Item 8.01. Other Events
On January 23, 2023 NewtekOne, Inc. (the "Company") completed an exempt offering
of $50.0 million aggregate principal amount of its 8.125% notes due 2025 (the
"Notes" and the "Offering"). The Offering was consummated pursuant to the terms
of a purchase agreement (the "Purchase Agreement") dated January 23, 2023
between the Company and institutional accredited investors (the "Purchasers").
The Purchase Agreement provided for the Notes to be issued to the Purchasers in
a private placement in reliance on Section 4(a)(2) of the Securities Act of
1933, as amended (the "Securities Act"). The Company relied upon this exemption
from registration based in part on representations made by the Purchasers. The
Notes have not been registered under the Securities Act and may not be offered
or sold in the United States absent registration or an applicable exemption from
registration. The net proceeds from the sale of the Notes were approximately
$48.94 million, after deducting estimated offering expenses payable by the
Company. The Company intends to use the net proceeds from the sale of the Notes
for general corporate purposes, including payment of expenses incurred in
connection with the issuance of the Notes and other working capital purposes.
The Notes will mature on February 1, 2025. The Notes bear interest at a rate of
8.125% per year payable semiannually on February 1 and August 1 each year,
commencing on August 1, 2023. The Notes will be the Company's direct unsecured
obligations and rank pari passu, or equal, with all outstanding and future
unsecured unsubordinated indebtedness issued by the Company. The Notes will be
effectively subordinated to the Company's existing and future secured
indebtedness to the extent of the value of the assets securing such
indebtedness, and structurally subordinated to all existing and future
indebtedness and other obligations of any of the Company's subsidiaries.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information required by Item 2.03 is contained in Item 8.01 of this Current
Report on Form 8-K and is incorporated by reference herein.
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