OneMain Holdings Inc美股招股说明书(2025-03-05版)

OneMain Finance Corporation$600,000,0006.750% Senior Notes due 2032 OneMain Finance Corporation (“OMFC”) is offering $600,000,000 aggregate principal amount of its 6.750% SeniorNotes due 2032 (the “notes”). The notes will bear interest at a rate of 6.750% per annum and will mature onMarch 15, 2032. Interest will accrue on the notes from March 13, 2025. Interest on the notes is payable on March 15and September 15 of each year, commencing on September 15, 2025. The notes will be redeemable, in whole or in part, at any time on or after March 15, 2028 at the redemption pricesset forth in this prospectus supplement under “Description of the Notes—Optional Redemption,” plus accrued andunpaid interest, if any, to, but excluding, the date of redemption. At any time prior to March 15, 2028, the notes willbe redeemable, in whole or in part, at a redemption price equal to 100% of the principal amount of the notes, plusaccrued and unpaid interest, if any, to, but excluding, the date of redemption, plus a “make-whole” premium, asdescribed under “Description of the Notes—Optional Redemption.” The notes will be guaranteed by OMFC’s direct parent company, OneMain Holdings, Inc. (“OMH”), of whichOMFC 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 ofOMFC’s existing and future unsubordinated debt. The notes will be effectively subordinated to all of OMFC’ssecured obligations to the extent of the value of the assets securing such obligations, and structurally subordinated toall existing and future liabilities of OMFC’s subsidiaries (including OneMain). OMFC intends to use all of the net proceeds from this offering for general corporate purposes, which may includedebt repurchases or repayments. See “Use of Proceeds.” Investing in the notes involves risks. See “Risk Factors” beginning on page S-7 of this prospectus supplementand page 7 of the accompanying prospectus and those risk factors in the documents incorporated byreference in this prospectus supplement and the accompanying prospectus. PerNoteNoteTotalPublic offering price(1)100.000%$600,000,000Underwriting discount1.000%$6,000,000Proceeds, before expenses, to us99.000%$594,000,000(1)Plus accrued interest, if any, from March 13, 2025, if settlement occurs after that date. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission hasapproved or disapproved of these securities or determined if this prospectus supplement or the accompanyingprospectus 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 TheDepository Trust Company (“DTC”) to the accounts of its participants, including Euroclear Bank S.A./N.V., asoperator of the Euroclear System, and Clearstream Banking S.A., on or about March 13, 2025. TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of a “shelf” registration statementthat we filed with the SEC. Under this shelf registration process, we may sell the securities described in theaccompanying prospectus at our discretion in one or more offerings. You should read (i) this prospectussupplement, (ii) the accompanying prospectus, (iii) any free writing prospectus prepared by or on behalf of usor to which we have referred you and (iv) the documents incorporated by reference herein and therein thatare described in this prospectus supplement and the accompanying prospectus under the heading “WhereYou Can Find More Information.” We and the underwriters have not authorized anyone to provide you with any information other than thatcontained or incorporated by reference in this prospectus supplement, the accompanying prospectus or anyfree writing prospectus prepared by or on behalf of us or to which we have referred you. We take noresponsibility for, and can provide no assurance as to the reliability of, any other information that others mayhave provided you. We and the underwriters are offering to sell, and seeking offers to buy, these securitiesonly in jurisdictions where the offers and sales are permitted. You should assume that the informationappearing in this prospectus supplement and the accompanying prospectus or any other documentsincorporated by reference in either is accurate only as of the stated date of each document in which theinformation is contained. After the stated date, our business, financial condition, results of operations andprospects may have changed. This prospectus supplement and the accompanying prospectus summarize certain document