OMF OneMain Holdings Inc

Issuer:

OneMain Finance Corporation (the “Issuer”)

Guarantor:

OneMain Holdings Inc. (the “Guarantor”)

Aggregate Principal Amount:

$750,000,000

Title of Securities:

7.500% Senior Notes due 2031 (the “notes”)

Maturity Date:

May 15, 2031

Offering Price:

100.000%, plus accrued interest, if any, from May 22, 2024

Coupon:

7.500%

Yield:

7.500%

Spread:

+304 basis points

Benchmark Treasury:

1.625% UST due May 15, 2031

Gross Proceeds to Issuer:

$750,000,000

Net Proceeds to Issuer After Gross Spread:

$742,500,000

Gross Spread:

1.000%

Distribution:

SEC Registered

CUSIP and ISIN Numbers:

CUSIP: 682691 AF7

ISIN: US682691AF77

Denominations:

$2,000 and integral multiples of $1,000

Interest Payment Dates:

May 15 and November 15

First Interest Payment Date:

November 15, 2024

Record Dates:

May 1 and November 1

Optional Redemption:

Except as set forth in the next two succeeding paragraphs, the notes are not subject to redemption prior to the Stated Maturity, and there is no sinking fund for the notes.

On and after May 15, 2027, the Issuer may redeem, at its option, all or, from time to time, part of the notes, upon not less than 30 nor more than 60 days’ prior notice (with a copy to the Series Trustee), at the applicable redemption price set forth below (expressed as a percentage of the principal amount of notes to be redeemed), plus accrued and unpaid interest on the notes, if any, to, but excluding, the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period beginning on May 15 of each of the years indicated below:

2027

103.750%

2028

101.875%

2029 and thereafter

100.000%

 

In addition, prior to May 15, 2027, the Issuer may redeem, at its option, all or, from time to time, part of the notes, upon not less than 30 nor more than 60 days’ prior notice (with a copy to the Series Trustee) at a redemption price equal to the sum of (i) 100% of the principal amount thereof, plus (ii) the Applicable Premium as of the date of redemption, plus (iii) accrued and unpaid interest on the notes, if any, to, but excluding, the date of redemption (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

“Applicable Premium” means, with respect to any note on any date of redemption, the greater of (a) 1.0% of the principal amount of the note; and (b) the excess, if any, as determined by the Issuer, of (1) the present value at such redemption date of (x) the redemption price of the note at May 15, 2027 (such redemption price being set forth in the table above), plus (y) all required interest payments due on the note through May 15, 2027 (excluding accrued but unpaid interest to the date of redemption), discounted to the date of redemption on a semi-annual basis using a discount rate equal to the Treasury Rate as of such date of redemption plus 50 basis points; over (2) the principal amount of the note.

 

“Treasury Rate” means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to May 15, 2027; provided, however, that if the period from the redemption date to May 15, 2027 of such notes is less than one year, the weekly average yield on actively traded United States Treasury securities adjusted to a constant maturity of one year will be used.

Joint Book-Running Managers:

RBC Capital Markets, LLC

Wells Fargo Securities, LLC

Barclays Capital Inc.

BNP Paribas Securities Corp.

Citigroup Global Markets Inc.

Citizens JMP Securities, LLC

Deutsche Bank Securities Inc.

Goldman Sachs & Co. LLC

HSBC Securities (USA) Inc.

Mizuho Securities USA LLC

NatWest Markets Securities Inc.

Regions Securities LLC

SMBC Nikko Securities America, Inc.

SG Americas Securities, LLC

TD Securities (USA) LLC

Truist Securities, Inc.
 

Co-Manager:

R. Seelaus & Co., LLC

 

Trade Date:

May 8, 2024

Settlement Date:

May 22, 2024 (T+10). It is expected that delivery of the notes will be made against payment therefor on or about May 22, 2024, which is the tenth business day following the date hereof (such settlement cycle being referred to as “T+10”). Pursuant to Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes more than two business days prior to the settlement date will be required, by virtue of the fact that the notes initially will settle in T+10, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement. Purchasers of the notes who wish to trade such notes prior to their date of delivery should consult their own advisors.

Ba2 (Moody’s) / BB (S&P) / BB+ (Kroll)