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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/06/20 OneMain Holdings, Inc. S-3ASR 11/06/20 7:1.3M Edgarfilings Ltd. Onemain Finance Corp. |
Document/Exhibit Description Pages Size 1: S-3ASR Automatic Shelf Registration Statement by a HTML 455K Well-Known Issuer 2: EX-4.9 Instrument Defining the Rights of Security Holders HTML 371K 3: EX-5.1 Opinion of Counsel re: Legality HTML 49K 4: EX-5.2 Opinion of Counsel re: Legality HTML 19K 5: EX-23.1 Consent of Expert or Counsel HTML 6K 6: EX-23.2 Consent of Expert or Counsel HTML 6K 7: EX-25.1 Statement of Eligibility to Act as a Trustee HTML 125K
Delaware | | | 27-3379612 |
(State
or Other Jurisdiction of Incorporation or Organization) | | | (I.R.S. Employer Identification No.) |
Indiana | | | 35-0416090 |
(State or Other Jurisdiction of
Incorporation or Organization) | | | (I.R.S. Employer Identification No.) |
Large
accelerated filer ☑ | | | Accelerated filer ☐ | | | Non-accelerated filer ☐ | | | Smaller
reporting company ☐ | | | Emerging growth company ☐ |
Large
accelerated filer ☐ | | | Accelerated filer ☐ | | | Non-accelerated filer ☑ | | | Smaller
reporting company ☐ | | | Emerging growth company ☐ |
Title
of each class of securities to be registered | | | Amount to be registered(1)(2) | | | Proposed
maximum offering price per unit(1)(2) | | | Proposed maximum aggregate offering price(1)(2) | | | Amount
of registration fee(3) |
OneMain Holdings, Inc. | | | | | | | | | ||||
Common
Stock, par value $0.01 per share | | | | | | | | | ||||
Preferred
Stock, par value $0.01 per share | | | | | | | | | ||||
Depositary
Shares(4) | | | | | | | | | ||||
Debt
Securities | | | | | | | | | ||||
Warrants | | | | | | | | | ||||
Stock
Purchase Contracts | | | | | | | | | ||||
Stock
Purchase Units | | | | | | | | | ||||
OneMain
Finance Corporation | | | | | | | | | ||||
Debt
Securities | | | | | | | | | ||||
Guarantees(5) | | | | | | | | | ||||
Total | | | | | | | | |
(1) | Omitted pursuant to General Instruction II.E of Form S-3. |
(2) | Securities registered hereunder may be sold separately, together or as units with other securities registered hereunder. An indeterminate aggregate offering price and number or amount of each identified class of the identified securities of the registrant is being registered as may from time to time be issued at currently indeterminable prices and as may be issuable upon conversion, redemption, repurchase, exchange, exercise or settlement of any securities registered hereunder, including pursuant to any applicable anti-dilution adjustment provisions. |
(3) | In
accordance with Rules 456(b) and 457(r) under the Securities Act, the registrant is deferring payment of all of the registration fee. Any subsequent registration fees will be paid on a pay-as-you-go basis. |
(4) | Each depositary share will be issued under a deposit agreement and will be evidenced by a depositary receipt. In the event OneMain Holdings, Inc. or selling stockholders elect to offer to the public fractional interests in shares of the preferred stock registered hereunder, depositary receipts will be distributed to those persons purchasing such fractional interests, and shares of preferred stock will be issued to the depositary under the deposit agreement. No separate consideration will be received for the depositary shares. |
(5) | If
OneMain Finance Corporation issues debt securities, OneMain Holdings, Inc. may be a guarantor thereof and if OneMain Holdings, Inc. issues debt securities, OneMain Finance Corporation may be a guarantor thereof. In either case, no separate consideration will be paid in respect of the guarantees. Pursuant to Rule 457(n) of the Securities Act, no separate fee is payable with respect to the guarantees of the debt securities. |
• | shares of its common stock; |
• | shares of its preferred stock, which it may issue in one or more series; |
• | depositary
shares representing shares of its preferred stock; |
• | debt securities, which may be senior, subordinated or junior subordinated debt securities; |
• | warrants to purchase debt or equity securities; |
• | stock purchase contracts to purchase shares of its common stock; and |
• | stock purchase units, each representing ownership of a stock purchase contract
and debt securities, preferred securities or debt obligations of third-parties, including U.S. treasury securities or any combination of the foregoing, securing the holder’s obligation to purchase its common stock or other securities under the stock purchase contracts. |
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• | Combined Annual Report of OMH and SFC (now known as OMFC) on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 14,
2020 (“2019 Annual Report on Form 10-K”); |
• | Combined Quarterly Reports of OMH and SFC (now known as OMFC) on Form 10-Q for the quarter ended March 31, 2020, and Combined Quarterly Reports of OMH and OMFC on Form 10-Q for the quarters ended June 30, 2020 and September 30, 2020, filed with the SEC on April 29, 2020, July 30, 2020,
and October 29, 2020, respectively; |
• | Current Reports of OMH on Form 8-K, filed with the SEC on March 3, 2020, March 18, 2020, April 23, 2020, May 14, 2020, May 22,
2020, June 29, 2020, July 17, 2020, July 20, 2020 and August 31, 2020; |
• | Current Reports of OMFC on Form 8-K, filed with the SEC on May 14, 2020 and June 29,
2020; |
• | Those portions of the Definitive Proxy Statement of OMH on Schedule 14A filed with the SEC on April 6, 2020 incorporated by reference in the 2019 Annual Report on Form 10-K; and |
• | The description of OMH’s common stock set forth in its registration statement on Form 8-A filed with the SEC on October 11, 2013. |
• | adverse changes in general economic conditions, including the interest rate environment and the financial markets; |
• | risks associated with the global outbreak of a novel strain of coronavirus (“COVID-19”) and the mitigation efforts by governments and related effects on us, our customers, and employees; |
• | our estimates of the allowance for finance receivable losses may not be adequate to absorb actual losses, causing our provision for finance receivable losses to increase, which would adversely
affect our results of operations; |
• | increased levels of unemployment and personal bankruptcies; |
• | adverse changes in the rate at which we can collect or potentially sell our finance receivables portfolio; |
• | natural or accidental events such as earthquakes, hurricanes, tornadoes, fires, or floods affecting our customers, collateral, or our branches or other operating facilities; |
• | war,
acts of terrorism, riots, civil disruption, pandemics, disruptions in the operation of our information systems, or other events disrupting business or commerce; |
• | risks related to the acquisition or sale of assets or businesses or the formation, termination, or operation of joint ventures or other strategic alliances, including increased loan delinquencies or net charge-offs, integration or migration issues, increased costs of servicing, incomplete records, and retention of customers; |
• | a failure in or breach of our operational or security systems or infrastructure or those of third parties, including as a result of cyber-attacks, or other cyber-related incidents involving
the loss, theft or unauthorized disclosure of personally identifiable information, or “PII,” of our present or former customers; |
• | our credit risk scoring models may be inadequate to properly assess the risk of customer unwillingness or lack of capacity to repay; |
• | adverse changes in our ability to attract and retain employees or key executives to support our businesses; |
• | increased competition, or changes in customer responsiveness to our distribution channels, an inability to make technological improvements,
and the ability of our competitors to offer a more attractive range of personal loan products than we offer; |
• | changes in federal, state, or local laws, regulations, or regulatory policies and practices that adversely affect our ability to conduct business or the manner in which we currently are permitted to conduct business, such as licensing requirements, pricing limitations or restrictions on the method of offering products, as well as changes that may result from increased regulatory scrutiny of the sub-prime |
• | risks
associated with our insurance operations, including insurance claims that exceed our expectations or insurance losses that exceed our reserves; |
• | our inability to successfully implement our growth strategy for our consumer lending business or successfully acquire portfolios of personal loans; |
• | a change in the proportion of secured loans may affect our personal loan receivables and portfolio yield; |
• | declines in collateral values or increases in actual or projected delinquencies or net charge-offs; |
• | potential
liability relating to finance receivables which we have sold or securitized or may sell or securitize in the future if it is determined that there was a non-curable breach of a representation or warranty made in connection with such transactions; |
• | the costs and effects of any actual or alleged violations of any federal, state, or local laws, rules or regulations, including any associated litigation and damage to our reputation; |
• | the costs and effects of any fines, penalties, judgments, decrees, orders, inquiries, investigations, subpoenas, or enforcement or other proceedings of any governmental or quasi-governmental agency or authority and any associated litigation
and damage to our reputation; |
• | our continued ability to access the capital markets and maintain adequate current sources of funds to satisfy our cash flow requirements; |
• | our ability to comply with our debt covenants; |
• | our ability to generate sufficient cash to service all of our indebtedness; |
• | any material impairment or write-down of the value of our assets; |
• | the
ownership of OMH’s common stock continues to be highly concentrated, which may prevent other minority stockholders from influencing significant corporate decisions and may result in conflicts of interest; |
• | the effects of any downgrade of our debt ratings by credit rating agencies, which could have a negative impact on our cost of and/or access to capital; |
• | our substantial indebtedness, which could prevent us from meeting our obligations under our debt instruments and limit our ability to react to changes in the economy or our industry or our ability to incur additional borrowings; |
• | our
ability to maintain sufficient capital levels in our regulated and unregulated subsidiaries; |
• | changes in accounting standards or tax policies and practices and the application of such new standards, policies and practices; and |
• | management estimates and assumptions, including estimates and assumptions about future events, may prove to be incorrect. |
• | whether the issuer of the debt securities is OMH or OMFC; |
• | the title and aggregate principal amount of the debt securities and any limit on the aggregate principal amount; |
• | whether
the debt securities will be senior, subordinated or junior subordinated; |
• | any applicable subordination provisions for any subordinated debt securities; |
• | the maturity date(s) or method for determining same; |
• | the interest rate(s) or the method for determining same; |
• | the dates on which interest will accrue or the method for determining dates on which interest will
accrue and dates on which interest will be payable and whether interest shall be payable in cash or additional securities; |
• | whether the debt securities are convertible or exchangeable into other securities and any related terms and conditions; |
• | redemption or early repayment provisions; |
• | authorized denominations; |
• | if other than the principal amount, the principal
amount of debt securities payable upon acceleration; |
• | place(s) where payment of principal and interest may be made, where debt securities may be presented and where notices or demands upon the issuer may be made; |
• | whether such debt securities will be issued in whole or in part in the form of one or more global securities and the date on which the securities are dated if other than the date of original issuance; |
• | amount of discount or premium, if any, at which such debt securities will be issued; |
• | whether
the indenture will contain any additional covenants, or eliminate or change any covenants described herein, that apply to the debt securities; |
• | any additions or changes in the defaults and events of default applicable to the particular debt securities being issued; |
• | the guarantors of each series, if any, and the extent of the guarantees (including provisions relating to seniority, subordination and release of the guarantees), if any; |
• | the
currency, currencies or currency units in which the purchase price for, the principal of and any premium and any interest on, such debt securities will be payable; |
• | the time period within which, the manner in which and the terms and conditions upon which the holders of the debt securities or the issuer can select the payment currency; |
• | our obligation or right to redeem, purchase or repay debt securities under a sinking fund, amortization or analogous provision; |
• | any restriction or conditions on the transferability
of the debt securities; |
• | provisions granting special rights to holders of the debt securities upon occurrence of specified events; |
• | additions or changes relating to compensation or reimbursement of the trustee of the series of debt securities; |
• | additions or changes to the provisions for the defeasance of the debt securities or to provisions related to satisfaction and discharge of the indenture; |
• | provisions
relating to the modification of the indenture both with and without the consent of holders of debt securities issued under the indenture and the execution of supplemental indentures for such series; and |
• | any other terms of the debt securities (which terms shall not be inconsistent with the provisions of the TIA, but may modify, amend, supplement or delete any of the terms of the indenture with respect to such debt securities). |
(a) | The
issuer will not at any time, directly or indirectly, suffer to exist, and shall not cause, suffer or permit any Subsidiary to create, assume or suffer to exist, any Mortgage of or upon any of its or their properties or assets, real or personal, whether owned at the issue date or thereafter acquired, or of its or upon any income or profit therefrom, without making effective provision, and the issuer covenants that in any such case the issuer will make or cause to be made effective provision, whereby the debt securities shall be secured by such Mortgage equally and ratably with or prior to any and all other obligations and Indebtedness to be secured thereby, so long as any such other obligations and Indebtedness shall be so secured. |
(b) | Nothing in this covenant shall be construed to prevent the issuer or any Subsidiary
from creating, assuming or suffering to exist, and the issuer or any Subsidiary is hereby expressly permitted to create, assume or suffer to exist, without securing the debt securities as hereinabove provided, any Mortgage of the following character: |
(1) | any Mortgage on any properties or assets of the issuer or any Subsidiary existing on the issue date; |
(2) | any Mortgage on any properties or assets of the issuer or any Subsidiary, in addition to those otherwise permitted by this subsection (b) of this covenant, securing Indebtedness of the issuer or any Subsidiary and refundings or extensions of any such Mortgage and the Indebtedness secured thereby for amounts not exceeding the principal amount of the Indebtedness so refunded or extended at the time of the refunding or extension thereof and covering only the same property theretofore securing the same; provided that at the
time such Indebtedness was initially incurred, the aggregate amount of secured Indebtedness permitted by this paragraph (2), after giving effect to such incurrence, does not exceed 10% of Consolidated Net Tangible Assets, as applicable; |
(3) | any Mortgage on any property or assets of any Subsidiary to secure Indebtedness owing by it to the issuer or to a Wholly-owned Subsidiary; |
(4) | any Mortgage on any property or assets of any Subsidiary to secure, in the ordinary course of business, its Indebtedness, if as a matter of practice, prior to the time it became a Subsidiary, it had borrowed on the basis of secured loans or had customarily deposited collateral to
secure any or all of its obligations; |
(5) | any purchase money Mortgage on property, real or personal, acquired or constructed by the issuer or any Subsidiary after the issue date, to secure the purchase price of such property (or to secure Indebtedness incurred for the purpose of financing the acquisition or construction of any such property to be subject to such Mortgage), or Mortgages existing on any such property at the time of acquisition, whether or not assumed, or any Mortgage existing on any property of any corporation at the time it becomes a Subsidiary, or any Mortgage with respect to any property hereafter acquired; provided, however, that the aggregate principal amount of the Indebtedness secured by all such Mortgages on a particular parcel of property shall not exceed 75% of the cost of such property,
including the improvements thereon, to the issuer or any such Subsidiary; and provided, further, that any such Mortgage does not spread to other property owned prior to such acquisition or construction or to property thereafter acquired or constructed other than additions to such property; |
(6) | refinancing, refunding, extension, renewal or replacement (or successive refinancings, refundings, extensions, renewals or replacements) of any Mortgage permitted by this subsection (b) of this covenant (other than pursuant to paragraph (2) hereof) for amounts not exceeding (A) the principal amount of the Indebtedness so refinanced, refunded, extended, renewed or replaced at the time of the refunding or extension thereof, and (B) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing,
refunding, extension, renewal or replacement, and covering only the same property theretofore securing the same; |
(7) | deposits, liens or pledges to enable the issuer or any Subsidiary to exercise any privilege or license, or to secure payments of workmen’s compensation, unemployment insurance, old age pensions or other social security, or to secure the performance of bids, tenders, contracts or leases to which the issuer or any Subsidiary is a party, or to secure public or statutory obligations of the issuer or any Subsidiary, or to secure surety, stay or appeal bonds to which the issuer or any Subsidiary is a party; or other similar deposits, liens or pledges made in the ordinary course of business; |
(8) | mechanics’,
workmen’s, repairmen’s, materialmen’s, or carriers’ liens; or other similar liens arising in the ordinary course of business; or deposits or pledges to obtain the release of any such liens; |
(9) | liens arising out of judgments or awards against the issuer or any Subsidiary with respect to which the issuer or such Subsidiary shall in good faith be prosecuting an appeal or proceedings for review; or liens incurred by the issuer or any Subsidiary for the purpose of obtaining a stay or discharge in the course of any legal proceeding to which the issuer or such Subsidiary is a party; |
(10) | liens for taxes not yet subject to penalties for non-payment or contested, or
minor survey exceptions, or minor encumbrances, easements or reservations of, or rights of others for, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or |
(11) | other liens, charges and encumbrances incidental to the conduct
of its business or the ownership of its property and assets which were not incurred in connection with the borrowing of money or the obtaining of advances or credit, and which do not in the aggregate materially detract from the value of its property and assets or materially impair the use thereof in the operation of its business; and |
(12) | any Mortgage created by the issuer or any Subsidiary in connection with a transaction intended by the issuer or such Subsidiary to be one or more sales of properties or assets of the issuer or such Subsidiary; provided that such Mortgage shall only apply to the properties or assets involved in such sale or sales, the income from such properties or assets and/or the proceeds of such properties or assets. |
(c) | If
at any time the issuer or any Subsidiary shall create or assume any Mortgage not permitted by subsection (b) of this covenant, to which the covenant in subsection (a) of this covenant is applicable, the issuer shall promptly deliver to the trustee (1) an officers’ certificate stating that the covenant of the issuer contained in subsection (a) of this covenant has been complied with; and (2) an opinion of counsel to the effect that such covenant has been complied with, and that any instruments executed by the issuer in the performance of such covenant comply with the requirements of such covenant. |
(d) | In the event that the issuer shall hereafter secure the debt securities equally and ratably with (or prior to) any other obligation or Indebtedness pursuant to the provisions of this covenant, the trustee is hereby
authorized to enter into an indenture or agreement supplemental hereto and to take such action, if any, as the Company may deem advisable to enable the trustee to enforce effectively the rights of the holders of the debt securities so secured equally and ratably with (or prior to) such other obligation or indebtedness. |
(a) | (i) in
the case of a merger, the issuer is the surviving entity in such merger, or (ii) in the case of a merger in which the issuer is not the surviving entity or in the case of a consolidation or a sale or conveyance of assets, the entity into which the issuer is merged or the entity which is formed by such consolidation or which acquires by sale or conveyance all or substantially all of the issuer’s assets shall be a corporation, association, company or business trust organized and existing under the laws of the United States of America or a State thereof and such successor entity shall expressly assume the due and punctual payment of the principal of and any premium and interest on all the debt securities, according to their tenor, and the due and punctual performance and observance of all of the covenants under the applicable indenture and the debt securities to be performed or observed by the issuer by a supplemental indenture in form satisfactory to the trustee, executed
and delivered to the trustee by such entity; and |
(b) | the issuer or such successor entity, as the case may be, shall not, immediately after such merger or consolidation, or such sale or conveyance, be in default in the performance or observance of any such covenant and shall not immediately thereafter have outstanding (or otherwise be liable for) any Indebtedness secured by a Mortgage not expressly permitted by the provisions of the applicable indenture or shall have secured the debt securities thereunder equally and ratably with (or prior to) any Indebtedness secured by any Mortgage not so permitted; and |
(c) | the issuer shall have delivered to the trustee an
officer’s certificate and an opinion of counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the indenture and an opinion of counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the successor entity. |
• | change the Stated Maturity of the principal of, or any installment of principal of, or interest on, any outstanding debt security; |
• | reduce the principal amount of, or the rate or amount of interest on, or any premium payable with respect to, any debt security; |
• | change the places or currency of payment of the principal of, or any premium or interest on, any debt security; |
• | impair
the right to sue for the enforcement of any payment of principal of, or any premium or interest on, any debt security on or after the date the payment is due; |
• | reduce the percentage in aggregate principal amount of outstanding debt securities of any series necessary to: |
(a) | modify or amend the applicable indenture with respect to that series, |
(b) | waive any past default or compliance with certain restrictive provisions, or |
(b) | constitute
a quorum or take action at a meeting; or |
• | otherwise modify the provisions of the indenture concerning modification or amendment or concerning waiver of compliance with certain provisions of, or certain defaults and their consequences under, the indenture, except to: |
(a) | increase the percentage of outstanding debt securities necessary to modify or amend the indenture or to give the waiver, or |
(b) | provide that certain other provisions of the applicable indenture cannot be modified or waived without the consent
of the holder of each outstanding debt security affected by the modification or waiver. |
• | to evidence
that another entity is the issuer’s or a guarantor’s successor, as applicable, and has assumed the issuer’s or guarantors obligations with respect to the debt securities; |
• | to add to the issuer’s or a guarantor’s covenants, as applicable, for the benefit of the holders of all or any series of debt securities or to surrender any of the issuer’s or guarantor’s rights or powers under the applicable indenture; |
• | to add any Events of Default to all or any series of debt securities; |
• | to delete or modify any Events of
Default with respect to all or any series of debt securities and to specify the rights and remedies of the trustee and the holders of such securities in connection therewith; |
• | to change or eliminate any restrictions on the payment of the principal of, or any premium or interest on, any debt securities, to modify the provisions relating to global debt securities, or to permit the issuance of debt securities in uncertificated form, so long as in any such case the interests of the holders of debt securities are not adversely affected in any material respect; |
• | to add to, change or eliminate any provision of the applicable indenture in respect of one or more series of debt securities, so long as either |
(a) | there is no outstanding debt security of any series entitled to the benefit of the provision; or |
(b) | the
amendment does not apply to any then outstanding debt security; |
• | to secure any series of the debt securities’ |
• | to provide for the appointment of a successor trustee with respect to the debt securities of one or more series and to add to or change any of the provisions to facilitate the administration of the trusts under the applicable indenture by more than one trustee; |
• | to facilitate the satisfaction and discharge, or Legal Defeasance or Covenant Defeasance with respect to the debt securities of any series by
the deposit in trust of money and/or Government Obligations; |
• | to cure any ambiguity, defect, mistake or inconsistency in the applicable indenture, debt security or debt security guarantee; or |
• | to make any other changes with respect to matters or questions arising under the applicable indenture, or any series of debt security or debt security guarantee so long as the action does not adversely affect the interests of the holders of the debt securities of any series in any material respect. |
(a) | either |
(1) | all debt securities that have been authenticated, except lost, stolen or destroyed debt securities that have been replaced or paid and debt securities for whose payment money has been deposited in trust and thereafter repaid to the issuer, have been delivered to the trustee for cancellation; or |
(2) | all
debt securities that have not been delivered to the trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the trustee for the giving of notice of redemption by the trustee in the name, and at the expense of the issuer, and the issuer has irrevocably deposited or caused to be deposited with the trustee as trust funds in trust solely for the benefit of the holders, cash in U.S. dollars, Government Obligations, or a combination of cash in U.S. dollars and Government Obligations, in such amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; |
(b) | the
issuer has paid or caused to be paid all sums payable by it under the indenture; and |
(c) | in the event of a deposit as provided in clause (i)(b) above, the issuer has delivered irrevocable instructions to the trustee under the indenture to apply the deposited money toward the payment of the debt securities at maturity or the redemption date, as the case may be. |
(a) | a default in the payment of any interest payable in respect of any debt security, when such interest becomes due and payable, and continuance of such default for a period of 30 days; |
(b) | a
default in the payment of the principal of and any premium on any debt security when it becomes due and payable at its maturity; |
(c) | a default in the deposit of any sinking fund payment, when and as due by the terms of a security of that series; |
(d) | a default by the issuer in the performance or breach of any covenant or warranty under the Indentures, and the continuance of such default or breach for a period of 90 days; and |
(e) | certain events in bankruptcy, insolvency or reorganization of the issuer. |
• | 2,000,000,000 shares of common stock, par value $0.01 per share; and |
• | 300,000,000 shares of preferred stock, par value $0.01 per share. |
• | restricting
dividends in respect of our common stock; |
• | diluting the voting power of our common stock or providing that holders of preferred stock have the right to vote on matters as a class; |
• | impairing the liquidation rights of our common stock; or |
• | delaying or preventing a change of control of us. |
• | a number of directors equal to a majority of the OMH board of directors, plus one director, who are designated by the Acquisition Entity, for so long as the Acquisition Entity directly or indirectly beneficially owns, together with its Permitted Transferees, at least 33% of our voting power; |
• | a number of directors equal to a majority of the OMH board of directors, minus
one director, who are designated by the Acquisition Entity, for so long as the Acquisition Entity directly or indirectly |
• | a number of directors (rounded up to the nearest whole number) that would be required to maintain the Acquisition
Entity’s proportional representation on the OMH board of directors who are designated by the Acquisition Entity for so long as the Acquisition Entity directly or indirectly beneficially owns, together with its Permitted Transferees, less than 20% but at least 10% of our voting power, provided that if the OMH board of directors consists of six or fewer directors, then the Acquisition Entity shall have the right to designate two directors; and |
• | a number of directors (rounded up to the nearest whole number) that would be required to maintain the Acquisition Entity’s proportional representation on the OMH board of directors who are designated by the Acquisition Entity for so long as the Acquisition Entity directly or indirectly beneficially owns, together with its Permitted Transferees, less than 10% but at least 5% of
our voting power, provided that if the OMH board of directors consists of six or fewer directors, then the Acquisition Entity shall have the right to designate one director. |
• | the
Acquisition Entity’s status as an equity holder of the Company; |
• | the ownership or the operation of our assets or properties and the operation or conduct of our business; and |
• | any other activities we engage in. |
• | prior to such time, our board of directors approved either the business combination or the transaction which resulted in the stockholder
becoming an interested stockholder; |
• | upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our outstanding voting stock at the time the transaction commenced, excluding certain shares; or |
• | at or subsequent to that time, the business combination is approved by our board of directors and authorized at an annual or special meeting of stockholders and not by written consent by the affirmative vote of holders of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder. |
• | any breach of the director’s duty of loyalty to us or our stockholders; |
• | intentional misconduct or a knowing violation of law; |
• | liability under Delaware corporate law for an unlawful payment of dividends or an unlawful stock purchase or redemption
of stock; or |
• | any transaction from which the director derives an improper personal benefit. |
• | The Acquisition Entity and its affiliates have the right to and have
no duty to abstain from, exercising such right to, engage or invest in the same or similar business as us, do business with any of our clients, customers or vendors or employ or otherwise engage any of our officers, directors or employees; |
• | if the Acquisition Entity or any of its affiliates or any of their officers, directors or employees acquire knowledge of a potential transaction that could be a corporate opportunity, they have no duty to offer such corporate opportunity to us, our stockholders or affiliates; |
• | we have renounced any interest or expectancy in, or in being offered an opportunity to participate in, such corporate opportunities; and |
• | all outstanding depositary shares to which it relates have been redeemed or converted; or |
• | the
depositary has made a final distribution to the holders of the depositary shares issued under the deposit agreement upon our liquidation, dissolution or winding up. |
• | the title of the warrants; |
• | the
designation, amount and terms of the securities for which the warrants are exercisable; |
• | the designation and terms of the other securities, if any, with which the warrants are to be issued and the number of warrants issued with each other security; |
• | the price or prices at which the warrants will be issued; |
• | the aggregate number of warrants; |
• | any provisions for
adjustment of the number or amount of securities receivable upon exercise of the warrants or the exercise price of the warrants; |
• | the price or prices at which the securities purchasable upon exercise of the warrants may be purchased; |
• | if applicable, the date on and after which the warrants and the securities purchasable upon exercise of the warrants will be separately transferable; |
• | if applicable, a discussion of the material U.S. federal income tax considerations applicable to the exercise of the warrants; |
• | any
other terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants; |
• | the date on which the right to exercise the warrants will commence, and the date on which the right will expire; |
• | the maximum or minimum number of warrants that may be exercised at any time; and |
• | information with respect to book-entry procedures, if any. |
• | directly to one
or more purchasers; |
• | through agents; |
• | to or through underwriters, brokers or dealers; or |
• | through a combination of any of these methods. |
• | a block trade in which a broker-dealer will attempt to sell as agent, but may position or resell a portion of the block, as principal, in order to facilitate the transaction; |
• | purchases by a broker-dealer, as principal, and resale by the broker-dealer for its account; |
• | ordinary
brokerage transactions and transactions in which a broker solicits purchasers; or |
• | privately negotiated transactions. |
• | enter into transactions with a broker-dealer or affiliate thereof in connection with which such broker-dealer or affiliate will engage in short sales of the common stock pursuant to this prospectus, in which case such broker-dealer or affiliate may use shares of common stock received from us to close out its short positions; |
• | sell
securities short and redeliver such shares to close out our short positions; |
• | enter into option or other types of transactions that require us to deliver common stock to a broker-dealer or an affiliate thereof, who will then resell or transfer the common stock under this prospectus; or |
• | loan or pledge the common stock to a broker-dealer or an affiliate thereof, who may sell the loaned shares or, in an event of default in the case of a pledge, sell the pledged shares pursuant to this prospectus. |
• | the name or names of any underwriters or agents and the amounts of securities underwritten or purchased by each of them, if any, and any obligations in relation thereto; |
• | the public offering price or purchase price of the securities and the net proceeds to be received by us from the sale; |
• | any delayed delivery arrangements; |
• | any underwriting discounts or agency fees and other items constituting underwriters’ or agents’ compensation; |
• | any discounts or concessions allowed or reallowed or paid to dealers; and |
• | any securities exchange or markets on which
the securities may be listed. |
• | at a fixed price or prices, which may be changed; |
• | at market prices prevailing at the time of sale; |
• | at
prices related to the prevailing market prices; or |
• | at negotiated prices. |
• | transfer its common stock in other ways not involving market maker or established trading markets, including directly by gift, distribution, or other transfer; |
• | sell its common stock under Rule
144 or Rule 145 of the Securities Act rather than under this prospectus, if the transaction meets the requirement of Rule 144 or Rule 145; or |
• | sell its common stock by any other legally available means. |
ITEM 14. | OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. |
Securities and Exchange Commission Registration Fee | | | $ —* |
Trustee
Fees and Expenses | | | — |
Transfer Agent Fees and Expenses | | | — |
Printing
and Engraving Fees and Expenses | | | |
Accounting Fees and Expenses | | | — |
Legal
Fees and Expenses | | | — |
Miscellaneous | | | — |
Total | | | $—** |
* | To be deferred pursuant to Rule 456(b) of the Securities Act, and calculated in connection with an offering of securities under this registration statement pursuant to Rule 457(r) of the Securities Act. |
** | These fees cannot be estimated at this time, as they are calculated based on the securities offered and the number of issuances. An estimate of the aggregate expenses in connection with the sale and distribution of the securities being offered will be included in the applicable prospectus supplement. |
ITEM 15. | INDEMNIFICATION
OF DIRECTORS AND OFFICERS. |
ITEM 16. | EXHIBITS. |
EXHIBIT
NO. | | | EXHIBIT |
1.1* | | | Form
of Underwriting Agreement for common stock, preferred stock, warrants or debt securities. |
| | ||
| | Restated
Certificate of Incorporation of OneMain Holdings, Inc. (formerly Springleaf Holdings, Inc.) Incorporated by reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q for the period ended September 30, 2013, filed on November 12, 2013. | |
| | ||
| | Amendment
to Restated Certificate of Incorporation of OneMain Holdings, Inc. Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on November 17, 2015. | |
| | ||
| | Amended
and Restated Articles of Incorporation of Springleaf Finance Corporation (formerly American General Finance Corporation). Incorporated by reference to Exhibit 3a. to our Annual Report on Form 10-K for the fiscal year ended December 31, 2010, filed on March 30, 2011. | |
| | ||
| | Articles
of Amendment to Amended and Restated Articles of Incorporation of OneMain Finance Corporation (formerly Springleaf Finance Corporation). Incorporated by reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q for the period ended June 30, 2020, filed on July 30, 2020. | |
| | ||
| | Amended
and Restated Bylaws of OneMain Holdings, Inc.(formerly Springleaf Holdings, Inc.) Incorporated by reference to Exhibit 3.2 to our Quarterly Report on Form 10-Q for the period ended September 30, 2013, filed on November 12, 2013. | |
| | ||
| | First
Amendment to the Amended and Restated Bylaws of OneMain Holdings, Inc. (formerly Springleaf Holdings, Inc.). Incorporated by reference to Exhibit 3.b.1 to our Annual Report on Form 10-K for the period ended December 31, 2015, filed on February 29, 2016. | |
| | ||
| | Amended
and Restated By-laws of Springleaf Finance Corporation (formerly American General Finance Corporation), as amended to date. Incorporated by reference to Exhibit 3b to our Annual Report on Form 10-K for the fiscal year ended December 31, 2010, filed on March 30, 2011. | |
| | ||
| | Second
Amendment to the Amended and Restated Bylaws of OneMain Finance Corporation (formerly Springleaf Finance Corporation). Incorporated by reference to Exhibit 3.2 to our Quarterly Report on Form 10-Q for the period ended June 30, 2020, filed on July 30, 2020. | |
| | ||
| | Form
of OMH Debt Securities Indenture (including form of OMH Debt Security). | |
| | ||
| | Indenture,
dated as of December 3, 2014, by OneMain Finance Corporation (formerly Springleaf Finance Corporation), OneMain Holdings, Inc. (formerly Springleaf Holdings, Inc.), as Guarantor, and Wilmington Trust, National Association. Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on December 3, 2014. | |
| | ||
| | Third
Supplemental Indenture, dated as of May 15, 2017, by and among OneMain Finance Corporation (formerly Springleaf Finance Corporation), OneMain Holdings, Inc., as Guarantor, and Wilmington Trust, National Association, as Trustee (including the form of 6.125% Senior Notes due 2022 included therein as Exhibit A). Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed on May 15, 2017. | |
| |
EXHIBIT NO. | | | EXHIBIT |
| | Fourth
Supplemental Indenture, dated as of December 8, 2017, by and among OneMain Finance Corporation (formerly Springleaf Finance Corporation), OneMain Holdings, Inc., as Guarantor, and Wilmington Trust, National Association, as Trustee (including the form of 5.625% Senior Notes due 2023 included therein as Exhibit A). Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed on December 8, 2017. | |
| | ||
| | Fifth
Supplemental Indenture, dated as of March 12, 2018, by and among OneMain Finance Corporation (formerly Springleaf Finance Corporation), OneMain Holdings, Inc., as Guarantor, and Wilmington Trust, National Association, as Trustee (including the form of 6.875% Senior Notes due 2026 included therein as Exhibit A). Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed on March 12, 2018. | |
| | ||
| | Sixth
Supplemental Indenture, dated as of May 11, 2018, by and among OneMain Finance Corporation (formerly Springleaf Finance Corporation), OneMain Holdings, Inc., as Guarantor, and Wilmington Trust, National Association as Trustee (including the form of 7.125% Senior Notes due 2026 included therein as Exhibit A). Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed on May 11, 2018. | |
| | ||
| | Seventh
Supplemental Indenture, dated February 22, 2019, by and among OneMain Finance Corporation (formerly Springleaf Finance Corporation), OneMain Holdings, Inc., as Guarantor, and Wilmington Trust, National Association as Trustee (including the form of 6.125% Senior Notes due 2024 included therein as Exhibit A). Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed on February 22, 2019. | |
| | ||
| | Eighth
Supplemental Indenture, dated May 9, 2019, by and among OneMain Finance Corporation (formerly Springleaf Finance Corporation), OneMain Holdings, Inc., as Guarantor, and Wilmington Trust, National Association as Trustee (including the form of 6.625% Senior Notes due 2028 included therein as Exhibit A). Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K on May 9, 2019. | |
| | ||
| | Ninth
Supplemental Indenture, dated November 7, 2019, by and among OneMain Finance Corporation (formerly Springleaf Finance Corporation), OneMain Holdings, Inc., as Guarantor, and Wilmington Trust, National Association as Trustee (including the form of 5.375% Senior Notes due 2026 included therein as Exhibit A). Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K on November 7, 2019. | |
| | ||
| | Tenth
Supplemental Indenture, dated as of May 14, 2020, among OneMain Finance Corporation, OneMain Holdings, Inc., as Guarantor, and Wilmington Trust, National Association as Trustee (including the form of 8.875% Senior Notes due 2025 included therein as Exhibit A). Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K on May 14, 2020. | |
| | ||
4.19* | | | Form
of Preferred Stock Certificate. |
| | ||
4.20* | | | Form
of Debt Warrant Agreement. |
| | ||
4.21* | | | Form
of Debt Warrant Certificate. |
| | ||
4.22* | | | Form
of Stock Warrant Agreement. |
| | ||
4.23* | | | Form
of Stock Warrant Certificate. |
| |
EXHIBIT NO. | | | EXHIBIT |
4.24* | | | Form
of Deposit Agreement. |
| | ||
4.25* | | | Form
of Depositary Receipt. |
| | ||
4.26* | | | Form
of Purchase Contract Agreement setting forth Stock Purchase Contracts and Stock Purchase Units. |
| | ||
| | Opinion
of Sidley Austin LLP as to legality. | |
| | ||
| | Opinion
of Jack R. Erkilla, Esq. as to legality. | |
| | ||
| | OMH
Consent of PricewaterhouseCoopers LLP, independent registered public accountant firm. | |
| | ||
| | OMFC
Consent of PricewaterhouseCoopers LLP, independent registered public accountant firm. | |
| | ||
| | Consent
of Sidley Austin LLP (included in Exhibit 5.1). | |
| | ||
| | Consent
of Jack R. Erkilla, Esq. (included in Exhibit 5.2). | |
| | ||
| | Powers
of Attorney (included on the signature pages hereto). | |
| | ||
| | Statement
of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of Wilmington Trust, National Association, with respect to Exhibits 4.9 and 4.10. |
* | To be filed, if necessary, as an exhibit to a post-effective amendment to this registration statement or as an exhibit to a Current Report on Form 8-K to be filed by the registrant in connection with a specific offering, and incorporated herein by reference. |
ITEM 17. | UNDERTAKINGS. |
(a) | Each of the undersigned registrants hereby undertake: |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
(2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering. |
(4) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
(i) | Each prospectus filed by a registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
(ii) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration
statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
(5) | Such undersigned registrant hereby undertakes that, for the purpose of determining liability of such registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, such undersigned registrant undertakes that in a primary offering of securities of such undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the
following communications, such undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | Any preliminary prospectus or prospectus of such undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of such undersigned registrant or used or referred to by such undersigned registrant; |
(iii) | The portion of any other
free writing prospectus relating to the offering containing material information about such undersigned registrant or its securities provided by or on behalf of such undersigned registrant; and |
(iv) | Any other communication that is an offer in the offering made by such undersigned registrant to the purchaser. |
(b) | Each of the undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of such registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(c) | If the securities being registered are offered to existing securityholders pursuant to warrants or subscription rights and any securities not taken by securityholders are to be reoffered to the public, each of the undersigned registrants hereby undertakes to supplement the prospectus, after the expiration of the subscription period, to set forth the results of the subscription offer, the transactions by the underwriters during the subscription period,
the amount of unsubscribed securities to be purchased by the underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters is to be made on terms differing from those set forth on the cover page of the prospectus or applicable prospectus supplement, a post-effective amendment will be filed to set forth the terms of such offering. |
(d) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of each of the registrants pursuant to the provisions described under Item 15 above, or otherwise, such registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the payment by a registrant of expenses incurred or paid by a director, officer or controlling person of a registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, that registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. |
| | ONEMAIN HOLDINGS, INC. | ||||
| | | | |||
| | By: | | | /s/
Micah R. Conrad | |
| | Name: | | | ||
| | Title: | | | Executive Vice President and Chief Financial Officer |
NAME | | | TITLE | | | DATE |
| | President, Chief Executive Officer and Director (Principal Executive Officer) | | | ||
| ||||||
| | | | |||
/s/
Micah R. Conrad | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | | |
| ||||||
| | | | |||
| | Senior Vice President and Group Controller (Principal Accounting Officer) | | | ||
| | |||||
| | | | |||
/s/
Jay N. Levine | | | Chairman of the Board and Director | | | |
| | | | |||
| | | | |||
/s/
Roy A. Guthrie | | | Director | | | |
| | | | |||
| | | | |||
/s/
Lisa Green Hall | | | Director | | | |
| | | | |||
| | | | |||
| | Director | | | ||
| | | | |||
| | | |
NAME | | | TITLE | | | DATE |
/s/
Aneek S. Mamik | | | Director | | | |
| | | | |||
| | | | |||
| | Director | | | ||
| | | | |||
| | | | |||
| | Director | | | ||
| | | | |||
| | | | |||
/s/
Richard A. Smith | | | Director | | | |
| | | |
| | ONEMAIN FINANCE CORPORATION | ||||
| | | | |||
| | By: | | | /s/
Micah R. Conrad | |
| | Name: | | | ||
| | Title: | | | Executive Vice President and Chief Financial Officer |
NAME | | | TITLE | | | DATE |
| | President, Chief Executive Officer and Director (Principal Executive Officer) | | | ||
| ||||||
| | | | |||
/s/
Micah R. Conrad | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) and Director | | | |
| ||||||
| | | | |||
| | Senior Vice President and Group Controller (Principal Accounting Officer) | | | ||
| ||||||
| | | | |||
/s/
Adam L. Rosman | | | Executive Vice President & General Counsel and Director | | | |
|
This ‘S-3ASR’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on / Effective on: | 11/6/20 | 4 | ||
10/22/20 | ||||
9/30/20 | 10-Q | |||
7/30/20 | 10-Q | |||
7/1/20 | ||||
6/30/20 | 10-Q | |||
5/14/20 | 8-K | |||
3/31/20 | 10-Q | |||
12/31/19 | 10-K, 4, 5, ABS-15G | |||
11/7/19 | 8-K | |||
9/20/19 | ||||
7/1/19 | ||||
5/9/19 | 8-K | |||
2/22/19 | 4, 4/A, 8-K | |||
6/25/18 | 3, 4, 8-K | |||
6/22/18 | 8-K | |||
5/11/18 | 4, 8-K | |||
3/12/18 | 8-K | |||
12/8/17 | 4, 8-K | |||
5/15/17 | 8-K | |||
2/29/16 | 10-K | |||
12/31/15 | 10-K, 4, ABS-15G | |||
11/17/15 | 3, 4, 8-K | |||
11/15/15 | 3, 4, 8-K/A | |||
12/3/14 | 8-K | |||
11/12/13 | 10-Q, 8-K, EFFECT | |||
9/30/13 | 10-Q, 10-Q/A, 8-K, 8-K/A | |||
3/30/11 | 10-K | |||
12/31/10 | 10-K | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/13/23 OneMain Holdings, Inc. S-3ASR 10/13/23 8:4.3M Workiva Inc Wde… FA01/FA |