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 1.01.

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Entry into a Material Definitive Agreement.

Underwriting Agreement

On May 9, 2018, OneMain Holdings, Inc. (“OMH,” “we,” “us” or “our”), as a guarantor, entered into an underwriting agreement (the “Underwriting Agreement”) with Springleaf Finance Corporation, an indirect subsidiary of OMH (“SFC”), as the issuer, and Morgan Stanley & Co. LLC and RBC Capital Markets, LLC, as representatives of the several underwriters named therein (the “Underwriters”), relating to the issuance and sale by SFC of $900 million aggregate principal amount of SFC’s 7.125% Senior Notes due 2026 (the “Notes”) in a public offering made to a registration statement and related prospectus supplement filed with the Securities and Exchange Commission (the “SEC”). As further described below, the offering closed on May 11, 2018.

The Underwriting Agreement includes customary representations, warranties and covenants by each of SFC and OMH. It also provides for customary indemnification by each of SFC, OMH and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to Exhibit1.1 to this Current Report on Form8-K which is incorporated herein by reference.

Some of the Underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us, our subsidiaries or affiliates, including SFC. They have received, or may in the future receive, customary fees and commissions for these transactions. Some of the underwriters and their affiliates have entered into, and may in the future enter into, financing arrangements (including offerings of asset-backed notes) in which they act as initial purchaser or serve as lender to us, our subsidiaries or affiliates, including SFC and OneMain Financial Holdings, LLC (“OMFH”), an indirect subsidiary of OMH.

Supplemental Indenture

On December 3, 2014, OMH, as guarantor, entered into an Indenture (the “Base Indenture”), with SFC, as issuer, and Wilmington Trust, National Association, as trustee (the “Trustee”), as supplemented by a Sixth Supplemental Indenture, dated as of May 11, 2018 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among SFC, OMH and the Trustee, to which OMH provided a guarantee of the Notes. The Notes were offered to a Prospectus Supplement, dated May 9, 2018, to the Prospectus, dated November 7, 2017, filed as part of SFC’s Registration Statement on Form S-3 (Registration No. 333-221391) filed with the SEC.The Notes will be guaranteed on an unsecured basis by OMH.

SFC intends to use the net proceeds from the offering of the Notes to redeem the remaining $400 million in aggregate principal amount of OMFH 7.250% Senior Notes due 2021 and for other general corporate purposes, which may include other debt repurchases and repayments.

The Notes will mature on March 15, 2026 and bear interest at a rate of 7.125% per annum, payable semiannually in arrears on March 15 and September 15 of each year, beginning on September 15, 2018. The Notes are SFC’s senior unsecured obligations and rank equally in right of payment to all of its other existing and future unsubordinated indebtedness from time to time outstanding. The Notes are guaranteed by us and will not be guaranteed by any of SFC’s subsidiaries or any other party. The Notes are effectively subordinated to all of SFC’s secured obligations to the extent of the value of the assets securing such obligations and structurally subordinated to any existing and future obligations of SFC’s subsidiaries with respect to claims against the assets of such subsidiaries.

The Notes may be redeemed at any time and from time to time, at the option of SFC, in whole or in part at a “make-whole” redemption price specified in the Indenture. The Notes will not have the benefit of any sinking fund.

The Indenture contains covenants that, among other things, limit SFC’s ability to create liens on assets and restrict SFC’s ability to consolidate, merge or sell its assets. The Indenture also provides for events of default which, if any of them occur, would permit or require the principal of and accrued interest on the Notes to become, or to be declared, due and payable.

The foregoing summary of the Base Indenture and Supplemental Indenture is qualified in its entirety by reference to the full text of the Base Indenture and Supplemental Indenture, copies of which are incorporated by reference in or filed with, as applicable, this Current Report on Form 8-K as Exhibits 4.1 and 4.2, respectively, and are incorporated herein by reference.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number

Description

Underwriting Agreement, dated May 9, 2018, among Springleaf Finance Corporation, OneMain Holdings, Inc., and Morgan Stanley & Co. LLC and RBC Capital Markets, LLC, as representatives of the several underwriters named therein.

Indenture relating to the Notes, dated as of December 3, 2014, among Springleaf Finance Corporation, OneMain Holdings, Inc. and Wilmington Trust, National Association, as trustee, as filed with the SEC on December 3, 2014 as Exhibit 4.1 to OMH’s Current Report on Form 8-K (File No. 001-36129), and incorporated herein by reference.

Sixth Supplemental Indenture relating to the Notes, dated as of May 11, 2018, among Springleaf Finance Corporation, OneMain Holdings, Inc. and Wilmington Trust, National Association, as trustee.

Form of Note due 2026 (included as part of Exhibit 4.2).

Opinion of Jack R. Erkilla,Esq.

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

Consent of Jack R. Erkilla, Esq. (included as part of Exhibit 5.1 hereto).

Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included as part of Exhibit 5.2 hereto).


OneMain Holdings, Inc. Exhibit
EX-1.1 2 s002264x5_ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 UNDERWRITING AGREEMENT May 9,…
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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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