Item 2.01. Completion of Acquisition or Disposition of Assets.
On January 6, 2023, Newtek Business Services Corp. (the "Company") completed the
previously announced acquisition of the National Bank of New York City ("NBNYC"
and the "Acquisition," respectively), a national bank regulated and supervised
by the Office of the Comptroller of the Currency, pursuant to which the Company
acquired from the NBNYC shareholders all of the issued and outstanding stock of
NBNYC for $20 million. (See Stock Purchase Agreement annexed as Exhibit 10.1 to
the Company's Form 8-K filed with the U.S. Securities and Exchange Commission
(the "SEC") on August 2, 2021.) NBNYC has been renamed Newtek Bank, National
Association ("Newtek Bank, N.A.") and has become a wholly owned subsidiary of
the Company. In connection with the completion of the Acquisition, the Company
has contributed to Newtek Bank, N.A. $31 million of cash and two of the
Company's portfolio companies, Newtek Business Lending, LLC ("NBL") and Small
Business Lending, LLC ("SBL"). The Company has also filed with the SEC a Form
N-54C, Notification of Withdrawal of Election to be Subject to the Investment
Company Act of 1940, and has ceased to be a business development company as of
January 6, 2023. As a result of the Acquisition, the Company is now a financial
holding company subject to the regulation and supervision of the Board of
Governors of the Federal Reserve System (the "Federal Reserve") and the Federal
Reserve Bank of Atlanta. The Company will no longer qualify as a regulated
investment company for federal income tax purposes and will no longer qualify
for accounting treatment as an investment company. As a result, in addition to
Newtek Bank, N.A. and its consolidated subsidiaries, NBL and SBL, the following
Newtek portfolio companies and subsidiaries will now be consolidated non-bank
subsidiaries in the Company's financial statements: Newtek Small Business
Finance, LLC; Newtek Merchant Solutions, LLC; Mobil Money, LLC; CDS Business
Services, Inc. d/b/a Newtek Business Credit Solutions; PMTWorks Payroll, LLC
d/b/a Newtek Payroll and Benefits Solutions; Newtek Insurance Agency, LLC;
Titanium Asset Management LLC; Newtek Business Services Holdco 6, Inc; Newtek
Commercial Lending, Inc.; Excel WebSolutions, LLC; Newtek Technology Solutions,
Inc and POS on Cloud, LLC, d/b/a Newtek Payment Systems. In addition, as a
result of commitments made to the Federal Reserve, the Company will divest or
otherwise terminate the activities conducted by Excel WebSolutions, LLC and
Newtek Technology Solutions, Inc., including its subsidiary SIDCO, LLC d/b/a/
Cloud Nine Services, within two years of becoming a financial holding company,
subject to any extension of the two-year period.
Item 9.01 Financial Statement and Exhibits
Financial statements required by this item will be filed by amendment to this
Form 8-K no later than 71 calendar days after the date hereof.
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