Item 1.01. Entry into a Material Definitive Agreement.

Underwriting Agreement

On June 15, 2021, 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 BNP Paribas Securities Corp., Citigroup Global Markets Inc. and Mizuho Securities USA LLC, as representatives 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 3.500% Senior Notes due 2027 (the "2027 Notes") in an underwritten public offering made pursuant to a registration statement and related prospectus supplement filed with the Securities and Exchange Commission. As further described below, the offering is expected to close on June 22, 2021, 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 allocate an amount equivalent to the net proceeds of the offering to finance or re-finance, in part or in full, a portfolio of new or existing loans that meet the eligibility criteria of the OneMain Social Bond Framework to advance the goal of enabling access to responsible financial products and services for vulnerable and/or historically underserved populations.

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    Description
Number
  *1.1     Underwriting Agreement, dated as of June 15, 2021, among OneMain Finance
           Corporation, OneMain Holdings, Inc., and BNP Paribas Securities Corp.,
           Citigroup Global Markets Inc. and Mizuho Securities USA LLC, as
           representatives of the several underwriters named therein.
104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document).

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* Filed herewith.

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