IEG Holdings Corporation (OTCPK:IEGH) agreed to acquire OneMain Holdings, Inc. (NYSE:OMF) for $1.5 billion on December 16, 2016. Under the offer, IEG will exchange its two shares of common stock for each outstanding share of OneMain. The former OneMain stockholders would own approximately 96.5% of the shares of IEG Holdings common stock outstanding after the offer closes if all OneMain shares are tendered in the offer. The purpose of the offer is for IEG to acquire as many shares of OneMain as possible, up to 100% of OneMain's outstanding common stock; provided, however, that IEG is willing to accept any number of shares of OneMain common stock, even if such shares, in the aggregate, constitute less than a majority of OneMain's outstanding common stock. As of March 27, 2017, IEG will exchange 20 shares of IEG's common stock, par value $0.001 per share, for each share of common stock of OneMain, par value $0.01 per share, up to an aggregate of 6,747,723 shares of OneMain common stock, representing approximately 4.9% of OneMain's outstanding shares as of May 1, 2017, validly tendered and not properly withdrawn in the offer. IEG estimates that, assuming all 6,747,723 OneMain shares are tendered in the offer, former OneMain stockholders would own, in the aggregate, approximately 93.3% of the shares of IEG common stock outstanding after the offer closes. IEG will not provide any consideration for outstanding OneMain restricted stock units or other convertible securities. IEG intends to use its OneMain stockholdings to become an activist investor.

The transaction is conditioned upon waiting period under the Hart-Scott-Rodino Antitrust Improvements Act having expired or been terminated and registration statement on Form S-4 of which this document is a part having become effective. No dissenters' rights are available in connection with the offer. The offer has been approved by the Board of IEG. As on January 9, 2017, OneMain's Board of Directors unanimously rejected unsolicited exchange offer from IEG Holdings and determined that the offer is grossly inadequate and reckless. The Board of Directors unanimously recommended the shareholders of OneMain to reject the offer and not tender shares pursuant to the offer. The transaction is expected to close on February 6, 2017. As on February 7, 2017, IEG extended tender offer to March 27, 2017. As on March 27, 2017, IEG Holdings Corp extended tender offer to May 5, 2017. As on May 8, 2017, IEG Holdings Corp extended tender offer to June 15, 2017. No subsequent offering period will be available following the expiration of the offer. The acquisition would be substantially accretive to earnings and net asset per share for IEG Holdings stockholders. As on May 19, 2017, a Notice of Registration Statement Effectiveness was filed with SEC by IEG.

Computershare Trust Company, NA acted as depository bank and Georgeson Inc. acted as the information agent to IEG Holdings. Laura Anthony of Legal & Compliance acted as legal advisor to IEG. Joseph A. Coco and Thomas W. Greenberg of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors to OneMain in the transaction. The Depository Trust Company acted as depository bank and exchange agent to IEG.

IEG Holdings Corporation (OTCPK:IEGH) completed the acquisition of 0.11% stake in OneMain Holdings, Inc. (NYSE:OMF) for $10.6 million on June 15, 2017. Under the tender offer transaction, IEG acquired 0.15 million OneMain shares in exchange for 3.034 million shares of IEG common stock. Paul Mathieson is expected to join as an IEG Holdings representative on OneMain's board of directors and management team post closing.