OneMain Holdings Enters Material Definitive Agreement

TL;DR

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

AI Summary

On October 31, 2024, OneMain Holdings, Inc. entered into a material definitive agreement related to a direct financial obligation. The company, formerly known as Springleaf Holdings, Inc., is incorporated in Delaware and headquartered in Evansville, Indiana.

Why It Matters

This filing indicates a significant financial transaction or commitment by OneMain Holdings, Inc., which could impact its financial obligations and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements can introduce new financial obligations or strategic shifts that carry inherent risks.

Key Numbers

• 001-36129 — SEC File Number (Identifies the company's filing with the SEC.)
• 27-3379612 — I.R.S. Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• OneMain Holdings, Inc. (company) — Registrant
• Springleaf Holdings, Inc. (company) — Former Company Name
• October 31, 2024 (date) — Date of earliest event reported
• November 4, 2024 (date) — Date of report
• 601 N.W. Second Street, Evansville, IN 47708 (location) — Principal executive offices address

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share OMF New York Stock Exchan
• $900.0 million — ing to the issuance and sale by OMFC of $900.0 million aggregate principal amount of OMFC's 6.

Filing Documents

• ny20037887x6_8k.htm (8-K) — 28KB
• ny20037887x6_ex1-1.htm (EX-1.1) — 239KB
• ny20037887x6_ex4-2.htm (EX-4.2) — 204KB
• ny20037887x6_ex5-1.htm (EX-5.1) — 19KB
• ny20037887x6_ex5-2.htm (EX-5.2) — 38KB
• ny20037887x5ex1-1_img01.jpg (GRAPHIC) — 4KB
• ny20037887x5ex5-1_logo01.jpg (GRAPHIC) — 5KB
• 0001140361-24-045131.txt ( ) — 780KB
• omf-20241031.xsd (EX-101.SCH) — 4KB
• omf-20241031_lab.xml (EX-101.LAB) — 21KB
• omf-20241031_pre.xml (EX-101.PRE) — 16KB
• ny20037887x6_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement . Underwriting Agreement On October 31, 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 BNP Paribas Securities Corp., as representative of the several underwriters named therein (the "Underwriters"), relating to the issuance and sale by OMFC of $900.0 million aggregate principal amount of OMFC's 6.625% Senior Notes due 2029 (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 November 4, 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 use all of the net proceeds from the offering 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 affiliates, including OMFC. 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, financi

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits . (d) Exhibits Exhibit Number Description *1.1 Underwriting Agreement, dated as of October 31, 2024, among OneMain Finance Corporation, OneMain Holdings, Inc., and BNP Paribas Securities Corp., 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 Nineteenth Supplemental Indenture relating to the Notes, dated as of November 4, 2024, among OneMain Finance Corporation, OneMain Holdings, Inc. and HSBC Bank USA, National Association, as series trustee (including the form of 6.625% Senior Notes due 2029 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: November 4, 2024

View Full Filing

View this 8-K filing on SEC EDGAR