Item 1.01. Entry into a Material Definitive Agreement.

Underwriting Agreement

On December 8, 2020, 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, Deutsche Bank Securities Inc. and Natixis Securities Americas LLC, as representatives of the several underwriters named therein (the "Underwriters"), relating to the issuance and sale by OMFC of $850.0 million aggregate principal amount of OMFC's 4.000% Senior Notes due 2030 (the "2030 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 December 17, 2020, subject to the 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 8­K and is incorporated herein by reference.

OMFC intends to use the net proceeds from the offering to redeem the $650 million of remaining aggregate principal amount outstanding of OMFC's 7.75% Senior Notes due 2021 ("2021 Notes"), as described further below under Item 8.01, and the remainder for general corporate purposes.

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. In addition, certain of the Underwriters or their respective affiliates are holders of the 2021 Notes, and such Underwriters or their respective affiliates will therefore receive a portion of the net proceeds from the 2030 Notes offering in the redemption of the remaining aggregate principal amount outstanding of the 2021 Notes.




Item 8.01 Other Events.

On December 8, 2020, OMFC provided an irrevocable notice of its election to redeem all $650 million aggregate principal amount outstanding of the 2021 Notes, with a scheduled redemption date of January 8, 2021. Pursuant to such notice, all of the outstanding 2021 Notes will be redeemed at a redemption price equal to the sum of (i) 100% of the principal amount of the notes being redeemed, plus (ii) the applicable "make-whole" premium (as set forth in the Indenture, dated as of September 24, 2013, between OMFC (formerly known as Springleaf Finance Corporation) and Wilmington Trust, National Association, as trustee), plus (iii) accrued and unpaid interest to, but excluding, the January 8, 2021 redemption date. The redemption of the 2021 Notes is not conditioned on the completion of the 2030 Notes offering.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits

Exhibit
Number     Description
  *1.1     Underwriting Agreement, dated as of December 8, 2020, among OneMain
           Finance Corporation, OneMain Holdings, Inc., and RBC Capital Markets,
           LLC, Deutsche Bank Securities Inc. and Natixis Securities Americas 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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