The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. A registration statement relating to the securities has been declared effective by the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanying prospectus are neither offers to sell nor solicitations of offers to buy these securities in any jurisdiction where the offer or sale thereof is not permitted.
Filed Pursuant to Rule 424(b)(3)
PRELIMINARY PROSPECTUS SUPPLEMENT
OneMain Finance Corporation
$500,000,000
% Senior Notes due 2028
OneMain
Finance Corporation (“OMFC”) is offering $500 million aggregate principal amount of its % Senior Notes due 2028 (the “notes”). The notes will bear interest at a rate of % per annum. The notes will mature on , 2028. Interest will accrue on the notes from , 2021. Interest on the notes is payable on and of each year, commencing on , 2022.
The notes will be redeemable, in whole or in part, at any time on or after , 2024 at the redemption prices set forth in this prospectus supplement under “Description of the Notes — Optional Redemption,” plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. At any time prior to , 2024, the notes will be redeemable,
in whole or in part, at a redemption price equal to 100% of the principal amount of the notes, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption, plus a “make-whole” premium, as described under “Description of the Notes — Optional Redemption.”
The notes will be guaranteed by OMFC’s direct parent company, OneMain Holdings, Inc. (“OMH”), of which OMFC is a wholly-owned direct subsidiary, but the notes will not be guaranteed by any of OMFC’s subsidiaries, including OneMain Financial Holdings, LLC (“OMFH”) and its subsidiaries (OMFH and its subsidiaries, collectively, “OneMain”), or any other party.
The
notes will be OMFC’s general unsecured obligations and will rank equally in right of payment with all of OMFC’s existing and future unsubordinated debt. The notes will be effectively subordinated to all of OMFC’s secured obligations to the extent of the value of the assets securing such obligations, and structurally subordinated to all existing and future liabilities of OMFC’s subsidiaries (including OneMain).
OMFC intends to use the net proceeds from this offering for general corporate purposes, which may include debt repurchases and repayments. Accordingly, OMFC will have broad discretion over the use of proceeds from this offering. See “Use of Proceeds.”
Investing
in the notes involves risks. See
“Risk Factors” beginning on page S-
13 of this prospectus supplement and page
7 of the accompanying prospectus and those risk factors in the
documents incorporated by reference in this prospectus supplement and the accompanying prospectus.
Public offering price(1) | | | % | | | $ |
Underwriting
discount | | | % | | | $ |
Proceeds,
before expenses, to us | | | % | | | $ |
(1)
| Plus accrued interest, if any, from , 2021, if settlement occurs after that date. |
Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The
notes will not be listed on any securities exchange.
We expect that beneficial interests in the notes will be credited in book-entry form through the facilities of The Depository Trust Company (“DTC”) to the accounts of its participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking S.A., on or about , 2021, which is the business day following the date of pricing of the notes.
Joint Book-Running Managers
Goldman
Sachs & Co. LLC | | | SOCIETE GENERALE |
Barclays | | | BNP
PARIBAS | | | Citigroup |
Citizens Capital Markets | | | Deutsche
Bank Securities | | | HSBC |
Mizuho Securities | | | NatWest
Markets | | | RBC Capital Markets |
Regions Securities LLC | | | | | | Truist
Securities |
Co-Managers
Drexel Hamilton | | | Natixis |
,
2021