OneMain Holdings, Inc. (NYSE:OMF) Files An 8-K Entry into a Material Definitive Agreement

OneMain Holdings, Inc. (NYSE:OMF) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01Entry into a Material Definitive Agreement.

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Underwriting Agreement

On February 21, 2018, OneMain Holdings, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”), among the Company, Springleaf Financial Holdings, LLC (the “Selling Stockholder”) and Morgan Stanley & Co. LLC (the “Underwriter”), for the sale by the Selling Stockholder of 4,179,678 shares of Common Stock.

The Underwriting Agreement includes customary representations, warranties, covenants and closing conditions. It also provides for customary indemnification by each of the Company, the Selling Stockholder and the Underwriter against certain liabilities and customary contribution provisions in respect of those liabilities. The transaction contemplated by the Underwriting Agreement is expected to close on February 26, 2018.

The Common Stock is being sold to an effective automatic shelf registration statement filed with the Securities and Exchange Commission (File No. 333-221391). A copy of the Underwriting Agreement is filed as Exhibit 1.1 hereto and is incorporated by reference herein.

The Underwriter and its affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with the Company or its affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.

Item 9.01Financial Statements and Exhibits.




Underwriting Agreement, dated February 21, 2018, among OneMain Holdings, Inc.,

Springleaf Financial Holdings, LLC and Morgan Stanley & Co. LLC

Opinion of Skadden, Arps, Slate, Meagher & Flom LLP

Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1)

OneMain Holdings, Inc. Exhibit
EX-1.1 2 s002086x1_ex1-1.htm EXHIBIT 1.1 Exhibit 1.1   EXECUTION VERSION ONEMAIN HOLDINGS,…
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About OneMain Holdings, Inc. (NYSE:OMF)

OneMain Holdings, Inc., formerly Springleaf Holdings, Inc., incorporated on August 5, 2013, is a financial services holding company. The Company provides responsible loan products; offers credit and non-credit insurance; pursues strategic acquisitions of loan portfolios, and pursues acquisitions of companies and/or establish joint ventures. The Company operates through three segments: Consumer and Insurance; Acquisitions and Servicing, and Real Estate. The Company’s subsidiaries include Springleaf Finance, Inc. (SFI) and Independence Holdings, LLC (Independence). SFI’s principal subsidiary is Springleaf Finance Corporation (SFC), and Independence’s principal subsidiary is OneMain Financial Holdings, LLC (OMFH). SFC and OMFH are financial services holding companies with subsidiaries engaged in the consumer finance and insurance businesses.

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