SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of earliest event
reported): June 22, 2023 (June 22, 2023)
ONEMAIN FINANCE CORPORATION
(Exact name of registrant as specified in its charter)
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Indiana
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1-06155
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35-0416090
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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601 N.W. Second Street, Evansville, Indiana 47708
(Address of principal executive offices)(Zip Code)
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(812) 424-8031
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8‑K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
☐ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Sec.230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Sec.240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Item 1.01. Entry
into a Material Definitive Agreement.
Supplemental Indenture
On June 22, 2023, OneMain Finance Corporation (“OMFC,” “we,” “us” or “our”), a direct subsidiary of OneMain Holdings, Inc. (“OMH”), issued $500.0 million
aggregate principal amount of its 9.000% Senior Notes due 2029 (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 Fifteenth Supplemental Indenture, dated as of June 22, 2023 (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, dated
November 6, 2020, and a Prospectus Supplement, dated June 20, 2023, filed as part of OMFC’s and OMH’s joint Registration Statement on Form S-3 (Registration No. 333-249937) filed with the Securities and Exchange Commission (the “SEC”). The Notes are
guaranteed on an unsecured basis by OMH.
The Notes will mature on January 15, 2029 and bear interest at a rate of 9.000% per annum, payable semiannually in arrears on January 15 and July 15 of
each year, beginning on January, 2024. The Notes are our senior unsecured obligations and rank equally in right of payment to all of our other existing and future unsubordinated indebtedness from time to time outstanding. The Notes are guaranteed by
our direct parent company, OMH, and will not be guaranteed by any of our subsidiaries, including OneMain Financial Holdings, LLC, or any other party. The Notes are effectively subordinated to all of our 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 (including OneMain Financial Holdings, LLC), and rank senior in right of payment to all existing and future subordinated
indebtedness of OMFC.
The Notes may be redeemed, in whole or in part, at OMFC’s option, at any time or from time to time (i) prior to July 15, 2025, at a “make-whole” redemption
price specified in the Indenture, and (ii) on and after July 15, 2025, at the applicable redemption price set forth below (expressed as a percentage of the principal amount of the Notes to be redeemed), if redeemed during the 12-month period
beginning on July 15 of each of the years indicated below, in each case plus accrued and unpaid interest on such principal amount to, but not including, the applicable redemption date.
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2025
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104.500%
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2026
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102.250%
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2027 and thereafter
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100.000%
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The Indenture contains covenants that, among other things, limit OMFC’s ability to create liens on assets and restrict OMFC’s ability to consolidate, merge
or sell its assets. The Indenture also provides for customary events of default (subject in certain cases to customary grace and cure periods), which include nonpayment, breach of covenants in the Indenture and certain events of bankruptcy and
insolvency. Generally, if an event of default occurs, the Trustee or holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount of all the Notes to be due and payable immediately. The Notes
will not have the benefit of any sinking fund.
The foregoing description of the Indenture and the Notes does not purport to be complete and is qualified in its entirety by reference to the full text of
the Base Indenture and Supplemental Indenture (and form of 9.000% Senior Notes due 2029 included therein as Exhibit A), copies of which are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by
reference. In connection with the issuance of the Notes, Jeffrey M. Gershon, Associate General Counsel of OMFC, and Skadden, Arps, Slate, Meagher & Flom LLP provided OMFC with the legal opinions filed as Exhibits 5.1 and 5.2, respectively, to
this Current Report on Form 8-K, which are incorporated herein by reference.
| Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The disclosure provided in Item 1.01 of this Current Report on Form 8‑K is hereby incorporated by reference into this Item 2.03.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits
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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 OMFC’s Current Report on Form 8-K (File No. 001-06155), and incorporated herein by reference.
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Fifteenth Supplemental Indenture relating to the Notes, dated as of June 22, 2023
among OneMain Finance Corporation, OneMain Holdings, Inc. and HSBC Bank USA, National Association, as series trustee (including the form of 9.000% Senior Notes due 2029 included therein as Exhibit A).
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Opinion of Jeffrey M. Gershon.
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Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
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Consent of Jeffrey M. Gershon (included as part of Exhibit 5.1 hereto).
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Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included as part of Exhibit 5.2 hereto).
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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.
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ONEMAIN FINANCE CORPORATION |
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By:
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/s/ Matthew W. Vaughan |
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Name: |
Matthew W. Vaughan |
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Title: |
Vice President – Senior Managing Director and Chief Financial Officer |
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| Date: June 22, 2023 |
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