Item 1.01. Entry Into a Material Definitive Agreement.



On August 2, 2021, Newtek Business Services Corp. (the "Company") entered into a
definitive Stock Purchase Agreement (the "Stock Purchase Agreement") with
National Bank of New York City ("NBNYC") and certain NBNYC shareholders (the
"Sellers") to acquire all of the issued and outstanding stock of NBNYC. This
acquisition is part of a plan to reposition Newtek as a bank holding company,
and is subject to the approval of, among others, federal banking regulators and
the U.S. Small Business Administration (the "SBA") and the Company's
shareholders to withdraw the Company's election as a business development
company under the Investment Company Act of 1940, as amended.

The transaction contemplated by the Stock Purchase Agreement (the "Stock
Purchase"), which is expected to close within six to twelve months, is subject
to receipt of the requisite regulatory approvals, as well as the satisfaction of
other customary closing conditions.

The Stock Purchase Agreement

On the terms and subject to the conditions set forth in the Stock Purchase Agreement, the Company will acquire all of the then issued and outstanding shares of common stock, par value $25.00 per share, of NBNYC, a national bank.



The consideration payable by the Company to the Sellers at the closing of the
Stock Purchase (the "Closing" and the date on which the Closing occurs, the
"Closing Date") will be $20,000,000 in cash, subject to certain adjustments. In
addition, the Stock Purchase Agreement contemplates that, as of the Closing and
subject to regulatory approval, NBNYC will dividend to the Sellers both NBNYC's
owned property in Flushing, New York and cash in the amount equal to the excess,
if any, of NBNYC's tangible common equity as of the Closing Date over
$20,000,000 (the "Pre-Closing Dividend").

The obligations of the parties to consummate the Stock Purchase are subject to
the satisfaction or waiver of certain customary closing conditions, including
(a) the receipt of required regulatory approvals, including the approvals of the
federal banking regulators and the SBA (and without the imposition of a
Burdensome Condition (defined as any condition in connection with obtaining and
maintaining any requisite regulatory approvals that would (i) materially
restrict the business plan proposed by the Company for the operation of NBNYC
after the Closing or (ii) be materially burdensome on the Company's business
following the Closing, in each case which would likely reduce the economic
benefits of the transactions contemplated by the Stock Purchase Agreement to the
Company to such a degree that the Company would not have entered into the Stock
Purchase Agreement had such restriction or condition been known to it at the
date of the Stock Purchase Agreement)), (b) the accuracy of the other party's
representations and warranties, subject to certain timing and materiality
standards, (c) compliance in all material respects by the other party with its
pre-closing obligations contained in the Stock Purchase Agreement and (d) the
absence of any injunction or order prohibiting the consummation of the Stock
Purchase. Under the Stock Purchase Agreement, the Company, NBNYC and the Sellers
agreed to use reasonable best efforts to obtain the requisite regulatory
approvals. The obligations of the parties to consummate the Stock Purchase are
also subject to receiving the requisite regulatory approval for the payment of
the Pre-Closing Dividend (the "Dividend Approval").

The obligation of the Company to consummate the Stock Purchase is further
subject to additional conditions, including (a) NBNYC's tangible common equity
equaling or exceeding $20,000,000, (b) NBNYC's equity-to-debt ratio as of the
Closing equaling or exceeding 10%, (c) there having been no material adverse
effect with respect to NBNYC since December 31, 2020, (d) the written
resignation of all of the directors of NBNYC if requested by the Company, (e)
the Company's having obtained shareholder approval to withdraw its election as a
business development company under the Investment Company Act of 1940, as
amended, (f) the Company's having completed a refinancing of its outstanding
notes, including the elimination of any provisions relating to the Company's
election to be treated as a business development company under the Investment
Company Act of 1940, as amended, (g) NBNYC's having established a standard line
of credit from the Federal Home Loan Bank of New York of an amount equal to or
exceeding the lesser of $80,000,000 or the maximum possible amount permitted
that is secured by the Bank's portfolio of commercial and residential real
estate loans, (h) the number of employees of NBNYC as of the Closing being not
less than 75% of the number of employees as of the date of the Stock Purchase
Agreement and including Nicholas DeMeo, the President of NBNYC, (i) NBNYC's
having used its reasonable best efforts to become a BIN Sponsor (defined as a
member institution of MasterCard Inc. or Visa Inc. that serves as an acquiring
bank for any merchant or sponsors a company's participation in either such
payment network), (j) the total average deposits of NBNYC equaling or exceeding
$125,000,000 on average for the thirty calendar days prior to the Closing, and
(k) an amendment of NBNYC's articles of association relating to geographic
restrictions on the location of the main office of NBNYC.

The Stock Purchase Agreement contains certain customary representations and
warranties made by each party, which are qualified by confidential disclosures
provided to the Company by NBNYC in connection with the Stock Purchase
Agreement. Each of the parties has agreed to various customary covenants,
including covenants regarding the conduct of NBNYC's business prior to the
Closing. The Stock Purchase Agreement provides for post-Closing indemnification
obligations with respect to breaches of the representations, warranties and
covenants of each party in the Stock Purchase Agreement, as well as,

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in the case of the Sellers, indemnification obligations with respect to certain
tax matters. Each party's indemnification obligations with respect to breaches
of its representations and warranties generally are subject to reaching a
minimum aggregate obligation of $100,000 (whereupon, subject to the Stock
Purchase Agreement, the entire aggregate amount of all obligations and
liabilities in excess of such amount is due and payable) and a cap on the
maximum aggregate amount of indemnification payable by the Sellers equal to
$12,500,000.

The Company and the Sellers have the right to terminate the Stock Purchase
Agreement under certain circumstances, including if the Stock Purchase has not
occurred on or prior to November 2, 2022 or if the requisite regulatory
approvals have not been obtained. If the Stock Purchase Agreement is terminated
in certain circumstances specified therein, the Company may owe NBNYC a fee of
$200,000.

The foregoing summary of the Stock Purchase Agreement and the transactions
contemplated thereby does not purport to be complete and is subject to and
qualified in its entirety by the full text of the Stock Purchase Agreement,
which is filed at Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated herein by reference. The Stock Purchase Agreement establishes and
governs the legal relations between the parties with respect to the transactions
contemplated thereby and is not intended to be a source of factual, business or
operational information about the parties or their respective businesses. The
representations and warranties set forth in the Stock Purchase Agreement may not
be accurate or complete as of any specified date, may be subject to a
contractual standard of materiality different from those generally applicable to
shareholders or different from what a shareholder might view as material, may
have been used for purposes of allocating risk between the parties to the Stock
Purchase Agreement rather than establishing matters as facts, may have been
qualified by certain disclosures not reflected in the Stock Purchase Agreement
that were made to the other party in connection with the negotiation of the
Stock Purchase Agreement and generally were solely for the benefit of the
parties to the Stock Purchase Agreement.

Accordingly, investors and security holders should not rely on such
representations and warranties as characterizations of the actual state or facts
or circumstances because they were made only as of the date of the Stock
Purchase Agreement and are modified by confidential disclosure schedules
delivered in connection with the Stock Purchase Agreement. Moreover, information
concerning the subject matter of such representations and warranties may change
after the date of the Stock Purchase Agreement, which subsequent information may
or may not be fully reflected in the Company's public disclosures.

Item 7.01. Regulation FD Disclosure.



On August 2, 2021, the Company issued a press release announcing the entry into
the Stock Purchase Agreement. The Company also has made available an investor
presentation related to the transaction. The press release and investor
presentation are furnished herewith as Exhibit 99.1 and Exhibit 99.2,
respectively.

Item 9.01. Financial Statements and Exhibits.



(d)  Exhibits.
Exhibit Number                   Description

                  10.1*            Stock Purchase Agreement by and among

Newtek Business Services Corp.


                                 and the Sellers named in Schedule A thereto.

                   99.1            Press Release, dated August 2, 2021, entitled "Newtek Business
                                 Services Corp. Signs Agreement to Acquire National Bank of New York
                                 City"

                   99.2            Investor Presentation
                        *        The schedules to Exhibit 10.1 have been omitted pursuant to Item
                                 601(b)(10) of Regulation S-K. The Company hereby undertakes to furnish
                                 copies of any omitted schedules and exhibits upon request by the
                                 Commission.

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