OneMain Holdings Enters Material Definitive Agreement

TL;DR

OMN signed a big deal, likely involving debt or financing.

AI Summary

On May 22, 2024, OneMain Holdings, Inc. entered into a material definitive agreement related to a direct financial obligation. The filing does not specify the counterparty or the exact nature of the financial obligation, but it is classified under "Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant."

Why It Matters

This filing indicates a significant financial commitment or obligation for OneMain Holdings, Inc., which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The nature of the financial obligation is not fully disclosed, creating uncertainty about its potential impact.

Key Players & Entities

• OneMain Holdings, Inc. (company) — Registrant
• May 22, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share OMF New York Stock Exchan
• $750.0 million — nc. ("OMH," "we," "us" or "our") issued $750.0 million aggregate principal amount of OMFC's 7.

Filing Documents

• ef20029627_8k.htm (8-K) — 41KB
• ef20029627_ex4-2.htm (EX-4.2) — 228KB
• ef20029627_ex5-1.htm (EX-5.1) — 22KB
• ef20029627_ex5-2.htm (EX-5.2) — 42KB
• image00002.jpg (GRAPHIC) — 19KB
• 0001140361-24-027180.txt ( ) — 551KB
• omf-20240522.xsd (EX-101.SCH) — 4KB
• omf-20240522_lab.xml (EX-101.LAB) — 21KB
• omf-20240522_pre.xml (EX-101.PRE) — 16KB
• ef20029627_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement . On May 22, 2024, OneMain Finance Corporation ("OMFC"), a direct subsidiary of OneMain Holdings, Inc. ("OMH," "we," "us" or "our") issued $750.0 million aggregate principal amount of OMFC's 7.500% Senior Notes due 2031 (the "Notes") under an Indenture, dated as of December 3, 2014 (the "Base Indenture"), among OMFC, as issuer, OMH, as guarantor, and Wilmington Trust, National Association, as trustee, as amended and supplemented by a Seventeenth Supplemental Indenture, dated as of May 22, 2024 (the "Supplemental Indenture" and, together with the Base Indenture, the "Indenture"), among OMFC, OMH and HSBC Bank USA, National Association, as series trustee (the "Trustee"), pursuant to which OMH provided a guarantee of the Notes. The Notes were offered and sold in an underwritten public offering made pursuant to a Prospectus Supplement, dated May 8, 2024, to the Prospectus, dated October 13, 2023, filed as part of OMFC's and OMH's joint Registration Statement on Form S3 (Registration No. 333-274956) filed with the Securities and Exchange Commission (the "SEC"). The Notes are guaranteed on an unsecured basis by OMH. The Notes will mature on 2031 and bear interest at a rate of 7.500% per annum, payable semiannually in arrears on May 15 and November 15 of each year, beginning on November 15, 2024. The Notes are OMFC'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 OMH and will not be guaranteed by any of OMFC's subsidiaries, including OneMain Financial Holdings, LLC, or any other party. The Notes are effectively subordinated to all of OMFC's secured obligations to the extent of the value of the assets securing such obligations, structurally subordinated to all existing and future liabilities of our subsidiaries (other than OMFC), and rank senior in right of payment to all

03

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 8K is hereby incorporated by reference into this Item 2.03.

Financial Statements and Exhibits

Financial Statements and Exhibits . (d) Exhibits Exhibit Number Description 4.1 Indenture relating to the Notes, dated as of December 3, 2014, among OneMain 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. *4.2 Seventeenth Supplemental Indenture relating to the Notes, dated as of May 22, 2024, among OneMain Finance Corporation, OneMain Holdings, Inc. and HSBC Bank USA, National Association, as series trustee (including the form of the 7.500% Senior Notes due 2031 included therein as Exhibit A). *5.1 Opinion of Jeffrey M. Gershon. *5.2 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP. *23.1 Consent of Jeffrey M. Gershon (included as part of Exhibit 5.1 hereto). *23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included as part of Exhibit 5.2 hereto). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Filed herewith.

Signatures

Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ONEMAIN HOLDINGS, INC. By: /s/ Jeannette E. Osterhout Name: Jeannette E. Osterhout Title: Executive Vice President and Chief Financial Officer Date: May 22, 2024

View Full Filing

View this 8-K filing on SEC EDGAR