Issuer Free Writing Prospectus, dated May 8, 2024
Supplementing the Preliminary Prospectus Supplement, dated May 8, 2024
Registration No. 333-274956
7.500% Senior Notes due 2031
Issuer:
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OneMain Finance Corporation (the “Issuer”)
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Guarantor:
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OneMain Holdings Inc. (the “Guarantor”)
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Aggregate Principal Amount:
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$750,000,000
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Title of Securities:
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7.500% Senior Notes due 2031 (the “notes”)
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Maturity Date:
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May 15, 2031
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Offering Price:
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100.000%, plus accrued interest, if any, from May 22, 2024
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Coupon:
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7.500%
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Yield:
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7.500%
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Spread:
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+304 basis points
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Benchmark Treasury:
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1.625% UST due May 15, 2031
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Gross Proceeds to Issuer:
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$750,000,000
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Net Proceeds to Issuer After Gross Spread:
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$742,500,000
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Gross Spread:
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1.000%
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Distribution:
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SEC Registered
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CUSIP and ISIN Numbers:
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CUSIP: 682691 AF7
ISIN: US682691AF77
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Denominations:
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$2,000 and integral multiples of $1,000
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Interest Payment Dates:
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May 15 and November 15
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First Interest Payment Date:
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November 15, 2024
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Record Dates:
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May 1 and November 1
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Optional Redemption:
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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.
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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:
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Year
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Percentage
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2027
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103.750%
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2028
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101.875%
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2029 and thereafter
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100.000%
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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).
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“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.
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“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.
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Joint Book-Running Managers:
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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.
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Co-Manager:
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R. Seelaus & Co., LLC
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Trade Date:
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May 8, 2024
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Settlement Date:
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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.
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Ratings*:
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Ba2 (Moody’s) / BB (S&P) / BB+ (Kroll)
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The total size of the offering has increased from $500.0 million to $750.0 million. The additional proceeds from the offering will be used to redeem a portion of the Issuer’s outstanding 6.875% Senior Notes due 2025. This pricing supplement is not a notice of redemption or a solicitation of an offer for the 6.875% Senior Notes due 2025.