Item 1.01. Entry into a Material Definitive Agreement.
Underwriting Agreement
On July 29, 2021, OneMain Holdings, Inc. (the "Company") entered into an
Underwriting Agreement (the "Underwriting Agreement") with OMH (ML), L.P., an
entity managed by affiliates of Apollo Global Management, Inc., in its capacity
as selling stockholder (the "Selling Stockholder"), and Barclays Capital Inc.,
as underwriter (the "Underwriter"), in connection with the offer and sale by the
Selling Stockholder of up to 10,925,000 shares (the "Shares") of common stock,
par value $0.01 per share (the "Common Stock"), of the Company (including up to
1,425,000 shares pursuant to the Underwriter's option to purchase additional
shares of Common Stock as set forth in Section 2(b) of the Underwriting
Agreement). On July 30, 2021, the Underwriter exercised in full its option to
purchase additional shares of Common Stock, and on August 3, 2021, the offering
and sale of 10,925,000 Shares by the Selling Stockholder to the Underwriter was
completed.
Also pursuant to the Underwriting Agreement, on August 3, 2021, the Company
purchased from the Underwriter 1,700,000 of the Shares that were sold by the
Selling Stockholder in the offering, at a purchase price of $58.36 per share,
which is equal to the price at which the Underwriter purchased the Shares from
the Selling Stockholder, resulting in an aggregate purchase price of $99.2
million (the "Concurrent Share Buyback"). The terms and conditions of the
Concurrent Share Buyback were reviewed and approved by a special committee of
the Company's board of directors (the "Board"), comprised of independent and
disinterested directors of the Company. The Concurrent Share Buyback was made
pursuant to a new Board authorization and did not reduce availability under the
Company's stock repurchase program commenced during the second quarter of 2021.
The Concurrent Share Buyback was funded from Company cash on hand. The
Underwriter did not receive any compensation for the Shares repurchased by the
Company.
The Underwriting Agreement contains customary representations, warranties,
covenants and closing conditions. It also provides for customary indemnification
by each of the Company, the Selling Stockholder and the Underwriter against
certain liabilities and customary contribution provisions in respect of those
liabilities. The Underwriting Agreement is attached hereto as Exhibit 1.1 and is
incorporated herein by reference. The foregoing description of the terms of the
Underwriting Agreement is qualified in its entirety by reference to such
exhibit.
The offering and sale of the Shares were made pursuant to the Company's
effective automatic shelf registration statement (File No. 333-249937) and
related prospectus supplement filed with the Securities and Exchange
Commission. In connection with the offering and sale of the Shares, Sidley
Austin LLP provided the Company with the legal opinion filed as Exhibit 5.1 to
this Current Report on Form 8-K, which is incorporated herein by reference.
The Underwriter and its affiliates have engaged in, and may in the future engage
in, investment banking and other commercial dealings in the ordinary course of
business with the Company or its affiliates. They have received, or may in the
future receive, customary fees and commissions for these transactions.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
1.1 Underwriting Agreement, dated July 29, 2021, among OneMain Holdings,
Inc., OMH (ML), L.P., as the selling stockholder, and Barclays
Capital Inc., as the underwriter.
5.1 Opinion of Sidley Austin LLP
23.1 Consent of Sidley Austin LLP (included as part of Exhibit 5.1
hereto).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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