OneMain Holdings Reports Material Definitive Agreement

TL;DR

OMN filed an 8-K for a new material definitive agreement, likely a financial obligation.

AI Summary

On August 14, 2024, OneMain Holdings, Inc. entered into a Material Definitive Agreement related to a financial obligation. The company, formerly known as Springleaf Holdings, Inc., filed an 8-K report on August 19, 2024, detailing this event. The filing indicates a direct financial obligation or an off-balance sheet arrangement for the registrant.

Why It Matters

This filing signals a new financial commitment or arrangement for OneMain Holdings, which could impact its financial obligations and future operations.

Risk Assessment

Risk Level: medium — Material definitive agreements, especially those involving financial obligations, can introduce new risks or alter existing ones for a company.

Key Players & Entities

• OneMain Holdings, Inc. (company) — Registrant
• August 14, 2024 (date) — Date of earliest event reported
• August 19, 2024 (date) — Date of report
• Springleaf Holdings, Inc. (company) — Former company name

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share OMF New York Stock Exchan
• $750.0 million — ing to the issuance and sale by OMFC of $750.0 million aggregate principal amount of OMFC's 7.
• $750.0 million — enture On August 19, 2024, OMFC issued $750.0 million aggregate principal amount of the Notes

Filing Documents

• ny20033926x6_8k.htm (8-K) — 40KB
• ny20033926x6_ex1-1.htm (EX-1.1) — 246KB
• ny20033926x6_ex4-2.htm (EX-4.2) — 170KB
• ny20033926x6_ex5-1.htm (EX-5.1) — 17KB
• ny20033926x6_ex5-2.htm (EX-5.2) — 31KB
• ny20033926x6_ex1-1img01.jpg (GRAPHIC) — 378KB
• ny20033926x6_img01.jpg (GRAPHIC) — 19KB
• 0001140361-24-037814.txt ( ) — 1290KB
• omf-20240814.xsd (EX-101.SCH) — 4KB
• omf-20240814_lab.xml (EX-101.LAB) — 21KB
• omf-20240814_pre.xml (EX-101.PRE) — 16KB
• ny20033926x6_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement . Underwriting Agreement On August 14, 2024, OneMain Holdings, Inc. ("OMH," "we," "us" or "our"), as a guarantor, entered into an underwriting agreement (the "Underwriting Agreement") with OneMain Finance Corporation, a direct subsidiary of OMH ("OMFC"), as the issuer, and Barclays Capital Inc., as representative of the several underwriters named therein (the "Underwriters"), relating to the issuance and sale by OMFC of $750.0 million aggregate principal amount of OMFC's 7.125% Senior Notes due 2031 (the "Notes") in an underwritten public offering made pursuant to a registration statement and related prospectus supplement filed with the Securities and Exchange Commission (the "SEC"). The offering closed on August 19, 2024. The Underwriting Agreement includes customary representations, warranties and covenants by each of OMFC and OMH. It also provides for customary indemnification by each of OMFC, 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 the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. OMFC intends to allocate an amount equivalent to the net proceeds from the offering to finance or refinance, in part or in full, a portfolio of new or existing loans that meet the eligibility criteria of OneMain Financial's Social Bond Framework. Pending such allocation, OMFC intends to use such net proceeds for general corporate purposes, which may include debt repurchases or repayments. Certain 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 our

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits . (d) Exhibits Exhibit Number Description *1.1 Underwriting Agreement, dated as of August 14, 2024, among OneMain Finance Corporation, OneMain Holdings, Inc., and Barclays Capital Inc., as representative of the several underwriters named therein. 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 Eighteenth Supplemental Indenture relating to the Notes, dated as of August 19, 2024, among OneMain Finance Corporation, OneMain Holdings, Inc. and HSBC Bank USA, National Association, as series trustee (including the form of the 7.125% 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: August 19, 2024

View Full Filing

View this 8-K filing on SEC EDGAR