SEC Form FWP filed by OneMain Holdings Inc.

Issuer:

OneMain Finance Corporation (the “Issuer”)

Guarantor:

OneMain Holdings Inc. (the “Guarantor”)

Aggregate Principal Amount:

$800,000,000

Title of Securities:

7.125% Senior Notes due 2032 (the “notes”)

Maturity Date:

September 15, 2032

Offering Price:

100.000%, plus accrued interest, if any, from June 11, 2025

Coupon:

7.125%

Yield:

7.125%

Spread:

+282 basis points

Benchmark Treasury:

2.75% UST due August 15, 2032

Gross Proceeds to Issuer:

$800,000,000

Net Proceeds to Issuer After Gross Spread:

$792,000,000

Gross Spread:

1.000%

Distribution:

SEC Registered

CUSIP and ISIN Numbers:

CUSIP: 682691 AK6

 

ISIN: US682691AK62

Denominations:

$2,000 and integral multiples of $1,000

Interest Payment Dates:

September 15 and March 15

First Interest Payment Date:

September 15, 2025

Record Dates:

March 1 and September 1

Optional Redemption:

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.

On and after June 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 June 15 of each of the years indicated below:

2028

103.56250%

2029

101.78125%

2030 and thereafter

100.00000%

In addition, prior to June 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).

“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 June 15, 2028 (such redemption price being set forth in the table above), plus (y) all required interest payments due on the note through June 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.

“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 June 15, 2028; provided, however, that if the period from the redemption date to June 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.

Joint Book-Running Managers:

Barclays Capital Inc.

Goldman Sachs & Co. LLC

BMO Capital Markets Corp.

BNP Paribas Securities Corp.

Citigroup Global Markets Inc.

Citizens JMP Securities, LLC

Deutsche Bank Securities Inc.

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

Drexel Hamilton, LLC

Trade Date:

May 28, 2025

Settlement Date:

June 11, 2025 (T+10). It is expected that delivery of the notes will be made against payment therefor on or about June 11, 2025, 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 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+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.

Ratings*:

Ba2 (Moody’s) / BB (S&P) / BB+ (Kroll)