UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of earliest event reported): May
10, 2024 (
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Item 1.01. Entry into a Material Definitive Agreement.
On May 8, 2024, OneMain Holdings, Inc. (“OMH,” “we,” “us” or “our”), as a guarantor, entered into an underwriting agreement (the “Underwriting Agreement”) with OneMain Finance Corporation, a direct subsidiary of OMH (“OMFC”), as the issuer, and RBC Capital Markets, LLC, as representative of the several underwriters named therein (the “Underwriters”), relating to the issuance and sale by OMFC of $750.0 million aggregate principal amount of OMFC’s 7.500% Senior Notes due 2031 (the “Notes”) in an underwritten public offering made pursuant to a registration statement and related prospectus supplement filed with the Securities and Exchange Commission (the “SEC”). The offering is expected to close on May 22, 2024, subject to satisfaction of customary closing conditions.
The Underwriting Agreement includes customary representations, warranties and covenants by each of OMFC and OMH. It also provides for customary indemnification by each of OMFC, 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 the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
OMFC intends to use all of the net proceeds from the offering to redeem a portion of its outstanding 6.875% Senior Notes due 2025. This Current Report on Form 8-K is not a notice of redemption or a solicitation of an offer for the 6.875% Senior Notes due 2025.
Certain 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 our affiliates, including OMFC. 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 (including offerings of asset-backed notes) in which they act as initial purchaser or serve as lender to us, our subsidiaries or our affiliates, including OMFC.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number |
Description | |
*1.1 | Underwriting Agreement, dated as of May 8, 2024, among OneMain Finance Corporation, OneMain Holdings, Inc., and RBC Capital Markets, LLC, as representative of the several underwriters named therein. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Filed herewith.
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.
ONEMAIN HOLDINGS, INC. | ||
By: | /s/ Jeannette E. Osterhout | |
Name: | Jeannette E. Osterhout | |
Title: | Executive Vice President and Chief Financial Officer |
Date: May 10, 2024