NEWTEKONE, INC. Item 1.01. Entry Into a Material Definitive Agreement.
OnMay 20, 2021 ,Newtek Business Services Corp. (the "Company") andU.S. Bank National Association (the "Trustee"), entered into a Ninth Supplemental Indenture (the "Ninth Supplemental Indenture") to the Indenture, dated as ofSeptember 23, 2015 , between the Company and the Trustee (the "Base Indenture"). The Ninth Supplemental Indenture relates to the Company's issuance, offer and sale of$10,000,000 aggregate principal amount of its 5.75% notes due 2024 (the "Notes"). The Notes will be issued as additional notes under the Base Indenture, as supplemented by the Fourth Supplemental Indenture, datedJuly 29, 2019 (the "Fourth Supplemental Indenture"), the Eighth Supplemental Indenture, datedFebruary 16, 2021 (the "Eighth Supplemental Indenture"), and as further supplemented by the Ninth Supplemental Indenture (together with the Fourth Supplemental Indenture, the Eighth Supplemental Indenture and the Base Indenture, the "Indenture"). Pursuant to the Indenture, the Company issued (i)$55,000,000 aggregate principal amount of the 5.75% Notes due 2024 onJuly 29, 2019 , (ii)$8,250,000 aggregate principal amount of the 5.75% Notes due 2024 onAugust 13, 2019 , and (iii)$5,000,000 aggregate principal amount of the 5.75% Notes due 2024 onFebruary 16, 2021 (collectively, the "Existing Notes"). The Notes will be treated as a single series with the Existing Notes under the Indenture and will have the same terms as the Existing Notes. The Notes will have the same CUSIP number and will be fungible and rank equally with the Existing Notes. Upon issuance of the Notes, the outstanding aggregate principal amount of the Company's 5.75% Notes due 2024 will be$78,250,000 . The Notes will mature onAugust 1, 2024 and may be redeemed in whole or in part at any time or from time to time at the Company's option on or afterAugust 1, 2021 upon not less than 30 days nor more than 60 days written notice by mail prior to the date fixed for redemption thereof, at a redemption price of 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to but not including the date fixed for redemption. The Notes bear interest at a rate of 5.75% per year payable onFebruary 1 ,May 1 ,August 1 andNovember 1 of each year, commencingMay 1, 2021 .
The Company intends to use net proceeds to fund investments in debt and equity securities in accordance with its investment objective and strategies. The Company may also use the net proceeds for general corporate purposes, which include funding investments, repaying any outstanding indebtedness, acquisitions, and other general corporate purposes.
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. The Indenture contains certain covenants, including covenants requiring the Company to (i) comply with the asset coverage requirements of the Investment Company Act of 1940, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the Indenture.
The Notes were offered and sold pursuant to the Registration Statement on Form
N-2 (File No. 333-237974) and the prospectus supplement filed with the
The foregoing descriptions of the Base Indenture, Fourth Supplemental Indenture, Eighth Supplemental Indenture, Ninth Supplemental Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text of the Base Indenture, Fourth Supplemental Indenture, Eighth Supplemental Indenture, Ninth Supplemental Indenture and the Notes, respectively, each filed as exhibits hereto and incorporated by reference herein.
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 1.01 of this Current Report on Form 8-K and is incorporated by reference herein.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
4.1 Base Indenture dated of September 23, 2015 between Newtek Business
Services Corp. and U.S. Bank National Association , as trustee
(Incorporated by reference to Exhibit (d)(2) to Post Effective
Amendment No. 1 to Registration Statement on Form N-2 (File No.
333-237974) filed June 25, 2020 ).
4.2 Fourth Supplement Indenture dated of July 29, 2019 between Newtek
Business Services Corp. and U.S. Bank National Association, as trustee
(Incorporated by reference to Exhibit (d)(2) to Post Effective
Amendment No. 1 to Registration Statement on Form N-2 (File No.
333-237974) filed June 25, 2020 .
4.3 Eighth Supplement Indenture dated as of February 16, 2021 between
Newtek Business Services Corp. and U.S.
trustee (Incorporated by reference to Exhibit 4.3 to the Company's
Current Report on Form 8-K filed February 16, 2021).
4.4 Ninth Supplemental Indenture dated as of Business Services Corp. andU.S. Bank
National Association, as
trustee.
4.5 Form of 5.75 % Notes due 2024 (incorporated by reference to Exhibit 4.4
and Exhibit A therein).
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