Item 1.01
Entry into a Material Definitive Agreement.
Underwriting Agreement
On May 24, 2017, OneMain Holdings, Inc. (OMH, we, us or our), as a guarantor, entered into an underwriting agreement (the Underwriting Agreement) with Springleaf Finance Corporation, an indirect subsidiary of OMH (SFC), as the issuer, and Barclays Capital Inc., as representative of the several underwriters named therein (the Underwriters), relating to the issuance and sale by SFC of $500 million aggregate principal amount of SFCs 6.125% Senior Notes due 2022 (the Additional Notes) in an add-on public offering made pursuant to a registration statement and related prospectus supplement filed with the Securities and Exchange Commission (the SEC). As further described below, the offering closed on May 30, 2017.
The Underwriting Agreement includes customary representations, warranties and covenants by each of SFC and OMH. It also provides for customary indemnification by each of SFC, 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 Exhibit 1.1 to this Current Report on Form 8-K which is incorporated herein by reference.
Some 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 affiliates, including SFC. 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, financing arrangements in which they serve as lender to us, our subsidiaries or affiliates, including SFC.
Supplemental Indenture
On December 3, 2014, OMH, as guarantor, entered into an Indenture (the Base Indenture), with SFC, as issuer, and Wilmington Trust, National Association, as trustee (the Trustee), as supplemented by a Third Supplemental Indenture, dated as of May 15, 2017 (the Supplemental Indenture and, together with the Base Indenture, the Indenture), among SFC, OMH and the Trustee, pursuant to which OMH provided a guarantee of the Additional Notes. The Additional Notes were offered pursuant to a Prospectus Supplement, dated May 24, 2017, to the Prospectus, dated November 20, 2014, filed as part of SFCs Registration Statement on Form S-3 (Registration No. 333-200408) filed with the SEC. The Additional Notes will be guaranteed on an unsecured basis by OMH.
The Additional Notes were issued as an add-on to SFCs existing $500 million aggregate principal amount of 6.125% Senior Notes due 2022 that SFC issued in a registered notes offering on May 15, 2017 (the Existing Notes). The Additional Notes and the Existing Notes will be treated as a single class of debt securities and will have the same CUSIP number and the same terms, other than the issue date and the issue price.
SFC used a portion of the net proceeds from the sale of the Additional Notes to repurchase approximately $466 million aggregate principal amount of SFCs 6.90% Medium-Term Notes, Series J due December 2017 (the 2017 Notes) at a premium to principal amount from certain beneficial holders of the 2017 Notes (the Repurchase). Certain beneficial owners of the 2017 Notes agreed to purchase in the offering of the Additional Notes $500 million aggregate principal amount of the Additional Notes. SFC intends to use the remainder of such net proceeds for general corporate purposes, which may include additional debt repurchases and repayments.
The Additional Notes will mature on May 15, 2022 and bear interest at a rate of 6.125% per annum, payable semiannually in arrears on May 15 and November 15 of each year, beginning on November 15, 2017. The Additional Notes are SFCs senior unsecured obligations and rank equally in right of payment to all of its other existing and future unsubordinated indebtedness from time to time outstanding.
The Additional Notes are guaranteed by us and will not be guaranteed by any of SFCs subsidiaries or any other party. The Additional Notes are effectively subordinated to all of SFCs secured obligations to the extent of the value of the assets securing such obligations and structurally subordinated to any existing and future obligations of SFCs subsidiaries with respect to claims against the assets of such subsidiaries.
The Additional Notes may be redeemed at any time and from time to time, at the option of SFC, in whole or in part at a make-whole redemption price specified in the Indenture. The Additional Notes will not have the benefit of any sinking fund.
2
The Indenture contains covenants that, among other things, limit SFCs ability to create liens on assets and restrict SFCs ability to consolidate, merge or sell its assets. The Indenture also provides for events of default which, if any of them occur, would permit or require the principal of and accrued interest on the Additional Notes to become, or to be declared, due and payable.
The foregoing summary of the Base Indenture and Supplemental Indenture is qualified in its entirety by reference to the full text of the Base Indenture and Supplemental Indenture, copies of which are incorporated by reference in this Current Report on Form 8-K as Exhibits 4.1 and 4.2, respectively, and 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.
|
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
Exhibit
|
|
|
Number
|
|
Description
|
*1.1
|
|
Underwriting Agreement, dated May 24, 2017, among Springleaf Finance Corporation, OneMain Holdings, Inc., and Barclays Capital Inc., as representative of the several underwriters named therein.
|
4.1
|
|
Indenture relating to the Additional Notes, dated as of December 3, 2014, among Springleaf 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 OMHs Current Report on Form 8-K (File No. 001-36129), and incorporated herein by reference.
|
4.2
|
|
Third Supplemental Indenture relating to the Additional Notes, dated as of May 15, 2017, among Springleaf Finance Corporation, OneMain Holdings, Inc. and Wilmington Trust, National Association, as trustee, as filed with the SEC on May 15, 2017 as Exhibit 4.2 to OMHs Current Report on Form 8-K (File No. 001-36128), and incorporated herein by reference.
|
4.3
|
|
Form of Additional Note due 2022 (included as part of Exhibit 4.2).
|
*5.1
|
|
Opinion of Jack R. Erkilla, Esq.
|
*5.2
|
|
Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
|
*23.1
|
|
Consent of Jack R. Erkilla, Esq. (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).
|
*
Filed herewith.
3