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

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

Underwriting Agreement

On November7, 2017, 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 10,000,000 shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), plus an option for the Underwriter to purchase up to an additional 1,500,000 shares of Common Stock within 30 days after the date of the Underwriting Agreement.

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 Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities. The transaction contemplated by the Underwriting Agreement is expected to close on November10, 2017.

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 Exhibit1.1 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 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number

Description

1.1

Underwriting Agreement, dated November7, 2017, among OneMain Holdings,Inc., Springleaf Financial Holdings, LLC and Morgan Stanley& Co. LLC

5.1

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

23.1

Consent of Skadden, Arps, Slate, Meagher& Flom LLP (included in Exhibit5.1)


OneMain Holdings, Inc. Exhibit
EX-1.1 2 a17-25087_2ex1d1.htm EX-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.