Newtek Business Services Corp.

11/29/2021 | Press release | Distributed by Public on 11/29/2021 08:37

NOTICE OF REDEMPTION TO THE HOLDERS OF THE - Form 8-K

NOTICE OF REDEMPTION TO THE HOLDERS OF THE

5.75% Notes due 2024
of Newtek Business Services Corp.
(CUSIP No. 652526 609; NASDAQ: NEWTL)*

Redemption Date: December 29, 2021

NOTICE IS HEREBY GIVEN, pursuant to Section 1104 of the Indenture dated as of September 23, 2015 (the "Base Indenture"), between Newtek Business Services Corp., a Maryland corporation (the "Company"), and U.S. Bank National Association (the "Trustee), and Section 1.01(h) of the Fourth Supplemental Indenture dated as of July 29, 2019 (the "Fourth Supplemental Indenture," as supplemented by the Eighth Supplemental Indenture, dated as of February 16, 2021 (the "Eighth Supplemental Indenture") and as further supplemented by the Ninth Supplemental Indenture, dated as of May 20, 2021 (the "Ninth Supplemental Indenture," and together with the Base Indenture, the Fourth Supplemental Indenture and the Eighth Supplemental Indenture, the "Indenture"), that the Company is electing to exercise its option to redeem, in part, the 5.75% Notes due 2024 (the "Notes"). The Company will redeem $40,000,000 of the issued and outstanding Notes ($78,250,000 in aggregate principal amount) on December 29, 2021 (the "Redemption Date"). The redemption price for the Notes equals $25 in principal amount per Note being redeemed (or $40,000,000 in aggregate principal amount of the Notes), plus the accrued and unpaid interest thereon through, but excluding, the Redemption Date (the "Redemption Payment"). The aggregate accrued interest on the Notes payable on the Redemption Date will be approximately $370,556 (or approximately $0.23160 on each $25 principal amount of the Notes).

On the Redemption Date, the Redemption Payment will become due and payable to the Holders of the Notes selected by the Trustee or The Depository Trust Company in accordance with Section 1103 of the Indenture, in compliance with the requirements of The Depository Trust Company (the "Redeemed Holders"). Interest on the $40,000,000 in principal amount of Notes being redeemed will cease to accrue on and after the Redemption Date. Unless the Company defaults in paying the Redemption Payment with respect to such Notes, the only remaining right of the Holders with respect to such Notes will be to receive payment of the Redemption Payment upon presentation and surrender of such Notes to the Trustee in its capacity as Paying Agent. Notes held in book-entry form will be redeemed and the Redemption Payment with respect to such Notes will be paid in accordance with the applicable procedures of The Depository Trust Company.

Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Indenture.

Questions relating to this notice of redemption should be directed to U.S. Bank National Association via telephone at 1-800-934-6802. Payment of the Redemption Payment to the Holders will be made upon presentation and surrender of the Notes in the following manner:


If by Mail, Hand or Overnight Mail:
U.S. Bank
Global Corporate Trust
111 Fillmore Avenue E.
St. Paul, MN 55107
Attention: Newtek Business Services Corp. (5.75% Notes Due 2024)
*The CUSIP number has been assigned to this issue by organizations not affiliated with the Company or the Trustee and is included solely for the convenience of the noteholders. Neither the Company nor the Trustee shall be responsible for the selection or use of this CUSIP number, nor is any representation made as to the correctness or accuracy of the same on the Notes or as indicated in this Notice of Redemption.

NOTICE

Under U.S. federal income tax law, the Trustee or other withholding agent may be required to withhold twenty-four percent (24%) of any gross payment to a holder who fails to provide a taxpayer identification number and other required certifications. To avoid backup withholding, please complete a Form W-9 or an appropriate Form W-8, as applicable, which should be furnished in connection with the presentment and surrender of the Notes called for redemption. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a holder's U.S. federal income tax liability provided the required information is furnished to the Internal Revenue Service. Holders should consult their tax advisors regarding the withholding and other tax consequences of the redemption.

Newtek Business Services Corp.
Dated: November 29, 2021
By: U.S. Bank National Association, as Trustee
and Paying Agent