Issuer:
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Springleaf Finance Corporation (the “Issuer”)
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Aggregate Principal Amount:
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$600,000,000
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Title of Securities:
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8.875% Senior Notes due 2025 (the “Notes”)
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Maturity Date:
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June 1, 2025
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Offering Price:
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100.000%, plus accrued interest from May 14, 2020
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Coupon:
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8.875%
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Yield:
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8.872%
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Spread:
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851 basis points
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Benchmark Treasury:
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2.875% UST due May 31, 2025
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Gross Proceeds to Issuer:
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$600,000,000
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Net Proceeds to Issuer After Gross Spread:
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$592,500,000
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Gross Spread:
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1.250%
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Distribution:
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SEC Registered
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CUSIP and ISIN Numbers:
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CUSIP: 85172F AS8
ISIN: US85172FAS83 |
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Denominations:
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$2,000 and integral multiples of $1,000
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Interest Payment Dates:
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June 1 and December 1
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First Interest Payment Date:
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December 1, 2020
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Record Dates:
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May 15 and November 15
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Optional Redemption:
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Except as set forth in the next two succeeding paragraphs, the Notes are not subject to redemption prior to the Stated Maturity, and there is no sinking fund for the Notes.
On and after June 1, 2022, the Issuer may redeem, at its option, all or, from time to time, part of the Notes, upon not less than 30 nor more than 60 days’ prior notice (with a copy to the Trustee), at the applicable redemption price set
forth below (expressed as a percentage of the principal amount of Notes to be redeemed), plus accrued and unpaid interest on the Notes, if any, to, but excluding, the applicable redemption date (subject to the right of holders of record on
the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period beginning on June 1 of each of the years indicated below:
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Year
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Percentage
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2022
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104.438%
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2023
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102.219%
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2024
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100.000%
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In addition, prior to June 1, 2022, the Issuer may redeem, at its option, all or, from time to time, part of the Notes, upon not less than 30 nor more than 60 days’ prior notice (with a copy to the Trustee) at a redemption price equal to
the sum of (i) 100% of the principal amount thereof, plus (ii) the Applicable Premium as of the date of redemption, plus (iii) accrued and unpaid interest on the Notes, if any, to, but excluding, the date of redemption (subject to the right
of holders of record on the relevant record date to receive interest due on the relevant interest payment date).
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“Applicable Premium” means, with respect to any Note on any date of redemption, the greater of (a) 1.0% of the principal amount of the Note; and (b) the excess, if any, as determined by the Issuer,
of (1) the present value at such redemption date of (x) the redemption price of the Note at June 1, 2022 (such redemption price being set forth in the table above), plus (y) all required interest payments due on the Note through June 1, 2022
(excluding accrued but unpaid interest to the date of redemption), discounted to the date of redemption on a semi-annual basis using a discount rate equal to the Treasury Rate as of such date of redemption plus 50 basis points; over (2) the
principal amount of the Note.
“Treasury Rate” means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most
recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar
market data)) most nearly equal to the period from the redemption date to June 1, 2022; provided, however, that if the period from the redemption date to June 1, 2022 of such Notes is less than one year, the weekly average yield on actively
traded United States Treasury securities adjusted to a constant maturity of one year will be used.
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Joint Book-Running Managers:
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Barclays Capital Inc.
Citigroup Global Markets Inc.
BNP Paribas Securities Corp.
Goldman Sachs & Co. LLC
Mizuho Securities USA LLC
RBC Capital Markets, LLC
SG Americas Securities, LLC
Citizens Capital Markets, Inc.
Deutsche Bank Securities Inc.
Morgan Stanley & Co. LLC
NatWest Markets Securities Inc.
Regions Securities LLC
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Co-Managers:
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Natixis Securities Americas LLC
Academy Securities, Inc.
R. Seelaus & Co., LLC
Siebert Williams Shank & Co., LLC
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Trade Date:
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May 12, 2020
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Settlement Date:
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May 14, 2020 (T+2).
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Ratings1:
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Ba3 (Moody’s) / BB- (S&P) / BB+ (Kroll)
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Offering Size and Use of Proceeds:
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The total offering size has been increased from $400 million to $600 million, which represents an increase of $200 million from the amount reflected in the Preliminary Prospectus Supplement. The Issuer intends to use the net proceeds from
this offering for general corporate purposes, which may include paydowns of revolving indebtedness.
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