Filed pursuant to Rule 433
Issuer Free Writing Prospectus, dated June 20, 2023
Supplementing the Preliminary Prospectus Supplement, dated June 20, 2023
Registration No. 333-249937-01

$500,000,000

 

OneMain Finance Corporation
9.000% Senior Notes due 2029

This pricing supplement (this “Pricing Supplement”) is qualified in its entirety by reference to the preliminary prospectus supplement dated June 20, 2023 (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 but not defined herein shall have the meanings assigned to them in the Preliminary Prospectus Supplement.

 

$500,000,000 9.000% Senior Notes due 2029

Issuer:	OneMain Finance Corporation (the “Issuer”)
Guarantor:	OneMain Holdings Inc. (the “Guarantor”)
Aggregate Principal Amount:	$500,000,000
Title of Securities:	9.000% Senior Notes due 2029 (the “Notes”)
Maturity Date:	January 15, 2029
Offering Price:	100.000%, plus accrued interest from June 22, 2023
Coupon:	9.000%
Yield:	9.000%
Spread:	+506 basis points
Benchmark Treasury:	1.75% UST due January 31, 2029

Gross Proceeds to Issuer:	$500,000,000
Net Proceeds to Issuer After Gross Spread:	$495,000,000
Gross Spread:	1.000%
Distribution:	SEC Registered
CUSIP and ISIN Numbers:	CUSIP: 682695 AA9 ISIN: US682695AA94

Denominations:	$2,000 and integral multiples of $1,000
Interest Payment Dates:	January 15 and July 15
First Interest Payment Date:	January 15, 2024
Record Dates:	January 1 and July 1

Optional Redemption:	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.
	On and after July 15, 2025, the Issuer may redeem, at its option, all or, from time to time, part of the Notes, upon not less than 30 nor more than 60 days’ prior notice (with a copy to the Series Trustee), at the applicable redemption price set forth below (expressed as a percentage of the principal amount of Notes to be redeemed), plus accrued and unpaid interest on the Notes, if any, to, but excluding, the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period beginning on July 15 of each of the years indicated below:
	Year	Percentage
	2025	104.500%
	2026	102.250%
	2027 and thereafter	100.000%

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In addition, prior to July 15, 2025, the Issuer may redeem, at its option, all or, from time to time, part of the Notes, upon not less than 30 nor more than 60 days’ prior notice (with a copy to the Series 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).

 “Applicable Premium” means, with respect to any Note on any date of redemption, the greater of (a) 1.0% of the principal amount of the Note; and (b) the excess, if any, as determined by the Issuer, of (1) the present value at such redemption date of (x) the redemption price of the Note at July 15, 2025 (such redemption price being set forth in the table above), plus (y) all required interest payments due on the Note through July 15, 2025 (excluding accrued but unpaid interest to the date of redemption), 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 (2) 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, 2025; provided, however, that if the period from the redemption date to July 15, 2025 of such 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:	Barclays Capital Inc. SG Americas Securities, LLC BNP Paribas Securities Corp. Citigroup Global Markets Inc. Citizens Capital Markets, Inc. Goldman Sachs & Co. LLC HSBC Securities (USA) Inc. Mizuho Securities USA LLC NatWest Markets Securities Inc. RBC Capital Markets, LLC Regions Securities LLC TD Securities (USA) LLC Truist Securities, Inc.
Co-Managers:	Deutsche Bank Securities Inc. Natixis Securities Americas LLC Siebert Williams Shank & Co., LLC
Trade Date:	June 20, 2023
Settlement Date:	June 22, 2023 (T+2).
Ratings*:	Ba2 (Moody’s) / BB (S&P) / BB+ (Kroll)

*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.

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 Barclays Capital Inc. at c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, by telephone: (888) 603-5847 or email: barclaysprospectus@broadridge.com; and SG Americas Securities, LLC, at 245 Park Avenue, 4th Floor, New York, New York 10167, Attn: Syndicate Desk, by telephone: (855) 851-2108 or email: us-glfi-syncap@sgcib.com.

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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