UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
July 19, 2013 (July 16, 2013)
Date of Report (date of Earliest Event Reported)
NEWTEK BUSINESS SERVICES, INC.
(Exact Name of Company as Specified in its Charter)
| NEW YORK | 001-16123 | 11-3504638 | ||
| (State or Other Jurisdiction of Incorporation or Organization) |
(Commission File No.) |
(I.R.S. Employer Identification No.) |
212 West 35th Street, 2nd floor, New York, NY 10001
(Address of principal executive offices and zip code)
(212) 356-9500
(Company’s telephone number, including area code)
(Former name or former address, if changed from last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Forward-Looking Statements
Statements in this Current Report on Form 8-K (including the exhibits), including statements regarding Newtek Business Services, Inc.’s (“Newtek” or the “Company”) beliefs, expectations, intentions or strategies for the future, may be “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. All forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from the plans, intentions and expectations reflected in or suggested by the forward-looking statements. Such risks and uncertainties include, among others, intensified competition, operating problems and their impact on revenues and profit margins, anticipated future business strategies and financial performance, anticipated future number of customers, business prospects, legislative developments and similar matters. Risk factors, cautionary statements and other conditions which could cause Newtek’s actual results to differ from management’s current expectations are contained in Newtek’s filings with the Securities and Exchange Commission. Newtek undertakes no obligation to update any forward-looking statement to reflect events or circumstances that may arise after the date of this filing.
| ITEM 1.01 | Entry Into a Material Definitive Agreement. |
On July 16, 2013, Newtek Small Business Finance, Inc. (“NSBF”), a subsidiary of Newtek Business Services, Inc. (the “Company”), entered into an Amended and Restated Loan and Security Agreement (the “Agreement”) with Capital One, National Association (“Capital One”), pursuant to which Capital One has extended its credit facility for NSBF from September 30, 2013 to May 31, 2015 in the maximum amount of $27,000,000, (the “Credit Facility”). The full Credit Facility may be used for both those portions of SBA 7(a) loans made by NSBF that are guaranteed by the SBA, and also may be used to fund those portions of SBA 7(a) loans made by NSBF that are not guaranteed by the SBA. NSBF plans to continue to draw on this Credit Facility to continue the expansion of its SBA loan originations.
The Agreement specifies certain events of default, pursuant to which Capital One could require immediate repayment by NSBF of all outstanding amounts under the Credit Facility. In addition, the Company has guaranteed NSBF’s performance and repayment obligations, pursuant to an Amended and Restated Guaranty of Payment and Performance, dated as of June 16, 2011, as amended by a Guaranty and Security Agreement Letter Amendment dated as of July 16, 2013 (the “Guaranty Amendment”).
The above description is a summary and is qualified in its entirety by the terms of the Agreement and the Guaranty Amendment, which are filed as Exhibits 10.1 and 10.2 respectively to this Current Report on Form 8-K and are incorporated by reference herein.
A press release announcing the Credit Facility is filed as Exhibit 99.1 to this Current Report on Form 8-K.
| ITEM 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Description | |
| 10.1 | Amended and Restated Loan and Security Agreement, dated as of July 16, 2013, by and between Newtek Small Business Finance, Inc. and Capital One, National Association. | |
| 10.2 | Guaranty and Security Agreement Letter Amendment, dated as of July 16, 2013, by and between Capital One, National Association and Newtek Business Services, Inc. | |
| 99.1 | Press Release, dated July 18, 2013 announcing the Credit Facility. | |
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.
| NEWTEK BUSINESS SERVICES, INC. | ||
| Date: July 19, 2013 | /s/ Barry Sloane | |
| Barry Sloane | ||
| Chairman of the Board and Chief Executive Officer | ||
EXHIBIT INDEX
| Exhibit |
Description | |
| 10.1 | Amended and Restated Loan and Security Agreement, dated as of July 16, 2013, by and between Newtek Small Business Finance, Inc. and Capital One, National Association. | |
| 10.2 | Guaranty and Security Agreement Letter Amendment, dated as of July 16, 2013, by and between Capital One, National Association and Newtek Business Services, Inc. | |
| 99.1 | Press Release, dated July 18, 2013 announcing the Credit Facility. | |