Issuer Free Writing Prospectus, dated May 7, 2019
Supplementing the Preliminary Prospectus Supplement, dated May 7, 2019
Registration No. 333-221391
$800,000,000
6.625% Senior Notes due 2028
This Pricing Supplement is qualified in its entirety by reference to the preliminary prospectus supplement dated May 7, 2019
(the “Preliminary Prospectus Supplement”).
The information in this Pricing Supplement supplements the Preliminary Prospectus Supplement and supersedes the information
in the Preliminary Prospectus Supplement to the extent inconsistent with the information in the Preliminary Prospectus Supplement. Terms used herein but not defined shall have the meanings assigned to them in the Preliminary Prospectus Supplement.
Change in Size of Offering
The total offering size has been increased from $500 million to $800 million, which represents an increase of $300 million
from the amount reflected in the Preliminary Prospectus Supplement. See “Changes to the Preliminary Prospectus Supplement” below.
$800,000,000 6.625% Senior Notes due 2028
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Issuer:
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Springleaf Finance Corporation
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Aggregate Principal Amount:
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$800,000,000
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Title of Securities:
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6.625% Senior Notes due 2028 (the “Notes”)
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Maturity Date:
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January 15, 2028
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Offering Price:
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100.000%, plus accrued interest from May 9, 2019
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Coupon:
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6.625%
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Yield:
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6.625%
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Spread:
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421 basis points
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Benchmark Treasury:
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2.750% UST due February 15, 2028
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Gross Proceeds to Issuer:
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$800,000,000
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Net Proceeds to Issuer After Gross Spread:
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$790,000,000
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Gross Spread:
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1.250%
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Distribution:
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SEC Registered
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CUSIP and ISIN Numbers:
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CUSIP: 85172F AQ2
ISIN: US85172FAQ28
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Denominations:
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$2,000 and integral multiples of $1,000
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Interest Payment Dates:
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July 15 and January 15
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First Interest Payment Date:
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January 15, 2020
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Record Dates:
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July 1 and January 1
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Optional Redemption:
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Except as set forth in the next two succeeding paragraphs, the Notes are not subject to redemption prior to the
Stated Maturity, and there is no sinking fund for the Notes.
At any time or from time to time prior to July 15, 2027 (six months prior to the Stated Maturity of the Notes), the
Issuer may redeem, at its option, all or part of the Notes upon not less than 30 nor more than 60 days’ prior notice (with a copy to the Trustee) at a redemption price equal to the sum of (i) 100% of the principal amount thereof, plus (ii)
the Applicable Premium as of the date of redemption, plus (iii) accrued and unpaid interest on the Notes, if any, to, but excluding, the date of redemption (subject to the right of holders of record on the relevant record date to receive
interest due on the relevant interest payment date).
In addition, at any time on or after July 15, 2027 (six months prior to the Stated Maturity of the Notes), the Issuer
may redeem, at its option, all or part of the Notes upon not less than 30 nor more than 60 days’ prior notice (with a copy to the Trustee) at a redemption price equal to the sum of (i) 100% of the principal amount thereof, plus (ii) accrued
and unpaid interest on the Notes, if any, to, but excluding, the date of redemption (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).
“Applicable Premium” means, with respect to any Note on any date of redemption, the excess, if any, as determined by the Issuer, of (a) the sum of the present values of
the remaining scheduled payments of principal and interest on the Note (excluding accrued but unpaid interest to the date of redemption) through July 15, 2027 (six months prior to the Stated Maturity of the Notes), discounted to the date of
redemption on a semi-annual basis using a discount rate equal to the Treasury Rate as of such date of redemption plus 50 basis points; over (b) the principal amount of the Note.
“Treasury Rate”
means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that
has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the
redemption date to July 15, 2027 (six months prior to the Stated Maturity of the Notes); provided, however, that if the period from the redemption date to July 15, 2027 (six months prior to the Stated Maturity of the Notes) is less than one
year, the weekly average yield on actively traded United States Treasury securities adjusted to a constant maturity of one year will be used.
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Joint Book-Running Managers:
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Morgan Stanley & Co. LLC
RBC Capital Markets, LLC
Barclays Capital Inc.
Citigroup Global Markets Inc.
Goldman Sachs & Co. LLC
SG Americas Securities, LLC
Citizens Capital Markets, Inc.
Credit Suisse Securities (USA) LLC
Deutsche Bank Securities Inc.
NatWest Markets Securities Inc.
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Co-Managers:
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Natixis Securities Americas LLC
BNP Paribas Securities Corp.
R. Seelaus & Co., LLC
The Williams Capital Group, L.P.
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Trade Date:
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May 7, 2019
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Settlement Date:
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May 9, 2019 (T+2).
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Ratings1:
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Ba3 (Moody’s) / BB- (S&P) / BB+ (Kroll)
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Changes to the Preliminary Prospectus Supplement
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Offering Size and Use of Proceeds:
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The total offering size has been increased from $500 million to $800 million, which represents an increase of $300
million from the amount reflected in the Preliminary Prospectus Supplement. The Issuer intends to use the net proceeds from this offering for general corporate purposes, which may include debt repurchases and repayments.
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A securities rating is not a recommendation to buy, sell or hold securities and may be subject to
revision, suspension or withdrawal at any time. Each credit rating should be evaluated independently of any other credit rating.
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2
Other information (including financial information) presented in the Preliminary Prospectus Supplement is
deemed to have changed to the extent affected by the changes described herein.
The Issuer has filed a registration statement (including a prospectus and related Preliminary Prospectus
Supplement for the offering) with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the Preliminary Prospectus Supplement, the accompanying prospectus in
that registration statement and the other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov.
Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by contacting Morgan Stanley & Co. LLC at (866) 718-1649 or prospectus@morganstanley.com, or RBC
Capital Markets, LLC at (877) 280-1299.
This communication should be read in conjunction with the Preliminary Prospectus Supplement and the
accompanying prospectus. The information in this communication supersedes the information in the Preliminary Prospectus Supplement and the accompanying prospectus to the extent it is inconsistent with the information in such Preliminary Prospectus
Supplement or the accompanying prospectus.
Any disclaimers or other notices that may appear below are not applicable to this communication and should
be disregarded. Such disclaimers or other notices were automatically generated as a result of this communication being sent via Bloomberg email or another communication system.
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