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 2030
OneMain Finance Corporation (“OMFC”) is offering $500 million aggregate principal amount of its % Senior Notes due 2030 (the “notes”). The notes will bear interest at a rate of % per annum. The notes will mature on September , 2030. Interest will accrue on the notes from , 2020. Interest on the notes is payable on and of each year, commencing on , 2021.
The notes will be redeemable, in whole or in part, at any time on or after September , 2025 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 September , 2025, 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, together with cash on hand, to redeem the $650 million aggregate principal amount outstanding of OMFC’s 7.75% Senior Notes due 2021.
See “Use of Proceeds.”
Investing in the notes involves risks. See
“Risk Factors” beginning on page S-
12 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 , 2020, 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 , 2020, which is the business day following the date of pricing of the notes.
Joint Book-Running Managers
RBC Capital Markets | | | Deutsche Bank Securities | | | Natixis |
Barclays | | | Citigroup | | | Citizens
Capital Markets |
Goldman Sachs & Co. LLC | | | Mizuho Securities | | | Morgan
Stanley |
NatWest Markets | | | Regions Securities LLC | | | SOCIETE GENERALE |
Co-Managers
BNP
PARIBAS | | | MUFG | | | Ramirez & Co., Inc. |
, 2020