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SUBSEQUENT EVENTS | 9 Months Ended
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Sep. 30, 2025
Subsequent Events [Abstract] |
SUBSEQUENT EVENTS | 18. SUBSEQUENT EVENTS On November 6, 2025, the Company and First Western SBLC, Inc., a Florida corporation and an indirect wholly owned subsidiary of the Company (“First Western”) and which represents the Company’s lending business which originates loans under the SBA 7(a) Program, entered into a membership interest purchase agreement (the “Membership Interest Purchase Agreement”), with PG FR Holding, LLC, a Delaware limited liability company (the “Buyer”). Pursuant to the Membership Interest Purchase Agreement, and upon the terms and subject to the conditions therein, Buyer will purchase from the Company all of the issued and outstanding equity interests of First Western (the “Transactions”). The Company estimates that, pursuant to the Membership Interest Purchase Agreement and based on information related to First Western’s assets and other matters as of September 30, 2025, the purchase price will be approximately $44 million (which is net of the outstanding balance of SBA 7(a) Loan-Backed Notes), subject to adjustment and updated information through the closing (the “Closing”) of the Transactions. Upon the Closing and giving effect to the payment of other debt, transaction expenses and other matters, the Transactions are expected to yield net cash proceeds to the Company of approximately $31 million. The Closing is subject to the receipt of the SBA’s consent to the acquisition by the Buyer of the equity interests in First Western and certain customary closing conditions, including (i) the absence of any law or order that challenges or may prevent the consummation of the Transactions, (ii) the accuracy of the representations and warranties of each party, subject to certain materiality thresholds, (iii) the performance and compliance by each party with the covenants and obligations of such party pursuant to the Membership Interest Purchase Agreement in all material respects and (iv) Barry Berlin not terminating, providing a notice of his intention to terminate, or otherwise rescinding his agreement to work for an affiliate of Buyer following the Closing.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
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