8-K

UNITED STATES

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): November 17, 2015 (November 12, 2015)

Springleaf Finance Corporation

(Exact name of registrant as specified in its charter)

Indiana	001-06155	35-0416090
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
601 N.W. Second Street, Evansville, Indiana 47708
(Address of principal executive offices) (Zip Code)
(812) 424-8031
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Introductory Note

On November 15, 2015, OneMain Holdings, Inc. (formerly, Springleaf Holdings, Inc.) (“OMH”), the indirect parent company of Springleaf Finance Corporation (the “Company”), through a wholly-owned subsidiary, Independence Holdings, LLC (“Independence”), completed its previously announced acquisition (the “OneMain Acquisition”) of OneMain Financial Holdings, LLC (the successor to OneMain Financial Holdings, Inc.) (“OneMain”) from CitiFinancial Credit Company (the “Seller”) pursuant to the terms of the Stock Purchase Agreement, dated as of March 2, 2015 (the “Stock Purchase Agreement”), by and between OMH and Seller.

Item 1.01 Entry into a Material Definitive Agreement.

Independence Demand Note

On November 12, 2015, in connection with the closing of the OneMain Acquisition, the Company’s wholly-owned subsidiary, Springleaf Financial Cash Services, Inc. (“CSI”), entered into a revolving demand note (the “Independence Demand Note”) with Independence, pursuant to which CSI agreed to make advances to Independence from time to time in an aggregate amount outstanding from time to time not to exceed $3.55 billion. Interest on the unpaid principal amount of advances made under the Independence Demand Note is payable monthly at the applicable rate set forth in the Independence Demand Note. The applicable rate during any given quarter during the term of the Independence Demand Note is equal to CSI’s cost of funds (determined in accordance with methods established by CSI from time to time) for the month immediately preceding such quarter.

All principal and interest outstanding under the Independence Demand Note matures on December 31, 2019. In addition, CSI may demand payment of principal and interest under the Independence Demand Note at any time prior to December 31, 2019. Independence may repay part or all of any advance and interest thereon at any time without premium or penalty.

Under the Independence Demand Note, Independence is required to use the proceeds of any advance either (a) to fund a portion of the purchase price payable to Seller pursuant to the Stock Purchase Agreement as consideration for the OneMain Acquisition or (b) for general corporate purposes. Independence made a borrowing of the full available amount under the Independence Demand Note on November 12, 2015 for the purpose set forth in (a) above.

The foregoing description of the Independence Demand Note is qualified in its entirety by the express terms thereof. A copy of the Intercompany Demand Note is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 8.01 Other Events.

Purchase and Sale Agreement

On November 12, 2015, certain subsidiaries of the Company (the “Branch Sellers”) entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with OMH and Lendmark Financial Services, LLC (“Buyer”) in connection with and subject to the closing of the OneMain Acquisition. Under the terms and conditions of the Purchase Agreement, Buyer has agreed to (i) purchase 127 branches (the “Branches”) from the Branch Sellers, together with certain loans issued to Branch customers, the fixed non-information technology assets located at any such Branch and certain other Branch assets, and (ii) assume certain Branch liabilities (including the Branch Sellers’ obligations under certain Branch store leases) ((i) and (ii) collectively, the “Branch Sales”). The Branches are located in the states of Arizona, California, Colorado, Idaho, North Carolina, Ohio, Pennsylvania, Texas, Virginia, Washington and West Virginia. Under the Purchase Agreement, Buyer has agreed to, at or prior to the closing, offer employment, effective as of closing, to each of the employees of every purchased Branch.

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The purchase price for the Branch Sales is equal to the sum of (i) the aggregate unpaid balance as of closing of the purchased loans multiplied by 103%, plus (ii) for each interest-bearing purchased loan, an amount equal to all unpaid interest that has accrued on the unpaid balance at the applicable note rate from the most recent interest payment date through the closing, plus (iii) the sum of all prepaid charges and fees and security deposits of the Branch Sellers to the extent arising under the purchased contracts as reflected on the books and records of the Branch Sellers as of closing. As of September 30, 2015, the unpaid balance of the loans that would qualify as purchased loans under the Purchase Agreement was approximately $605,110,720. If the aggregate purchase price at closing would exceed $695,000,000, and Buyer is not able to obtain additional financing on specified terms to purchase loans above such price, then the parties will mutually agree to exclude loans from the sale in the amount necessary to reduce the purchase price to $695,000,000. The initial closing under the Purchase Agreement is expected to occur on or about April 1, 2016.

The Purchase Agreement contemplates a series of successive closings, with each closing (including the initial closing) being conditioned on the satisfaction or waiver of specified closing conditions, including (i) Buyer’s receipt of approvals from certain state regulatory authorities governing consumer lending required for Buyer’s purchase of the Branches (the “State Approvals”), (ii) OMH’s completion of certain loan servicing and administration information technology systems needed for the transition services to be provided by OMH to Buyer for operation of the Branches (the “IT System Preparation”), (iii) to the extent required under the terms of any assumed Branch store lease, the receipt of landlord consent to the assignment of such lease, and (iv) other customary closing conditions, including (a) the accuracy of each party’s representations and warranties (subject to customary materiality qualifiers), (b) each party’s performance in all material respects of its obligations under the Purchase Agreement, (c) no court order, injunction or other judgment preventing the transactions contemplated by the Purchase Agreement, and (d) the absence of any material adverse effect with respect to the purchased Branch assets and assumed Branch liabilities to be conveyed at such closing, taken as a whole. The consummation of the Branch Sales is not subject to Buyer’s receipt of financing or approval by the shareholders of any party to the Purchase Agreement.

Each party has the right to terminate the Purchase Agreement if the Branch Sales are not consummated by August 3, 2016, which shall be extended to October 3, 2016 if the IT System Preparation or Buyer’s receipt of the State Approvals is not completed (provided that no party may terminate the Purchase Agreement if such party is then in material breach of the Purchase Agreement). If the Branch Sellers terminate the Purchase Agreement because Buyer (then being required to consummate the transactions contemplated by the Purchase Agreement) fails to so consummate such transactions solely due to the fact that the debt financing is not available, then the Branch Sellers would be entitled to a reverse termination fee from Buyer of $49,000,000 (or $63,000,000 if the Purchase Agreement is terminated as a result of willful and material breach by Buyer), such termination fee to be proportionately reduced following the initial closing, based on the unpaid balance of loans at the Branches that have been acquired by Buyer, in the event the Purchase Agreement is terminated after the initial closing.

The Purchase Agreement includes customary representations, warranties, covenants and agreements, including, among other things, covenants of each Branch Seller regarding the conduct of its business prior to the closing, mutual covenants regarding the use of each party’s reasonable best efforts to cause the conditions to closing of the Branch Sales to be consummated and mutual covenants regarding the use of reasonable best efforts by the parties to obtain regulatory approvals. The parties have also agreed to indemnify each other (subject to customary limitations) for certain losses relating to the Branch Sales.

OneMain Demand Note

On November 15, 2015, in connection with the closing of the OneMain Acquisition, the Company entered into a revolving demand note (the “OneMain Demand Note”) with OneMain, pursuant to which the Company agreed to make advances to OneMain from time to time in an aggregate amount outstanding from time to time not to exceed $500 million. Interest on the unpaid principal amount of advances made under the OneMain Demand Note is payable monthly at the applicable rate set forth in the OneMain Demand Note. The applicable rate during any given quarter during the term of the Demand Note is equal to SFC’s cost of funds (determined in accordance with

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methods established by SFC’s from time to time) for the month immediately preceding such quarter.

All principal and interest outstanding under the OneMain Demand Note matures on December 31, 2024. In addition, the Company may demand payment on 5 days prior notice of principal and interest under the OneMain Demand Note. OneMain may repay part or all of any advance and interest thereon at any time without premium or penalty.

Under the OneMain Demand Note, OneMain is required to use the proceeds of any advance either (a) exclusively to finance the purchase, origination, pooling, funding or carrying of receivables by OneMain or any of its Restricted Subsidiaries (as such term is defined in the Indenture, dated December 11, 2014, relating to OneMain’s 6.75% Senior Notes due 2019 and its 7.25% Senior Notes due 2021) or (b) for general corporate purposes.

Item 9.01 Financial Statements and Exhibits.

(d)     Exhibits.

Exhibit Number	Description
10.1	Demand Note, dated as of November 12, 2015, by and between CSI and Independence

Forward-Looking Statements

This report and the exhibit hereto contain “forward‐looking statements” within the meaning of the U.S. federal securities laws. Forward‐looking statements include, without limitation, statements concerning the proposed Branch Sales and the timing of the closing thereof. These statements are based on the current expectations and beliefs of management and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements, many of which are beyond our control. The consummation of the proposed Branch Sales is subject to customary closing conditions and regulatory approvals some of which are beyond our control. Accordingly, no assurance can be given that the proposed Branch Sales will be completed on the contemplated terms or at all and you should not place undue reliance on any forward-looking statements contained in this report. Statements preceded by, followed by or that otherwise include the words “anticipate,” “appears,” “believe,” “foresee,” “intend,” “should,” “expect,” “estimate,” “project,” “plan,” “may,” “could,” “will,” “are likely” and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve predictions of our future financial condition, performance, plans and strategies, and are thus dependent on a number of factors including, without limitation, assumptions and data that may be imprecise or incorrect. Specific factors that may impact performance or other predictions of future actions include, but are not limited to: various risks relating to the proposed Branch Sales, including in respect of the satisfaction of conditions to the closing of the proposed Branch Sales; uncertainties as to the timing of the proposed Branch Sales; litigation relating to the transactions described in this report; the impact of such transactions on OMH’s, the Company’s or OneMain’s relationships with employees and third parties; changes in general economic conditions, including the interest rate environment and the financial markets; levels of unemployment and personal bankruptcies; shifts in residential real estate values; shifts in collateral values, delinquencies, or credit losses; natural or accidental events such as earthquakes, hurricanes, tornadoes, fires, or floods; war, acts of terrorism, riots, civil disruption, pandemics, or other events disrupting business or commerce; changes in the rate at which we can collect or potentially sell our finance receivables portfolio; the effectiveness of our credit risk scoring models; changes in our ability to attract and retain employees or key executives; changes in the competitive environment in which we operate; shifts in collateral values, delinquencies, or credit losses; changes in federal, state and local laws, regulations, or regulatory policies and practices; potential liability relating to real estate and personal loans which we have sold or may sell in the future, or relating to securitized loans; the effect of future sales of our remaining portfolio of real estate loans and the transfer of servicing of these loans; the costs and effects of any litigation or governmental inquiries or investigations; our continued ability to access the capital markets or the sufficiency of our

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current sources of funds to satisfy our cash flow requirements; our ability to comply with our debt covenants; our ability to generate sufficient cash to service all of our indebtedness; our substantial indebtedness, which could prevent us from meeting our obligations under our debt instruments and limit our ability to react to changes in the economy or our industry, or our ability to incur additional borrowings; the potential for downgrade of our debt by rating agencies; and other risks described in the “Risk Factors” section of OMH’s and the Company’s 2014 Annual Reports on Form 10-K each filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2015 and OMH’s and the Company’s other SEC filings, including OMH’s Form 10-Q for the period ended March 31, 2015, filed with the SEC prior to the date hereof. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. We caution you not to place undue reliance on these forward-looking statements that speak only as of the date they were made. We do not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this presentation or to reflect the occurrence of unanticipated events. You should not rely on forward-looking statements as the sole basis upon which to make any investment decision.

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Signature

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.

			SPRINGLEAF FINANCE CORPORATION
			(Registrant)
Date:	November 17, 2015	By:	/s/ Minchung (Macrina) Kgil
			Minchung (Macrina) Kgil
			Executive Vice President and Chief Financial Officer

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Exhibit Index

Exhibit Number	Description
10.1	Demand Note, dated as of November 12, 2015, by and between CSI and Independence

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EX-10.1

Exhibit 10.1

Intercompany Demand Note

This INTERCOMPANY DEMAND NOTE ("Note"), dated as of November 12, 2015, is entered into by and between Independence Holdings, LLC, a Delaware limited liability company (the "Borrower") and a wholly-owned subsidiary of Springleaf Holdings, Inc. ("Parent"), and Springleaf Financial Cash Services, Inc., a Delaware corporation (the "Lender"), in connection with Parent's proposed acquisition (the "OneMain Acquisition") of OneMain Financial Holdings, LLC ("OneMain") pursuant to a Stock Purchase Agreement, dated as of March 2, 2015 (the "Purchase Agreement"), by and between Parent and CitiFinancial Credit Company ("Seller"). Pursuant to a letter agreement to the Purchase Agreement, Parent has assigned its rights and obligations under the Purchase Agreement to Borrower.

FOR VALUE RECEIVED, the Borrower does hereby promise to pay to the order of the Lender the principal amount of each Advance (as defined below) to the Borrower, and interest thereon, as specified below.

1. Advances and Payments. The Lender, at its sole discretion, may choose to make advances to the Borrower from time to time on any business day in same-day funds ("Advance") in an aggregate amount outstanding from time to time not to exceed $3,550,000,000. The Borrower may borrow, repay and reborrow under this Note; provided, however, that no Advances shall be made to the Borrower on or after December 31, 2019. Each Advance may be made upon notice by the Borrower on the day of the Advance to the Lender specifying the amount of the Advance.

All principal and interest on the Note shall be due and payable in full on December 31, 2019, and, in addition, the Lender may demand payment on principal and interest on the Note, in part or in full, at any time prior to December 31, 2019. The Borrower may repay part or all of any Advance and interest thereon at any time without premium or penalty.

2. Recording Advances & Payments. Each Advance made by the Lender to the Borrower and all payments made on account of principal and interest hereof shall be recorded by the Lender and confirmed to the Borrower on a regular basis, which amounts are incorporated by reference as a part of this Note. The Lender's records for advances, payments and interest charges will be deemed correct and binding in the absence of manifest error.

3. Computation and Payment of Interest. Interest will accrue on the unpaid principal amount of each Advance until such principal amount is paid in full, at a rate per quarter equal to the Applicable Rate. "Applicable Rate" means (i) for each quarter beginning January 1 through March 31, the Lender's cost of funds (determined according to a method established by the Lender from time to time) for the month of December immediately preceding such quarter, (ii) for each quarter beginning April 1 through June 30, the Lender's cost of funds (determined according to a method established by the Lender from time to time) for the month of March immediately preceding such quarter, (iii) for each quarter beginning July 1 through September 30, the Lender's cost of funds (determined according to a method

established by the Lender from time to time) for the month of June immediately preceding such quarter, and (iv) for each quarter beginning October 1 through December 31, the Lender's cost of funds (determined according to a method established by the Lender from time to time) for the month of September immediately preceding such quarter. All interest calculations shall be made on the basis of a 360-day year of twelve 30-day months. Any interest computation under this Note will be at not more than the highest rate permitted by applicable law. Interest on the unpaid principal balance outstanding from time to time shall be paid semi-annually, unless payment is demanded by the Lender more frequently, or as otherwise agreed to by the Lender and the Borrower from time to time. Any interest that accrues and remains unpaid will be added to the unpaid principal balance outstanding.

4. Manner of Payment. All payments to be made by the Borrower on account of such borrowings hereunder shall be made without set-off or counterclaim in lawful currency of the United States of America and in immediately available funds.

5. Events of Default. In the event that the Borrower shall fail to pay principal or interest when due (including on demand), the Lender may declare all outstanding principal and all interest thereon to be due and payable, whereupon all principal and all interest thereon shall become and be due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower.

In the event that the Borrower: (a) becomes bankrupt or insolvent; or (b) invokes the benefit of, or is subject to any laws for the protection, rehabilitation or liquidation of insolvent debtors; all principal and all interest thereon shall immediately become and be due and payable, without further action by the Lender or any other person and without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower.

6. Covenants. So long as any indebtedness under this Note remains unpaid, and so long as the Lender shall have the obligation to make Advances hereunder, unless the Lender shall otherwise consent in writing, the Borrower shall:

(a)    Corporate Matters. Preserve and maintain its limited liability company or corporate existence, as the case may be, and take all reasonable action to maintain all rights, privileges and franchises necessary to the normal conduct of its business except for rights, privileges and franchises the loss of which would not in the aggregate have a material adverse effect on the business, operations or financial or other condition of the Borrower.

(b)    Inspection of Property: Books and Records. Keep proper books or records and accounts in which full, true and correct entries in conformity with sound business practice and all requirements of law applicable to the Borrower shall be made of all dealings and transactions in relation to its business and activities; and permit representatives of the Lender to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable times and as often as the Lender may reasonably desire.

(c)    Further Assurances. Take, or cause to be taken, all other actions reasonably necessary or desirable to preserve and defend the rights of the Lender to payment hereunder, and to assure to the Lender the benefits hereof.

(d)    Use of Proceeds. The Borrower shall use the proceeds of the Advances for the purpose of funding a portion of the purchase price payable to Seller pursuant to the Purchase Agreement as consideration for the OneMain Acquisition and, with respect to any proceeds not so used, for general corporate purposes, in each case, not in violation of any applicable laws or, to the extent such proceeds are contributed to OneMain or any of its Restricted Subsidiaries (as such term is defined in the Indenture of OneMain, dated as of December 11, 2014, relating to its 6.75% Senior Notes due 2019 and its 7.25% Senior Notes due 2021 (the "HY Indenture")), the HY Indenture.

7. Representations and Warranties.

(a)    Organization. The Borrower is a limited liability company which has been duly organized and is validly existing and in good standing under the laws of the state of Delaware, with the power and authority to own its properties and transact the business in which it is now engaged or in which it proposes to engage.

(b)    No Conflict, Default or Violation. Neither the execution and delivery of this Note, nor the performance of the Borrower's obligations under this Note, nor the consummation of the transactions herein contemplated shall (i) conflict with or result in a breach of any of the terms or provisions of or constitute a default under, with or without notice or lapse of time or both, any indenture, contract, agreement, instrument or other undertaking to which the Borrower is a party or by which it is bound or to which any of the property or assets of the Borrower is subject, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever, upon any of the property or assets of the Borrower, (ii) result in any violation of the provision of its certificate of formation, limited liability company agreement or other governing documents, or (iii) conflict with or result in a breach of any provision of any statute or any order, decree, judgment, rule or regulation of any court or any regulatory authority or other governmental agency or body having jurisdiction over the Borrower or any of its properties, except in the case of clauses (i) and (iii) as could not reasonably be expected to have a material adverse effect.

(c)     Due Authorization. The execution and delivery by the Borrower of this Note have been duly authorized by all requisite corporate action on the part of the Borrower and the Note constitutes the valid and legally binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, except that (a) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to certain equitable defenses and to the discretion of the court before which any proceeding therefore may be brought.

8. Conditions to Advances. The Lender shall have received, on or prior to the date of such Advance, (a) this Note, executed by a duly authorized officer of the Borrower, and (b) such other documents which may be reasonably requested by the Lender.

9. Amendments. Neither this Note nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and Lender.

10. Governing Law; Severability. This Note shall be governed by, and construed in accordance with, the laws of the State of Indiana. In the case of any one or more of the provisions contained in this Note should be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

11. Entire Agreement. This Note and any other documents referred to herein, contain the entire and only agreement between the Lender and the Borrower concerning the subject matter hereof, and any oral statements or representations or prior written matter with respect thereto not contained herein shall have no force and effect.

12. Failure to Act Not a Waiver. Neither the failure nor any delay on the part of the Lender to exercise any right, power or privilege under this Note shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of such right, power or privilege or any exercise of any other right, power or privilege.

13. Successors and Assigns. This Note shall be binding upon and inure to the benefit of, and be enforceable by, the Borrower and the Lender, their respective successors and assigns, except that no party may assign or otherwise transfer any of its obligations, rights or interests in or to this Note hereunder without the prior written consent of the other party hereto.

14. Notices. All notices required in writing under this Note shall be considered as having been given by one party to the other upon the latter party's receipt of same. All such notices shall be transmitted by registered or certified mail, by facsimile or by personal delivery. Such written notice shall be sent to the attention of the Treasurer and the General Counsel of the relevant party.

15. Counterparts. This Note may be executed by one or more of the parties to this Note on any number of separate counterparts (including by telecopy), each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple counterparts and attached to a single counterpart so that all signature pages are attached to the same document. Delivery of an executed counterpart by telecopy shall be effective as delivery of a manually executed counterpart.

16. Section Headings. The section titles contained in this Note are, and shall be, without substantive meaning or content of any kind whatsoever and are not part of the agreement of the parties hereto.

(THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK)

IN WITNESS WHEREOF, each of the Borrower and the Lender has executed this Note as of the date first written above.

INDEPENDENCE HOLDINGS, LLC, as Borrower

By:     /s/ Rhonda Jenkins    
    Name:    Rhonda Jenkins    Title:     Assistant Treasurer

SPRINGLEAF FINANCIAL CASH SERVICES, INC., as Lender

By:     /s/ Rhonda Jenkins    
    Name:    Rhonda Jenkins    Title:    Assistant Treasurer