OneMain Holdings Inc美股招股说明书(2025-07-30版)

OneMain Finance Corporation$750,000,0006.125% Senior Notes due 2030 OneMain Finance Corporation (“OMFC”) is offering $750,000,000 aggregate principal amount of its 6.125% Senior Notes due2030 (the “notes”). The notes will bear interest at a rate of 6.125% per annum and will mature on May15, 2030. Interest willaccrue on the notes from August 12, 2025. Interest on the notes is payable on May15 and November15 of each year, commencingon November15, 2025. The notes will be redeemable, in whole or in part, at any time on or after November15, 2029 (six months prior to the maturity dateof the notes), at a redemption price equal to 100% of the principal amount of the notes being redeemed, plus accrued and unpaidinterest on such principal amount, if any, to, but excluding, the date of redemption. At any time prior to November15, 2029 (sixmonths prior to the maturity date of the notes), the notes will be redeemable, in whole or in part, at the applicable redemption pricedescribed 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 FinancialHoldings, 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 andfuture unsubordinated debt. The notes will be effectively subordinated to all of OMFC’s secured obligations to the extent of thevalue of the assets securing such obligations, and structurally subordinated to all existing and future liabilities of OMFC’ssubsidiaries (including OneMain). OMFC intends to use the net proceeds from this offering to redeem all of its outstanding 9.000% Senior Notes due 2029; anyadditional proceeds following the redemption will be used for general corporate purposes, which may include additional debtrepurchases and repayments. This prospectus supplement is not a notice of redemption or a solicitation of an offer for the 9.000%Senior Notes due 2029. See “Use of Proceeds.” Investing in the notes involves risks. See “Risk Factors” beginning on page S-6of this prospectus supplement and page7ofthe accompanying prospectus and those risk factors in the documents incorporated by reference in this prospectussupplement and the accompanying prospectus. (1)Plus accrued interest, if any, from August 12, 2025, 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 orcomplete. 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 TrustCompany (“DTC”) to the accounts of its participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System, andClearstream Banking S.A., on or about August 12, 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 informationappearingin 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 acc