OneMain : Supplemental Indenture (Form 8-K)

Supplemental Indenture

On August 11, 2021, OneMain Finance Corporation ('OMFC'), a direct subsidiary of OneMain Holdings, Inc. ('OMH,' 'we,' 'us' or 'our'), issued $600.0 million aggregate principal amount of its 3.875% Senior Notes due 2028 (the 'Notes') under an Indenture, dated as of December 3, 2014 (the 'Base Indenture'), among OMFC (formerly known as Springleaf Finance Corporation), as issuer, OMH (formerly known as Springleaf Holdings, Inc.), as guarantor, and Wilmington Trust, National Association, as trustee (the 'Trustee'), as supplemented by a Thirteenth Supplemental Indenture, dated as of August 11, 2021 (the 'Supplemental Indenture' and, together with the Base Indenture, the 'Indenture'), among OMFC, OMH and the Trustee, pursuant to which OMH provided a guarantee of the Notes. The Notes were offered and sold in an underwritten public offering made pursuant to a Prospectus Supplement, dated August 4, 2021, to the Prospectus, dated November 6, 2020, filed as part of OMFC's and OMH's joint Registration Statement on Form S‑3 (Registration No. 333-249937) filed with the Securities and Exchange Commission ('SEC'). The Notes are guaranteed on an unsecured basis by OMH.

The Notes will mature on September 15, 2028 and bear interest at a rate of 3.875% per annum, payable semiannually in arrears on March 15 and September 15 of each year, beginning on March 15, 2022. The Notes are OMFC's senior unsecured obligations and rank equally in right of payment to all of its other existing and future unsubordinated indebtedness from time to time outstanding. The Notes are guaranteed by OMH and will not be guaranteed by any of OMFC's subsidiaries, including OneMain Financial Holdings, LLC, or any other party. The Notes are effectively subordinated to all of OMFC's secured obligations to the extent of the value of the assets securing such obligations, structurally subordinated to all existing and future liabilities of our subsidiaries (other than OMFC), and rank senior in right of payment to all existing and future subordinated indebtedness of OMH.

The Notes may be redeemed, in whole or in part, at OMFC's option, at any time or from time to time (i) prior to September 15, 2024, at a 'make-whole' redemption price specified in the Indenture, and (ii) on and after September 15, 2024, at the applicable redemption price set forth below (expressed as a percentage of the principal amount of the Notes to be redeemed), if redeemed during the 12-month period beginning on September 15 of each of the years indicated below, in each case plus accrued and unpaid interest on such principal amount to, but not including, the applicable redemption date.

Year		Percentage
2024			101.938	%
2025			100.969	%
2026			100.000	%

The Indenture contains covenants that, among other things, limit OMFC's ability to create liens on assets and restrict OMFC's ability to consolidate, merge or sell its assets. The Indenture also provides for customary events of default (subject in certain cases to customary grace and cure periods), which include nonpayment, breach of covenants in the Indenture and certain events of bankruptcy and insolvency. Generally, if an event of default occurs, the Trustee or holders of at least 25% in aggregate principal amount of the then outstanding. Notes may declare the principal amount of all the Notes to be due and payable immediately. The Notes will not have the benefit of any sinking fund.

The foregoing description of the Indenture and the Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Base Indenture and Supplemental Indenture (and form of 3.875% Senior Notes due 2028 included therein as Exhibit A), copies of which are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. In connection with the issuance of the Notes, Jack R. Erkilla, Esq., Senior Vice President, Deputy General Counsel and Secretary of OMFC, and Sidley Austin LLP provided OMFC with the legal opinions filed as Exhibits 5.1 and 5.2, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure provided in Item 1.01 of this Current Report on Form 8‑K is hereby incorporated by reference into this Item 2.03.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
4.1		Indenture relating to the Notes, dated as of December 3, 2014, among OneMain Finance Corporation (formerly known as Springleaf Finance Corporation), OneMain Holdings, Inc. (formerly known as Springleaf Holdings, Inc.) and Wilmington Trust, National Association, as trustee, as filed with the SEC on December 3, 2014 as Exhibit 4.1 to OMH's Current Report on Form 8‑K (File No. 001-36129), and incorporated herein by reference.
*4.2		Thirteenth Supplemental Indenture relating to the Notes, dated as of August 11, 2021, among OneMain Finance Corporation, OneMain Holdings, Inc. and Wilmington Trust, National Association, as trustee (including the form of 3.875% Senior Notes due 2028 included therein as Exhibit A).
*5.1		Opinion of Jack R. Erkilla, Esq.
*5.2		Opinion of Sidley Austin LLP.
*23.1		Consent of Jack R. Erkilla, Esq. (included as part of Exhibit 5.1 hereto).
*23.2		Consent of Sidley Austin LLP (included as part of Exhibit 5.2 hereto).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

*Filed herewith.