学贷美美股招股说明书(2025-01-30版)

$500,000,000 $500,000,000 6.500% Senior Notes due 2030 We are offering $500,000,000 aggregate principal amount of 6.500% Senior Notes due 2030 (the“notes”). Interest on the notes will be payable semi-annually in arrears on January 31 and July 31 of eachyear, beginning on July 31, 2025. We may redeem the notes, in whole or in part, at any timebefore their maturity date at the prices described under “Description of the Notes—OptionalRedemption.” The notes will be our senior obligations and will rank without preference or priority amongthemselves and equally in right of payment with all of our existing and future unsecured andunsubordinated obligations. The notes are not savings accounts, deposits or other obligations ofany of our bank or non-bank subsidiaries and are not insured or guaranteed by the FederalDeposit Insurance Corporation (the “FDIC”) or any other governmental agency. The notes areeffectively subordinated to our secured obligations to the extent of the value of the collateralsecuring such obligations and are structurally subordinated to all indebtedness and otherliabilities of our subsidiaries, including our bank subsidiary. The notes will not be listed on any securities exchange. Currently, there is no established tradingmarket for the notes. None of the Securities and Exchange Commission (the “SEC”), the FDIC or any statesecurities commission has approved or disapproved of these securities or passed upon theadequacy or accuracy of this prospectus supplement or the accompanying prospectus. Anyrepresentation to the contrary is a criminal offense. The underwriters expect to deliver the notes to purchasers in book-entry form only through TheDepository Trust Company, for the benefit of its participants, including Clearstream Banking,S.A. and Euroclear Bank S.A./N.V., on or about January 31, 2025. Joint Book-Running Managers Barclays Co-Managers Goldman Sachs & Co. LLCRBC Capital Markets January 29, 2025 Table of Contents TABLE OF CONTENTS Prospectus Supplement About This Prospectus SupplementCautionary Note Regarding Forward-Looking StatementsSummarySummary Historical Financial Information Risk FactorsUse of ProceedsCapitalizationDescription of the NotesMaterial U.S. Federal Income Tax ConsequencesCertain ERISA ConsiderationsUnderwritingLegal MattersExpertsIncorporation by Reference Prospectus This document is in two parts. The first part is this prospectus supplement, which contains the terms of this offeringof notes. The second part, the accompanying prospectus dated July 31, 2024, which is part of our RegistrationStatement on Form S-3, gives more general information, some of which may not apply to this offering. This prospectus supplement and the information incorporated by reference in this prospectus supplement may addto, update or change information contained in the accompanying prospectus. If there is any inconsistency betweenthe information in this prospectus supplement, on the one hand, and the information contained in the accompanyingprospectus or any document incorporated herein or therein by reference, on the other hand, the information in thisprospectus supplement will apply and will supersede the information in the accompanying prospectus. It is important for you to read and consider all information contained or incorporated by reference in this prospectussupplement, the accompanying prospectus and any free writing prospectus relating to this offering in making yourinvestment decision. You should also read and consider the information in the documents to which we have referredyou in “Where You Can Find More Information” in the accompanying prospectus. Neither we nor any of the underwriters have authorized anyone to provide any information other than that containedin or incorporated by reference in this prospectus supplement, the accompanying prospectus and any free writingprospectus relating to this offering prepared by us or on our behalf or to which we have referred you. We and theunderwriters take no responsibility for, and can provide no assurance as to the reliability of, any other informationthat others may give you. Neither we nor any of the underwriters is making an offer to sell or seeking offers to buy these securities in anyjurisdiction where or to any person to whom the offer or sale is not permitted. The information contained orincorporated by reference in this prospectus supplement, the accompanying prospectus or any free writingprospectus that we may provide you in connection with this offering or other offering material filed by us with theSEC is accurate only as of the date of those documents or information, regardless of the time of delivery of thedocuments or information or the time of any sale of the securities. Our business, financial condition, results ofoperations and future growth prospects may have changed since those respective dates. For investors outside the United States: Neither we nor any of the underwriters have done anything tha