Amended Tender Offer Statement by Third Party (sc To-t/a)
June 14 2017 - 12:44PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
TO/A
Amendment
No. 11
Tender
Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
ONEMAIN
HOLDINGS, INC.
(Name
of Subject Company)
IEG
HOLDINGS CORPORATION
(Offeror
and Issuer)
(Names
of Filing Persons (identifying status as offeror, issuer or other person)
Common
Stock, $0.01 par value per share
(Title
of Class of Securities)
85172J101
(CUSIP
Number of Class of Securities)
Paul
Mathieson
President
and Chief Executive Officer
IEG
Holdings Corporation
6160
West Tropicana Ave., Suite E-13
Las
Vegas, NV 89103
(702)
227-5626
(Name,
address, and telephone numbers of person authorized to receive notices and communications
on
behalf of filing persons)
with
copies to:
Laura
Anthony, Esq.
Legal
& Compliance, LLC
330
Clematis Street, Suite 217
West
Palm Beach, FL 33401
CALCULATION
OF FILING FEE
Transaction Valuation*
|
|
Amount of Filing Fee
|
|
|
$506,079,225.00
|
|
|
$65,536.72
|
|
*
|
Estimated
solely for the purpose of calculating the registration fee. The market value of securities to be received was calculated as
the product of (i) 134,954,460 shares of IEG Holdings Corporation common stock to be issued if 6,747,723 OneMain Holdings,
Inc. shares are tendered and (ii) the last sale price of IEG Holdings Corporation’s common stock of $4.19 per share
on June 13, 2017.
|
|
|
[X]
|
Check
the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting
fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date
of its filing.
|
|
Amount
Previously Paid:
|
$65,536.72
|
|
Form
or Registration No.:
|
Form
S-4
|
|
Filing
Party:
|
IEG
Holdings Corporation
|
|
Date
Filed:
|
January
5, 2017
|
[ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check
the appropriate boxes below to designate any transactions to which the statement relates:
[X]
third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check
the following box if the filing is a final amendment reporting the results of the tender offer: [ ]
If
applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
[ ] Rule 133-4(i) (Cross-Border Issuer Tender Offer)
[ ] Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
EXPLANATORY
NOTE
This
Amendment No. 11 to Schedule TO amends and supplements the Tender Offer Statement on Schedule TO, originally filed with the Securities
and Exchange Commission (the “SEC”) on January 5, 2017 by IEG Holdings Corporation, a Florida corporation (“IEG
Holdings”), as amended (the “Schedule TO”), relating to the offer (the “Offer”) by IEG Holdings
to exchange 20 shares of IEG Holdings common stock for each share of common stock, $0.01 par value per share, of OneMain Holdings,
Inc. (“OneMain”), a Delaware corporation, up to an aggregate of 6,747,723 shares of OneMain common stock, representing
approximately 4.99% of OneMain’s outstanding shares of common stock as of May 1, 2017. IEG Holdings initially filed with
the SEC a Registration Statement on Form S-4 on January 5, 2017, relating to the offer and sale of shares of IEG Holdings common
stock to be issued to holders of OneMain shares in the Offer, and the Registration Statement on Form S-4 was declared effective
by the SEC on May 19, 2017 (the “Registration Statement”). The terms and conditions of the Offer are set forth in
the Prospectus/Offer to Exchange, which is a part of the Registration Statement (the “Prospectus”), and the related
letter of transmittal (the “Letter of Transmittal”), which were filed as exhibits to the Schedule TO. Pursuant to
General Instruction F to Schedule TO, the information contained in the Prospectus and the Letter of Transmittal, including any
prospectus supplement or other supplement thereto related to the Offer hereafter filed with the SEC by IEG Holdings, is hereby
expressly incorporated into this Schedule TO by reference in response to Items 1 through 11 of the Schedule TO and is supplemented
by the information specifically provided for in this Schedule TO.
Amendment
to the Schedule TO
Items
1 through 11.
All
information contained in the Offer to Exchange and the related Letter of Transmittal, and any prospectus supplement or other supplement
thereto related to the Offer, is expressly incorporated herein by reference with respect to Items 1-11 of the Schedule TO, except
that such information is hereby amended and supplemented to the extent specifically provided herein.
Item
12. Exhibits.
Item
12 of the Schedule TO is amended and supplemented by adding the following:
Exhibit
No.
|
|
Description
|
99(a)(8)
|
|
Press
Release of IEG Holdings Corporation dated June 14, 2017.
|
Item
13. Information Required by Schedule 13E-3.
Not
applicable.
SIGNATURE
After
due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
|
IEG
HOLDINGS CORPORATION
|
|
|
|
|
By:
|
/s/
Paul Mathieson
|
|
Name:
|
Paul
Mathieson
|
|
Title:
|
President
and Chief Executive Officer
|
|
Date:
|
June
14, 2017
|
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