, who were accounts of UPS, and the principals of the merchants, and the independent
sales agent who brought the merchants to UPS (collectively, not including UPS, the “Merchant Defendants”), violated
the Federal Trade Commission Act and the Telemarketing and Consumer Fraud and Abuse Prevention Act (collectively, the “Acts”)
by engaging in various deceptive acts and/or practices in connection with the merchants’ telemarketing of its debt relief
and credit card interest rate reduction services. Specifically, among other charges, the Complaint alleges that the Merchant Defendants
improperly charged consumers for their services, misrepresented material aspects of their debt relief services to consumers and
made outbound calls to persons in violation of one or more of the Acts, including to persons on the Do Not Call Registry.

    Eversheds
                                         Sutherland (US) LLP is part of a global legal practice, operating through various separate
                                         and distinct legal entities, under Eversheds Sutherland. For a full description of the
                                         structure and a list of offices, please visit www.eversheds-sutherland.com.

U.S. Securities and Exchange Commission

June 26, 2018

Page 2

 3. On Page 99, please define the acronym “SMB.”

Response:
The Company has revised the disclosure accordingly.

 4. On Page 102, please update the disclosure to reflect that the Company’s securitization notes have received A, BBB,
and BBB- ratings.

Response:
The Company has revised the disclosure accordingly.

 5. On page 109, please confirm, on a supplemental basis, whether the Company believes that the following statement remains
accurate after the amendments to the Dodd-Frank Act: “While many SMBs were previously able to raise debt financing through
traditional large financial institutions, we believe this approach to financing will continue to be constrained for several years
as continued implementation of U.S. and international financial reforms, such as Basel III, phase in and rules and regulations
are promulgated under the Dodd-Frank Wall Street Reform and Consumer Protection Act.”

Response:
The Company has revised the disclosure by removing the reference to the Dodd-Frank Act.

 6. On page 262, please confirm that there is no missing information in the table showing the Company’s outstanding
equity awards at 2017 year end.

Response:
The Company confirms that there were no outstanding equity awards of the end of the 2017 fiscal year. The Company has revised the
disclosure to clarify that zero (0) awards were outstanding as of December 31, 2017.

U.S. Securities and Exchange Commission

June 26, 2018

Page 3

Accounting Comments

 1. In the Financial Highlights section, please include the footnote that corresponds to the item entitled “Ratio of
expenses to average net assets.”

Response:
The Company has updated the footnote that corresponds to the item entitled “Ratio of expenses to average net assets”
with the following footnote:

“Annualized
for the three months ended March 31, 2018”

 2. On the Senior Securities Table, on the item entitled “Note due 2023,” please reflect the date as of which the
amount is shown.

Response:
The Company has updated the disclosure accordingly.

 3. On page 280, in the section entitled “Impact on Existing Shareholders Who do Not Participate in an Offering
of Common Stock,” please change the figure 983,053 to 928,053.

Response:
The Company has revised the disclosure accordingly.

 4. Please explain why UPSW’s financials are unaudited for its 2017 fiscal year. In doing so, please include the Company’s
analysis of materiality under Regulation S-X and any specific calculations performed by the Company.

Response:
UPSW’s financial statements for 2017 were not audited as they did not meet or exceed the 20% threshold for the investment,
asset or income test set forth in Rule 1-02(w) of Regulation S-X. The 20% threshold was met in 2015 and 2016 and audited financials
were included as exhibits. It is not anticipated the UPSW will meet the criteria of a significant unconsolidated subsidiary
in the future. See 2017 calculation below:

Investment Test:

Investment in UPSW
- $80,000,000

Consolidated Assets
- $519,611,000

% of Consolidated
Assets – 15.4%

Asset Test:

Total Assets of
UPSW - $27,443,000

Consolidated Assets
- $519,611,000

% of Consolidated
Assets – 5.28%

Income Test:

Income from UPSW
- $7,100,000

Consolidated Income
- $38,914,000

% of Consolidated
Assets – 18.25%

U.S. Securities and Exchange Commission

June 26, 2018

Page 4

 5. On the Company’s Schedule of Investments, pursuant to footnote 9 of Rule 12-12 of Regulation S-X, please indicate
by an appropriate symbol each issue of securities whose value was determined using significant unobservable inputs.

Response:
The Company acknowledges the Staff’s comments, and will provide such information on a going-forward basis beginning with
the Company’s quarterly report on Form 10-Q for the quarter ending June 30, 2018.

 6. On a supplemental basis, please explain why the Company’s Schedule of Investments includes two investments, Advanced
Cyber Security Systems, LLC and Titanium Asset Management LLC, that the Company is holding past those investments’ maturity
dates.

Response:
Advanced Cyber Security Systems is currently in default on its debt obligation to the Company and the maturity date has not been
extended. The Company is currently discussing liquidation of its investment in this business. The maturity date for the Company’s
investment in Titanium Asset Management was extended to December 6, 2018. The Company will update this disclosure accordingly.

 7. To the extent that the Company holds any restricted securities as defined in Rule 6-03(f) of Regulation S-X, please provide
the information required by footnote 8 of Rule 12-12 of Regulation S-X.

Response:
The Company acknowledges the Staff’s comment, and, beginning with the Company’s quarterly report on Form 10-Q for the
quarter ending June 30, 2018, the Company will include the disclosure required by footnote 8 to Rule 12-12 to the extent such disclosures
are applicable to the Company’s securities.

 8. On a going-forward basis, in the Portfolio Companies table, please ensure that any securities that are non-income producing
are identified as such.

Response: The Company acknowledges the
Staff’s comment, and notes that the Company has included such information on the Consolidated Schedule of Investments in
the Company’s Consolidated Financial Statements. The Company also will include such information in the Portfolio Companies
table on a going-forward basis.

 9. In Note 4 – Investments, in the Notes to Consolidated Financial Statements, please explain, on a supplemental basis,
why there is contingent consideration with respect to IPM and UCS. Additionally, please detail the Company’s accounting treatment
of such contingent consideration, and indicate any relevant U.S. GAAP guidance regarding such treatment.

Response:
The investments in both IPM and UCS included earnouts, or contingent consideration, as part of the agreed upon investment price.
The Company applies the rules under ASC 805 Business Combinations to account for the contingent liabilities. As such, the Company
fair values the contingent consideration liability on a quarterly basis based on the likelihood of the investee meeting certain
EBITDA thresholds. The change in the fair value of the contingent consideration liability each reporting period is included in
operating expenses in the Company’s consolidated statements of operations.

*             *             *

If you have any questions or additional comments concerning
the foregoing, please contact the undersigned at (202) 383-0218.

U.S. Securities and Exchange Commission

June 26, 2018

Page 5

    Sincerely,

    /s/ Cynthia M. Krus

    Cynthia M. Krus

CORRESP
1
filename1.htm

Newtek Business Services Corp.

1981 Marcus Avenue, Suite 130

Lake Success, New York 11042

June 26, 2018

VIA EDGAR

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549-4041

Attention: James O’Connor / Anthony Burak

    Re:
    Newtek Business Services Corp.

Pre-Effective Amendment No. 1
to Registration Statement on Form N-2

File No. 333-224976

Dear Messrs. O’Connor and Burak:

On behalf of Newtek Business Services Corp.
(the “Registrant”) and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended,
I hereby request acceleration of the effective date of the Pre-Effective Amendment No. 1 to the Registrant’s Registration
Statement on Form N-2 to 4:00 p.m. Eastern Time on June 26, 2018, or as soon thereafter as is practicable.

Should you have any questions concerning
this request, please contact me at (212) 356-9500 or, our counsel, Cynthia M. Krus, at Eversheds Sutherland (US) LLP at (202) 383-0218.

[Signature Page Follows]

    Sincerely,

    Newtek Business Services Corp.

    By:
    /s/ Barry Sloane

    Name: Barry Sloane

    Title: Chief Executive Officer and President

CORRESP
1
filename1.htm

    Eversheds Sutherland
        (US) LLP

        700 Sixth Street, NW,
        Suite 700

        Washington, DC 20001-3980

        D: +1 202.383.0218

        F: +1 202.637.3593

        cynthiakrus@

        eversheds-sutherland.com

June 22, 2018

VIA EDGAR

U.S. Securities and Exchange Commission

Attention: James O’Connor

100 F Street, N.E.

Washington, D.C. 20549

 Re: Newtek Business Services Corp.

Preliminary Proxy Statement – PRE
14A (filed June 13, 2018)

Dear Mr. O’Connor:

On behalf of Newtek Business Services Corp.
(the “Company”), set forth below are the Company’s responses to the oral comments provided by the
Staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission
(the “SEC”) regarding the Company’s Preliminary Proxy Statement on Schedule 14A, filed June 13,
2018. The Staff’s comments are set forth below in bold italics and are followed by the Company’s responses.

 1. On page 8, please clarify that the board has already approved an increase to the leverage that the Fund may incur, which
will occur in April 2019, but that, if shareholders approve proposal 2, the increase may begin to be implemented immediately.

Response:
The Company has revised disclosure accordingly.

 2. Please state whether the Board's decisions about manager compensation will take into account any increase in net income
to the Fund resulting from increased leverage. If so, please disclose the conflict of interest inherent in the proposal because
management will be incentivized to increase the Fund's leverage, despite the risks of doing so.

Response:
The Company respectfully informs that Staff that it does not believe that an inherent conflict of interest exists with respect
to management’s incentive to incur additional leverage if shareholders approve Proposal 2. Unlike externally managed BDCs,
which generally are compensated based, in part, on a BDC’s gross assets, the Company is an internally managed BDC. As such,
the Company’s management’s compensation is determined by the Company’s Compensation, Corporate Governance, and
Nominating Committee (the “Committee”), which is composed entirely of non-interested directors. Management’s
compensation is not directly related to the Company’s gross assets. Rather, the Committee bases its compensation decisions
on a number of factors, including long-term growth and performance of the Company. Thus, in addition to Management’s compensation
being independent from the amount of the Company’s gross assets, we believe that the non-interested directors’ fiduciary
duties would be relevant to any compensation decision.

    Eversheds Sutherland (US) LLP is part of a global legal
    practice, operating through various separate and distinct legal entities, under Eversheds Sutherland.  For a full
    description of the structure and a list of offices, please visit www.eversheds-sutherland.com.

    U.S. Securities and Exchange
        Commission

        June 22, 2018

        Page 2

 3. On page 15, please disclose that, as a result of the SBCA, a BDC may be permitted to double the amount of leverage that
it could have incurred under former law.

Response:
The Company has revised the disclosure accordingly.

 4. On page 17, in the table of Estimated Annual Expenses, footnote 3 to such table, and the accompanying examples, please
ensure that the amounts reflected therein assume that the Company utilizes the maximum amount of leverage available pursuant to
the 150% asset coverage limitation.

Response:
The Company confirms that the amounts reflected the in the table, footnotes, and examples assume that the Company utilizes the
maximum amount of leverage available pursuant to the 150% asset coverage limitation.

 5. On page 19, please clarify that Sections 18(a) and 61(a), the Fund is prohibited from declaring any dividend or distribution
on the Fund’s stock, other than of its stock, or the repurchase of any stock unless at the time of the dividend or distribution
declaration or repurchase there is asset coverage (computed in accordance with Section 18(h) of at least 150% after deducting the
amount of the dividend or distribution.

Response:
The Company has revised the disclosure accordingly.

*            *            *

If you have any questions or additional comments concerning
the foregoing, please contact the undersigned at (202) 383-0218.

    Sincerely,

    /s/ Cynthia M. Krus

    Cynthia M. Krus

CORRESP
1
filename1.htm

        Eversheds Sutherland (US) LLP

        700 Sixth Street, NW, Suite 700

        Washington, DC 20001-3980

        D: +1 202.383.0218

        F: +1 202.637.3593

May 16, 2018

Via EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Newtek Business Services Corp. – Registration Statement on Form N-2

Dear Sir/Madam:

On behalf of Newtek
Business Services Corp. (the “Company”), we transmitted for filing under the Securities Act of 1933 (the “Securities
Act”) the Company’s registration statement on Form N-2 (the “Registration Statement”) on May 16, 2018 for
the registration of up to $300,000,000 of common stock, preferred stock, subscription rights to purchase shares of common stock,
warrants or debt securities of the Company.

The disclosure contained
in the Registration Statement contains no material changes from the disclosure included in the Company’s registration statement
on Form N-2 (File No. 333-212436), (i) initially filed with the Commission on July 8, 2016 and (ii) amended by the filing of pre-effective
amendments thereto on August 24, 2016 and August 25, 2016, and (iii) declared effective on August 19, 2015, and (iv) amended by
the filing of post-effective amendments on January 30, 2017, March 21, 2017, June 6, 2017, August 24, 2017, August 29, 2017, September
8, 2017, February 21, 2018, and March 23, 2018, except for the updating of financial information and certain other data.

If you have any questions or comments regarding the Registration
Statement, please do not hesitate to contact me at (202) 383-0218, or Dwaune Dupree at (202) 383-2026.

*        *        *

    Sincerely,

    /s/ Cynthia M. Krus

    Cynthia M. Krus

    Eversheds Sutherland (US) LLP is part of a global legal
    practice, operating through various separate and distinct legal entities, under Eversheds Sutherland.  For a full
    description of the structure and a list of offices, please visit www.eversheds-sutherland.com.

CORRESP
1
filename1.htm

    Eversheds Sutherland
        (US) LLP

        700 Sixth Street, NW,
        Suite 700

        Washington, DC 20001-3980

        D: +1 202.383.0218

        F: +1 202.637.3593

        cynthiakrus@

        eversheds-sutherland.com

August 23, 2017

VIA EDGAR

U.S. Securities and Exchange Commission

Attention: James O’Connor / Anthony Burak

100 F Street, N.E.

Washington, D.C. 20549

 Re: Newtek Business Services Corp.

Post-Effective Amendment No. 3 to Registration
Statement on Form N-2

(File No. 333-212436)

Dear Messrs. O’Connor and Burak:

On behalf of Newtek Business Services Corp.
(the “Company”), set forth below are the Company’s responses to the comments provided by the Staff
of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the
“SEC”) regarding Post-Effective Amendment No. 3 to the Company’s Registration Statement on Form
N-2 (File No. 333- 212436) and the prospectus contained therein (the “Prospectus”). The Staff’s
comments are set forth below in bold italics and are followed by the Company’s responses.

Legal Comments

 1. On the cover page, please disclose the Company’s net asset value (“NAV”) and premium/discount to NAV
as of a recent date.

Response:
The Company has revised the disclosure accordingly.

 2. On page 2, please disclose the date that the Company elected to be regulated as a business development company.

Response:
The Company has revised the disclosure accordingly.

 3. On pages 6 and 105, please delete or revise the paragraph entitled “Recent credit market dislocation for SMBs has
created an opportunity for attractive risk-weighted returns.”

Response: The
Company has deleted the paragraph entitled “Recent credit market dislocation for SMBs has created an opportunity for attractive
risk-weighted returns” on pages 6 and 105.

 4. With regard to “Legal Proceedings – Portfolio Companies” on page 14, please provide a cross reference
to page 47 on which the litigation is fully explained.

Response:
The Company has revised the disclosure accordingly.

    Eversheds Sutherland (US) LLP is part of a global legal
    practice, operating through various separate and distinct legal entities, under Eversheds Sutherland.  For a full
    description of the structure and a list of offices, please visit www.eversheds-sutherland.com.

    U.S. Securities and Exchange
                                  Commission

        August 23, 2017

        Page 2

 5. On the fees and expenses table on page 17, please include a line item for the $15 transaction fee related to the dividend
reinvestment program (“DRIP”). Please also include a footnote discussing the fees related to the DRIP.

Response:
The Company added the $15 transaction fee to the fees and expenses table. Additionally, the Company has added a footnote with the
following disclosure:

The
expenses of the dividend reinvestment plan are included in “other expenses.” The plan administrator’s fees will
be paid by us. There will be no brokerage charges or other charges to stockholders who participate in the plan except that, if
a participant elects by written notice to the plan administrator to have the plan administrator sell part or all of the shares
held by the plan administrator in the participant’s account and remit the proceeds to the participant, the plan administrator
is authorized to deduct a $15.00 transaction fee plus a $0.10 per share brokerage commission from the proceeds. For additional
information, see “Distribution Reinvestment Plan.”

 6. Based on the previous comments, please revise footnote 8 on the fees and expenses table.

Response:
The Company respectfully believes that footnote 8 to the fees and expenses table is correct as written. The Company notes that
the instructions to the fees and expenses table require that fees that are charged to participating shareholder accounts be disclosed
as a separate line item under “Stockholder Transaction Expenses”. However, stockholders will bear the expenses incurred
by the Company in connection with administering the Fund’s dividend reinvestment plan regardless of whether they actually
participate in that plan. The Company, therefore, believes that it is more appropriate to treat such expenses as ongoing annual
expenses of the Fund for purposes of the presentation set forth in the fees and expenses table rather than as stockholder transaction
expenses specific to an offering pursuant to the Registration Statement.

 7. On page 21, on the Financial Highlights, please disclose
that, while the two total return numbers reflect fund expenses, they do not reflect any sales load that may be paid by investors.

Response:
The Company has revised the disclosure accordingly.

 8. Please supplementally state whether disclosure no page 47, regarding “Legal Proceedings – Portfolio Companies”
includes the most recent material developments on the litigation involving UPSW.

Response:
The Company confirms that the disclosure on page 47 regarding the litigation involving UPSW includes the most recent material developments.

 9. On page 50, please disclose whether the fund has any current intention of issuing preferred shares.

Response:
The Company has revised the disclosure to state that it has no current intention of issuing preferred shares.

 10. On page 89, please disclose specifically the extent to which the fund will use independent valuation services. For example,
will the fund use such services for each of its level 3 assets? Will the Fund use such services for each of its portfolio companies?
How often will each asset be valued by a valuation firm? Is there a schedule?

    U.S. Securities and Exchange
                                  Commission

        August 23, 2017

        Page 3

Response: The Company advises the
Staff that the Company’s Level 3 investments are valued at fair value as determined in good faith by the Board, based on
input of management and the audit committee. Under the Company’s valuation policy and process, the Board determines in good
faith the fair value of the Company’s portfolio. The Board may seek pricing information with respect to certain of our investments
from pricing services or brokers or dealers in order to value such investments.

The Board’s valuation methods may include
comparisons of the Company’s portfolio companies to peer companies that are public, the enterprise value of a portfolio company,
the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings, discounted
cash flow, the markets in which the portfolio company does business and other relevant factors. When an external event such as
a purchase transaction, public offering or subsequent equity sale occurs, the Board will consider the pricing indicated by the
external event to corroborate the private equity valuation.

The Board employs independent third party valuation
firms for certain of the Company’s investments for which there is not a readily available market value. Specifically, the
Board consults with an independent valuation firm on an annual basis to value certain of its controlled portfolio companies, pursuant
to the Company’s valuation policy and process described above. The company also uses a third party valuation firm to consult
on an annual basis for the Company’s servicing asset valuation, pursuant to the Company’s valuation policy and process.
The Company generally does not use an independent valuation consultant for controlled investments with values under $5.0 million.

The Company has revised the disclosure to add
additional information regarding the Board’s use of independent third party valuation firms.

Accounting Comments

 1. Please confirm that the document includes or, alternatively, please include the most recently filed financial information.

Response:
The Company confirms that the disclosure includes the most recently filed financial information.

 2. On the fees and expenses table on page 17, please state the expenses that are included in caption “Other Expenses.”

Response:
Please refer to the Company’s response to comment 6, above.

 3. On the Financial Highlights on page 21, please use the format prescribed by Part A, Item 4 in the Instructions to Form
N-2.

Response:
The Company has revised the disclosure accordingly.

 4. In the Consolidated Schedule of Investments as of March 31, 2017, beginning on page 124, please include the addresses of
the relevant investments.

Response:
The Company has revised the disclosure accordingly.

    U.S. Securities and Exchange
                                  Commission

        August 23, 2017

        Page 4

 5. In future filings, please separately state the expenses included in “Other general and administrative costs”
on the Consolidated Statement of Operations when such category exceeds 5% of expenses.

Response:
In future filings, the Company will separately state the expenses included in “Other general and administrative costs”
when such expenses exceed 5% of total expenses.

 6. In future filings, please include the balance of undistributed net income on the Consolidated Statement of Changes in
Net Assets/Stockholders’ Equity.

Response:
In future filings, the Company will include the balance of undistributed net income on the Consolidated Statement of Changes in
Net Assets/Stockholders’ Equity.

 7. On the Statement of Cash Flows, beginning on page F-9, please explain the following captions: (1) “Purchase of fixed
assets and customer accounts,” (2) “Fixed assets acquired from tenant improvement allowance,” and (3) “Foreclosed
real estate acquired.”

Response:
(1) As an internally managed BDC, the company purchased fixed assets such as furniture, computers and leasehold improvements on
a regular basis. Prior to conversion to a BDC, the company had consolidated subsidiaries that were operating companies that in
addition to the purchase of fixed assets, other intangibles were acquired, such as merchant portfolios or accounts, (2) This amount
represents a tenant improvement allowance from the landlord which allowed the company to acquire up to approximately $1.3million
in fixed assets and leasehold improvements such as carpeting, furniture, painting and construction costs. These costs were paid
by the landlord. (3) When NSBF takes possession of real estate that previously collateralized an SBA loan. This is a non cash item
as the company would credit the loan receivable balance, and debit the real estate asset.

 8. On the Consolidated Schedule of Investments for the year ended December 31, 2016, please supplementally explain why the
Company held assets past their maturity dates. In particular, please explain why the Company held investments in Kyoshi Enterprises,
LLC (page F-54), A + Quality Home Health Care, Inc. (page F-56), Dr. Francis E. Anders (page F-57), and the Guzamn Group, LLC (page
F-57).

Response: The Company held those specific
assets past their maturity dates due to the following reasons.

 · Kyoshi Enterprises, LLC had an immaterial balance of $52 at 12/31/16 of which was paid in full subsequently on 01/05/17.

 · A+ Quality Home Health Care, Inc. is currently a non-performing loan that is making payments via the Bankruptcy plan filed.

 · Dr. Francis E. Anders is currently a non-performing loan that is currently in the litigation process.

 · Guzman Group, LLC is currently a non-performing loan that is currently in the process of signing a 24 month extended loan modification.

 9. In Note 2 – Significant Accounting Policies, in the Notes to the Consolidated Financial Statements, please explain
why Exponential Business Development Co., Inc. met the criteria for consolidation under ASC Topic 946.

Response:
Exponential Business Development Co., Inc. (“Expo”) was a management company that managed an LP and LLC as a general
partner. The LP and the LLC were liquidated and dissolved and Expo became inactive. In the third quarter of 2016, Expo acquired
membership interests in two portfolio companies and has no other operating activities. The Company, at that time, reassessed Expo
and determined it was an investment company under ASC 946.

    U.S. Securities and Exchange
                                  Commission

        August 23, 2017

        Page 5

 10. As Universal Processing Services of Wisconsin is a significant subsidiary, please include the its financial statements and
an auditor consent with this filing.

Response:
The Company has included Universal Processing Services of Wisconsin’s financial statement and attached the related auditor’s
consent to this filing.

*          *          *

If you have any questions or additional comments concerning
the foregoing, please contact the undersigned at (202) 383-0218.

    Sincerely,

    /s/ Cynthia M. Krus

    Cynthia M. Krus

CORRESP
1
filename1.htm

CYNTHIA M. KRUS

DIRECT LINE: 202.383.0218

E-mail: Cynthia.krus@sutherland.com

August 24, 2016

Via
EDGAR

U.S. Securities and Exchange Commission

Attention: James O’Connor / Anthony Burak

100 F Street, N.E.

Washington, D.C. 20549

    Re:

        Newtek Business Services Corp.

        Registration Statement on Form N-2 (File No. 333-212436)

Dear Messrs. O’Connor and Burak:

On behalf
of Newtek Business Services Corp. (the “Company”), set forth below are the Company’s responses
to the oral comments provided by the Staff of the Division of Investment Management (the “Staff”) of
the Securities and Exchange Commission (the “SEC”) on July 21, 2016 and August 17, 2016, regarding the
Company’s Registration Statement on Form N-2 (File No. 333- 212436) and the prospectus
contained therein (the “Prospectus”). The Staff’s comments are set forth below in bold italics
and are followed by the Company’s responses.

 1. On page 2, please more fully describe the nature of the kinds of SMBs to which the Company lends. For example, please
explain why is the Company is dependent on real estate collateral.

Response: The Company advises the Staff
that it invests in a wide range of “small businesses,” as defined by SBA regulations. As an SBA 7(a) lender, under
SBA regulations, the Company is required to consider the nature and value of collateral provided to support SBA loans. The Company
generally considers real estate to be a relatively desirable form of collateral, regardless of borrower’s business type.
On pages 65 and 86, the Company has provided a list of our loans to SMBs, distributed by primary collateral type. On page 105,
the Company provides NSBF’s investments by industry type.

 2. On page 3, please provide a chart that shows and includes an explanation of the purpose of each consolidated company,
controlled company, and other entity in which the Company invests.

    1

Response: The Company has included
footnotes with the previously provided chart.

 3. On page 4, please discuss the extent to which NSBF is leveraged.

Response: The Company advises the
Staff that, as of June 30, 2016, NSBF had $7,850,000 and $17,200,000 outstanding under unguaranteed and guaranteed lines of credit,
respectively. The Company discusses NSBF’s leverage in detail in the Management’s Discussion and Analysis of Financial
Condition. The Company has added the following disclosure on page 4:

NSBF supports its lending activities with lines
of credit for its unguaranteed and guaranteed portions of SBA 7(a) Loans, which, as of June 30, 2016, had outstanding balances
of $7,850,000 and $17,200,000, respectively. See “Management’s Discussion and Analysis of Financial Condition and Results
of Operations – Capital Resources – Capital One Facility.”

 4. On page 4, please discuss the extent to which NBC engages in receivables financing.

Response: The Company
advises the Staff that NBC is a portfolio company that provides financing services to businesses through receivables financing
and, beginning in 2015, originates loans under the U.S. Small Business Administration’s (“SBA”) 504 loans program.
NBC also provides billing and accounts receivable maintenance services to businesses, as well as inventory financing services to
businesses via prime plus interest lending based on eligible inventory balances. The Company has revised the disclosure to reflect
the information above.

 5. On page 5, please discuss the services provided by valuation firms.

Response: The Company has revised
final two sentences of the second paragraph under the caption “Controlled Portfolio Companies” on page 5 to read as
follows:

In addition, the Company has engaged third party
valuation firms to provide valuation consulting services for the valuation of certain of our controlled portfolio companies for
which there is not a readily available market value. Specifically, the Board has directed the Company to engage independent valuation
firms to assist in valuing certain portfolio investments without a readily available market quotation at least once during a trailing
twelve-month period under a valuation policy and a consistently applied valuation process. See “Critical Accounting and
Estimates – Fair Value Measurement.” Please refer to the response to Comment 37, below.

 6. On page 5, please describe the Capco program, and why such entities are certified. Please clarify the difference between
Capcos and controlled portfolio companies.

Response: The Company added the
following disclosure on page 5 regarding Capcos:

Certified
capital companies, or “Capcos,” are companies that Newtek created pursuant to state-sponsored programs, which are designed
to encourage investment in small and new businesses and to create economic activity and jobs in designated geographic areas. See
“Business – Organizational Overview – Certified Capital Companies (Capcos).”

    2

The Company
has added the following disclosure on page 108-109:

Under state-created
Capco programs, states provides a Capco with tax credits generally equal to the amount of funds the Capco raises from insurance
company investors. The Capcos then issue the tax credits to its investors – a process which is designed to reduce the Capco’s
investors’ state tax liabilities. In exchange for receiving the tax credits, the Capco is obligated to invest the funds raised
in certain qualified businesses, which generally are defined by statute to include only businesses that meet certain criteria related
to the size, location, number of employees, and other characteristics of the business. If a Capco fails to comply with the performance
requirements of each state’s different Capco program, the tax credits are subject to forfeiture.

Under state law, a Capco that has invested in
qualified businesses an amount equal to 100% of its initial certified capital, it is able to decertify (i.e., terminate its status
as a Capco) and no longer be subject to any state Capco regulation. Upon voluntary decertification, the programs in about half
of the states require that a Capco share any distributions to its equity holders with the state sponsoring the Capco. For those
states that require a share of distributions, the sharing percentages vary, but are generally from 10% to 30%, usually on distributions
above a specified internal rate of return for the equity owners of the Capco.

Based on the above and that the Capcos were formed
to make investments in businesses, the entities were determined to be investment companies and are therefore consolidated subsidiaries
of Newtek.

 7. On page 5, please describe how a Capco creates tax credits.

Response: Please refer to the response
to Comment 6, above.

 8. On page 6, please define the phrase “enterprise valuation cushion,” or substitute a plain English phrase.

Response: The Company has revised
the sentence to read as follows:

Further, we believe that such companies generally
possess conservative capital structures with significantly less debt to equity, as compared to larger companies with more financing
options.

 9. Regarding pages 8, 13, 33, and 39, please explain why the SMB balance sheet includes primarily real estate? Please also
describe the types of companies in which NSBF primarily lends.

Response: Please refer to the response
to Comment 1, above.

 10. Regarding page 9, please describe whether or not it is likely that significant book /tax differences will exist. Please
disclose whether the Company may make distributions in excess of GAAP earnings and profits - returns of paid-in capital net of
Company fees and expenses.

    3

Response: The Company advises the
Staff that significant book to tax differences may exist primarily due to changes in valuation of investments. We intend to pay
quarterly distributions to our stockholders out of assets legally available for distribution. The quarterly distributions, if any,
will be determined by our Board. The distributions we pay to our stockholders in a year may exceed our taxable income for that
year and, accordingly, a portion of such distributions may constitute a return of capital for U.S. federal income tax purposes.
The specific tax characteristics of our distributions will be reported to stockholders after the end of the calendar year.

 11. On page 11, please revise the 5th bullet point to read as follows: “We will be subject to corporate-level income
tax if we are unable to qualify as a RIC or are unable to make the distributions required to maintain RIC tax treatment.”

Response: The Company as revised
the disclosure accordingly.

 12. Before page 12 and on page 38, please explain what bank sponsorship is and why it is required by NMS.

Response: The Company has revised
the disclosures on pages 4 and 39, respectively, as follows:

Page 4, the following was added as the last sentence
to the first paragraph under the caption “Controlled Portfolio Companies”:

For example, NMS has entered into agreements
with two chartered banks (“bank sponsorships”), which allow NMS to access the Visa® and MasterCard® networks
in order to process bankcard transactions.

Pages 39 and 40, the following language has been
added to the first paragraph under the caption “We could be adversely affected if either of NMS’ two bank sponsors
is terminated”:

A Bank sponsorship is an agreement under which
a financial institution that has a membership with MasterCard®, Visa® or American Express® sponsors an independent
sales organization, like NMS, that accepts sales payments from credit card companies, and gain access the Visa®, MasterCard®,
and American Express® networks.

 13. On page 14, please reference the ongoing UPS litigation.

Response: The first bullet point
under the caption “Legal Proceedings – Portfolio Companies” has been revised as follows:

Our portfolio companies may, from time to time,
be involved in various legal matters, including a currently pending case - Federal Trade Commission v. WV Universal Management,
LLC et al., which may have an adverse effect on their operations and/or financial condition.

The Company advises the Staff that Federal
Trade Commission v. WV Universal Management, LLC et al. is discussed in detail in “Recent Developments.”

    4

 14. Please include the discussion of risks related to Capcos on page 14 in the initial disclosure regarding the Capcos. On
pages 14, 45, and 46, please better describe the nature and purpose of Capcos.

Response: The Company has revised
the disclosure. Please refer to the Company’s response to Comment 6, above.

 15. On page 17, please remove or revise footnote 8 to eliminate possible redundancy with footnote 3.

Response: The Company has revised
footnote 8 to provide that “other expenses” consist of stock transfer agent fees related to the Company’s dividend
reinvestment plan.

 16. On page 21, please include a statement of financial highlights in the prospectus, calculated according to the Instructions
to Item 4.1 of Form N-2.

Response: The Company revised the
disclosure to provide a statement of financial highlights.

 17. On page 26, please revise the last sentence of the first paragraph under the caption “We will be subject to corporate-level
income tax if we are unable to qualify as a RIC” as follows: To obtain and maintain our tax treatment as a RIC, we must meet
certain source-of-income, asset diversification, and distribution requirements.

Response: The Company has revised
the disclosure accordingly.

 18. On page 46 and throughout the document, to avoid confusion, please refer to Universal Processing Services of Wisconsin
as “UPSW.”

Response: The Company has revised
the disclosure accordingly.

 19. Regarding page 48, please describe the circumstance under which the Company would repurchase shares above NAV?

Response: The Company advises the
Staff that the extent to which the Company repurchases its shares, and the timing of such repurchases, will depend upon a variety
of factors, including market conditions, regulatory requirements, and other corporate considerations, as determined by the Company’s
management team. The Company’s repurchasing activities will depend on, among other things, the fair value of the Company’s
common stock and the other available capital deployment opportunities.

 20. On pages 49 and 231, it is the published position of the Staff that the Maryland Control Share Acquisition Act is inconsistent
with the wording of, and purposes underlying, Section 18(i), specifically, and of the 1940 Act generally. See Boulder Total Return
Fund, Inc. (November 15, 2010). Please revise the disclosure to state explicitly that the Company will not amend its bylaws to
repeal the current exemption from the Maryland Control Share Acquisition Act without a formal determination by the Board that doing
so would be in the best interests of the stockholders and without the Company first notifying the staff.

Response: The Company has revised
the disclosure accordingly.

    5

 21. On page 57, please revise footnote 2, to provide that the high and low sales price to NAV is calculated as follows: “calculated
as the respective high or low sales price divided by net asset value minus 1.”

Response: The Company has revised
the disclosure accordingly.

 22. On page 59, to avoid confusion, please revise the first sentence to clarify that distributions in excess of current and
accumulated earnings and profits are non-taxable returns of capital. Please also clarify that a return of capital
is a return of a shareholders investment net of the Company's fees and expenses.

Response: The Company has revised
the disclosure accordingly.

 23. On page 59, please briefly explain how a RIC is treated for tax purposes.

Response: The Company has added
the following disclosure:

As a RIC, we generally will not be subject to
corporate-level federal income taxes on any ordinary income or capital gains that we distribute to our stockholders as dividends.

 24. On page 59, please explain whether the Company will be required to pay the 4% excise tax is if retains capital gains.

Response: The Company has revised
the disclosure to clarify that a RIC is not subject to the 4% excise tax on capital gains amounts that are treated as deemed distributions
to shareholders.

 25. On page 61, please explain whether Newtek Small Business Finance, LLC is NSBF.

Response: The Company has clarified
that Newtek Small Business Finance, LLC is NSBF.

 26. Regarding page 61, please explain whether Newtek Small Business Finance is a securitization vehicle. Please provide a
chart with an explanation of all the subsidiaries and controlled companies.

Response: The Company advises the
Staff that NSBF is not a securitization vehicle. The Company has provided a chart and footnotes explaining the Company’s
ownership of controlled portfolio companies and other entities. Please refer to the Company’s response to Comment 2, above.

 27. On page 63, please delete the phrase “of earnings” under the caption “Revenues.”

Response: The Company has revised
the disclosure accordingly.

 28. Regarding 68, please provide more disclosure in the summary about the Company's securitization process.

Response: The Company has revised
the disclosure under the caption “Small Business Finance Platform” on pages 3 and 4 by adding the following:

    6

NSBF’s securitization process is as follows.
After accumulating sufficient loans, the loans are transferred to a special purpose vehicle (a “Trust”), which in turn
issues notes against the Trust’s assets in a private placement. The Trust’s primary source income for repaying the
securitization notes is the cash flows generated from the unguaranteed portion of SBA 7(a) loans now owned by the Trust; principal
on the securitization notes will be paid by cash flow in excess of that needed to pay various fees related to the operation of
the Trust and interest on the debt. Securitization notes have an expected maturity of about five years, and the Trust is disso

CORRESP
1
filename1.htm

Newtek Business Services Corp.

1981 Marcus Avenue, Suite 130

Lake Success, New York 11042

August 24, 2016

VIA EDGAR

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549-4041

Attention: James O’Connor / Anthony Burak

    Re:
    Newtek Business Services Corp.

Pre-Effective Amendment No. 1
to Registration Statement on Form N-2

File No. 333-212436

Dear Mr. O’Connor:

On behalf of Newtek Business Services Corp.
(the “Registrant”) and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended,
I hereby request acceleration of the effective date of the Pre-Effective Amendment No. 1 to the Registrant’s Registration
Statement on Form N-2 to 11:00 a.m. Eastern Time on August 25, 2016, or as soon thereafter as is practicable.

The disclosure in the referenced filing
is the responsibility of the Registrant. The Registrant represents to the U.S. Securities and Exchange Commission (the “Commission”)
that, should the Commission, or the staff acting pursuant to delegated authority, declare the filing effective, it does not foreclose
the Commission from taking any action with respect to the filing, and the Registrant represents that it will not assert staff comments
or the action of the staff to declare the filing effective as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

The Registrant further acknowledges that
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective does not relieve
the Registrant from its full responsibility for the adequacy and accuracy of the disclosures in the filing.

Should you have any questions concerning
this request, please contact me at (212) 356-9500 or, our counsel, Cynthia M. Krus, at Sutherland Asbill & Brennan LLP at (202)
383-0218.

[Signature Page Follows]

    Sincerely,

    Newtek Business Services Corp.

    By: /s/ Barry Sloane

    Name: Barry Sloane

    Title: Chief Executive Officer and President

CORRESP
1
filename1.htm

        700 Sixth Street, NW, Suite 700

        Washington, DC 20004-24153980

        202.383.0100 Fax
202.637.3593

        www.sutherland.com

CYNTHIA M. KRUS

DIRECT LINE: 202.383.0218

E-mail: Cynthia.krus@sutherland.com

May 25, 2016

Via EDGAR

James O’Connor, Esq.

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    Re:
    Newtek Business Services Corp.

    Preliminary Proxy Statement for the Special Meeting of Shareholders

Dear Mr. O’Connor:

On behalf of Newtek Business Services Corp.
(the “Company”), we are submitting this letter at the request of the staff of the Division of Investment
Management (the “Staff”) of the Securities and Exchange Commission (the “SEC”)
in response to comments received on May 24, 2016 regarding the Company’s Preliminary Proxy Statement for the Company’s
Special Meeting of Stockholders, as filed on May 19, 2016. The Staff’s comments are set forth below and are followed by the
Company’s responses.

 1. Comment: Page 7 - Since no routine matters will be considered at the Special Meeting of Shareholders, revise the
“Quorum Required” and “Voting and Revocation of Proxies” sections to provide that the Company does not
expect that there will be any broker non-votes.

Response: The Company has revised the disclosure
accordingly.

 2. Comment: Page 9 - Please confirm that there will be no nominees for director at the time of the Special Meeting of
Shareholders.

Response: The Company confirms there will
be no nominees for director at the time of the Special Meeting of Shareholders, and has revised the disclosure accordingly.

U.S. Securities and Exchange Commission

May 25, 2016

Page 2

 3. Page 16 – Revise the disclosure regarding RICs to provide that a RIC does not automatically receive pass-through tax
treatment.

Response: The Company has revised the disclosure
accordingly.

 4. Page 22 – The disclosure states ““there will be no limit on the percentage below NAV at which our Common
Shares may be sold in an offering by the Company under this Proposal.” Please create a fourth column in the table on page
22 that shows the effect of a 20% issuance (the maximum size of an offering) at a 100% discount.

Response: The Company has revised
the disclosure accordingly.

*                          *                         *

In connection with the submission of the
Proxy Statement, the Company hereby acknowledges that:

 · the Company is responsible for the adequacy and accuracy of the disclosure
in the Proxy Statement;

 · Staff comments or changes to disclosure in response to Staff comments
in the Proxy Statement do not foreclose the SEC from taking any action with respect to the Proxy Statement; and

 · the Company may not assert Staff comments as a defense in any proceeding
initiated by the SEC or any person under the federal securities laws of the United States.

If you have any questions or additional
comments concerning the foregoing, please contact Cynthia Krus at (202) 383-0218.

    Sincerely,

    /s/ Cynthia M. Krus

    Cynthia M. Krus

CORRESP
1
filename1.htm

[Letterhead of Sutherland Asbill & Brennan
LLP]

August 18, 2015

VIA EDGAR

Ms. Mary A. Cole, Esq.

Ms. Sheila Stout

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Newtek Business Services Corp.

Pre-Effective
Amendment No. 1 Registration Statement on Form N-2

Filed
on August 13, 2015 (File No. 333-204915)

Dear Ms. Cole and Ms. Stout:

On behalf of Newtek
Business Services Corp. (the “Company”), set forth below are the Company’s responses to the oral
comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities
and Exchange Commission (the “Commission”) to the Company on August 18, 2015, with respect to Pre-Effective
Amendment No. 1 to the Company’s shelf registration statement on Form N-2 (File No. 333-204915), filed with the Commission
on August 13, 2015 (the “Registration Statement”), and the prospectus included therein (the “Prospectus”).
The Staff’s comments are set forth below and are followed by the Company’s responses.

 1. Please file an updated audit report for the Senior Securities table.

Response: The Company
respectfully refers the Staff to Exhibit n.4 of the Registration Statement filed on August 13, 2015 for an updated audit report
for the Senior Securities table dated August 13, 2015.

 2. In your response, confirm that the financial statements of all wholly owned and all substantially
owned subsidiaries are consolidated with the financial statements of the Company.

Response: The Company
confirms that the financial statements of all wholly owned and all substantially owned subsidiaries that are “investment
companies” within the meaning of the 1940 Act are consolidated with the financial statements of the Company. The Company
informs that Staff that it has evaluated the set of fundamental and typical criteria to evaluate whether such entities are investment
companies under the 1940 Act, including the guidance described in Accounting Standards Codification 946, Financial Services—Investment
Companies, (‘‘ASC 946’’) and ASU 2013-08, as it modifies the approach to determine the scope of the
guidance of ASC 946.

Ms. Mary A. Cole, Esq.

Ms. Sheila Stout

August 13, 2015

Page 2

 3. The Consolidated Schedule of Portfolio Companies on page 161 includes a section for Affiliated
Investments. Ensure the presentation of the categories is consistent with the presentation in the Consolidated Schedule of Investments,
which must comply with the requirements of Regulation S-X 12-14. It appears the investments currently listed as “Affiliated
Investments” may need to be listed as “Controlled Investments.” Please explain to the Staff in correspondence
the structure of the investments that are listed as wholly owned, e.g. Automated Merchant Services, Inc., Business Connect, LLC,
CCC Real Estate Holdings Co., CDS Business Services, Inc., etc. Are these portfolio companies wholly owned or substantially owned?
If either, please explain why they are not consolidated. Do any of these entities operate as an extension of the Company?

Response:
The Company advises the Staff on a supplemental basis that its majority-owned subsidiaries (i.e. the Controlled Portfolio Companies)
will not be consolidated with the Company and will be treated as portfolio companies since they do not meet the requirements to
be treated as “investment companies” under the 1940 Act. The Company also confirms to the Staff that it has evaluated
the set of fundamental and typical criteria to evaluate whether such entities are investment companies under the 1940 Act, including
the guidance described in ASC 946 and ASU 2013-08, as it modifies the approach to determine the scope of the guidance of ASC 946.

As a result,
each Controlled Portfolio Company, and the fair value thereof as determined pursuant to Accounting Standard Codification Topic
820 Fair Value Measurements and Disclosures (“ASC 820”), will be included in the Company’s Schedule of Investments.
The Company confirms to the Staff that these entities are operating businesses and are not an extension of the Company. These entities
do not provide investment services or make investments.

 4. Please provide the required Tandy representations to the Staff.

Response: Pursuant to the Staff’s
request, in connection with the Staff’s review of the Company’s Registration Statement, the Company hereby acknowledges
that:

 · the Company is responsible for the adequacy and accuracy of the disclosure in the Registration Statement;

 · SEC staff comments or changes to disclosure in response to SEC staff comments in the Proxy Statement do not foreclose the SEC
from taking any action with respect to the Registration Statement; and

 · the Company may not assert SEC staff comments as a defense in any proceeding initiated by the SEC or any person under the federal
securities laws of the United States.

*         *          *

Ms. Mary A. Cole, Esq.

Ms. Sheila Stout

August 13, 2015

Page 3

If you have any questions
or additional comments concerning the foregoing, please contact the undersigned at (202) 383-0176 or Cynthia Krus at (202) 383-0218.

Sincerely,

/s/ Steven B. Boehm

Steven B. Boehm

 Cc: Barry Sloane, Newtek Business Services Corp.

Michael Schwartz, Newtek Business Services
Corp.

Cynthia Krus, Sutherland Asbill & Brennan
LLP

CORRESP
1
filename1.htm

NEWTEK BUSINESS SERVICES CORP.

212 West 35th Street, 2nd Floor

New York, NY 10001

(212) 356-9500

August 19, 2015

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street N.E.

Washington, DC 20549

Attn: Mary A. Cole, Esq.

 Re: Newtek Business Services Corp.

Registration
Statement on Form N-2 (File No. 333-204915)

Dear Ms. Cole:

In accordance with Rule 461 of the General
Rules and Regulations under the Securities Act of 1933, as amended, Newtek Business Services Corp. respectfully requests acceleration
of effectiveness of the above-captioned registration statement, including all amendments thereto, to 4:00 p.m., Eastern Time,
on August 19, 2015 or as soon thereafter as possible.

NEWTEK
BUSINESS SERVICES CORP.

By:  /s/
Michael A. Schwartz	__

Michael
A. Schwartz

Chief
Legal Officer and Secretary

CORRESP
1
filename1.htm

[Letterhead of Sutherland Asbill & Brennan LLP]

August 13, 2015

VIA EDGAR

Ms. Mary A. Cole, Esq.

Ms. Sheila Stout

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Newtek Business Services Corp.

Registration Statement on Form
N-2

File Nos.: 814-01035: 333-204915

Dear Ms. Cole and Ms. Stout:

On behalf of Newtek
Business Services Corp. (the “Company”), set forth below are the Company’s responses to the comments
provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) to the Company in a letter dated July 10, 2015 with respect to the Company’s
shelf registration statement on Form N-2 (File No. 333-204915), filed with the Commission on June 12, 2015, as amended (the “Registration
Statement”), and the prospectus included therein (the “Prospectus”). The Staff’s
comments are set forth below and are followed by the Company’s responses. Where revisions to the Prospectus are indicated
in the Company’s responses, such revisions are set forth in the Prospectus included in Amendment No. 1 to the Registration
Statement, filed concurrently herewith.

General

 1. Whenever a comment is made with respect to disclosure in one location of the filing, it applies
to similar disclosure found elsewhere.

Response: The Company acknowledges the
Staff’s comment.

 2. Certain items of disclosure were omitted from the registration statement. We may have comments
on such items when they are included in a pre-effective amendment to the registration statement.

Response: The Company acknowledges the
Staff’s comment.

Ms. Mary A. Cole, Esq.

Ms. Sheila Stout

August 13, 2015

Page 2

Prospectus

 3. Common shareholders should have some basis to determine and understand the maximum dilution that
might be imposed upon their shares as a result of the Company’s future issuances of securities. Please add appropriate risk
disclosure and provide an example (i.e., a table that provides dilution amounts for a common stock offering at different
prices below NAV). Further, in places where you disclose that the Company may issue shares at a price below NAV with shareholder
approval, add disclosure that makes it clear that shareholders have provided such approval.

Response: The Company
has revised the above-referenced disclosure in response to the Staff’s comment. The Company advises the Staff on a supplemental
basis that under Section 63(2)(A) of the 1940 Act, the Company’s approval to sell below NAV expired on June 24, 2015, the
date of Company’s last annual shareholder meeting. The Company respectfully refers the Staff to the table providing dilution
amounts for common stock at different prices below NAV in the “Sales of Common Stock Below Net Asset Value” section
within the Prospectus.

 4. Page 33 states, “Typically, the debt in which we invest is not initially rated by any rating
agency; however, we believe that if such investments were rated, they would be below investment grade.” Please add disclosure
that below investment grade securities are often referred to as Junk.

Response: The Company
has revised the above-referenced disclosure in response to the Staff’s comment.

 5. Page 54 states, “We target our debt investments, which are principally made through our small
business finance platform under the SBA 7(a) program, to produce a coupon rate of prime plus 2.75% which enables us to generate
rapid sales of loans in the secondary market, producing gains with a yield on investment in excess of 30%.” If true, please
disclose that the “yield on investment” is determined before, and therefore do not take into account, the payment of
all of the company’s expenses.

Response: The Company
has revised the above-referenced disclosure in response to the Staff’s comment.

 6. In your response letter, please describe the types of debt that the Company contemplates offering
through this registration statement. Additionally, undertake to advise us in advance of any proposed debt offering pursuant to
this registration statement and to provide for staff review the preliminary prospectus supplement relating to any debt offering
by the Company. Further undertake to clear all staff comments prior to the commencement of any such debt offering whenever the
preliminary prospectus supplement materially differs from the form of prospectus supplement included in this registration statement
at the time of effectiveness. In this regard, please note that the prospectus supplement should, as applicable:

Ms. Mary A. Cole, Esq.

Ms. Sheila Stout

August 13, 2015

Page 3

(1) Disclose that none of the
Company's indebtedness is currently subordinated to the debt securities. It should also disclose whether there is a current intention
to issue indebtedness that expressly provides that it is subordinated to the debt securities.

(2) Disclose that the debt securities
are "structurally subordinated" and are “effectively subordinated” to all existing and future indebtedness
of the Company and other obligations of its subsidiaries, financing vehicles and similar facilities. The significance of the debt
securities being structural subordinated and effectively subordinated should be explained in plain English, specifically highlighting
how such subordination affects the rights and priorities of the holders of the debt securities. Also, disclose the approximate
total dollar amount of all liabilities and obligations to which the debt securities being offered are structurally subordinated
and effectively subordinated.

(3) Refrain from using the word
"senior" in the title of any debt securities issued by the Company, or when describing/identifying their ranking, if
the debt securities are not contractually senior in right of repayment to the other outstanding obligations of the Company. Even
where the Company’s debt securities are contractually senior in right of repayment to the other outstanding obligations of
the Company, consider the appropriateness of referring to the debt securities as “senior” when they are also structurally
subordinated to the obligations of the Company’s subsidiaries, financing vehicles and similar facilities.

(4) Disclose that the debt securities
will not be subject to any sinking fund and explain the significance thereof; for example, state that no amounts will be set aside
for the express purpose of repayment of principal and any unpaid interest on the debt securities, and that repayment of the debt
securities will depend upon the financial condition of the Company and its subsidiaries as they exist as of the maturity date of
the debt securities.

Response: The Company
respectfully refers the Staff to the “Description of Our Debt Securities” section of the Prospectus for a description
of the types of debt securities that the Company may offer, issue, and sell pursuant to the Registration Statement. In addition,
the Company has filed forms of prospectus supplements as exhibits to the Registration Statement for the Staff’s review. The
Company further undertakes to inform the Staff, and clear all Staff comments prior to the commencement of any such debt offering,
whenever the preliminary prospectus supplement materially differs from the form of prospectus supplement for debt offerings included
in the Registration Statement at the time of effectiveness.

Ms. Mary A. Cole, Esq.

Ms. Sheila Stout

August 13, 2015

Page 4

 7. Please add an undertaking that the Company will file, during any period in which offers or sales
are being made, a post-effective amendment if it determines to conduct one or more offerings of the Company’s common shares
at a price below its net asset value per common share at the date the offering is begun and such offering or offerings will result
in greater than a 15% dilution to the Company’s net asset value per common share.

Response: The Company
has revised the above-referenced disclosure in response to the Staff’s comment.

 8. Please add that
the Company undertakes in the event that the securities being registered are to be offered to existing stockholders pursuant to
warrants or rights, and any securities not taken by shareholders are to be reoffered to the public, to supplement the prospectus,
after the expiration of the subscription period, to set forth the results of the subscription offer, the transactions by the underwriters
during the subscription period, the amount of unsubscribed securities to be purchased by underwriters and the terms of any subsequent
underwriting thereof. Registrant further undertakes that if any public offering by the underwriters of the securities being registered
is to be made on terms differing from those set forth on the cover page of the prospectus, the Registrant shall file a post-effective
amendment to set forth the terms of such offering.

Response: The Company
has revised the above-referenced disclosure in response to the Staff’s comment.

 9. Please add an undertaking to file a post-effective amendment to the registration statement, and
to suspend any offers or sales pursuant the registration statement until such post-effective amendment has been declared effective
under the 1933 Act, in the event the shares of Registrant are trading below its net asset value and either (i) Registrant receives,
or has been advised by its independent registered accounting firm that it will receive, an audit report reflecting substantial
doubt regarding the Registrant’s ability to continue as a going concern or (ii) Registrant has concluded that a material
adverse change has occurred in its financial position or results of operations that has caused the financial statements and other
disclosures on the basis of which the offering would be made to be materially misleading.

Response: The Company
has revised the above-referenced disclosure in response to the Staff’s comment.

 10. We note that you have not yet filed prospectus supplements. We may have additional comments when
they are submitted as exhibits to the registration statement.

Response: The Company
acknowledges the Staff’s comment.

Ms. Mary A. Cole, Esq.

Ms. Sheila Stout

August 13, 2015

Page 5

Exhibits

 11. Please file as an exhibit the legality opinion in respect
of each category of security being registered, and related consent of counsel, with your next pre-effective amendment. In this
regard, it appears that the terms of the actual offerings from this registration statement have not yet been authorized by the
Company’s Board of Directors. Therefore, in your response letter, provide an undertaking on behalf of the Company to file,
in a post-effective amendment with each takedown from this shelf registration statement, an unqualified legality opinion and related
consent of counsel that will be consistent with the views set forth in Staff Legal Bulletin No. 19 (CF).

Response: The Company
acknowledges the Staff’s comment and has filed the legality opinion in respect of each category of security being registered,
and related consent of counsel with Amendment No. 1 to the Registration Statement. The Company undertakes to file, in a post-effective
amendment with each takedown from this shelf registration statement, an unqualified legality opinion and related consent of counsel
that will be consistent with the views set forth in Staff Legal Bulletin No. 19 (CF).

Accounting Comments

 12. Please file an updated consent from McGladrey LLP with
the amended N-2 filing.

Response: The Company
has filed an updated consent from McGladrey LLP with Amendment No. 1 to the Registration Statement.

 13. Please file an updated audit report for the Senior Securities table.

Response: The Company
respectfully refers the Staff to Exhibit n.4 of the Registration Statement filed on June 12, 2015 and incorporated by reference
to Amendment No. 1 to the Registration Statement for an updated audit report for the Senior Securities table.

 14. In your response, confirm that the financial statements of all wholly owned and all substantially
owned subsidiaries are consolidated with the financial statements of the Company.

Response: The Company
confirms that the financial statements of all wholly owned and all substantially owned subsidiaries that are “investment
companies” within the meaning of the 1940 Act are consolidated with the financial statements of the Company.

 15. Confirm that the Company performs a quarterly analysis
as to whether the disclosure requirements of Rules 3-09 or 4-08(g) of Regulation S-X should be applied for any unconsolidated
subsidiaries.

Ms. Mary A. Cole, Esq.

Ms. Sheila Stout

August 13, 2015

Page 6

 o The Staff believes that Rules 3-09 and 4-08(g) of Regulation S-X apply to BDCs and RICs. Rule 3-09
of Regulation S-X is applicable for a majority owned subsidiary (greater than 50% ownership) that is not consolidated by the Registrant.
Rule 4-08(g) of Regulation S-X is applicable for subsidiaries (generally, 25% or more ownership) not consolidated.

 o See definition of subsidiary in 1-02 (x) of Regulation S-X and definition of affiliate
in Section 602(a) of Regulation S-X.

Response: The Company confirms that
it performs a quarterly analysis as to whether the disclosure requirements of Rules 3-09 or 4-08(g) of Regulation S-X should be
applied for any unconsolidated subsidiaries.

 16. In the Fees and Expenses table on page 18, if the Company has included proceeds from the offering
in the calculation of the annual expenses, include in a footnote the assumptions used.

Response:
The Company has not included proceeds from the offering in this calculation. The annual expenses were based on the company’s
annualized expenses and NAV as of June 30, 2015.

 17. In the table on page 51, Price Range of Common Stock and Distributions, consider disclosing the
date that the Company became an investment company.

Response: The Company
has revised the above-referenced disclosure in response to the Staff’s comment.

 18. In the Accompanying Notes to the Consolidated Financial Statements, include a discussion of the
nature of the “servicing income” fees received by the Company similar to the discussion of the “interest income”
and “other income.” Please include a detailed discussion on “other income” and “servicing income”
in the Accompanying Notes to the Financial Statements so that shareholders may assess the nature of the income and whether it is
recurring or non-recurring income. Refer to the issue discussed at the September 16, 2014, AICPA Expert Panel Meeting:

(c) The SEC staff discussed it may be important for BDC shareholders
to understand the amount of income generated by BDCs that is non-recurring. The SEC staff noted that BDCs may receive certain non-recurring
fees from their borrowers, including up-front fees (e.g., financing fees or structuring fees) and back-end fees (e.g., prepayment
fees or unamortized original issue discount (OID)). However, BDCs generally have not disclosed the impact of these non-recurring
fees on earnings and/or yield (e.g., in either the financial statements or in Management’s Discussion and Analysis). The
SEC staff believes disclosure of the impact of non-recurring fees on earnings and/or yield could be important to the users of financial
statements to help investors analyze the BDC’s potential future cash flows and dividend sustainability.

Ms. Mary A. Cole, Esq.

Ms. Sheila Stout

August 13, 2015

Page 7

Response: The Company
confirms to the Staff that it included in its Quarterly Report on Form 10-Q for the period ended June 30, 2015, a discussion on
“other income” and “servicing income,” in the Investment Income section of Note 2, and that going forward
it will disclose the amount of other income generated that is non-recurring and will describe the impact of non-recurring fees
on earnings and/or yield in future “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
sections

Stephen B. Boehm
Sutherland Asbill & Brennan LLP
700 Sixth Street, NW, Suite 700
Washington, DC 20001     July 10, 2015

 RE: Newtek Business Services Corp.
File Nos.: 814-01035: 333-204915

Dear Mr. Boehm :

 We have the following comments on the registration statement on Form N -2 filed on June
12, 2015, by Newtek Business Services Corp. (the “Company”) to register a $300 million
aggregate offering of common shares, preferred shares, subscription rights, warrants and debt
securities of the Company in a shelf offering under Rule 415 of the 1933 Act. The Company has
elected to be regulated as a business development company (“BDC”) under the provisions of the
Investment Company Ac t of 1940 (“1940 Act”).  We have reviewed the registration statement
referenced above and have the following comments.

Pursuant to Release No. 33-6510, we performed a limited review of the registration
statement.  According to your letter of July 8, 2015, the  disclosure contained in the registration
statement contains no material changes from the disclosure included in the Company’s initial
registration statement  filed with the Commission on October 1, 2013 and declared effective on
November 12, 2014,  except for (i) revisions reflecting the material developments relating to the
Company since the effective date of the  initial registration st atement, (ii) informat ion relating to
the offering of certain additional types of securities,  and (iii) the inclusion of updated financial
information.

Ge ne ral

1. Whenever a comment is made with respect to disclosure in one location of the filing, it applies to similar disclosur e found elsewhere.

2. Certain items of disclosure were omitted from the registration statement.  We may have
comments on such items when they are included in a pre -effective amendment to the
registration statement.

2
    Prospectus

3. Common shareholders should have some basis to determine and understand the
maximum dilution that might be imposed upon their shares as a result of the Company’s
future issuances of securities.  Please add appropriate risk disclosure and provide an
example ( i.e., a table that provides dilution amounts for a common stock offering at
different prices below NAV).  Further, in places where you disclose that the Company
may issue shares at a price below NAV with shareholder approval, add disclosure that
makes it clear that shareholders have provided such approval.

4. Page 33 states, “Typically, the debt in which we invest is not initially rated by any rating
agency; however, we believe that if such investments were rated, they would be below
investment grade.”  Please add disclosure tha t below investment grade securities are often
referred to as Junk.

5. Page 54 states, “We target our debt investments, which are principally made through our
small business finance platform under the SBA 7(a) program, to produce a coupon rate of
prime plus 2.75% which enables us to generate rapid sales of loans in the secondary market, producing gains with a yield on investment in excess of 30%.”  If true, please
disclose that the “yield on investment” is determined before, and therefore do not take
into account, the payment of all of the company’s expenses.

6.  In your respons e letter, please describe the types of debt that the Comp any contemplates
offering through this re gistration st atement.  Additiona lly, under take to advise us in
advance of any propos ed debt offeri ng pursuant to this registration st atement and to
provide  for staff review the preliminary prospectus suppl ement relating to any debt
offering by the Comp any.  Further undertake to clear all staff comm ents pri or to the
comm encement of any such debt offer ing whenever the preliminary prospectus
suppl ement m aterially differs from the  form of prospectus suppl ement included in this
registration st atement at the time of effectiv eness.  In this regard, please note that the
prospectus supplement should, as applicable:
 (1) Disclose that  none of the Company's indebtedness is currently subordinated to the
debt securities.  It should also disclose whether there is a current intention to issue indebtedness that expressly provides that it is subordinated to the debt securities.

(2) Disclose that the debt securities are "structurally subordinated" and are “effectively
subordinated” to all existing and future indebtedness of the Company and other
obligations of its subsidiaries, financing vehicles and similar facilities.  The significance of  the debt securities being structural subordinated and effectively subordinated should
be explained in plain English, specifically highlighting how such subordination affects
the rights and priorities of the holders of the debt securities.  Also, disclose the
approximate total dollar amount of all liabilities and obligations to which the debt securities being offered are structurally subordinated and effectively subordinated.

(3) Refrain from using the word "senior" in the title of any debt securities issued by the
Company, or when describing/identifying their ranking, if the debt securities are not

3
 contractually senior in right of repayment to the other outstanding obligations of the
Company.  Even where the Company’s debt securities are contractually senior  in right of
repayment to the other outstanding obligations of the Company, consider the
appropriateness of referring to the debt securities as “senior” when they are also
structurally subordinated to the obligations of the Company’s subsidiaries, financing
vehicles and similar facilities.
(4) Disclose that the debt securities will not be subject to any sinking fund and explain
the significance thereof; for example, state that no amounts will be set aside for the express purpose of repayment of principal  and any unpaid interest on the debt securities,
and that repayment of the debt securities will depend upon the financial condition of the
Company and its subsidiaries as they exist as of the maturity date of the debt securities.

7. Please add an undertaking that the Company will file, during any period in which offers
or sales are being made, a post -effective amendment if it determines to conduct one or
more offerings of the Company’s common shares at a price below its net asset value per
common share at the  date the offering is begun and such offering or offerings will result
in greater than a 15% dilution to the Company’s net asset value per common share.

 8. Please add that the Company undertakes in the event that the securities being registered
are to be of fered to existing stockholders pursuant to warrants or rights, and any
securities not taken by shareholders are to be reoffered to the public, to supplement the prospectus, after the expiration of the subscription period, to set forth the results of the
subscription offer, the transactions by the underwriters during the subscription period, the
amount of unsubscribed securities to be purchased by
underwriters and the terms of any
subsequent underwriting thereof. Registrant further undertakes that if any public offering by the underwriters of the securities being registered is to be made on terms differing
from those set forth on the cover page of the prospectus, the Registrant shall file a post
-
effective amendment to set forth the terms of such offering.

9. Please add an undertaking  to file a post -effective amendment to the registration
statement, and to suspend any offers or sales pursuant the registration statement until such post -effective amendment has been declared effective under the 1933 Act, in the
event the shares of Registrant are trading below its net asset value and either (i)
Registrant receives, or has been advised by its independent registered accounting firm that it will receive, an audit report reflecting substantial doubt regarding the Regis trant’s
ability to continue as a going concern or (ii) Registrant has concluded that a material
adverse change has occurred in its financial position or results of operations that has
caused the financial statements and other disclosures on the basis of which the offering
would be made to be materially misleading.

10. We note that you have not yet filed prospectus supplements.  We may have additional
comments when they are submitted as exhibits to the registration statement.

4
 Exhibits

11. Please file as an exhibit the legality opinion in respect of  each category of security
being registered, and related consent of counsel, with  your next pre-effective
amendment.  In this regard, it appears that the terms of  the actual offerings from this
registration st atement have not yet been authori zed by the Comp any’s Board of
Directors.  Th erefore, in your response  letter, provide  an unde rtaking on behalf of the
Comp any to file, in a post-effective  amendment with each t akedown from this she lf
registration st atement, an unqua lified legality opinion and related consent of counsel
that will be consist ent with  the views set forth in Staff Legal Bulle tin No. 19 (CF).

Accounting Comments

12. Please file an updated consent from McGladrey LLP with the amended N -2 filing .

13. Please file an updated audit report for the Senior Securities table.

14. In your response, confirm that the financial statements of all wholly owned and all
substantially owned subsidiaries are consolidated with the financial statements of the
Company.

15. Confi rm that the C ompany pe rforms a quarterly  analysis as to whe ther the disclo sure
requirements of  Rules 3-09 or 4-08(g) of Regulation S-X should be applied for any
unconsolidated subsidiaries .

o The Staff believes that Rules 3-09 and 4-08( g) of Regulation  S-X ap ply to
BDCs and RICs. Rule 3-09 of Regulation  S-X is a pplicable for a majority
owned subsidiary (greater  than 50% ownership) that is not consolidated by
the Registr ant. R ule 4-08(g)  of Reg ulation  S-X is ap plicable for subsidiaries
(generally, 25% or more ownership) not  consolidated.

o See definition of subsidiary in 1-02 (x) of Regulation S -X and definition
of affiliate in Section 602(a) of Regulation S -X.

16. In the Fees and Expenses table on page 18,  if the Company has included proceeds from
the offering in the calculation of the annual expenses , include in a footnote the
assumptions used.

17. In the table on page 51, Price Range of Common Stock and Distributions, consider
disclosing the date that the Company became an investment company.

18. In the Ac companying Notes to the Consolidated Financial Statements , include a
discussion of  the nature of the “servicing income” fees received by the Company similar
to the discussion of the “interest income” and “other income.” Please include a detailed
discussion on “other income” and “servicing income” in the Accompanying Notes to the
Financial Statements so that shareholders may assess the nature of the income and

5
 whether it is recurring or non-recurring income . Refer to the issue discussed at the
September 16, 2014,  AICPA Expert Panel Meeting:

(c) The SEC staff discussed it may be important for BDC shareholders to
understand the amount of income generated by BDCs that is non-recurring. The
SEC staff noted that BDCs may receive certain non -recurring fees from th eir
borrowers, including up -front fees (e.g., financing fees or structuring fees) and
back -end fees (e.g., prepayment fees or unamortized original issue discount
(OID)). However, BDCs generally have not disclosed the impact of these non -
recurring fees on e arnings and/or yield (e.g., in either the financial statements or
in Management’s Discussion and Analysis). The SEC staff believes disclosure of
the impact of non-recurring fees on earnings and/or yield could be important to
the users of financial statements to help investors analyze the BDC’s potential future cash flows and dividend sustainability.

19. Please confirm that the Company either (1) has sufficient cash and/or liquid assets to
cover the amount of unfunded commitments that are currently outstanding; and (2) will
not sell additional shares unless it has sufficient cash and/or liquid assets to cover the amount of unfunded commitments that are outstanding at the time of any such issuance or
sale. Also, please identify such cash and/or liquid assets. As  an alternative to the
foregoing test, please provide a representation that the Company has 200% asset
coverage when it issues or sells its shares.  Please provide the  numbers  supporting the
calculation made in one of the two foregoing tests.

20. The Company should disclose individually the extended fair value of any unfunded
commitments either in the notes to the financial statements  or in the Schedule of
Investments.   See the AICPA Expert panel minutes from January 2006.

21. Please confirm that the Company ha s included the principle amount outstanding of
borrowings as senior securities and that it is  calculating asset coverage per u nit based on
the par value of its senior securities.

22. The Senior Securities table on page 86 discloses asset coverage by class of senior securities.   Consider adding a total so that shareholders may see the overall asset
coverage for each year.

23. The Company’s Consolidated Schedule of Investments needs to be in compliance with –
Regulation S -X 12 -14, Investments In and Advances t o Affiliates. This disclosure has not
been included in the 10-K.  Confirm that in future periodic and annual filings,  the
Company will comply with the requirements of 12-13 and (a) List each issue separately and group (1) i nvestments in majority-owned subsidiaries, segregating consolidated
subsidiaries ; (2) other controlled companies; and (3) other affiliates ; and  (b) If during the
period there has been any increase or decrease in the amount of investment in and
advance to any affiliate, state in a footno te (or if there have been changes to numerous
affiliates, in a supplementary schedule) (1) name of each issuer and title of issue or nature
of indebtedness; (2) balance at beginning of period; (3) gross additions; (4) gross
reductions; (5) balance at close  of period as shown in Column E. Include in the footnote

6
 or schedule , comparable information as to affiliates in which there was an investment at
any time during the period even though there was no investment at the close of the period
of the report .

24. Page 160 of the Prospectus includes the Consolidated Schedule of Portfolio Companies.  Some of the portfolio companies are marked with footnotes but the explanation of the
footnotes appears to be missing.  Ensure the explanations are included in the amended
filing.

25. The Consolidated Schedule of Portfolio Companies on page 161 includes a section for Affiliated Investments.  Ensure the presentation of the categories is consistent with the
presentation in the Consolidated Schedule of Investments , which must comply with the
requirements of Regulation S -X 12 -14.  It appears the investments currently listed as
“Affiliated Investments” may need to be listed as “Controlled Investments.”  Please
explain to the Staff in correspondence the structure of the investments that are listed as
wholly owned, e.g. Automated Merchant Services, Inc., Business Connect, LLC, CCC
Real Estate Holdings Co., CDS Business Services, Inc., etc.  Are these portfolio
companies wholly owned or substantially ow ned?  If either, pl ease explain  why they are
not consolidated.  Do any of these entities operate as an extension of the Company?

26. In the Condensed Consolidated Statement of Net Assets and Liabilities as well as the Consolidated Balance Sheet , include parenthetically the relevant Note included in the
Accompanying Notes to the Financial Statements discussing the commitments and
contingencies.

27. In the Condensed Consolidated Statement of Changes in Net Assets ensure any
distributions that represent a tax return of capital are separately identified (ASC 946-205-
45-3.)  Ensure the presentation in the Financial Highl

CORRESP
1
filename1.htm

[Letterhead of Sutherland Asbill & Brennan
LLP]

July 8, 2015

VIA EDGAR

Mary A. Cole, Esq.

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Newtek Business Services Corp.

Registration Statement on Form
N-2 filed June 12, 2015

Dear Ms. Cole:

On behalf of Newtek
Business Services Corp. (the “Company”), we hereby respectfully request that the staff of the Securities
and Exchange Commission (the “Commission”) afford the Company’s registration statement on Form
N-2, filed with the Commission on June 12, 2015 (the “Registration Statement”), selective review in accordance
with Securities Act Release No. 6510 (February 15, 1984).

The disclosure contained
in the Registration Statement contains no material changes from the disclosure included in the Company’s registration statement
on Form N-2 (File No. 333-191499) (the “Prior Registration Statement”), initially filed with the Commission
on October 1, 2013 and declared effective, as amended, on November 12, 2014, which Prior Registration Statement related to the
initial public offering of the Company’s common stock, except for (i) revisions reflecting the material developments relating
to the Company since the effective date of the Prior Registration Statement, (ii) information specific to the terms and manner
of offering of certain additional types of securities that may be offered from time to time pursuant to the Registration Statement,
(iii) the inclusion of annual audited financial statements and related financial data for the year ended December 31, 2014, together
with disclosure relating thereto, and (iv) the inclusion of unaudited financial statements and related financial data for the quarterly
period ended March 31, 2015, together with disclosure relating thereto.

*      *      *

If you have any questions
or additional comments concerning the foregoing, please contact John J. Mahon at (202) 383-0515, or the undersigned at (202) 383-0176.

Sincerely,

/s/ Steven B. Boehm

Steven B. Boehm

 cc: John J. Mahon

CORRESP
1
filename1.htm

Correspondence

 November 10, 2014

VIA EDGAR

 US Securities and Exchange Commission

Division of Investment Management

 100 F Street, NE

Washington, DC 20549

 Attention: Mary Cole

Re:

Newtek Business Services Corp.

Registration Statement on Form N-2

File No. 333-191499

 Ladies and Gentlemen:

In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the
“Act”), we hereby join in the request of Newtek Business Services Corp. that the effective date of the Registration Statement be accelerated so that it will be declared effective at 3:00 p.m., Eastern Standard Time, on November 12,
2014 or as soon thereafter as practicable.

 Pursuant to Rule 460 under the Act, please be advised that we have distributed approximately
360 copies of the Preliminary Prospectus dated November 3, 2014 (the “Preliminary Prospectus”) through the date hereof, to underwriters, dealers, institutions and others.

In connection with the Preliminary Prospectus distribution for the above-referenced issue, the prospective underwriters have confirmed that
they are complying with the 48-hour requirement as promulgated by Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Very truly yours,

JMP Securities

As Representative

By:

 /s/ Egidio (Gil) Mogavero

Name:

Egidio (Gil) Mogavero

Title:

Managing Director, CCO

CORRESP
1
filename1.htm

Correspondence

 NEWTEK BUSINESS SERVICES CORP.

212 West 35th Street, 2nd Floor

 New York, NY 10001

(212) 356-9500

 November 10, 2014

 U.S. Securities and Exchange Commission

 Division of
Investment Management

 100 F Street N.E.

 Washington, DC
20549

 Attn: Mary Cole, Esq.

Re:

Newtek Business Services Corp.

Registration Statement on Form N-2 (File No. 333-191499)

 Dear Ms. Cole:

In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Newtek Business Services Corp.
(the “Company”) respectfully requests acceleration of effectiveness of the above-captioned registration statement (the “Registration Statement”), including all amendments thereto, to 3:00 PM, Eastern
Time, on November 12, 2014 or as soon thereafter as possible.

 In connection with the submission of the Company’s request for
accelerated effectiveness of the above-referenced Registration Statement, the Company hereby acknowledges that:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

should the Securities and Exchange Commission (the “Commission”) or the staff thereof (the “Staff”), acting pursuant to delegated authority, declare the filing effective,
it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Company may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

NEWTEK BUSINESS SERVICES CORP.

By:

 /s/ Barry Sloane

Barry Sloane

Chief Executive Officer and President

CORRESP
1
filename1.htm

SEC Response Letter

 [Letterhead of Sutherland Asbill & Brennan LLP]

 October 27, 2014

VIA EDGAR

 Ms. Sheila Stout

Division of Investment Management

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
Newtek Business Services Corp.

Registration Statement on Form N-2

File No.: 333-191499

 Dear Ms. Stout:

On behalf of Newtek Business Services Corp. (the “Company”), set forth below are the Company’s responses to the oral comments
provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the Company on October 23, 2014 with respect to
Amendment No. 3 to the Company’s registration statement on Form N-2 (File No. 333-191499), filed with the Commission on October 17, 2014 (the “Registration Statement”), the prospectus included therein (the
“Prospectus”). The Staff’s comments are set forth below and are followed by the Company’s responses.

 Where revisions
are referenced in the responses below, such changes are reflected in the changed pages to the Registration Statement attached hereto.

 Accounting
Comments

1.
General— Please ensure that the effect of the reverse stock split will be reflected in all per share information included in the Registration Statement.

Response: The Company has revised the above-referenced disclosure in response to the Staff’s comment.

2.
Fee Table— Please include clarifying language setting forth the assumptions to the Fee Table.

Response: The Company has revised the above-referenced disclosure in response to the Staff’s comment.

 Ms. Sheila Stout

October 27, 2014

  Page
 2

3.
Seed Financial Statements— Please include the audited Seed Stage Financial Statements for the Company as of March 31, 2014.

Response: The Company has revised the above-referenced disclosure in response to the Staff’s comment.

4.
Consolidated Special Purpose Schedule of Investments— Please confirm to the Staff on a supplemental basis that over 75% of the loans as of the anticipated effective date of the Registration Statement will have been
audited.

 Response: The Company confirms to the Staff on a supplemental basis that over 75% of the loans as of
the anticipated effective date of the Registration Statement will have been included in the audited Consolidated Special Purpose Schedule of Investments.

5.
Footnote 13 to the Unaudited Consolidated Special Purpose Schedule of Investments—Please provide the Staff on a supplemental basis with a description of the sequence of events that led to the portfolio companies
noted in footnote 13 having a zero cost basis.

 Response: The Company advises the Staff on a supplemental
basis that the majority of the portfolio companies noted in footnote 13 were initially created by Newtek Business Services, Inc. (“Newtek NY”) and were treated as consolidated subsidiaries. The internal legal costs to
organize the entities and the immaterial external filing fees were expensed when incurred by Newtek NY. Upon the merger between the Company and Newtek NY, such companies will be deconsolidated.

6.
Footnotes to the Unaudited Consolidated Special Purpose Schedule of Investments— On a going-forward basis, please include parenthetical information specifying where in the Notes to the Consolidated Special Purpose
Schedule of Investments the entities listed in footnotes 6 through 12 and in footnote 14 are described as holding companies.

Response: The Company acknowledges the Staff’s comment and advises that it will include parenthetical information
specifying where in the Notes to the Consolidated Special Purpose Schedule of Investments the entities listed in footnotes 6 through 12 and in footnote 14 are described as holding companies in its next periodic report.

7.
Note 1 to the Unaudited Consolidated Special Purpose Schedule of Investments— Please clarify the accuracy of the statement that “there can be no assurance…will be ultimately merged into Newtek MD” or
remove the statement.

 Response: The Company has revised the above-referenced disclosure in response to the
Staff’s comment.

 Ms. Sheila Stout

October 27, 2014

  Page
 3

8.
Note 2 to the Unaudited Consolidated Special Purpose Schedule of Investments— In the last sentence of the second paragraph, please replace the word “investments” with the phrase “of the holding
companies.”

 Response: The Company has revised the above-referenced disclosure in response to the
Staff’s comment.

9.
Note 2 to the Unaudited Consolidated Special Purpose Schedule of Investments— In the last sentence of the third paragraph, please add the word “consolidated” before the word “subsidiaries.”

 Response: The Company has revised the above-referenced disclosure in response to the Staff’s comment.

10.
Note 3 to the Unaudited Consolidated Special Purpose Schedule of Investments— Please provide the Staff on a supplemental basis with a description of the process involved in averaging the income approach and the
market comparable approach when deriving the fair value of investments. For example, please state if a straight average is used. In addition, please inform the Staff as to the spread between the two valuation methods.

Response: The process used by the Company to value its equity investments is to apply an equal weighting to both the market
comparable method and the discounted cash flow method. In certain circumstances, the Company concluded that the market comparables were either not similar (for reasons such as market capitalization, diversification, years in business, etc.) and were
not appropriate to utilize for valuation purposes and therefore assigned a higher weighting to the discounted cash flow.

 The Company
weighted its largest two investments (Universal Processing Services of Wisconsin, LLC and Crystaltech Web Hosting, Inc., which collectively totaled $67.0 million, or 86%, of the $78.1 million of equity investments valued as of June 30, 2014),
equally (50/50) based, in part, on the methodology used by its third party valuation specialist on previous valuations. The largest divergence in valuations between the two methods was approximately 9% of the total valuation.

11.
Note 3 to the Unaudited Consolidated Special Purpose Schedule of Investments— Please identify in the table presenting the quantitative information regarding the unobservable inputs of the Level 3 investments as of
June 30, 2014 information regarding in what proportion the market comparable companies and discounted cash flow methods were used to fair value the Company’s equity investments.

 Ms. Sheila Stout

October 27, 2014

  Page
 4

 Response: The Company has revised the above-referenced disclosure in response
to the Staff’s comment.

12.
Note 3 to the Unaudited Consolidated Special Purpose Schedule of Investments— In the table presenting the quantitative information regarding the unobservable inputs of the Level 3 investments as of June 30,
2014, please amend the weighted average column to reflect the weighted average of the range used to value investments for each valuation technique.

Response: The Company has revised the above-referenced disclosure in response to the Staff’s comment.

13.
Note 3 to the Unaudited Consolidated Special Purpose Schedule of Investments— On a going-forward basis, please revise the language stating “Significant changes in the unobservable inputs could result in a
significant change in the fair value estimate…” to take into account that even an insignificant change in the unobservable inputs could result in a significant change in fair value.

Response: The Company acknowledges the Staff’s comment and advises that it will revise the language stating
“Significant changes in the unobservable inputs could result in a significant change in the fair value estimate…” to take into account that even an insignificant change in the unobservable inputs could result in a significant change
in fair value in its next periodic report.

14.
Note 3 to the Unaudited Consolidated Special Purpose Schedule of Investments— On a going forward basis, please include related party disclosure for a period of three years. In addition, please confirm that such
disclosure will comply with U.S. generally accepted accounting principles (“GAAP”).

 Response: The
Company acknowledges the Staff’s comment and advises that it will include related party disclosure for a period of three years and confirms that such disclosure will comply with GAAP.

15.
On a going forward basis, please confirm that the Company will include footnote disclosure in its audited Consolidated Special Purpose Schedule of Investments consistent with what would be required under Rules 3-09 and
4-08(g) under Regulation S-X with respect to each significant subsidiary that will not be consolidated subsequent to its election to be regulated as a BDC.

Response: The Company acknowledges the Staff’s comment and advises the Staff that it will include footnote disclosure in
its audited Consolidated Special Purpose Schedule of

 Ms. Sheila Stout

October 27, 2014

  Page
 5

 Investments consistent with what would be required under Rules 3-09 and 4-08(g) under
Regulation S-X with respect to each significant subsidiary that will not be consolidated subsequent to its election to be regulated as a BDC in its next periodic report.

*     *     *     *     *

In addition, the Company confirms that:

•

The Company is responsible for the accuracy and adequacy of the disclosure in the Registration Statement;

•

Staff comments or changes to disclosure in response to Staff comments in the Registration Statement reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing;

•

The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions or additional comments concerning the foregoing, please contact the undersigned at (202) 383-0176 or John J.
Mahon at (202) 383-0515.

 Sincerely,

/s/ Steven B. Boehm

Steven B. Boehm

Cc:
Barry Sloane, Newtek Business Services Corp.

Matthew Ash, Newtek Business Services Corp.

John Mahon, Sutherland Asbill & Brennan LLP

CORRESP
1
filename1.htm

SEC RESPONSE LETTER

 [Letterhead of Sutherland Asbill & Brennan LLP]

 October 27, 2014

VIA EDGAR

 Ms. Sheila Stout

Division of Investment Management

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
Newtek Business Services Corp.

Registration Statement on Form N-2

File No.: 333-191499

 Dear Ms. Stout:

On behalf of Newtek Business Services Corp. (the “Company”), set forth below are the Company’s responses to the oral comments
provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the Company on October 23, 2014 with respect to
Amendment No. 3 to the Company’s registration statement on Form N-2 (File No. 333-191499), filed with the Commission on October 17, 2014 (the “Registration Statement”), the prospectus included therein (the
“Prospectus”). The Staff’s comments are set forth below and are followed by the Company’s responses.

 Where revisions
are referenced in the responses below, such changes are reflected in the changed pages to the Registration Statement attached hereto.

 Accounting
Comments

1.
General— Please ensure that the effect of the reverse stock split will be reflected in all per share information included in the Registration Statement.

Response: The Company has revised the above-referenced disclosure in response to the Staff’s comment.

2.
Fee Table— Please include clarifying language setting forth the assumptions to the Fee Table.

Response: The Company has revised the above-referenced disclosure in response to the Staff’s comment.

 Ms. Sheila Stout

October 27, 2014

  Page
 2

3.
Seed Financial Statements— Please include the audited Seed Stage Financial Statements for the Company as of March 31, 2014.

Response: The Company has revised the above-referenced disclosure in response to the Staff’s comment.

4.
Consolidated Special Purpose Schedule of Investments— Please confirm to the Staff on a supplemental basis that over 75% of the loans as of the anticipated effective date of the Registration Statement will have been
audited.

 Response: The Company confirms to the Staff on a supplemental basis that over 75% of the loans as of
the anticipated effective date of the Registration Statement will have been included in the audited Consolidated Special Purpose Schedule of Investments.

5.
Footnote 13 to the Unaudited Consolidated Special Purpose Schedule of Investments—Please provide the Staff on a supplemental basis with a description of the sequence of events that led to the portfolio companies
noted in footnote 13 having a zero cost basis.

 Response: The Company advises the Staff on a supplemental
basis that the majority of the portfolio companies noted in footnote 13 were initially created by Newtek Business Services, Inc. (“Newtek NY”) and were treated as consolidated subsidiaries. The internal legal costs to
organize the entities and the immaterial external filing fees were expensed when incurred by Newtek NY. Upon the merger between the Company and Newtek NY, such companies will be deconsolidated.

6.
Footnotes to the Unaudited Consolidated Special Purpose Schedule of Investments— On a going-forward basis, please include parenthetical information specifying where in the Notes to the Consolidated Special Purpose
Schedule of Investments the entities listed in footnotes 6 through 12 and in footnote 14 are described as holding companies.

Response: The Company acknowledges the Staff’s comment and advises that it will include parenthetical information
specifying where in the Notes to the Consolidated Special Purpose Schedule of Investments the entities listed in footnotes 6 through 12 and in footnote 14 are described as holding companies in its next periodic report.

7.
Note 1 to the Unaudited Consolidated Special Purpose Schedule of Investments— Please clarify the accuracy of the statement that “there can be no assurance…will be ultimately merged into Newtek MD” or
remove the statement.

 Response: The Company has revised the above-referenced disclosure in response to the
Staff’s comment.

 Ms. Sheila Stout

October 27, 2014

  Page
 3

8.
Note 2 to the Unaudited Consolidated Special Purpose Schedule of Investments— In the last sentence of the second paragraph, please replace the word “investments” with the phrase “of the holding
companies.”

 Response: The Company has revised the above-referenced disclosure in response to the
Staff’s comment.

9.
Note 2 to the Unaudited Consolidated Special Purpose Schedule of Investments— In the last sentence of the third paragraph, please add the word “consolidated” before the word “subsidiaries.”

 Response: The Company has revised the above-referenced disclosure in response to the Staff’s comment.

10.
Note 3 to the Unaudited Consolidated Special Purpose Schedule of Investments— Please provide the Staff on a supplemental basis with a description of the process involved in averaging the income approach and the
market comparable approach when deriving the fair value of investments. For example, please state if a straight average is used. In addition, please inform the Staff as to the spread between the two valuation methods.

Response: The process used by the Company to value its equity investments is to apply an equal weighting to both the market
comparable method and the discounted cash flow method. In certain circumstances, the Company concluded that the market comparables were either not similar (for reasons such as market capitalization, diversification, years in business, etc.) and were
not appropriate to utilize for valuation purposes and therefore assigned a higher weighting to the discounted cash flow.

 The Company
weighted its largest two investments (Universal Processing Services of Wisconsin, LLC and Crystaltech Web Hosting, Inc., which collectively totaled $67.0 million, or 86%, of the $78.1 million of equity investments valued as of June 30, 2014),
equally (50/50) based, in part, on the methodology used by its third party valuation specialist on previous valuations. The largest divergence in valuations between the two methods was approximately 9% of the total valuation.

11.
Note 3 to the Unaudited Consolidated Special Purpose Schedule of Investments— Please identify in the table presenting the quantitative information regarding the unobservable inputs of the Level 3 investments as of
June 30, 2014 information regarding in what proportion the market comparable companies and discounted cash flow methods were used to fair value the Company’s equity investments.

 Ms. Sheila Stout

October 27, 2014

  Page
 4

 Response: The Company has revised the above-referenced disclosure in response
to the Staff’s comment.

12.
Note 3 to the Unaudited Consolidated Special Purpose Schedule of Investments— In the table presenting the quantitative information regarding the unobservable inputs of the Level 3 investments as of June 30,
2014, please amend the weighted average column to reflect the weighted average of the range used to value investments for each valuation technique.

Response: The Company has revised the above-referenced disclosure in response to the Staff’s comment.

13.
Note 3 to the Unaudited Consolidated Special Purpose Schedule of Investments— On a going-forward basis, please revise the language stating “Significant changes in the unobservable inputs could result in a
significant change in the fair value estimate…” to take into account that even an insignificant change in the unobservable inputs could result in a significant change in fair value.

Response: The Company acknowledges the Staff’s comment and advises that it will revise the language stating
“Significant changes in the unobservable inputs could result in a significant change in the fair value estimate…” to take into account that even an insignificant change in the unobservable inputs could result in a significant change
in fair value in its next periodic report.

14.
Note 3 to the Unaudited Consolidated Special Purpose Schedule of Investments— On a going forward basis, please include related party disclosure for a period of three years. In addition, please confirm that such
disclosure will comply with U.S. generally accepted accounting principles (“GAAP”).

 Response: The
Company acknowledges the Staff’s comment and advises that it will include related party disclosure for a period of three years and confirms that such disclosure will comply with GAAP.

15.
On a going forward basis, please confirm that the Company will include footnote disclosure in its audited Consolidated Special Purpose Schedule of Investments consistent with what would be required under Rules 3-09 and
4-08(g) under Regulation S-X with respect to each significant subsidiary that will not be consolidated subsequent to its election to be regulated as a BDC.

Response: The Company acknowledges the Staff’s comment and advises the Staff that it will include footnote disclosure in
its audited Consolidated Special Purpose Schedule of

 Ms. Sheila Stout

October 27, 2014

  Page
 5

 Investments consistent with what would be required under Rules 3-09 and 4-08(g) under
Regulation S-X with respect to each significant subsidiary that will not be consolidated subsequent to its election to be regulated as a BDC in its next periodic report.

*     *     *     *     *

In addition, the Company confirms that:

•

The Company is responsible for the accuracy and adequacy of the disclosure in the Registration Statement;

•

Staff comments or changes to disclosure in response to Staff comments in the Registration Statement reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing;

•

The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions or additional comments concerning the foregoing, please contact the undersigned at (202) 383-0176 or John J.
Mahon at (202) 383-0515.

 Sincerely,

/s/ Steven B. Boehm

Steven B. Boehm

Cc:
Barry Sloane, Newtek Business Services Corp.

Matthew Ash, Newtek Business Services Corp.

John Mahon, Sutherland Asbill & Brennan LLP

CORRESP
1
filename1.htm

CORRESP

 NEWTEK BUSINESS SERVICES CORP.

212 West 35th Street, 2nd Floor

New York, NY 10001

 (212) 356-9500

 September 30, 2014

 U.S. Securities and Exchange
Commission

 Division of Investment Management

 100 F Street
N.E.

 Washington, DC 20549

 Attn: Mary Cole, Esq.

Re:
Newtek Business Services Corp.

 Registration Statement on Form N-14 (File
No. 333-195998)

 Dear Ms. Cole:

In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Newtek Business Services Corp.
(the “Company”) respectfully request acceleration of effectiveness of the above-captioned registration statement (the “Registration Statement”), including all amendments thereto, to 5:00 p.m., Eastern
Time, on September 30, 2014 or as soon thereafter as possible.

 In connection with the submission of the Company’s request for
accelerated effectiveness of the above-referenced Registration Statement, the Company hereby acknowledges that:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

should the Securities and Exchange Commission (the “Commission”) or the staff thereof (the “Staff”), acting pursuant to delegated authority, declare the filing effective,
it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Company may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

NEWTEK BUSINESS SERVICES CORP.

By:

/s/ Barry Sloane

Barry Sloane

Chief Executive Officer

CORRESP
1
filename1.htm

CORRESP

Table of Contents

 [Sutherland Letterhead]

July 9, 2014

 VIA EDGAR

Ms. Mary A. Cole

 Ms. Sheila Stout

Division of Investment Management

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
Newtek Business Services Corp.

 Registration Statement on Form N-14

File No.: 333-195998

 Dear Ms. Cole and
Ms. Stout:

 On behalf of Newtek Business Services Corp. (the “Company”), set forth below are the
Company’s responses to the comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the Company orally
on June 10, 2014, June 12, 2014 and July 2, 2014 with respect to the Company’s registration statement on Form N-14 (File No. 333-195998), filed with the Commission on May 15, 2014, as amended (the “Registration
Statement”), and the prospectus included therein (the “Prospectus”). The Staff’s comments are set forth below and are followed by the Company’s responses. Where revisions to the Prospectus are indicated
in the Company’s responses, such revisions are set forth in the changed pages to the Registration Statement, filed concurrently herewith.

 General

1.
Cover Page of Proxy Statement—In the third paragraph, please delete the language stating that “Newtek MD’s investment objectives will be substantially similar to Newtek NY’s current investment
objective.”

 Response: The Company has revised the above referenced disclosure in response to the
Staff’s comment.

2.
Investment Objectives and Policies—Please clarify whether Newtek Small Business Finance, Inc. (“NSBF”) retains a residual interest in the loans it securitizes.

Table of Contents

 Ms. Mary A. Cole

Ms. Sheila Stout

 July 9, 2014

 Page
 2

 Response: The Company has revised the above referenced disclosure in response
to the Staff’s comment.

3.
Summary Risk Factors— With respect to the Summary Risk Factors, the Company is changing its business and the disclosure should reflect the Company’s shift in focus. Please re-order the risks included in this
section to focus more prominently on those related to operating as a BDC.

 Response: The Company has revised
the above referenced disclosure in response to the Staff’s comment.

4.
Risks Relating to Our Common Shares— The disclosure states that two shareholders beneficially own approximately 24% of the Company’s common shares. Please confirm that then approval of the New Equity
Compensation Plan will meet the requisite standards for a “required majority” set forth in Section 57(o) of the 1940 Act.

Response: The Company confirms that the approval of the New Equity Compensation Plan will meet the requisite standards for a
“required majority” set forth in Section 57(o) of the 1940 Act and has revised the above referenced disclosure accordingly.

5.
Risk Factors – Reincorporation Transaction— With respect to the risk factor stating that “a portion of our distributions may be a return of capital,” please clarify that shareholders should not
assume that a distribution is derived from net profit. Include disclosure that any distribution does not reflect earnings in any manner. Also, state whether the Company intends to report a distribution yield.

Response: The Company has revised the above referenced disclosure in response to the Staff’s comment.

6.
Comparative Fees and Expenses— Please include disclosure in the table clarifying that Newtek MD is currently a shell corporation. Also, please remove the line item “Acquired fund fees and expenses” to the
extent those amounts are currently estimated to be zero.

 Response: The Company has revised the above
referenced disclosure in response to the Staff’s comment.

7.
Proposal II – Approval of Reverse Stock Split— Please confirm to the Staff that all outstanding options to officers and affiliates will be terminated prior to Newtek MD’s election to be regulated as a
BDC.

Table of Contents

 Ms. Mary A. Cole

Ms. Sheila Stout

 July 9, 2014

 Page
 3

 Response: The Company confirms to the Staff on a supplemental basis that all
outstanding options to officers and affiliates will be terminated prior to Newtek MD’s election to be regulated as a BDC.

 Accounting Comments

1.
Please revise the Prospectus to include an audited special purpose Schedule of Investments showing the impact of the Proposed Merger.

Response: The Company has attached a draft unaudited special purpose Schedule of Investments to this correspondence and will
amend the Registration Statement to include an audited special purpose Schedule of Investments prior to requesting effectiveness.

2.
Please revise the Prospectus to include a Capitalization Table showing the impact of the proposed Merger.

Response: The Company has revised the Prospectus in response to the Staff’s comment by including a draft Capitalization
Table in the changed pages attached to this submission. The Capitalization Table will be completed prior to requesting effectiveness.

3.
Please confirm that new consents from the Company’s registered public accounting firm will be filed with each pre-effective amendment to the Registration Statement.

Response: The Company confirms that new consents from its registered public accounting firm will be filed with each pre-effective
amendment to the Registration Statement.

4.
In your response, please explain on a supplemental basis when the Reverse Stock Split will occur. In addition, please note that the effect of the Reverse Stock Split should be reflected in the Selected Financial Data
and elsewhere throughout the Company’s registration statement on Form N-2 (File No. 814-01035) (the “N-2 Registration Statement”).

Response: The Company advises the Staff on a supplemental basis that the Reverse Stock Split will occur prior to the
Reincorporation Transaction, and shortly following the special Stockholders Meeting.

5.
Please include a Senior Securities Table in the Company’s Registration Statement on Form N-2 pertaining to its proposed public offering.

Table of Contents

 Ms. Mary A. Cole

Ms. Sheila Stout

 July 9, 2014

 Page
 4

 Response: The Company confirms that it will include a Senior Securities Table
in its Registration Statement. The Senior Securities Table will be completed prior to requesting effectiveness.

6.
Please advise the Staff on a supplemental basis which entity will be the legal survivor of the Reincorporation Transaction and which entity will be the accounting survivor of the Reincorporation Transaction. In
addition, please clarify whether or not performance data, including historical data and financial statements, will be carried over from Newtek Business Services, Inc. to the Company upon completion of the Reincorporation Transaction. If this data is
being carried over, include disclosure regarding the change in valuation techniques from Newtek Business Services, Inc. to the Company.

Response: The Company advises the Staff on a supplemental basis that Newtek Business Services Corp. will be both the legal and
the accounting survivor of the Reincorporation Transaction. The performance data, including historical data and financial statements will be carried over to Newtek Business Services Corp. from Newtek Business Services, Inc.

7.
Please provide to the Staff a list of each of the Company’s non-consolidated portfolio companies and an explanation of why it is appropriate under GAAP and Regulation S-X for each to not be consolidated with the
Company, including information regarding any minority owners, if applicable.

 Response:

The Company’s significant non-consolidated portfolio companies will include: Universal Processing Services of Wisconsin, LLC d/b/a Newtek
Merchant Solutions (“NMS”), Crystaltech Web Hosting, Inc., d/b/a Newtek Managed Technology Solutions (“NTS”), Newtek Insurance Agency, LLC (“NIA”), and CDS Business Services, Inc. (“CDS”). Together, NMS, NTS,
NIA, and CDS are the “Portfolio Companies.” In addition, Newtek Small Business Finance, Inc. (“NSBF”) will be consolidated with the Company.

The Company is a Maryland corporation formed in August 2013 as a closed-end, externally managed, non-diversified management investment company
that intends to elect to be treated as a business development company (“BDC”) under the Investment Company Act of 1940 (“1940 Act”), as amended. Furthermore, as the Company is an investment company, it will apply the guidance in
FASB Accounting Standards Codification (“ASC”) Topic 946. In addition, for tax purposes the Company intends on electing to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of
1986, as amended (the “Code”). Upon effectuating the BDC Election, certain of Newtek Business Services, Inc.’s historical operating companies, the Portfolio Companies, will survive as non-consolidated portfolio companies of the
Company. Revenue from the Portfolio Companies will not be

Table of Contents

 Ms. Mary A. Cole

Ms. Sheila Stout

 July 9, 2014

 Page
 5

recognized or reported as revenue of the Company. Instead, such the Portfolio Companies will provide the Company with dividend and interest income in connection with the Company’s equity or
debt investments in such entities. In addition, the fair value of the Portfolio Companies will be included on the Company’s balance sheet and any appreciation or deprecation in such fair value will be reflected on the Company’s income
statement.

 NMS has a long history of providing electronic payment processing to clients. NTS has a long history of providing website
hosting, dedicated serving hosting, cloud hosting, web design and development, internet marketing, e-commerce, data storage and backup, and other related services to more than 124,000 customer accounts. NIA has a long history of serving as a retail
and wholesale agency specializing in the sale of commercial and health/benefits lines insurance products to small- and medium- sized businesses, as well as providing various personal lines of insurance. CDS has a long history of providing
traditional factoring and receivables to small- and medium- sized businesses. As none of the Portfolio Companies meet the definition of investment company set forth below, the Company believes it is appropriate for them to no longer be consolidated.

 In accordance with paragraph 810-10-15-10(a)3 of ASC 810 (and 946-810-45-2 of ASC 946), it is not appropriate for an investment company to
consolidate a non-investment company. The only exception to this is if that investee non-investment company provides substantial services to the investment company (such as an investment advisor) and is controlled by the investment company. This is
because in those cases the purpose of the investee is to provide services and not to provide investment income or realize a gain on disposal.

Accordingly, in all other cases, the investment company must treat the investee as a portfolio company and carry the investment at fair value.

 This is detailed in Article 6.03(c) of Regulation S-X, which states:

(1) Consolidated and combined statements filed for registered investment companies shall be prepared in accordance with Rules 3A-01 to 3A-05
(Article 3A), except that

 (i) statements of the registrant may be consolidated only with the statements of
subsidiaries which are investment companies;

Table of Contents

 Ms. Mary A. Cole

Ms. Sheila Stout

 July 9, 2014

 Page
 6

 (ii) a consolidated statement of the registrant and any of its investment
company subsidiaries shall not be filed unless accompanied by a consolidating statement which sets forth the individual statements of each significant subsidiary included in the consolidated statement:

Provided, however.

 That a
consolidating statement need not be filed if all included subsidiaries are totally held; and

 (iii) consolidated or
combined statements filed for subsidiaries not consolidated with the registrant shall not include any investment companies unless accompanied by consolidating or combining statements which set forth the individual statements of each included
investment company which is a significant subsidiary.

 In June 2013, the Financial Accounting Standards Board issued Accounting Standards
Update 2013-08, Financial Services—Investment Companies (Topic 946): Amendments to the Scope, Measurement, and Disclosure Requirements. The update amends the criteria that define an investment company, requires additional disclosures, and seeks
to clarify the measurement guidance. Public companies were required to apply ASU 2013-08 prospectively for interim and annual reporting periods beginning after December 15, 2013. The Company continues to be an investment company under the new
guidance. NMS, NTS, CDS, and NIA continue to not be investment companies under the new guidance.

 Per ASC 946-10-15-4, an entity regulated
under the 1940 Act is an investment company under this Topic. None of NMS, NTS, CDS, or NIA has ever been regulated under the 1940 Act.

Per ASC 946-10-15-5, an entity that is not regulated under the 1940 Act shall assess all the characteristics of an investment company in
paragraphs 946-10-15-6 through 15-7 to determine whether it is an investment company. The entity shall consider its purpose and design when making that assessment.

Per ASC 946-10-15-6, an investment company has the following fundamental characteristics:

a. It is an entity that does both of the following:

1. Obtains funds from one or more investors and provides the investor(s) with investment management services.

2. Commits to its investor(s) that its business purpose and only substantive activities are investing the funds solely for
returns from capital appreciation, investment income, or both.

Table of Contents

 Ms. Mary A. Cole

Ms. Sheila Stout

 July 9, 2014

 Page
 7

 b. The entity or its affiliates do not obtain or have the objective of obtaining returns or
benefits from an investee or its affiliates that are not normally attributable to ownership interests or that are other than capital appreciation or investment income.

Per ASC 946-10-15-7, an investment company also has the following typical characteristics:

a. It has more than one investment.

b. It has more than one investor.

c. It has investors that are not related parties of the parent (if there is a parent) or the investment manager.

d. It has ownership interests in the form of equity or partnership interests.

e. It manages substantially all of its investments on a fair value basis.

To be an investment company, an entity shall possess the fundamental characteristics in paragraph ASC 946-10-15-6. Typically, an investment
company also has all of the characteristics in ASC 946-10-15-7. However, the absence of one or more of those typical characteristics does not necessarily preclude an entity from being an investment company. If an entity does not possess one or more
of the typical characteristics, it shall apply judgment and determine, considering all facts and circumstances, how its activities continue to be consistent (or are not consistent) with those of an investment company.

Each of the Portfolio Companies is an operating company where senior management and employees draw a base salary and earn an annual bonus. None
have ever been an investment company under U.S. GAAP nor have any applied investment company accounting. Each of the Portfolio Companies does not meet the fundamental characteristics of an investment company. None have ever provided or offered to
provide investment management services. None are registered as an investment advisers or it retained the services of an investment adviser, typical of investment companies. None have promoted themselves or held themselves out to provide or offer
investment management services to any investor. Each of the Portfolio Companies have not in the past, and will not in the future, seek investors at all. They do not have a business objective of making i

CORRESP
1
filename1.htm

Correspondence

 [Letterhead of Sutherland Asbill & Brennan LLP]

February 5, 2014

 VIA EDGAR

 Ms. Mary A. Cole, Esq.

 Ms. Sheila Stout

 Division of Investment Management

 U.S. Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, D.C.
20549

Re:

Newtek Business Services Corp.

Registration Statement on Form N-2

File Nos.: 814-01035: 333-191499

 Dear Ms. Cole and Ms. Stout:

On behalf of Newtek Business Services Corp. (the “Company”), set forth below are the Company’s responses to the
oral accounting comments provided by the staff of the Division of Investment Management (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) to the Company on
September 19, 2013 with respect to the Company’s registration statement on Form N-2 (File No. 333-191499), filed with the Commission on October 1, 2013, as amended (the “Registration Statement”), and the
prospectus included therein (the “Prospectus”). The Staff’s comments are set forth below and are followed by the Company’s responses.

1.
Please provide the Staff with a detailed analysis regarding why the Company believes that it is appropriate to consolidate Newtek Small Business Finance Inc. (“NSBF”) for financial statement
reporting purposes, as well as for the purpose of determining compliance by the Company with Section 55(a) under the Investment Company Act of 1940, as amended. In particular, please address why the Company believes that it should look through
NSBF to its underlying assets for purposes of Section 55(a), given the apparent distinction under the 1940 Act between small business investment companies (“SBICs”) and small business lending corporations
(“SBLCs”). In addition, please provide a fulsome analysis regarding whether NSBF should be considered an investment company for GAAP purposes.

Response: The Company believes that it is both appropriate, and consistent with recent Staff guidance, to consolidate NSBF for
both financial statement reporting purposes and for testing compliance with Section 55(a) under the 1940 Act in view of the fact that (i) NSBF should arguably be considered an “investment company” for GAAP purposes,

 Ms. Mary A. Cole, Esq.

Ms. Sheila Stout

 February 5, 2014

 Page
 2

particularly in view of the treatment of comparable investment vehicles, and (ii) in instances where the Commission has considered both SBICs and SBLCs concurrently, it appears to have given
equal weight to both SBA-sponsored vehicles.

 Overview of the Operations of NSBF

NSBF originates, sells, funds, and services government guaranteed loans under Section 7(a) of the Small Business Act, which is overseen by
the Small Business Administration (“SBA”), and indeed, NSBF can only make 7(a) loans. NSBF is one of 14 SBA-licensed SBLCs that provide loans nationwide under the federal Section 7(a) loan program (“SBA 7(a)
loans”). NSBF has received preferred lender program (“PLP”) status, a designation whereby the SBA authorizes the most experienced SBA lenders to place SBA guarantees on loans without seeking prior SBA review and
approval. Being a national lender, PLP status allows NSBF to serve its clients in an expedited manner since it is not required to present applications to the SBA for concurrent review and approval.

NSBF originates loans ranging from $50,000 to $5,000,000 to both startup and existing businesses, which use the funds for a wide range of
business needs. Notably, nearly all of NSBF’s borrowers would qualify as “eligible portfolio companies” for purposes of Section 55(a) under the 1940 Act. The SBA does not fully guarantee the SBA 7(a) Loans. An SBA 7(a) Loan is
instead bifurcated into a guaranteed portion and an unguaranteed portion, each accruing interest on the principal balance of such portion at a per annum rate in effect from time to time. NSBF originates variable interest loans, usually set at a
fixed index to the prime rate and resettable quarterly; NSBF can set the interest reset to other periods including monthly and also set the index to LIBOR. NSBF provides asset management services to the SBA and investors by collecting principal and
interest on the loans it issues and pursuing liquidation or collection services when necessary.

 Applicability of Investment Company
Designation for GAAP Purposes

 In June 2013, FASB issued Accounting Standards Update No. 2013-08 which amended the scope,
measurement and disclosure requirements for Financial Services – Investment Companies (Topic 946). Under ASU 946-10-15-5, an entity that is not regulated under the 1940 Act, such as NSBF, shall assess all the characteristics of an investment
company in paragraphs 946-10-15-6 through 15-7 to determine whether it is an investment company for GAAP purposes. The entity shall consider its purpose and design when making that assessment. In particular, per ASU 946-10-15-6, an investment
company should have the following fundamental characteristics:

•

It is an entity that does both of the following:

•

Obtains funds from one or more investors and provides the investor(s) with investment management services; and

•

Commits to its investor(s) that its business purpose and only substantive activities are investing the funds solely for returns from capital appreciation, investment income, or both; and

•

The entity or its affiliates do not obtain or have the objective of obtaining returns or benefits from an investee or its affiliates that are not normally attributable to ownership interests or that are other than
capital appreciation or investment income.

 Ms. Mary A. Cole, Esq.

Ms. Sheila Stout

 February 5, 2014

 Page
 3

 Further, ASU 946-10-15-7 states that an investment company also has the following typical
characteristics:

•

It has more than one investment;

•

It has more than one investor;

•

It has investors that are not related parties of the parent (if there is a parent) or the investment manager;

•

It has ownership interests in the form of equity or partnership interests; and

•

It manages substantially all of its investments on a fair value basis.

 Notably, while all of
the equity interests of NSBF are held by the Company, NSBF holds all of the residual equity interests in the securitization trust vehicles that it sponsors and to which it sells loans for the securitization program. There are a significant number of
investors who have acquired debt instruments from the trusts which provides the capital for NSBF to operate and make loans under the SBA’s 7(a) lending program. NSBF’s only substantive business activities are investing such capital in SBA
7(a) loans solely for the purpose of investment income, and to a limited extent, capital appreciation. NSBF receives no benefits, nor does it have the objective of receiving any such benefits, from its debt or equity investors, including the
Company. As a result, the Company believes that NSBF clearly has the fundamental characteristics required to be deemed an investment company for GAAP purposes.

With respect to the other typical characteristics of an investment company for GAAP purposes, NSBF’s portfolio consists of numerous SBA
7(a) loans, as well as the residual interests in securitization vehicles comprised of similar SBA 7(a) loans. In addition and as indicated above, while the Company holds all of the equity interests of NSBF, numerous non-affiliated parties hold debt
securities issued by NSBF, either directly or through securitization vehicles that it sponsors. These investors have depended on the ability of NSBF to make and service high quality small business loans and seek to earn investment income by
participating through the debt investments. Also, while NSBF is presently structured in the form of a corporation, it intends to convert to a limited liability

 Ms. Mary A. Cole, Esq.

Ms. Sheila Stout

 February 5, 2014

 Page
 4

company structure, similar to a partnership. Finally, the interests in SBA 7(a) loans and securitization vehicles currently held by NSBF are subject to fair value treatment in accordance with ASC
820. The Company therefore believes that NSBF meets all of the typical characteristics applicable to investment companies from a GAAP perspective.

Analysis of the Treatment of SBLCs Under the 1940 Act

The Company acknowledges that SBICs are specifically referenced in connection with registered closed-end funds and business development
companies under the 1940 Act, including in connection with Section 18(k) thereunder, while the 1940 Act lacks any mention of SBLCs. However, the applicable legislative history, which likewise omits any specific reference to SBLCs, appears to
suggest any such omission from the 1940 Act was more in the form of an oversight than any intentional exclusion. To that end, in two cases the Commission recognized that an arrangement involving an investment company and its wholly-owned SBIC and
SBLC subsidiaries was consistent with the polices and purposes of the 1940 Act (see, e.g., Allied Capital Corporation, Investment Company Act Release No. 12440, May 19, 1982; and Allied Capital Corporation, Investment
Company Act Release No. 9540, November 22, 1976).

 Similarly, in Pro-Med Capital, Inc., Investment Company Act
Release No. 13551, September 30, 1983, the Commission granted certain exemptive relief, including regarding the asset coverage test set forth in Section 18(a) under the 1940 Act as it related to debt of a wholly-owned SBLC, among
other things, with respect to another registered investment company that had both SBIC and SBLC subsidiaries, further suggesting that the Commission believed that SBLCs should be afforded the same policy considerations as SBICs when viewed within
the context of the 1940 Act. The Company therefore does not believe that there is any policy rationale, either under the 1940 Act or otherwise, to treat an SBLC subsidiary differently from and SBIC subsidiary. An SBIC subsidiary is traditionally
consolidated for GAAP purposes and its underlying assets are tested for compliance with Section 55(a) under the 1940 Act. In addition, unlike other SBLCs that may have in the past been acquired as portfolio companies by BDCs, but retained their
separate management structure, NSBF was sponsored by, and has during its existence remained a direct or indirect wholly-owned consolidated subsidiary of the Company.

2.
Please confirm that the Company expects that its auditors will be able to issue a clean audit opinion with respect to its consolidation of NSBF after the Company’s election to be regulated as a BDC.

 Response: The Company confirms to the Staff that it expects its auditors will be able to issue an unqualified
audit opinion with respect to its consolidation of NSBF after the Company’s election to be regulated as a BDC.

 Ms. Mary A. Cole, Esq.

Ms. Sheila Stout

 February 5, 2014

 Page
 5

3.
Please confirm that the Company will include footnote disclosure in its audited special purpose schedule of investments consistent with what would be required under Rule 4-08(g) under Regulation S-X with respect to each
significant subsidiary that will not be consolidated subsequent to its election to be regulated as a BDC.

Response: The Company confirms to the Staff that it will include footnote disclosure in its audited special purpose schedule of
investments included in the Prospectus prior to effectiveness of the Registration Statement that will be consistent with what would be required under Rule 4-08(g) under Regulation S-X with respect to each significant subsidiary that will not be
consolidated subsequent to its election to be regulated as a BDC.

4.
Please confirm that the Company will revise the “Capitalization” table included in the Prospectus to reflect the impact of the proposed reverse stock split in a separate column.

Response: The Company confirms to the Staff that it will revise the “Capitalization” table included in the Prospectus
to reflect the impact of the proposed reverse stock split in a separate column.

5.
We note the Company’s disclosure regarding NSBF which references servicing certain loan portfolios on behalf of third-parties. Please advise us on a supplemental basis what such servicing entails. For example, are
those third-party services related to the non-guaranteed component of NSBF’s SBA 7(a) loans? We may have further comment.

Response: The Company advises the Staff on a supplemental basis that NSBF routinely services loans that it has securitized, which
typically entails collecting interest and principal payments from borrowers and making distributions to investors in the securitization vehicles which hold those loans. In addition, NSBF from time to time has been asked to provide similar services,
which are purely administrative in nature, to loan portfolios maintained by third parties, including the FDIC.

*        *        *

If you have any questions or additional comments concerning the foregoing, please contact the undersigned at (202) 383-0176 or John J.
Mahon at (202) 383-0515.

Sincerely,

 /s/ Steven B. Boehm

Steven B. Boehm

 Ms. Mary A. Cole, Esq.

Ms. Sheila Stout

 February 5, 2014

 Page
 6

Cc:
Barry Sloane, Newtek Business Services Corp.

 Matthew Ash, Newtek Business Services Corp.

John Mahon, Sutherland Asbill & Brennan LLP