NewtekOne Sells Bank to Independent Bank Group for $375M

TL;DR

NewtekOne selling its bank to Independent Bank Group for $375M. Big move to simplify operations.

AI Summary

NewtekOne, Inc. announced on December 6, 2024, that it has entered into a definitive agreement to sell its banking operations, Newtek Bank, N.A., to Independent Bank Group, Inc. for approximately $375 million in cash. This strategic divestiture is expected to close in the second half of 2025, subject to regulatory approvals and customary closing conditions. The sale aims to streamline NewtekOne's business model and enhance shareholder value.

Why It Matters

This sale represents a significant strategic shift for NewtekOne, divesting its banking arm to focus on other aspects of its business, which could impact its future growth trajectory and financial structure.

Risk Assessment

Risk Level: medium — The transaction is subject to regulatory approvals and customary closing conditions, introducing uncertainty regarding its completion and timing.

Key Numbers

• $375M — Sale Price (Cash consideration for the sale of Newtek Bank, N.A.)

Key Players & Entities

• NewtekOne, Inc. (company) — Seller
• Independent Bank Group, Inc. (company) — Buyer
• Newtek Bank, N.A. (company) — Asset being sold
• $375 million (dollar_amount) — Sale price
• December 6, 2024 (date) — Announcement date
• second half of 2025 (date) — Expected closing period

FAQ

Key Financial Figures

• $0.02 — ich registered Common Stock, par value $0.02 per share NEWT Nasdaq Global Market LLC
• $50.0 m — gregate principal amount outstanding of $50.0 million, applicable interest rate of 8.12

Filing Documents

• newt-20241206.htm (8-K) — 29KB
• 0001587987-24-000245.txt ( ) — 214KB
• newt-20241206.xsd (EX-101.SCH) — 4KB
• newt-20241206_def.xml (EX-101.DEF) — 17KB
• newt-20241206_lab.xml (EX-101.LAB) — 32KB
• newt-20241206_pre.xml (EX-101.PRE) — 18KB
• newt-20241206_htm.xml (XML) — 6KB

01. Other Events

Item 8.01. Other Events On December 6, 2024, NewtekOne, Inc. (the "Company") entered into Note Amendment and Exchange Agreements (the "Agreements") with each of the holders of the Company's 8.125% Senior Notes due 2025 (the "Senior Notes"). Pursuant to the Agreements, the Company and the holders of the Senior Notes agreed to exchange (the "Exchange") the Senior Notes for amended notes (the "Amended Senior Notes") effecting amendments solely to (i) extend the February 1, 2025 maturity date of the Senior Notes to the new maturity date of February 1, 2027 (the "New Maturity Date") and (ii) provide that the Amended Senior Notes will be redeemable in whole, but not in part, at any time, at the option of the Company, from November 1, 2026 to the New Maturity Date, at a redemption price of 100% of the outstanding principal amount being redeemed plus any accrued but unpaid interest, to but excluding the redemption date. The Exchange became effective on December 11, 2024. The aggregate principal amount outstanding of $50.0 million, applicable interest rate of 8.125% per annum and all other terms of the Senior Notes remain the same under the Amended Senior Notes. See the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 24, 2023 for more information. The Exchange was conducted as a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), to institutional accredited investors and the Amended Senior 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.

SIGNATURES

SIGNATURES In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NEWTEKONE, INC. Date: December 11, 2024 By: /S/ B ARRY S LOANE Barry Sloane Chief Executive Officer, President and Chairman of the Board

View Full Filing

View this 8-K filing on SEC EDGAR