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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to NewStar Financial, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| May 19, 2020 |
APP WD 1 a20-69723appwd.htm 40-APP Three Bryant Park 1095 Avenue of the Americas New York, NY 10036-6797 +1 212 698 3500 Main +1 212 698 3599 Fax www.dechert.com STEPHEN H. BIER [email protected] +1 212 698 3889 Direct +1 212 698 0682 Fax May 19, 2020 VIA EDGAR Mr. Kyle R. Ahlgren Senior Counsel United States Securities and Exchange Commission Division of Investment Management Washington, D |
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| February 9, 2018 |
NEWS / NewStar Financial, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* NEWSTAR FINANCIAL INC (Name of Issuer) Common Stock (Title of Class of Securities) 65251F105 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this S |
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| January 2, 2018 |
NEWS / NewStar Financial, Inc. 15-12B 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-33211 NEWSTAR FINANCIAL, INC. (Exact name of registrant as specif |
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| December 22, 2017 |
NEWS / NewStar Financial, Inc. S-8 POS S-8 POS 1 d460218ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on December 22, 2017 Registration No. 333-166772 Registration No. 333-159283 Registration No. 333-139331 Registration No. 333-139330 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Post-Effective Amendment No. 1 to Form S-8 Registr |
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| December 22, 2017 |
NEWS / NewStar Financial, Inc. S-8 POS S-8 POS 1 d460218ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on December 22, 2017 Registration No. 333-166772 Registration No. 333-159283 Registration No. 333-139331 Registration No. 333-139330 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Post-Effective Amendment No. 1 to Form S-8 Registr |
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| December 22, 2017 |
NEWS / NewStar Financial, Inc. S-8 POS S-8 POS 1 d460218ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on December 22, 2017 Registration No. 333-166772 Registration No. 333-159283 Registration No. 333-139331 Registration No. 333-139330 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Post-Effective Amendment No. 1 to Form S-8 Registr |
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| December 22, 2017 |
NEWS / NewStar Financial, Inc. S-8 POS S-8 POS 1 d460218ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on December 22, 2017 Registration No. 333-166772 Registration No. 333-159283 Registration No. 333-139331 Registration No. 333-139330 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Post-Effective Amendment No. 1 to Form S-8 Registr |
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| December 22, 2017 |
NEWS / NewStar Financial, Inc. POS AM As filed with the Securities and Exchange Commission on December 22, 2017 Registration No. |
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| December 22, 2017 |
NEWS / NewStar Financial, Inc. POS AM As filed with the Securities and Exchange Commission on December 22, 2017 Registration No. |
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| December 22, 2017 |
NEWS / NewStar Financial, Inc. POS AM As filed with the Securities and Exchange Commission on December 22, 2017 Registration No. |
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| December 22, 2017 |
8-K 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 Date of Report (Date of earliest event reported): December 21, 2017 NewStar Financial, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33211 54-2157878 (State or Other Jurisdiction of Incorporation) (Comm |
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| December 22, 2017 |
Amended and Restated Bylaws of NewStar Financial, Inc. EX-3.2 3 d510624dex32.htm EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BY-LAWS of NEWSTAR FINANCIAL, INC. (the “Corporation”) 1. Stockholders (a) Annual Meeting. The annual meeting of stockholders shall be held for the election of directors each year at such place, date and time as shall be designated by the Board of Directors. Any other proper business may be transacted at the annual meeting. If no da |
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| December 22, 2017 |
FIRST EAGLE INVESTMENT MANAGEMENT COMPLETES ACQUISITION OF NEWSTAR FINANCIAL EX-99.2 Exhibit 99.2 FIRST EAGLE INVESTMENT MANAGEMENT COMPLETES ACQUISITION OF NEWSTAR FINANCIAL NEW YORK, Dec. 22, 2017 ? First Eagle Investment Management (?First Eagle?) today announced that it has completed its previously announced acquisition of NewStar Financial Inc. (NASDAQ:NEWS) (?NewStar?), an established lender and investment manager specializing in direct lending to middle-market compa |
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| December 22, 2017 |
NewStar Stockholders Approve Acquisition by First Eagle EX-99.1 4 d510624dex991.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE NewStar Stockholders Approve Acquisition by First Eagle BOSTON, Dec. 21, 2017 — NewStar Financial, Inc. (NASDAQ:NEWS) (“NewStar”) announced today that its stockholders have approved the acquisition of NewStar by First Eagle Investment Management and NewStar’s related sale of a portfolio of investment assets to a newly formed in |
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| December 22, 2017 |
Amended and Restated Certificate of Incorporation of NewStar Financial, Inc. EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEWSTAR FINANCIAL, INC. FIRST: The name of the corporation is NewStar Financial, Inc. (the ?Corporation?). SECOND: The Corporation?s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801, and the name of its registered agent at such address is: The Corporation |
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| December 22, 2017 |
NEWS / NewStar Financial, Inc. / Newstar Financial, Inc. - SC 13E3/A SC 13E3/A 1 d484109dsc13e3a.htm SC 13E3/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) NEWSTAR FINANCIAL, INC. (Name of the Issuer) NewStar Financial, Inc. First Eagle Holdings, Inc. FE Holdco, LLC Corsair Capital LLC Corsair II, L.P. Corsair II, L.L.C. Corsair |
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| December 12, 2017 |
NEWS / NewStar Financial, Inc. / Capital Z Partners Management, LLC - SC 13D/A Activist Investment SC 13D/A 1 form13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* NewStar Financial, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 65251F105 (CUSIP Number) Capital Z Partners, Ltd. 142 West 57th Street New York, New York 10019 (212) 965-0800 (Name, Address and Teleph |
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| November 30, 2017 |
NEWS / NewStar Financial, Inc. / Newstar Financial, Inc. - SC 13E3/A SC 13E3/A 1 d463951dsc13e3a.htm SC 13E3/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) NEWSTAR FINANCIAL, INC. (Name of the Issuer) NewStar Financial, Inc. First Eagle Holdings, Inc. FE Holdco, LLC FE Merger Sub, Inc. Corsair Capital LLC Corsair II, L.P. Corsair |
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| November 29, 2017 |
NEWS / NewStar Financial, Inc. DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
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| November 28, 2017 |
NEWS / NewStar Financial, Inc. PRER14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| November 28, 2017 |
EX-99.C.6 Exhibit (c)(6) These materials may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Credit Suisse Group AG and/or its Affiliates (hereafter Credit Suisse). PRELIMINARY | SUBJECT TO FURTHER REVIEW AND EVALUATION Confidential Project Osprey Board of Directors discussion materials August 31, 2017 PRELIMINARY | SUBJECT TO FURTHER |
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| November 28, 2017 |
EX-99.C.2 Exhibit (c)(2) PRELIMINARY; SUBJECT TO FURTHER REVIEW & REVISION NewStar Financial Board of Directors discussion materials Confidential / Draft July 31, 2017 PRELIMINARY | SUBJECT TO FURTHER REVIEW AND EVALUATION These materials may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Credit Suisse Group AG and/or its Affiliates ( |
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| November 28, 2017 |
NEWS / NewStar Financial, Inc. ESP November 28, 2017 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| November 28, 2017 |
Wells Fargo Bank, National Association 550 South Tryon Street Charlotte, NC 28202 EX-99.B.1 2 d463951dex99b1.htm EX-99.B.1 Exhibit (b)(1) CONFIDENTIAL EXECUTION VERSION Wells Fargo Bank, National Association 550 South Tryon Street Charlotte, NC 28202 October 16, 2017 GSO Diamond Portfolio Borrower LLC c/o GSO Capital Partners LP 345 Park Avenue New York, NY 10154 Attention: Dan Smith Project Osprey Commitment Letter Ladies and Gentlemen: You have advised us that GSO Diamond Por |
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| November 28, 2017 |
EX-99.C.1 Exhibit (c)(1) Project Osprey Presentation to the Board of Directors Confidential / Draft April 13, 2017 PRELIMINARY | SUBJECT TO FURTHER REVIEW AND EVALUATION These materials may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Credit Suisse AG or its Affiliates (hereafter “Credit Suisse”). Executive summary As part of its on |
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| November 28, 2017 |
EX-99.C.3 Exhibit (c)(3) PRELIMINARY | SUBJECT TO FURTHER REVIEW & REVISION NewStar Financial Board of Directors discussion materials Confidential July 31, 2017 PRELIMINARY | SUBJECT TO FURTHER REVIEW AND EVALUATION These materials may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Credit Suisse Group AG and/or its Affiliates (hereaft |
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| November 28, 2017 |
EX-99.C.4 Exhibit (c)(4) These materials may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Credit Suisse Group AG and/or its Affiliates (hereafter “Credit Suisse”). PRELIMINARY | SUBJECT TO FURTHER REVIEW AND EVALUATION Confidential Project Osprey Board of Directors discussion materials August 29, 2017 PRELIMINARY | SUBJECT TO FURTHE |
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| November 28, 2017 |
Caisse de dépôt et placement du Québec 1000, place Jean-Paul-Riopelle Montréal (Québec) H2Z 2B3 EX-99.B.2 Exhibit (b)(2) CONFIDENTIAL EXECUTION VERSION Caisse de dépôt et placement du Québec 1000, place Jean-Paul-Riopelle Montréal (Québec) H2Z 2B3 October 16, 2017 GSO Diamond Portfolio Borrower LLC c/o GSO Capital Partners LP 345 Park Avenue New York, NY 10154 Attention: Dan Smith Project Osprey Commitment Letter Ladies and Gentlemen: You have advised us that GSO Diamond Portfolio Holdco LLC |
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| November 28, 2017 |
NEWS / NewStar Financial, Inc. / Newstar Financial, Inc. - SC 13E3/A SC 13E3/A 1 d463951dsc13e3a.htm SC 13E3/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) NEWSTAR FINANCIAL, INC. (Name of the Issuer) NewStar Financial, Inc. First Eagle Holdings, Inc. FE Holdco, LLC FE Merger Sub, Inc. Corsair Capital LLC Corsair II, L.P. Corsair |
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| November 27, 2017 |
NEWS / NewStar Financial, Inc. PRER14A PRER14A 1 d473477dprer14a.htm PRER14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as |
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| November 27, 2017 |
EX-99.C.4 Exhibit (c)(4) These materials may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Credit Suisse Group AG and/or its Affiliates (hereafter “Credit Suisse”). PRELIMINARY | SUBJECT TO FURTHER REVIEW AND EVALUATION Confidential Project Osprey Board of Directors discussion materials August 29, 2017 PRELIMINARY | SUBJECT TO FURTHE |
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| November 27, 2017 |
EX-99.C.7 Exhibit (c)(7) PRELIMINARY | SUBJECT TO FURTHER REVIEW & REVISION Project Osprey Board of Directors discussion materials Confidential October 7, 2017 PRELIMINARY | SUBJECT TO FURTHER REVIEW AND EVALUATION These materials may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Credit Suisse Group AG and/or its Affiliates (hereafte |
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| November 27, 2017 |
EX-99.C.2 Exhibit (c)(2) PRELIMINARY; SUBJECT TO FURTHER REVIEW & REVISION NewStar Financial Board of Directors discussion materials Confidential / Draft July 31, 2017 PRELIMINARY | SUBJECT TO FURTHER REVIEW AND EVALUATION These materials may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Credit Suisse Group AG and/or its Affiliates ( |
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| November 27, 2017 |
EQUITY FINANCING COMMITMENT LETTER EX-99.B.3 Exhibit (b)(3) Execution Version EQUITY FINANCING COMMITMENT LETTER October 16, 2017 GSO Diamond Portfolio Holdco LLC 345 Park Avenue New York, NY 10154 NewStar Financial, Inc. 500 Boylston Street, Suite 1250 Boston, MA 02116 Ladies and Gentlemen: This letter agreement sets forth the commitment of GSO Diamond Portfolio Fund LP, a Delaware limited partnership (the “Committing Party”), sub |
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| November 27, 2017 |
EX-99.C.9 Exhibit (c)(9) CREDIT SUISSE DOES NOT PROVIDE ANY TAX ADVICE MATERIALS ARE PRELIMINARY AND SUBJECT TO FURTHER CHANGE AND DEVELOPMENTS (WHICH MAY BE MATERIAL) Project Osprey Board of Directors discussion materials Confidential November 20, 2017 PRELIMINARY SUBJECT TO FURTHER REVIEW AND EVALUATION These materials may not be used or relied upon for any purpose other than as specifically con |
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| November 27, 2017 |
Caisse de dépôt et placement du Québec 1000, place Jean-Paul-Riopelle Montréal (Québec) H2Z 2B3 EX-99.B.2 Exhibit (b)(2) CONFIDENTIAL EXECUTION VERSION Caisse de dépôt et placement du Québec 1000, place Jean-Paul-Riopelle Montréal (Québec) H2Z 2B3 October 16, 2017 GSO Diamond Portfolio Borrower LLC c/o GSO Capital Partners LP 345 Park Avenue New York, NY 10154 Attention: Dan Smith Project Osprey Commitment Letter Ladies and Gentlemen: You have advised us that GSO Diamond Portfolio Holdco LLC |
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| November 27, 2017 |
EX-99.C.6 Exhibit (c)(6) These materials may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Credit Suisse Group AG and/or its Affiliates (hereafter Credit Suisse). PRELIMINARY | SUBJECT TO FURTHER REVIEW AND EVALUATION Confidential Project Osprey Board of Directors discussion materials August 31, 2017 PRELIMINARY | SUBJECT TO FURTHER |
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| November 27, 2017 |
ASSIGNMENT AND SECURITY AGREEMENT EX-99.D.4 17 d463951dex99d4.htm EX-99.D.4 Exhibit (d)(4) Execution Version ASSIGNMENT AND SECURITY AGREEMENT THIS ASSIGNMENT AND SECURITY AGREEMENT is executed and delivered as of October 16, 2017 (this “Agreement”), by GSO DIAMOND PORTFOLIO FUND LP, a Delaware limited partnership (“Fund”), GSO DIAMOND PORTFOLIO FEEDER FUND LP, a Cayman Islands exempted limited partnership (“Feeder Fund”) and GSO |
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| November 27, 2017 |
EX-99.D.3 Exhibit (d)(3) Execution Version LIMITED GUARANTY LIMITED GUARANTY, dated as of October 16, 2017 (this “Limited Guaranty”), by GSO Diamond Portfolio Fund LP, a Delaware limited partnership (“Limited Guarantor”), in favor of NewStar Financial, Inc., a Delaware corporation (the “Guaranteed Party”). Reference is hereby made to the Asset Purchase Agreement (as it may be amended or otherwise |
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| November 27, 2017 |
EX-99.C.8 Exhibit (c)(8) Project Osprey Presentation to Board of Directors Confidential October 16, 2017 These materials may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Credit Suisse Group AG and/or its Affiliates (hereafter “Credit Suisse”). Table of contents 1. Executive summary 2. Public market perspectives 3. Financial projecti |
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| November 27, 2017 |
EX-99.D.5 Exhibit (d)(5) GSO CAPITAL PARTNERS LP GSO DIAMOND PORTFOLIO FUND LP GSO DIAMOND PORTFOLIO HOLDCO LLC October 16, 2017 First Eagle Holdings, Inc. 1345 Avenue of the Americas, 48th Floor New York, NY 10105 Attn: David O’Connor and Lynn Perkins FE Holdco, LLC 1345 Avenue of the Americas, 48th Floor New York, NY 10105 Attn: David O’Connor and Lynn Perkins FE Merger Sub, Inc. 1345 Avenue of |
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| November 27, 2017 |
EX-99.C.11 Exhibit (c)(11) DRAFT Project Osprey DISCUSSION MATERIALS FOR THE BOARD OF DIRECTORS OCTOBER 16, 2017 CONFIDENTIAL Preliminary—Subject to Further Review Table of Contents Page 1. Transaction Background 3 2. Public Market Observations 7 3. Financial Analyses 11 4. Contingent Value Right 17 5. Appendix 23 Historical and Projected Financial Information 24 6. Disclaimer 28 2 Page 1. Transac |
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| November 27, 2017 |
EX-99.C.10 Exhibit (c)(10) DRAFT Project Osprey DISCUSSION MATERIALS FOR THE BOARD OF DIRECTORS OCTOBER 5, 2017 CONFIDENTIAL Preliminary—Subject to Further Review Table of Contents Page 1. Transaction Background 3 2. Public Market Observations 7 3. Financial Analyses 11 4. Contingent Value Right 17 5. Appendix 23 Historical and Projected Financial Information 24 6. Disclaimer 28 2 Page 1. Transact |
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| November 27, 2017 |
EX-99.C.1 Exhibit (c)(1) Project Osprey Presentation to the Board of Directors Confidential / Draft April 13, 2017 PRELIMINARY | SUBJECT TO FURTHER REVIEW AND EVALUATION These materials may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Credit Suisse AG or its Affiliates (hereafter “Credit Suisse”). Executive summary As part of its on |
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| November 27, 2017 |
NEWS / NewStar Financial, Inc. / Newstar Financial, Inc. - SC 13E3 SC 13E3 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 NEWSTAR FINANCIAL, INC. (Name of the Issuer) NewStar Financial, Inc. First Eagle Holdings, Inc. FE Holdco, LLC FE Merger Sub, Inc. Corsair Capital LLC Corsair II, L.P. Corsair II, L.L.C. Corsair PTJB, LLC Corsair III Financial |
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| November 27, 2017 |
EX-99.C.3 Exhibit (c)(3) PRELIMINARY | SUBJECT TO FURTHER REVIEW & REVISION NewStar Financial Board of Directors discussion materials Confidential July 31, 2017 PRELIMINARY | SUBJECT TO FURTHER REVIEW AND EVALUATION These materials may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Credit Suisse Group AG and/or its Affiliates (hereaft |
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| November 27, 2017 |
PRELIMINARY | SUBJECT TO FURTHER REVIEW & REVISION EX-99.C.5 Exhibit (c)(5) PRELIMINARY | SUBJECT TO FURTHER REVIEW & REVISION Project Osprey Board of Directors supplemental materials Confidential August 29, 2017 PRELIMINARY | SUBJECT TO FURTHER REVIEW AND EVALUATION These materials may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Credit Suisse Group AG and/or its Affiliates (hereaf |
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| November 27, 2017 |
Wells Fargo Bank, National Association 550 South Tryon Street Charlotte, NC 28202 EX-99.B.1 Exhibit (b)(1) CONFIDENTIAL EXECUTION VERSION Wells Fargo Bank, National Association 550 South Tryon Street Charlotte, NC 28202 October 16, 2017 GSO Diamond Portfolio Borrower LLC c/o GSO Capital Partners LP 345 Park Avenue New York, NY 10154 Attention: Dan Smith Project Osprey Commitment Letter Ladies and Gentlemen: You have advised us that GSO Diamond Portfolio Holdco LLC, a Delaware l |
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| November 21, 2017 |
NEWS / NewStar Financial, Inc. ESP CORRESP November 21, 2017 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| November 20, 2017 |
Financial Statements and Exhibits, Other Events 8-K 1 news-8k20171120.htm 8-K 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 Date of Report (Date of earliest event reported): November 20, 2017 NewStar Financial, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33211 54-2157878 (State or Other Jurisdicti |
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| November 20, 2017 |
NewStar Announces Completion of “Go Shop” Process news-ex9916.htm Exhibit 99.1 FOR IMMEDIATE RELEASE NewStar Announces Completion of ?Go Shop? Process Boston, November 20, 2017 ? NewStar Financial, Inc. (NASDAQ: NEWS) (?NewStar? or the ?Company?) announced the expiration of the 30 day ?go shop? period included in the previously announced merger agreement between First Eagle Investment Management and NewStar and related asset purchase agreement wi |
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| November 20, 2017 |
Press Release of NewStar Financial, Inc. dated November 20, 2017. EX-99.1 2 news-ex9916.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE NewStar Announces Completion of “Go Shop” Process Boston, November 20, 2017 – NewStar Financial, Inc. (NASDAQ: NEWS) (“NewStar” or the “Company”) announced the expiration of the 30 day “go shop” period included in the previously announced merger agreement between First Eagle Investment Management and NewStar and related asset pur |
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| November 20, 2017 |
NEWS / NewStar Financial, Inc. 8-K DEFA14A 1 news-8k20171120.htm 8-K 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 Date of Report (Date of earliest event reported): November 20, 2017 NewStar Financial, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33211 54-2157878 (State or Other Jurisd |
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| November 9, 2017 |
NEWS / NewStar Financial, Inc. PREM14A PREM14A 1 d473477dprem14a.htm PREM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as |
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| November 3, 2017 |
NEWS / NewStar Financial, Inc. 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33211 NewStar Financial, Inc. |
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| November 3, 2017 |
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Exhibit 31(b) NEWSTAR FINANCIAL, INC. CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, John Kirby Bray, certify that: 1. I have reviewed this quarterly report on Form 10-Q of NewStar Financial, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in ligh |
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| November 3, 2017 |
Exhibit 10(b) EXECUTION VERSION CREDIT AGREEMENT among FIFTH STREET CLO MANAGEMENT LLC, as Borrower BLEACHERS FINANCE 1 LIMITED, AND THE OTHER LENDERS PARTIES HERETO, as Lenders and NATIXIS, NEW YORK BRANCH, as Agent Dated as of September 28, 2015 TABLE OF CONTENTS ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION SECTION 1. |
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| November 3, 2017 |
EX-10.D 4 news-ex10d254.htm EX-10.D Exhibit 10(d) NEWSTAR FINANCIAL, INC. Co‑Investment Plan Award Company: NewStar Financial, Inc. Participant: Patrick F. McAuliffe Co‑Investment Plan Year: 2016 Co-Investment Start Date: January 1, 2016 Investments: As set forth in Schedule A, and updated from time to time throughout the Plan Year. Invested Capital: The sum total of the costs of the investments. |
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| November 3, 2017 |
EX-10.C 3 news-ex10c253.htm EX-10.C Exhibit 10.c NEWSTAR FINANCIAL, INC. Co‑Investment Plan Award Company: NewStar Financial, Inc. Participant: Mark du Four Co‑Investment Plan Year: 2016 Co-Investment Start Date: January 1, 2016 Investments: As set forth in Schedule A, and updated from time to time throughout the Plan Year. Invested Capital: The sum total of the costs of the investments. Company R |
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| November 3, 2017 |
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 31(a) NEWSTAR FINANCIAL, INC. CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Timothy J. Conway, certify that: 1. I have reviewed this quarterly report on Form 10-Q of NewStar Financial, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in li |
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| November 1, 2017 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events 8-K 1 news-8k20171101.htm 8-K 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 Date of Report (Date of earliest event reported): November 1, 2017 NewStar Financial, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33211 54-2157878 (State or Other Jurisdictio |
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| November 1, 2017 |
EX-99.1 2 news-ex9916.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE NewStar Reports Net Income of $4.6 Million, or $0.11 per Diluted Share, for the Third Quarter of 2017 and Declares $0.02 Quarterly Dividend per Share • Investment Activity – New funded, middle-market credit investments totaled $317 million in the third quarter, down from $460 million last quarter and up from $193 million in the s |
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| November 1, 2017 |
DEFA14A 1 news-8k20171101.htm 8-K 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 Date of Report (Date of earliest event reported): November 1, 2017 NewStar Financial, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33211 54-2157878 (State or Other Jurisdi |
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| November 1, 2017 |
Press Release of NewStar Financial, Inc. dated November 1, 2017. EX-99.1 2 news-ex9916.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE NewStar Reports Net Income of $4.6 Million, or $0.11 per Diluted Share, for the Third Quarter of 2017 and Declares $0.02 Quarterly Dividend per Share • Investment Activity – New funded, middle-market credit investments totaled $317 million in the third quarter, down from $460 million last quarter and up from $193 million in the s |
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| October 20, 2017 |
Amended and Restated Bylaws of NewStar Financial, Inc., as amended by the Amendment EX-3.1 Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF NEWSTAR FINANCIAL, INC. (a Delaware corporation) ARTICLE I OFFICES Section 1. Registered Office. The registered office of NewStar Financial, Inc. (the “Corporation”) shall be fixed in the Corporation’s certificate of incorporation, as the same may be amended and/or restated from time to time (as so amended and/or restated, the “Certificate of Incor |
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| October 20, 2017 |
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 October 16, 2017 Date of Report (Date of earliest event reported) NewStar Financial, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33211 54-2157878 (State or other jurisdiction of incorporation) (Commission |
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| October 20, 2017 |
Amended and Restated Bylaws of NewStar Financial, Inc., as amended by the Amendment Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF NEWSTAR FINANCIAL, INC. (a Delaware corporation) ARTICLE I OFFICES Section 1. Registered Office. The registered office of NewStar Financial, Inc. (the “Corporation”) shall be fixed in the Corporation’s certificate of incorporation, as the same may be amended and/or restated from time to time (as so amended and/or restated, the “Certificate of Incorporatio |
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| October 20, 2017 |
EX-2.2 3 d479313dex22.htm EX-2.2 Exhibit 2.2 Execution Version ASSET PURCHASE AGREEMENT by and between GSO DIAMOND PORTFOLIO HOLDCO LLC and NEWSTAR FINANCIAL, INC. Dated as of October 16, 2017 Table of Contents Page Article I. Purchase and Sale 1 1.1 Purchased Assets 1 1.2 Excluded Assets 3 1.3 Assumed Liabilities 3 1.4 Non-Assignable Purchased Investments 4 1.5 Designated Buyer Entities 5 Article |
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| October 20, 2017 |
EX-2.1 2 d479313dex21.htm EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among FIRST EAGLE HOLDINGS, INC., FE HOLDCO, LLC, FE MERGER SUB, INC. and NEWSTAR FINANCIAL, INC. Dated as of October 16, 2017 Table of Contents Page Article I. The Merger 1 1.1 The Merger 1 1.2 Effective Time 2 1.3 Effects of the Merger 2 1.4 Closing of the Merger 2 1.5 Certificate of Incorporation |
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| October 20, 2017 |
EX-2.1 2 d479313dex21.htm EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among FIRST EAGLE HOLDINGS, INC., FE HOLDCO, LLC, FE MERGER SUB, INC. and NEWSTAR FINANCIAL, INC. Dated as of October 16, 2017 Table of Contents Page Article I. The Merger 1 1.1 The Merger 1 1.2 Effective Time 2 1.3 Effects of the Merger 2 1.4 Closing of the Merger 2 1.5 Certificate of Incorporation |
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| October 20, 2017 |
8-K 1 d479313d8k.htm FORM 8-K 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 October 16, 2017 Date of Report (Date of earliest event reported) NewStar Financial, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33211 54-2157878 (State or other jurisdiction |
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| October 20, 2017 |
EX-2.2 3 d479313dex22.htm EX-2.2 Exhibit 2.2 Execution Version ASSET PURCHASE AGREEMENT by and between GSO DIAMOND PORTFOLIO HOLDCO LLC and NEWSTAR FINANCIAL, INC. Dated as of October 16, 2017 Table of Contents Page Article I. Purchase and Sale 1 1.1 Purchased Assets 1 1.2 Excluded Assets 3 1.3 Assumed Liabilities 3 1.4 Non-Assignable Purchased Investments 4 1.5 Designated Buyer Entities 5 Article |
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| October 17, 2017 |
Financial Statements and Exhibits, Other Events 8-K 1 d476233d8k.htm FORM 8-K 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 October 16, 2017 Date of Report (Date of earliest event reported) NewStar Financial, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33211 54-2157878 (State or other jurisdiction |
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| October 17, 2017 |
EX-99.1 2 d476233dex991.htm EXHIBIT 99.1 Exhibit 99.1 FIRST EAGLE INVESTMENT MANAGEMENT AGREES TO ACQUIRE NEWSTAR FINANCIAL First Eagle to pay $11.44 per NewStar share in cash plus contingent value rights worth up to an estimated additional $0.88-1.00 per share Combination of like-minded investment managers brings together NewStar’s proven direct lending platform and credit investment capabilities |
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| October 17, 2017 |
Press Release dated October 17, 2017. EX-99.1 2 d476233dex991.htm EXHIBIT 99.1 Exhibit 99.1 FIRST EAGLE INVESTMENT MANAGEMENT AGREES TO ACQUIRE NEWSTAR FINANCIAL First Eagle to pay $11.44 per NewStar share in cash plus contingent value rights worth up to an estimated additional $0.88-1.00 per share Combination of like-minded investment managers brings together NewStar’s proven direct lending platform and credit investment capabilities |
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| October 17, 2017 |
DEFA14A 1 d476233d8k.htm FORM 8-K 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 October 16, 2017 Date of Report (Date of earliest event reported) NewStar Financial, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33211 54-2157878 (State or other jurisdic |
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| August 7, 2017 |
NEWS / NewStar Financial, Inc. 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33211 NewStar Financial, Inc. |
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| August 7, 2017 |
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Exhibit 31(b) NEWSTAR FINANCIAL, INC. CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, John Kirby Bray, certify that: 1. I have reviewed this quarterly report on Form 10-Q of NewStar Financial, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in ligh |
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| August 7, 2017 |
Exhibit 4.2 Execution Version SECOND AMENDMENT TO LOAN AND SERVICING AGREEMENT (NewStar Warehouse Funding I LLC) THIS SECOND AMENDMENT TO LOAN AND SERVICING AGREEMENT, dated as of April 14, 2017 (this “Amendment”), is entered into by and among NEWSTAR WAREHOUSE FUNDING I LLC, as the Borrower (the “Borrower”), NEWSTAR FINANCIAL, INC., as the Originator and the Collateral Manager, the Lenders identi |
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| August 7, 2017 |
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Exhibit 31(a) NEWSTAR FINANCIAL, INC. CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Timothy J. Conway, certify that: 1. I have reviewed this quarterly report on Form 10-Q of NewStar Financial, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in li |
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| August 7, 2017 |
Exhibit 4.1 EXECUTION VERSION SECOND AMENDMENT TO SIXTH AMENDED AND RESTATED LOAN AND SERVICING AGREEMENT (NewStar CP Funding LLC) THIS SECOND AMENDMENT TO SIXTH AMENDED AND RESTATED LOAN AND SERVICING AGREEMENT, dated as of April 4, 2017 (this “Amendment”), is entered into by and among NEWSTAR CP Funding LLC, as the Borrower (the “Borrower”), NEWSTAR FINANCIAL, INC., as the Originator and the Ser |
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| August 2, 2017 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 news-8k20170802.htm 8-K 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 Date of Report (Date of earliest event reported): August 2, 2017 NewStar Financial, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33211 54-2157878 (State or Other Jurisdiction |
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| August 2, 2017 |
EX-99.1 2 news-ex9916.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE NewStar Reports Net Income of $4.2 Million, or $0.10 per Diluted Share, for the Second Quarter of 2017 and Declares $0.02 Quarterly Dividend per Share • Acquisition – Completed previously announced acquisition of Fifth Street CLO Management LLC on July 20, 2017, adding approximately $726 million of AUM. • Investment Activity – Ne |
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| July 7, 2017 |
EX-10.1 2 d422577dex101.htm EX-10.1 Exhibit 10.1 EXECUTION VERSION PURCHASE AGREEMENT by and between NEWSTAR FINANCIAL, INC. And FIFTH STREET HOLDINGS L.P. TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Construction and Interpretation 11 ARTICLE II PURCHASE AND SALE 12 Section 2.1 Purchase and Sale 12 Section 2.2 Working Capital Adjustment 13 Section 2.3 Closing 14 |
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| July 7, 2017 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 8-K 1 d422577d8k.htm 8-K 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 1, 2017 Date of Report (Date of earliest event reported) NewStar Financial, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33211 54-2157878 (State or other jurisdiction of incor |
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| July 7, 2017 |
EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE NewStar to Add $726 Million of Managed Assets through Acquisition of Investment Manager NewStar has agreed to acquire Fifth Street?s middle market CLO management business ? Signed definitive agreement to acquire Fifth Street CLO Management LLC (?FSCM?), including contracts to manage two middle market CLOs and certain retained interests in the CLOs require |
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| May 17, 2017 |
Submission of Matters to a Vote of Security Holders Form 8-K 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 May 16, 2017 Date of Report (Date of earliest event reported) NewStar Financial, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33211 54-2157878 (State or other jurisdiction of incorporation) (Commi |
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| May 4, 2017 |
NewStar Financial FORM 10-Q (Quarterly Report) 10-Q 1 news-10q20170331.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commiss |
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| May 4, 2017 |
NEWSTAR FINANCIAL, INC. CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 31(b) NEWSTAR FINANCIAL, INC. CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, John Kirby Bray, certify that: 1. I have reviewed this quarterly report on Form 10-Q of NewStar Financial, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in ligh |
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| May 4, 2017 |
NEWSTAR FINANCIAL, INC. CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 31(a) NEWSTAR FINANCIAL, INC. CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Timothy J. Conway, certify that: 1. I have reviewed this quarterly report on Form 10-Q of NewStar Financial, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in li |
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| May 3, 2017 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 news-8k20170503.htm FORM 8-K 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 Date of Report (Date of earliest event reported): May 3, 2017 NewStar Financial, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33211 54-2157878 (State or Other Jurisdictio |
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| May 3, 2017 |
news-ex9916.htm Exhibit 99.1 FOR IMMEDIATE RELEASE NewStar Reports Net Income of $1.4 Million, or $0.03 per Diluted Share, for the First Quarter of 2017 and Declares $0.02 Quarterly Dividend per Share ? Investment Activity ? New funded direct credit investments totaled $330 million in the first quarter, down from $628 million last quarter, but up 10% from $300 million in the same quarter last year |
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| April 21, 2017 |
news-def14a20161231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by R |
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| March 23, 2017 |
EX-4.1 2 news-ex417.htm EX-4.1 Exhibit 4.1 EXECUTION VERSION SECOND SUPPLEMENTAL INDENTURE dated as of March 20, 2017 among NEWSTAR COMMERCIAL LOAN FUNDING 2017-1 LLC, as Issuer and U.S. BANK NATIONAL ASSOCIATION as Trustee to the Indenture, dated as of September 11, 2013, among the Issuer and the Trustee 23086158.4.BUSINESS THIS SECOND SUPPLEMENTAL INDENTURE, dated as of March 20, 2017 (this “Sup |
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| March 23, 2017 |
8-K 1 news-8k20170320.htm FORM 8-K 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 Date of Report (Date of earliest event reported): March 20, 2017 NewStar Financial, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33211 54-2157878 (State or Other Jurisdic |
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| March 23, 2017 |
Exhibit 10.1 EXECUTION VERSION AMENDED AND RESTATED COLLATERAL MANAGEMENT AGREEMENT dated March 20, 2017 by and between NewStar Commercial Loan Funding 2017-1 LLC, as Issuer and NewStar Financial, Inc., as Collateral Manager Section 1. Definitions 2 Section 2. General Duties and Authority of the Collateral Manager 7 Section 3. Purchase and Sale Transactions; Brokerage 12 Section 4. Additional Acti |
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| March 21, 2017 |
RESTATED EMPLOYMENT AGREEMENT JOHN K. BRAY EX-10.1 2 d364929dex101.htm EX-10.1 Exhibit 10.1 EXECUTION COPY RESTATED EMPLOYMENT AGREEMENT of JOHN K. BRAY EMPLOYMENT AGREEMENT (this “Agreement”), dated as of March 17, 2017 (the “Effective Date”), between NEWSTAR FINANCIAL, INC., a Delaware corporation (the “Company”), and John K. Bray (“Executive”). This Agreement fully supersedes the Employment Agreement that Executive executed on October 9 |
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| March 21, 2017 |
8-K 1 d364929d8k.htm FORM 8-K 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 Date of Report (Date of earliest event reported): March 17, 2017 NewStar Financial, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33211 54-2157878 (State or Other Jurisdiction |
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| March 2, 2017 |
NewStar Financial NEWS-10K-20161231 (Annual Report) 10-K 1 news-10k20161231.htm NEWS-10K-20161231 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission fi |
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| March 2, 2017 |
NEWSTAR FINANCIAL, INC. CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 31(b) NEWSTAR FINANCIAL, INC. CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, John K. Bray, certify that: 1. I have reviewed this annual report on Form 10-K of NewStar Financial, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of t |
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| March 2, 2017 |
EX-10.(V) 2 news-ex10v479.htm EX-10.(V) Exhibit 10(v) October 21, 2016 Capital Z Financial Services Fund II, L.P. and Capital Z Financial Services Private Fund II, L.P. c/o Capital Z Partners, Ltd. 142 West 57th Street, 3rd Floor New York, New York 10019 Attn: Bradley E. Cooper Re: Purchase of Common Stock Ladies and Gentlemen: NewStar Financial, Inc. (the “Buyer”) hereby irrevocably subscribes fo |
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| March 2, 2017 |
NEWSTAR FINANCIAL, INC. CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 31(a) NEWSTAR FINANCIAL, INC. CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Timothy J. Conway, certify that: 1. I have reviewed this annual report on Form 10-K of NewStar Financial, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light |
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| March 2, 2017 |
Exhibit 21 Subsidiaries of the Company Name State or other jurisdiction of incorporation I-295 NS Eight Holding, LLC Delaware NewStar Structured Finance Opportunities II, LLC Delaware NewStar LLC 2005-1 Delaware NewStar Trust 2005-1 Delaware NewStar Asset Management LLC Delaware NewStar Commercial Loan Funding 2012-1 LLC Delaware NewStar Commercial Loan Funding 2012-2 LLC Delaware NewStar Commerci |
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| February 14, 2017 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events 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 Date of Report (Date of earliest event reported): February 14, 2017 NewStar Financial, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33211 54-2157878 (State or Other Jurisdiction of Incorporation) (Commissi |
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| February 14, 2017 |
NEWS / NewStar Financial, Inc. / Oaktop Capital Management II, L.P. - SC 13G Passive Investment SC 13G 1 a17-44224sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* NewStar Financial, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 65251F105 (CUSIP Number) 12/31/2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| February 14, 2017 |
Exhibit 99.1 FOR IMMEDIATE RELEASE NewStar Reports Net Income of $10.3 Million, or $0.23 per Diluted Share, for the Fourth Quarter and $28.2 Million, or $0.61 per Diluted Share, for FY 2016 • Divestiture – Sold equipment finance platform and related assets for $105 million in cash, or approximately 1.2x allocated book value, net of debt repayment, transactions fees and other retained liabilities. |
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| February 14, 2017 |
Exhibit 99.2 FOR IMMEDIATE RELEASE NewStar Adopts New Dividend Policy and Declares First Quarterly Dividend Follows Previous $30 million Share Repurchase Authorization Boston, MA, February 14, 2017 - NewStar Financial Inc. (Nasdaq:NEWS), a specialized commercial finance company, announced today that its Board of Directors adopted a new dividend policy and declared a quarterly dividend of $0.02 per |
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| February 9, 2017 |
NEWS / NewStar Financial, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* NEWSTAR FINANCIAL INC (Name of Issuer) Common Stock (Title of Class of Securities) 65251F105 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this S |
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| January 19, 2017 |
NEWS / NewStar Financial, Inc. / SECOND CURVE CAPITAL LLC Passive Investment SC 13G/A 1 d738362113g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* NewStar Financial, Inc. (Name of Issuer) Common Stock, par value of $0.01 (Title of Class of Securities) 65251F105 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate b |
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| December 9, 2016 |
EX-99.1 2 news-ex9916.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE NewStar Authorizes New Share Repurchase Program Follows repurchase of common stock totaling more than $40 million in 2016 Boston, MA, December 9, 2016 - NewStar Financial Inc. (Nasdaq:NEWS), a specialized commercial finance company, announced today that its Board of Directors has authorized the repurchase of up to $30 million of |
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| December 9, 2016 |
Financial Statements and Exhibits, Other Events 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 Date of Report (Date of earliest event reported): December 9, 2016 NewStar Financial, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33211 54-2157878 (State or Other Jurisdiction of Incorporation) (Commissio |
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| December 2, 2016 |
NewStar Sells Equipment Finance Business To Radius Bank EX-99.1 3 d300945dex991.htm EX-99.1 Exhibit 99.1 News Release FOR IMMEDIATE RELEASE December 1, 2016 Contact: NewStar Financial Inc. Robert K. Brown (617)848-2558 [email protected] NewStar Sells Equipment Finance Business To Radius Bank BOSTON, MA – December 1, 2016 — NewStar Financial Inc. (Nasdaq: NEWS) (“NewStar” or the “Company”) announced today the sale of its equipment finance business a |
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| December 2, 2016 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 8-K 1 d300945d8k.htm FORM 8-K 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 Date of Report (Date of earliest event reported): December 1, 2016 NewStar Financial, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33211 54-2157878 (State or Other Jurisdictio |
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| December 2, 2016 |
EX-10.1 Exhibit 10.1 ASSET PURCHASE AGREEMENT by and among NEWSTAR EQUIPMENT FINANCE I, LLC, NEWSTAR COMMERCIAL LEASE FUNDING I, LLC, NEWSTAR COMMERCIAL LEASE FUNDING 2015-1 LLC, AND, FOR LIMITED PURPOSES HEREIN, NEWSTAR FINANCIAL, INC., and RADIUS BANK Dated as of December 1, 2016 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 Certain Defined Terms 1 Section 1.1 Other Terms 7 ARTICLE |
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| November 30, 2016 |
NewStar Closes New $505 Million Managed Credit Fund news-ex99114.htm Exhibit 99.1 FOR IMMEDIATE RELEASE NewStar Closes New $505 Million Managed Credit Fund ▪ The NewStar Berkeley Fund CLO (the “Berkeley Fund”) represents the fourth in a series of managed credit funds focused on middle market senior debt originated through NewStar’s direct lending platform ▪ Berkeley Fund is structured as a Collateralized Loan Obligation (CLO) to provide financial l |
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| November 30, 2016 |
Financial Statements and Exhibits, Other Events 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 Date of Report (Date of earliest event reported): November 29, 2016 NewStar Financial, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33211 54-2157878 (State or Other Jurisdiction of Incorporation) (Commissi |
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| November 9, 2016 |
EX-1 2 dp70215ex0100.htm EXHIBIT 1 EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.01 par value per share, of NewStar Financial, Inc., a Delaware corporation, |
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| November 9, 2016 |
NEWS / NewStar Financial, Inc. / CAPITAL Z PARTNERS LTD - SCHEDULE 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* NewStar Financial, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 65251F105 (CUSIP Number) Capital Z Partners, Ltd. 142 West 57th Street New York, New York 10019 (212) 965-0800 (Name, Address and Telephone Number of Person Authorized t |
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| November 9, 2016 |
NEWS / NewStar Financial, Inc. / Corsair Capital LLC - FORM SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 2) NewStar Financial, Inc. (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 65251F105 (CUSIP Number) D.T. Ignacio Jaya |
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| November 3, 2016 |
NewStar Financial FORM 10-Q (Quarterly Report) 10-Q 1 news-10q20160930.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission F |
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| November 3, 2016 |
EARLY RETIREMENT AGREEMENT AND GENERAL RELEASE Exhibit 10.2 EARLY RETIREMENT AGREEMENT AND GENERAL RELEASE This Early Retirement Agreement and General Release (“Agreement”) is made by and between NewStar Financial, Inc., on behalf of itself and all of its predecessors, successors and affiliated entities (collectively, “NewStar” or the “Company”), and John J. Frishkopf, on behalf of himself, his executors, heirs, administrators, agents, attorne |
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| November 3, 2016 |
NEWSTAR FINANCIAL, INC. CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 31(b) NEWSTAR FINANCIAL, INC. CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, John Kirby Bray, certify that: 1. I have reviewed this quarterly report on Form 10-Q of NewStar Financial, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in ligh |
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| November 3, 2016 |
TERMINATION AGREEMENT AND GENERAL RELEASE Exhibit 10.1 TERMINATION AGREEMENT AND GENERAL RELEASE This Termination Agreement and General Release (“Agreement”) is made by and between NewStar Financial, Inc., on behalf of itself and all of its predecessors, successors and affiliated entities (collectively, “NewStar” or the “Company”), and Peter A. Schmidt-Fellner, on behalf of himself, his executors, heirs, administrators, agents, attorneys, |
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| November 3, 2016 |
NEWSTAR FINANCIAL, INC. CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 news-ex31a_6.htm Exhibit 31(a) NEWSTAR FINANCIAL, INC. CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Timothy J. Conway, certify that: 1. I have reviewed this quarterly report on Form 10-Q of NewStar Financial, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the state |
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| November 2, 2016 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 news-8k20161102.htm FORM 8-K 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 Date of Report (Date of earliest event reported): November 2, 2016 NewStar Financial, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33211 54-2157878 (State or Other Jurisd |
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| November 2, 2016 |
news-ex9916.htm Exhibit 99.1 FOR IMMEDIATE RELEASE NewStar Reports Net Income of $8.6 Million, or $0.19 per Diluted Share, for the Third Quarter of 2016 ? Investment Activity ? New funded credit investments totaled $427 million in the third quarter compared to $476 million last quarter and $720 million in the same quarter last year, reflecting credit selectivity in a mixed market environment. ? Ma |
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| October 25, 2016 |
Entry into a Material Definitive Agreement, Other Events 8-K 1 news-8k20161021.htm NEWSTAR FINANCIAL, INC. SHARE REPURCHASE 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 Date of Report (Date of earliest event reported): October 21, 2016 NewStar Financial, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33211 5 |
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| October 25, 2016 |
SC 13D/A 1 formsc13da.htm CAPITAL Z PARTNERS, LTD SC 13DA NO 2 10-21-2016 (NEWSTAR FINANCIAL, INC) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* NewStar Financial, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 65251F105 (CUSIP Number) Capital Z Partners, Ltd. 142 West 57th Street |
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| October 11, 2016 |
RESTATED EMPLOYMENT AGREEMENT TIMOTHY J. CONWAY EX-10.1 Exhibit 10.1 EXECUTION COPY RESTATED EMPLOYMENT AGREEMENT of TIMOTHY J. CONWAY EMPLOYMENT AGREEMENT (this ?Agreement?), dated as of October 9, 2016 (the ?Effective Date?), between NEWSTAR FINANCIAL, INC., a Delaware corporation (the ?Company?), and Timothy J. Conway (?Executive?). This Agreement fully supersedes the Employment Agreement that Executive executed on October 9, 2013. In consid |
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| October 11, 2016 |
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 Date of Report (Date of earliest event reported): October 6, 2016 NewStar Financial, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33211 54-2157878 (State or Other Jurisdiction of Incorporation) (Commission |
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| September 21, 2016 |
Exhibit 10.1 collateral MANAGEMENT AGREEMENT between ARCH STREET CLO, LTD. and NEWSTAR CAPITAL LLC Dated as of September 15, 2016 Seward & Kissel LLP TABLE OF CONTENTS Page COLLATERAL MANAGEMENT AGREEMENT ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION SECTION 1.01. Definitions. 2 SECTION 1.02. Rules of Construction. 4 ARTICLE II COLLATERAL MANAGER SECTION 2.01. Appointment of Collateral Manager. |
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| September 21, 2016 |
EX-4.1 2 news-ex4115.htm EX-4.1 Exhibit 4.1 EXECUTION COPY ARCH STREET CLO, LTD. Issuer, ARCH STREET CLO, LLC Co-Issuer, and U.S. BANK NATIONAL ASSOCIATION Trustee INDENTURE Dated as of September 15, 2016 COLLATERALIZED LOAN OBLIGATIONS TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 2 Section 1.1. Definitions. 2 Section 1.2. Assumptions as to Collateral Obligations; Construction Conventions. 59 Sect |
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| September 21, 2016 |
Exhibit 99.1 FOR IMMEDIATE RELEASE NewStar Capital Sponsors Seventh Loan Fund Issues $410 Million Arch Street CLO Backed by Broadly Syndicated Bank Loans Boston, MA, September 21, 2016 - NewStar Financial, Inc. (Nasdaq:NEWS), an internally-managed commercial finance company and asset manager, announced today that its liquid credit platform, NewStar Capital LLC (“NewStar Capital”), completed a $410 |
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| September 21, 2016 |
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 Date of Report (Date of earliest event reported): September 15, 2016 NewStar Financial, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33211 54-2157878 (State or Other Jurisdiction of Incorporation) (Commiss |
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| August 4, 2016 |
NewStar Financial FORM 10-Q (Quarterly Report) 10-Q 1 news-10q20160630.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File N |
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| August 4, 2016 |
NEWSTAR FINANCIAL, INC. CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 31(a) NEWSTAR FINANCIAL, INC. CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Timothy J. Conway, certify that: 1. I have reviewed this quarterly report on Form 10-Q of NewStar Financial, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in li |
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| August 4, 2016 |
AMENDMENT TO NOTE PURCHASE AGREEMENT Exhibit 10(a) EXECUTION COPY AMENDMENT TO NOTE PURCHASE AGREEMENT This Amendment (this "Amendment"), dated as of June 15, 2016, to the Note Purchase Agreement (the "Note Purchase Agreement") entered into by the parties hereto as of March 28, 2016, is entered into by and among NewStar Capital LLC ("NewStar"), in its capacity as portfolio manager under this agreement (the "Portfolio Manager"), Credit Suisse AG, Cayman Islands Branch ("CS"), in its capacities as Senior Commitment Party and Senior Noteholder, NewStar Capital LLC, in its capacity as the sole Junior Noteholder, Credit Suisse Securities (USA) LLC (the "Arranger"), Arch Street CLO, Ltd. |
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| August 4, 2016 |
NEWSTAR FINANCIAL, INC. CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 31(b) NEWSTAR FINANCIAL, INC. CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, John Kirby Bray, certify that: 1. I have reviewed this quarterly report on Form 10-Q of NewStar Financial, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in ligh |
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| August 3, 2016 |
news-ex9916.htm Exhibit 99.1 FOR IMMEDIATE RELEASE NewStar Reports Net Income of $5.2 million, or $0.11 Per Diluted Share, for the Second Quarter of 2016 ? Investment Activity ? New funded credit investments totaled $476 million in the second quarter, up from $300 million last quarter and down from $1 billion in the same quarter last year as middle market sponsored lending activity increased in th |
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| August 3, 2016 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 Date of Report (Date of earliest event reported): August 3, 2016 NewStar Financial, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33211 54-2157878 (State or Other Jurisdiction of Incorporation) (Commission |
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| July 15, 2016 |
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 Date of Report (Date of earliest event reported): July 11, 2016 NewStar Financial, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33211 54-2157878 (State or Other Jurisdiction of Incorporation) (Commission F |
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| July 15, 2016 |
EX-99.1 2 d216181dex991.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE NewStar announces retirement of Peter Schmidt-Fellner, Chief Investment Officer Current Chief Credit Officer Dan McCready promoted to Chief Investment Officer as part of planned succession Boston, MA, July 14, 2016 – NewStar Financial, Inc. (NASDAQ: NEWS) announced today the retirement of Peter Schmidt-Fellner from the company, |
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| May 11, 2016 |
Submission of Matters to a Vote of Security Holders 8-K 1 d130197d8k.htm 8-K 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 May 11, 2016 Date of Report (Date of earliest event reported) NewStar Financial, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33211 54-2157878 (State or other jurisdiction of incor |
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| May 9, 2016 |
NewStar Financial 10-Q (Quarterly Report) 10-Q 1 news-10q20160331.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| May 9, 2016 |
FIRST AMENDMENT TO SIXTH AMENDED AND RESTATED LOAN AND SERVICING AGREEMENT (NewStar CP Funding LLC) Exhibit 10(a) FIRST AMENDMENT TO SIXTH AMENDED AND RESTATED LOAN AND SERVICING AGREEMENT (NewStar CP Funding LLC) THIS FIRST AMENDMENT TO SIXTH AMENDED AND RESTATED LOAN AND SERVICING AGREEMENT, dated as of January 26, 2016 (this “Amendment”), is entered into by and among NEWSTAR CP Funding LLC, as the Borrower (the “Borrower”), NEWSTAR FINANCIAL, INC. |
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| May 9, 2016 |
NEWSTAR FINANCIAL, INC. CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 31(a) NEWSTAR FINANCIAL, INC. CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Timothy J. Conway, certify that: 1. I have reviewed this quarterly report on Form 10-Q of NewStar Financial, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in li |
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| May 9, 2016 |
NEWSTAR FINANCIAL, INC. CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 31(b) NEWSTAR FINANCIAL, INC. CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, John Kirby Bray, certify that: 1. I have reviewed this quarterly report on Form 10-Q of NewStar Financial, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in ligh |
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| May 4, 2016 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 Date of Report (Date of earliest event reported): May 4, 2016 NewStar Financial, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33211 54-2157878 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| May 4, 2016 |
NEWSTAR REPORTS NET INCOME OF $4.0 MILLION, OR $0.09 PER DILUTED SHARE FOR THE FIRST QUARTER OF 2016 EX-99.1 2 news-ex9916.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE NEWSTAR REPORTS NET INCOME OF $4.0 MILLION, OR $0.09 PER DILUTED SHARE FOR THE FIRST QUARTER OF 2016 § Investment Activity – New funded credit investments totaled $300 million in the first quarter, down from $705 million last quarter and $609 million from the same quarter in the prior year due to an increase in credit selectivity |
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| April 13, 2016 |
DEF 14A 1 d31437ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commis |
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| April 1, 2016 |
WAREHOUSE COLLATERAL ADMINISTRATION AGREEMENT EX-10.2 Exhibit 10.2 EXECUTION COPY WAREHOUSE COLLATERAL ADMINISTRATION AGREEMENT This WAREHOUSE COLLATERAL ADMINISTRATION AGREEMENT (such agreement as amended, modified, waived, supplemented or restated from time to time, the Agreement) dated as of March 28, 2016 is made by and among Arch Street CLO, Ltd. (the Issuer), NewStar Capital LLC (NewStar), as portfolio manager (the Portfolio Mana |
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| April 1, 2016 |
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 Date of Report (Date of earliest event reported): March 28, 2016 NewStar Financial, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33211 54-2157878 (State or Other Jurisdiction of Incorporation) (Commission |
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| April 1, 2016 |
EX-10.1 Exhibit 10.1 EXECUTION COPY NOTE PURCHASE AGREEMENT This NOTE PURCHASE AGREEMENT (as it may be amended from time to time, the ?Agreement?) dated as of March 28, 2016 is entered into by and among NewStar Capital LLC (?NewStar?), in its capacity as portfolio manager under this agreement (the ?Portfolio Manager?), each Junior Noteholder (as defined herein) identified in the Note Register, Cre |
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| March 31, 2016 |
EX-10.1 Exhibit 10.1 [EXECUTION COPY] UNIT PURCHASE AGREEMENT BY AND AMONG STERLING NATIONAL BANK, NEWSTAR BUSINESS CREDIT LLC, AND NEWSTAR FINANCIAL, INC. Dated as of March 31, 2016 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 1.1. Certain Definitions 1 ARTICLE II SALE AND EXCHANGE OF UNITS 13 2.1. Purchase of Units 13 2.2. Tax Classification 13 ARTICLE III CLOSING; PURCHASE PRICE 13 3.1. Closi |
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| March 31, 2016 |
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 Date of Report (Date of earliest event reported): March 31, 2016 NewStar Financial, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33211 54-2157878 (State or Other Jurisdiction of Incorporation) (Commission |
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| March 31, 2016 |
NewStar Sells Asset-based Lending Business To Sterling National Bank EX-99.1 3 d173432dex991.htm EX-99.1 Exhibit 99.1 News Release FOR IMMEDIATE RELEASE March 31, 2016 Contact: NewStar Financial Inc. Robert K. Brown (617)848-2558 [email protected] NewStar Sells Asset-based Lending Business To Sterling National Bank BOSTON, MA — March 31, 2016 — NewStar Financial Inc. (Nasdaq: NEWS) (“NewStar” or the “Company”) announced today the sale of its asset-based lending |
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| March 9, 2016 |
NEWS / NewStar Financial, Inc. / Conway Timothy J - SC 13D/A Activist Investment SC 13D/A 1 d154263dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* NewStar Financial, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 65251F105 (CUSIP Number) Timothy J. Conway c/o NewStar Financial, Inc. 500 Boylston Street, Suite 1250 |
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| March 4, 2016 |
NewStar Financial 10-K (Annual Report) 10-K 1 news-10k20151231.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001 |
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| March 4, 2016 |
Exhibit 21 Subsidiaries of the Company Name State or other jurisdiction of incorporation FQ NS Six Holding, LLC Delaware I-295 NS Eight Holding, LLC Delaware NewStar Business Credit, LLC Delaware NewStar Business Funding 2010-1 LLC Delaware NewStar Business Funding 2012-1 Delaware NewStar Structured Finance Opportunities II, LLC Delaware NewStar Structured Finance Opportunities, LLC Delaware NewSt |
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| March 4, 2016 |
NEWSTAR FINANCIAL, INC. CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 31(a) NEWSTAR FINANCIAL, INC. CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Timothy J. Conway, certify that: 1. I have reviewed this annual report on Form 10-K of NewStar Financial, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light |
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| March 4, 2016 |
Exhibit 10.2 EXECUTION VERSION COLLATERAL MANAGEMENT AGREEMENT Dated March 2, 2016 by and between NEWSTAR COMMERCIAL LOAN FUNDING 2016-1 LLC, as Issuer and NEWSTAR FINANCIAL, INC., as Collateral Manager TABLE OF CONTENTS Page Section 1. Definitions 1 Section 2. General Duties and Authority of the Collateral Manager 6 Section 3. Purchase and Sale Transactions; Brokerage 11 Section 4. Additional Act |
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| March 4, 2016 |
Exhibit 10(i)(2) RESTATED EMPLOYMENT AGREEMENT of [—] EMPLOYMENT AGREEMENT (this “Agreement”), dated as of October 9, 2015 (the “Effective Date”), between NEWSTAR FINANCIAL, INC. |
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| March 4, 2016 |
EX-4.1 2 d154758dex41.htm EX-4.1 Exhibit 4.1 EXECUTION VERSION INDENTURE by and between NEWSTAR COMMERCIAL LOAN FUNDING 2016-1 LLC, Issuer and U.S. BANK NATIONAL ASSOCIATION, Trustee Dated as of March 2, 2016 TABLE OF CONTENTS Page ARTICLE I Definitions 2 Section 1.1 Definitions 2 Section 1.2 Usage of Terms 65 Section 1.3 Assumptions as to Assets 65 ARTICLE II The Notes 67 Section 2.1 Forms Genera |
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| March 4, 2016 |
Exhibit 99.1 FOR IMMEDIATE RELEASE NewStar Completes Thirteenth CLO Issues $348 Million ‘Middle-Market’ Collateralized Loan Obligation (“CLO”) • Issues first CLO in 2016, bringing cumulative CLO issuance to thirteen transactions totaling more than $5.4 billion • Placed three classes of floating rate notes priced at par to yield an initial weighted average spread of approximately Libor plus 278 bps |
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| March 4, 2016 |
NEWSTAR FINANCIAL, INC. CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 31(b) NEWSTAR FINANCIAL, INC. CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, John K. Bray, certify that: 1. I have reviewed this annual report on Form 10-K of NewStar Financial, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of t |
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| March 4, 2016 |
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 Date of Report (Date of earliest event reported): March 2, 2016 NewStar Financial, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33211 54-2157878 (State or Other Jurisdiction of Incorporation) (Commission F |
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| March 4, 2016 |
Exhibit 10.1 EXECUTION VERSION MASTER LOAN SALE AGREEMENT among NEWSTAR FINANCIAL, INC., as the Transferor, NEWSTAR COMMERCIAL LOAN DEPOSITOR 2016-1 LLC, as the Retention Holder, and NEWSTAR COMMERCIAL LOAN FUNDING 2016-1 LLC, as the Issuer Dated as of March 2, 2016 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.1. Definitions 2 Section 1.2. Other Terms 5 Section 1.3. Computation of Time |
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| February 11, 2016 |
Financial Statements and Exhibits, Other Events 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 February 11, 2016 Date of Report (Date of earliest event reported) NewStar Financial, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33211 54-2157878 (State or other jurisdiction of incorporation) (Commissio |
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| February 11, 2016 |
EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE NewStar Expands Share Repurchase Plan Existing repurchase plan amended to authorize the repurchase of an aggregate of $30.0 million of its common stock BOSTON, MA February 11, 2016 ? The Board of Directors of NewStar Financial Inc. (Nasdaq: NEWS) has authorized an increase to NewStar?s existing stock repurchase program, which was originally authorized by |
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| February 10, 2016 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 news-8k20160210.htm 8-K 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 Date of Report (Date of earliest event reported): February 10, 2016 NewStar Financial, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33211 54-2157878 (State or Other Jurisdicti |
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| February 10, 2016 |
EX-99.1 2 news-ex9916.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE NEWSTAR REPORTS NET INCOME OF $4.2 MILLION, OR $0.09 PER DILUTED SHARE, FOR THE FOURTH QUARTER AND $16.9 MILLION, OR $0.35 PER DILUTED SHARE, FOR FY 2015 Strong growth in managed assets and revenue drives improved financial results for 2015 despite market headwinds in second half of year § Investment Activity – New funded credit |
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| February 9, 2016 |
NEWS / NewStar Financial, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment SC 13G/A 1 rrd377.htm SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* NEWSTAR FINANCIAL INC (Name of Issuer) Common Stock (Title of Class of Securities) 65251F105 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design |
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| January 27, 2016 |
NEWS / NewStar Financial, Inc. / SECOND CURVE CAPITAL LLC Passive Investment SC 13G/A 1 d701614013g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* NewStar Financial, Inc. (Name of Issuer) Common Stock, par value of $0.01 (Title of Class of Securities) 65251F105 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate b |
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| November 12, 2015 |
Financial Statements and Exhibits, Other Events 8-K 1 d93885d8k.htm 8-K 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 November 9, 2015 Date of Report (Date of earliest event reported) NewStar Financial, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33211 54-2157878 (State or other jurisdiction of in |
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| November 12, 2015 |
$80,000,000 NewStar Financial, Inc. 7.250% Senior Notes due 2020 Underwriting Agreement EX-1.2 Exhibit 1.2 EXECUTION VERSION $80,000,000 NewStar Financial, Inc. 7.250% Senior Notes due 2020 Underwriting Agreement November 9, 2015 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Ladies and Gentlemen: NewStar Financial, Inc., a Delaware corporation (the ?Company?), proposes to issue and sell to the J.P. Morgan Securities LLC, as underwriter (the ?Underwriter?), $8 |
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| November 10, 2015 |
NewStar Financial, Inc. Pricing Term Sheet FWP 1 d50475dfwp.htm FWP Filed Pursuant to Rule 433 Registration Statement No. 333-207571 Pricing Term Sheet NewStar Financial, Inc. Pricing Term Sheet The information in this pricing term sheet supplements NewStar Financial, Inc.’s preliminary prospectus supplement, dated November 9, 2015 (the “Preliminary Prospectus Supplement”), and supersedes the information in the Preliminary Prospectus Suppl |
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| November 10, 2015 |
424B5 1 d50475d424b5.htm 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-207571 Prospectus Supplement (to Prospectus dated November 2, 2015) NewStar Financial, Inc. $80,000,000 7.25% Senior Notes due 2020 Interest payable May 1 and November 1. Issue price: 99.01% We are offering $80,000,000 aggregate principal amount of our 7.25% Senior Notes due 2020 (the “Offered No |
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| November 9, 2015 |
Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-207571 The information in this preliminary prospectus is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject |
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| November 5, 2015 |
Exhibit 2(a) PURCHASE AGREEMENT by and among NEWSTAR FINANCIAL, INC. and ANDREA S. FEINGOLD and R. IAN O’KEEFFE Dated as of September 16, 2015 TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 ARTICLE II PURCHASE AND SALE 10 Section 2.1 Purchase and Sale 10 Section 2.2 Purchase Price Adjustments 11 Section 2.3 Working Capital Adjustment 11 Section 2.4 Closing 12 Section 2.5 Deliv |
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| November 5, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-33211 NewStar Financial |
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| November 5, 2015 |
NEWSTAR FINANCIAL, INC. CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 31(b) NEWSTAR FINANCIAL, INC. CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, John Kirby Bray, certify that: 1. I have reviewed this quarterly report on Form 10-Q of NewStar Financial, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in ligh |
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| November 5, 2015 |
NEWSTAR FINANCIAL, INC. CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 31(a) NEWSTAR FINANCIAL, INC. CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Timothy J. Conway, certify that: 1. I have reviewed this quarterly report on Form 10-Q of NewStar Financial, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in li |
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| November 4, 2015 |
NewStar Financial 8-K (Current Report/Significant Event) news-8k20150805.htm 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 Date of Report (Date of earliest event reported): November 4, 2015 NewStar Financial, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33211 54-2157878 (State or Other Jurisdiction of Incor |
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| November 4, 2015 |
news-ex9919.htm Exhibit 99.1 FOR IMMEDIATE RELEASE NEWSTAR REPORTS NET INCOME OF $5.1 MILLION, OR $0.11 PER DILUTED SHARE FOR THE THIRD QUARTER Strong investment activity continues to drive revenue and asset growth ? Investment Activity ? New funded credit investments exceeded $720 million in the seasonally slower third quarter, up 76% from the same quarter last year and down 29% from last quarter |
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| October 29, 2015 |
CORRESP 1 filename1.htm NEWSTAR FINANCIAL, INC. 500 Boylston Street Boston, Massachusetts 02116 October 29, 2015 BY EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: NewStar Financial, Inc. Registration Statement on Form S-3 (File No. 333-207571) Ladies and Gentlemen: Pursuant to Rule 461 of the Securities Act of 1933, NewStar Financial, Inc. (the “Company”) he |
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| October 29, 2015 |
NewStar Financial AMENDMENT NO.1 TO FORM S-3 Amendment No.1 to Form S-3 Table of Contents As filed with the Securities and Exchange Commission on October 29, 2015. Registration No. 333-207571 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEWSTAR FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 54-2157878 (State or ot |
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| October 23, 2015 |
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES(1) EX-12.1 Exhibit 12.1 COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES(1) The following table sets forth NewStar Financial?s earnings to fixed charges for the periods indicated: Year Ended December 31, Six Months Ended June 30, 2010 2011 2012 2013 2014 2014 2015 ($ in thousands) Pretax income $ 17,354 $ 23,551 $ 40,977 $ 41,151 $ 18,079 $ 12,894 $ 7,357 Gain on acquisition (5,649 ) ? ? ? ? ? ? Non |
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| October 23, 2015 |
S-3 1 d50475ds3.htm FORM S-3 Table of Contents As filed with the Securities and Exchange Commission on October 23, 2015. Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEWSTAR FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 54-2157878 (State or other jurisdiction of inc |
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| October 23, 2015 |
EX-25.1 Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ? Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 31-0841368 I.R.S. Employer |
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| October 23, 2015 |
Exhibit 4.2 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (DTC), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYME |
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| October 7, 2015 |
EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE NewStar Completes Acquisition and Authorizes New Share Repurchase Plan NewStar completed its acquisition of Boston-based FOC Partners, a credit-oriented investment manager with $2.3 billion of assets under management and authorized a new share repurchase plan BOSTON, MA October 7, 2015 ? NewStar Financial Inc. (Nasdaq: NEWS) announced today that it has co |
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| October 7, 2015 |
Financial Statements and Exhibits, Other Events 8-K 1 d25384d8k.htm FORM 8-K 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 October 7, 2015 Date of Report (Date of earliest event reported) NewStar Financial, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33211 54-2157878 (State or other jurisdiction o |
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| October 2, 2015 |
8-K 1 d82461d8k.htm FORM 8-K 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 October 2, 2015 Date of Report (Date of earliest event reported) NewStar Financial, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33211 54-2157878 (State or other jurisdiction o |
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| September 21, 2015 |
Exhibit 10.1 EXECUTION VERSION MASTER LOAN SALE AGREEMENT among NEWSTAR FINANCIAL, INC., as the Transferor, NEWSTAR COMMERCIAL LOAN DEPOSITOR 2015-2 LLC, as the Retention Holder, and NEWSTAR COMMERCIAL LOAN FUNDING 2015-2 LLC, as the Issuer Dated as of September 15, 2015 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.1. Definitions 2 Section 1.2. Other Terms 5 Section 1.3. Computation of |
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| September 21, 2015 |
Exhibit 99.1 FOR IMMEDIATE RELEASE NewStar Completes Third Loan Securitization of 2015 Issues New $398 Million ‘Middle-Market’ Collateralized Loan Obligation (“CLO”) • Issues third CLO in 2015, bringing cumulative CLO issuance to twelve transactions totaling to more than $5 billion • Placed five classes of floating rate notes priced at par to yield an initial weighted average spread of approximate |
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| September 21, 2015 |
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 Date of Report (Date of earliest event reported): September 15, 2015 NewStar Financial, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33211 54-2157878 (State or Other Jurisdiction of Incorporation) (Commiss |
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| September 21, 2015 |
Exhibit 10.2 EXECUTION VERSION COLLATERAL MANAGEMENT AGREEMENT Dated September 15, 2015 by and between NEWSTAR COMMERCIAL LOAN FUNDING 2015-2 LLC, as Issuer and NEWSTAR FINANCIAL, INC., as Collateral Manager TABLE OF CONTENTS Page Section 1. Definitions 1 Section 2. General Duties and Authority of the Collateral Manager 6 Section 3. Purchase and Sale Transactions; Brokerage 11 Section 4. Additiona |
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| September 21, 2015 |
EX-4.1 2 d55983dex41.htm EX-4.1 Exhibit 4.1 EXECUTION VERSION INDENTURE by and between NEWSTAR COMMERCIAL LOAN FUNDING 2015-2 LLC Issuer and U.S. BANK NATIONAL ASSOCIATION Trustee Dated as of September 15, 2015 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 Usage of Terms 65 Section 1.3 Assumptions as to Assets 65 ARTICLE II THE NOTES 67 Section 2.1 Forms Gene |
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| September 17, 2015 |
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 September 16, 2015 Date of Report (Date of earliest event reported) NewStar Financial, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33211 54-2157878 (State or other jurisdiction of incorporation) (Commissi |
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| September 17, 2015 |
EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE NewStar to Add $2.3 billion of Managed Assets through Acquisition of Investment Manager NewStar has agreed to acquire Boston-based FOC Partners, a credit-oriented investment manager with $2.3 billion of assets under management ? Signed definitive agreement to acquire Feingold O?Keeffe Capital, LLC (FOC Partners) ? Established in 2001, FOC Partners is a pr |
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| September 3, 2015 |
Incorporation of certain information by reference 424B3 1 d61613d424b3.htm 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-206520 Prospectus NewStar Financial, Inc. Offer to exchange Up to $300,000,000 outstanding 7.25% Senior Notes due 2020 issued on April 22, 2015, for a Like Principal Amount of 7.25% Senior Notes due 2020, which have been registered under the Securities Act of 1933 The exchange offer • We will exc |
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| September 3, 2015 |
EX-10.1 3 news-ex10123.htm EX-10.1 Exhibit 10.1 Execution Version PURCHASE AND CONTRIBUTION AGREEMENT between NewStar Equipment Finance I, LLC, AS SELLER and NewStar Commercial Lease Funding 2015 1 LLC, AS PURCHASER Dated as of September 1, 2015 TABLE OF CONTENTS Page Article I DEFINITIONS 1 Section 1.1 General. 1 Section 1.2 Specific Terms. 1 Article II CONVEYANCE OF THE CONTRACTS, THE RECEIVABLE |
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| September 3, 2015 |
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 Date of Report (Date of earliest event reported): September 1, 2015 NewStar Financial, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33211 54-2157878 (State or Other Jurisdiction of Incorporation) (Commissi |
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| September 3, 2015 |
EX-4.1 2 news-ex4122.htm EX-4.1 Exhibit 4.1 Execution Version INDENTURE between NewStar Commercial Lease Funding 2015‑1 LLC, as Issuer, Wells Fargo Bank, National Association, as Trustee and Custodian Equipment Contract Backed Notes, Series 2015‑1, Class A and Equipment Contract Backed Notes, Series 2015‑1, Class B Dated as of September 1, 2015 Table of Contents Page ARTICLE I DEFINITIONS 2 Sectio |
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| August 31, 2015 |
NEWSTAR FINANCIAL, INC. 500 Boylston Street Boston, Massachusetts 02116 August 31, 2015 BY EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: NewStar Financial, Inc. Registration Statement on Form S-4 (File No. 333-206520) Ladies and Gentlemen: Pursuant to Rule 461 of the Securities Act of 1933, NewStar Financial, Inc. (the Company) hereby requests the acceler |
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| August 21, 2015 |
As filed with the Securities and Exchange Commission on August 21, 2015 Form S-4 Table of Contents As filed with the Securities and Exchange Commission on August 21, 2015 Registration No. |
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| August 21, 2015 |
Exhibit 99(b) NOTICE OF GUARANTEED DELIVERY NEWSTAR FINANCIAL, INC. Tender of Any and All Outstanding 7.25% Senior Notes Due 2020 In Exchange For 7.25% Senior Notes Due 2020 Registered Under the Securities Act of 1933 Pursuant to the prospectus dated , 2015 and any amendments or supplements thereto THE EXCHANGE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON , 2015, UNLESS EXTENDED (SU |
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| August 21, 2015 |
Locke Lord Edwards 111 Huntington Avenue Boston, MA 02199 Telephone: 617-239-0100 Fax: 617-227-4420 www. |
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| August 21, 2015 |
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES(1) Exhibit 12 COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES(1) The following table sets forth NewStar Financial’s earnings to fixed charges for the periods indicated: Year Ended December 31, Six Months Ended June 30, 2010 2011 2012 2013 2014 2014 2015 ($ in thousands) Pretax income $ 17,354 $ 23,551 $ 40,977 $ 41,151 $ 18,079 $ 12,894 $ 7,357 Gain on acquisition (5,649 ) — — — — — — Non-controlli |
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| August 21, 2015 |
Exhibit 5(a) Locke Lord Edwards 111 Huntington Avenue Boston, MA 02199 Telephone: 617-239-0100 Fax: 617-227-4420 www. |
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| August 21, 2015 |
Exhibit 99(a) LETTER OF TRANSMITTAL NEWSTAR FINANCIAL, INC. Tender of Any and All Outstanding 7.25% Senior Notes Due 2020 (CUSIP: 144A: 65251F AA3; Reg. S: U526B AA2) In Exchange For 7.25% Senior Notes Due 2020 Registered Under the Securities Act of 1933 Pursuant to the prospectus dated , 2015, and any amendments or supplements thereto THE EXCHANGE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CIT |
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| August 21, 2015 |
Exhibit 99(d) Letter to Beneficial Holders Regarding the Offer to Exchange NEWSTAR FINANCIAL, INC. |
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| August 21, 2015 |
Exhibit 99(c) Letter to Registered Holders and DTC Participants Regarding the Offer to Exchange NEWSTAR FINANCIAL, INC. |
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| August 21, 2015 |
Exhibit 21 Subsidiaries of the Company Name State or other jurisdiction of incorporation FQ NS Six Holding LLC Delaware I-295 NS Eight Holding LLC Delaware NewStar Business Credit LLC Delaware NewStar Business Funding 2010-1 LLC Delaware NewStar Business Funding 2012-1 LLC Delaware NewStar ArcTurus CLO I Ltd. |
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| August 21, 2015 |
Consent of independent registered public accounting firm Exhibit 23(a) Consent of independent registered public accounting firm To the Board of Directors NewStar Financial, Inc. |
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| August 21, 2015 |
Exhibit 25 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 31-0841368 I.R.S. Employer Identificat |
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| August 13, 2015 |
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 Date of Report (Date of earliest event reported): August 10, 2015 NewStar Financial, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33211 54-2157878 (State or Other Jurisdiction of Incorporation) (Commission |
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| August 13, 2015 |
EX-10.1 2 news-ex1016.htm EX-10.1 Exhibit 10.1 EXECUTION VERSION SIXTH AMENDED AND RESTATED Loan and Servicing AGREEMENT by and among NEWSTAR CP FUNDING LLC, as the Borrower, NEWSTAR FINANCIAL, INC., as the Originator and as the Servicer, EACH OF THE CONDUIT LENDERS AND INSTITUTIONAL LENDERS FROM TIME TO TIME PARTY HERETO, as the Lenders, WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Swingline Ba |
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| August 7, 2015 |
8-K 1 news-8k20150805.htm 8-K 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 Date of Report (Date of earliest event reported): August 5, 2015 NewStar Financial, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33211 54-2157878 (State or Other Jurisdiction |
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| August 7, 2015 |
sCHI:2939001.3 FIRST AMENDMENT TO LOAN AND SERVICING AGREEMENT (NewStar Warehouse Funding I LLC) EX-10.1 2 news-ex1016.htm EX-10.1 Exhibit 10.1 sCHI:2939001.3 FIRST AMENDMENT TO LOAN AND SERVICING AGREEMENT (NewStar Warehouse Funding I LLC) THIS FIRST AMENDMENT TO LOAN AND SERVICING AGREEMENT, dated as of August 5, 2015 (this “Amendment”), is entered into by and among NEWSTAR WAREHOUSE FUNDING I LLC, as the Borrower (the “Borrower”), NEWSTAR FINANCIAL, INC., as the Originator and the Collater |
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| August 6, 2015 |
NEWSTAR FINANCIAL, INC. CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 31(b) NEWSTAR FINANCIAL, INC. CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, John Kirby Bray, certify that: 1. I have reviewed this quarterly report on Form 10-Q of NewStar Financial, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in ligh |
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| August 6, 2015 |
Exhibit 10(d) Execution Version U.S. $175,000,000 FOURTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT by and among NEWSTAR BUSINESS CREDIT, LLC, as the Originator, the Servicer and a Guarantor NEWSTAR FINANCIAL, INC., as a Guarantor NEWSTAR BUSINESS FUNDING 2010-1, LLC, as the Borrower AUTOBAHN FUNDING COMPANY LLC, as a Conduit Lender DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK FRANKFURT AM |
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| August 6, 2015 |
JOINDER AGREEMENT AND FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT Exhibit 10(e) JOINDER AGREEMENT AND FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This JOINDER AGREEMENT AND FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), is dated as of June 19, 2015, by and among, on the one hand, WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), CITIZENS BUSINESS CAPITAL, f/k/a RBS Citizens Business Capital, a division of Citizens Asset Finance, Inc. |
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| August 6, 2015 |
NEWSTAR FINANCIAL, INC. CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 31(a) NEWSTAR FINANCIAL, INC. CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Timothy J. Conway, certify that: 1. I have reviewed this quarterly report on Form 10-Q of NewStar Financial, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in li |
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| August 6, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-33211 NewStar Financial, Inc |
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| August 5, 2015 |
EX-99.1 2 news-ex9917.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE NEWSTAR REPORTS NET INCOME OF $5.0 MILLION, OR $0.10 PER DILUTED SHARE FOR THE SECOND QUARTER Accelerating asset and revenue growth drive higher returns · Investment Activity – New funded credit investments exceeded $1.0 billion in the second quarter, up 68% from last quarter and 213% from the same quarter last year. · Asset Grow |
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| August 5, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 Date of Report (Date of earliest event reported): August 5, 2015 NewStar Financial, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33211 54-2157878 (State or Other Jurisdiction of Incorporation) (Commission |
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| August 4, 2015 |
NEWSTAR FINANCIAL, INC. 500 Boylston Street Boston, Massachusetts 02116 August 4, 2015 BY EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: NewStar Financial, Inc. Registration Statement on Form S-3 (File No. 333-205200) Ladies and Gentlemen: Pursuant to Rule 461 of the Securities Act of 1933, NewStar Financial, Inc. (the Company) hereby requests the accelera |
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| July 21, 2015 |
NewStar Financial AMENDMENT NO.1 TO THE S-3 S-3/A 1 d947188ds3a.htm AMENDMENT NO.1 TO THE S-3 Table of Contents As filed with the Securities and Exchange Commission on July 21, 2015. Registration No. 333-205200 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEWSTAR FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 54- |
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| July 21, 2015 |
Response Letter |
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| June 24, 2015 |
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES(1) EX-12.1 Exhibit 12.1 COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES(1) The following table sets forth NewStar Financials earnings to fixed charges for the periods indicated: Year Ended December 31, Three Months Ended March 31, 2015 2010 2011 2012 2013 2014 ($ in thousands) Pretax income $ 17,354 $ 23,551 $ 40,977 $ 41,151 $ 18,079 $ 4,331 Gain on acquisition (5,649 ) |
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| June 24, 2015 |
S-3 1 d947188ds3.htm FORM S-3 Table of Contents As filed with the Securities and Exchange Commission on June 24, 2015. Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEWSTAR FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 54-2157878 (State or other jurisdiction of incor |
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| June 24, 2015 |
Exhibit 4.1 NewStar Financial, Inc. and , as Trustee INDENTURE Dated as of , TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 1.1 Definitions 1 1.2 Other Definitions 5 1.3 Incorporation by Reference of Trust Indenture Act 5 1.4 Rules of Construction 6 ARTICLE 2 THE SECURITIES 6 2.1 Issuable in Series 6 2.2 Establishment of Terms of Series of Securities 7 2.3 Execution |
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| May 21, 2015 |
POWER OF ATTORNEY Know all by these presents,that the undersigned hereby constitutes and appoints each of John K. |
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| May 15, 2015 |
NEWSTAR FINANCIAL, INC. CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 31(a) NEWSTAR FINANCIAL, INC. CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Timothy J. Conway, certify that: 1. I have reviewed this quarterly report on Form 10-Q/A of NewStar Financial, Inc.; and 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, |
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| May 15, 2015 |
NEWSTAR FINANCIAL, INC. CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 31(b) NEWSTAR FINANCIAL, INC. CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, John Kirby Bray, certify that: (1) I have reviewed this quarterly report on Form 10-Q/A of NewStar Financial, Inc.; and (2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, |
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| May 15, 2015 |
10-Q/A 1 news3311510qav1.htm 10-Q/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A AMENDMENT NO. 1 x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transiti |
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| May 15, 2015 |
Submission of Matters to a Vote of Security Holders 8-K 1 a8-k2015annualmeetingresu.htm 8-K 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 May 12, 2015 Date of Report (Date of earliest event reported) NewStar Financial, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporati |
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| May 11, 2015 |
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 May 5, 2015 Date of Report (Date of earliest event reported) NewStar Financial, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-33211 (Commission File Number) 54 |
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| May 11, 2015 |
CitiLSA EXECUTION VERSION LOAN AND SERVICING AGREEMENT dated as of May 5, 2015 by and among NEWSTAR WAREHOUSE FUNDING I LLC, as the Borrower, NEWSTAR FINANCIAL, INC. |
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| May 7, 2015 |
NEWSTAR FINANCIAL, INC. CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 31(b) NEWSTAR FINANCIAL, INC. CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, John Kirby Bray, certify that: 1. I have reviewed this quarterly report on Form 10-Q of NewStar Financial, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in ligh |
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| May 7, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 10-Q 1 news3311510q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commiss |
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| May 7, 2015 |
NEWSTAR FINANCIAL, INC. CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 31(a) NEWSTAR FINANCIAL, INC. CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Timothy J. Conway, certify that: 1. I have reviewed this quarterly report on Form 10-Q of NewStar Financial, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in li |
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| May 6, 2015 |
News Exhibit 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE NEWSTAR REPORTS NET INCOME OF $2.5 MILLION, OR $0.05 PER DILUTED SHARE FOR THE FIRST QUARTER Strong origination volume drives increase in managed assets and recent unsecured debt issuance positions balance sheet to support further growth ? New Loan Volume - Originated new funded loan volume of $609 million in the first quarter, up 121% from the |
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| May 6, 2015 |
8-K 1 news8-k.htm 8-K 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 May 6, 2015 Date of Report (Date of earliest event reported) NewStar Financial, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33211 54-2157878 (State or other jurisdiction of incorpora |
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| April 28, 2015 |
EX-4.1 2 d916351dex41.htm EX-4.1 Exhibit 4.1 EXECUTION COPY NEWSTAR FINANCIAL, INC. 7.25% Senior Notes due 2020 INDENTURE Dated as of April 22, 2015 U.S. BANK NATIONAL ASSOCIATION, as Trustee TABLE OF CONTENTS ARTICLE I Definitions and Incorporation by Reference SECTION 1.01. Definitions 1 SECTION 1.02. Other Definitions 36 SECTION 1.03. Incorporation by Reference of Trust Indenture Act 38 SECTION |
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| April 28, 2015 |
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 April 22, 2015 Date of Report (Date of earliest event reported) NewStar Financial, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33211 54-2157878 (State or other jurisdiction of incorporation) (Commission F |
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| April 28, 2015 |
EX-10.1 3 d916351dex101.htm EX-10.1 Exhibit 10.1 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT dated April 22, 2015 (this “Agreement”) is entered into by and among NewStar Financial, Inc., a Delaware corporation (the “Company”), and J.P. Morgan Securities LLC (“J.P. Morgan”), on behalf of itself and the other initial purchasers listed in Schedule 1 to the Purch |
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| April 17, 2015 |
DEF 14A 1 d896872ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commi |
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| April 17, 2015 |
Financial Statements and Exhibits, Other Events 8-K 1 a8k041715.htm 8-K 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 April 17, 2015 Date of Report (Date of earliest event reported) NewStar Financial, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-33211 |
