Filed pursuant to Rule 433
Issuer Free Writing Prospectus, dated March 4, 2025
Supplementing the Preliminary Prospectus Supplement, dated March 4, 2025
Registration No. 333-274956
333-274956-01
$600,000,000
OneMain Finance Corporation
6.750% Senior Notes due 2032
This pricing supplement (this “Pricing Supplement”) is qualified in its entirety by reference to the preliminary prospectus supplement dated March 4, 2025 (the “Preliminary Prospectus Supplement”).
The information in this Pricing Supplement supplements the Preliminary Prospectus Supplement and supersedes the information in the Preliminary Prospectus Supplement to the extent inconsistent with the information in the Preliminary Prospectus
Supplement. Terms used but not defined herein shall have the meanings assigned to them in the Preliminary Prospectus Supplement.
$600,000,000 6.750% Senior Notes due 2032
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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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$600,000,000
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Title of Securities:
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6.750% Senior Notes due 2032 (the “notes”)
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Maturity Date:
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March 15, 2032
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Offering Price:
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100.000%, plus accrued interest, if any, from March 13, 2025
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Coupon:
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6.750%
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Yield:
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6.750%
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Spread:
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+264 basis points
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Benchmark Treasury:
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4.125% UST due February 29, 2032
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Gross Proceeds to Issuer:
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$600,000,000
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Net Proceeds to Issuer After Gross Spread:
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$594,000,000
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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 AJ9
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ISIN: US682691AJ99 |
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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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March 15 and September 15
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First Interest Payment Date:
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September 15, 2025
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Record Dates:
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March 1 and September 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 March 15, 2028, the Issuer may redeem, at its option, all or, from time to time, part of the notes, upon not less than 10 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 March 15 of each of the years indicated below:
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Year
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Percentage |
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2028
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103.3750% |
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2029
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101.6875% |
| 2030 and thereafter |
100.0000% |
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In addition, prior to March 15, 2028, the Issuer may redeem, at its option, all or, from time to time, part of the notes, upon not less than 10 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 March 15, 2028 (such redemption price being set forth in the table above), plus (y) all required interest payments
due on the note through March 15, 2028 (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 March 15, 2028; provided, however, that if the period from the redemption date to March 15, 2028 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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Citigroup Global Markets Inc.
HSBC Securities (USA) Inc.
Barclays Capital Inc. BNP Paribas Securities Corp. Citizens JMP Securities, LLC Deutsche Bank Securities Inc. Goldman Sachs & Co. LLC Mizuho Securities USA LLC NatWest Markets Securities Inc. RBC Capital Markets, LLC Regions Securities LLC SMBC Nikko Securities America, Inc. TD Securities (USA) LLC Truist Securities, Inc. Wells Fargo Securities, LLC Blaylock Van, LLC |
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Trade Date:
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March 4, 2025
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Settlement Date:
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March 13, 2025 (T+7). It is expected that delivery of the notes will be made against payment therefor on or about March 13, 2025, which is the seventh business day following the date hereof (such settlement cycle being referred to as
“T+7”). Pursuant to Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in one business day unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to
trade the notes more than one business day prior to the settlement date will be required, by virtue of the fact that the notes initially will settle in T+7, 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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*A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time. Each credit rating should be evaluated independently of any other credit rating.
Changes from Preliminary Prospectus Supplement
The Preliminary Prospectus Supplement is hereby updated to reflect the following changes:
The total size of the offering has increased from $500.0 million to $600.0 million. The additional proceeds from the offering will be used for general corporate purposes, which may include debt repurchases or repayments.
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As a result of the change in offering size, all information (including financial information) presented in the Preliminary Prospectus Supplement is deemed to have changed to the extent affected by the changes described herein.
The Issuer has filed a registration statement (including a prospectus and related Preliminary Prospectus Supplement for the offering) with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which
this communication relates. Before you invest, you should read the Preliminary Prospectus Supplement, the accompanying prospectus in that registration statement and the other documents the Issuer has filed with the SEC for more complete information
about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the
prospectus if you request it by contacting Citigroup Global Markets Inc., toll-free at 1-800-831-9146.
This communication should be read in conjunction with the Preliminary Prospectus Supplement and the accompanying prospectus. The information in this communication supersedes the information in the Preliminary Prospectus
Supplement and the accompanying prospectus to the extent it is inconsistent with the information in such Preliminary Prospectus Supplement or the accompanying prospectus.
Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers or other notices were automatically generated as a result of this communication
being sent via Bloomberg email or another communication system.
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