Obligation Springleaf Finance Corp 8.25% ( US85172FAF62 ) en USD

Springleaf Finance Corp

100.8 % ⇌

Etats-unis

US85172FAF62 ( en USD )

8.25% par an ( paiement semestriel )

30/09/2023 - Obligation échue

Prospectus brochure de l'obligation Springleaf Finance Corp US85172FAF62 en USD 8.25%, échue

2 000 USD

300 000 000 USD

85172FAF6

BB- ( Spéculatif )

Ba3 ( Spéculatif )

L'Obligation émise par Springleaf Finance Corp ( Etats-unis ) , en USD, avec le code ISIN US85172FAF62, paye un coupon de 8.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/09/2023

L'Obligation émise par Springleaf Finance Corp ( Etats-unis ) , en USD, avec le code ISIN US85172FAF62, a été notée Ba3 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Springleaf Finance Corp ( Etats-unis ) , en USD, avec le code ISIN US85172FAF62, a été notée BB- ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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TABLE OF CONTENTS
Table of Contents
Filed pursuant to Rule 424(b)(3)
Registration Statement No. 333-191980
PROSPECTUS
Springleaf Finance Corporation
Offers to Exchange
$300,000,000 aggregate principal amount of 6.000% Senior Notes due 2020, which have been registered
under the Securities Act of 1933,
for $300,000,000 aggregate principal amount of outstanding 6.000%
Senior Notes due 2020.
$650,000,000 aggregate principal amount of 7.750% Senior Notes due 2021, which have been registered
under the Securities Act of 1933,
for $650,000,000 aggregate principal amount of outstanding 7.750%
Senior Notes due 2021.
$300,000,000 aggregate principal amount of 8.250% Senior Notes due 2023, which have been registered
under the Securities Act of 1933,
for $300,000,000 aggregate principal amount of outstanding 8.250%
Senior Notes due 2023.
Springleaf Finance Corporation. (the "Issuer" or "SFC") hereby offers, upon the terms and subject to the conditions set forth in this
prospectus and the accompanying letter of transmittal (which together constitute the "Exchange Offers"), to exchange up to $300,000,000 in
aggregate principal amount of its registered 6.000% Senior Notes due 2020 (the "New 2020 Notes"), $650,000,000 in aggregate principal
amount of its registered 7.750% Senior Notes due 2021 (the "New 2021 Notes") and $300,000,000 in aggregate principal amount of its
registered 8.250% Senior Notes due 2023 (the "New 2023 Notes," and together with the New 2020 Notes and the New 2021 Notes, the
"New Notes"), for a corresponding and like aggregate principal amount of its outstanding 6.000% Senior Notes due 2020 (the "Old 2020
Notes"), 7.750% Senior Notes due 2021 (the "Old 2021 Notes") and 8.250% Senior Notes due 2023 (the "Old 2023 Notes," and together
with the Old 2020 Notes and Old 2021 Notes, the "Old Notes"), respectively. We refer to the Old 2020 Notes and the New 2020 Notes
collectively as the "2020 Notes." We refer to the Old 2021 Notes and the New 2021 Notes collectively as the "2021 Notes." We refer to the
Old 2023 Notes and the New 2023 Note collectively as the "2023 Notes." We refer to the Old Notes and New Notes collectively as the
"Notes." The terms of the New Notes are identical to the terms of the related Old Notes in all material respects, except for the elimination
of some transfer restrictions, registration rights and additional interest provisions relating to the Old Notes. The Notes will be exchanged in
denominations of $2,000 and in integral multiples of $1,000.
We will exchange any and all Old Notes that are validly tendered and not validly withdrawn prior to 5:00 p.m., New York City
time, on December 10, 2013 (the "Expiration Date"), unless extended.
We have not applied, and do not intend to apply, for listing of the notes on any national securities exchange or automated quotation
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system.
See "Risk Factors" beginning on page 9 of this prospectus for a discussion of certain risks that you should consider before
participating in these Exchange Offers.
Each broker-dealer that receives the New Notes for its own account pursuant to the Exchange Offers must acknowledge that it will
deliver a prospectus in connection with any resale of such new securities. The accompanying letter of transmittal states that by so
acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning
of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in
connection with resales of New Notes received in exchange for Old Notes where such Old Notes were acquired by such broker-dealer as a
result of market-making activities or other trading activities. We have agreed that, starting on the expiration date and ending on the close of
business 90 days after the expiration date, we will make this prospectus available to any broker-dealer for use in connection with any such
resale. See "Plan of Distribution".
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities
or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is November 8, 2013.
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Table of Contents
TABLE OF CONTENTS

PROSPECTUS SUMMARY
1

RISK FACTORS
9

FORWARD-LOOKING STATEMENTS
20

THE EXCHANGE OFFERS
22

USE OF PROCEEDS
32

RATIO OF EARNINGS TO FIXED CHARGES
33

CAPITALIZATION
34

SELECTED HISTORICAL CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
35

DESCRIPTION OF OTHER INDEBTEDNESS
38

DESCRIPTION OF NOTES
42

BOOK-ENTRY SETTLEMENT AND CLEARANCE
55

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
57

PLAN OF DISTRIBUTION
58

LEGAL MATTERS
59

EXPERTS
59

MARKET AND INDUSTRY DATA AND FORECASTS
59

WHERE YOU CAN FIND ADDITIONAL INFORMATION
59

INCORPORATION OF DOCUMENTS BY REFERENCE
60

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES
60
You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized anyone to
give you any information or to make any representations about us or the transactions we discuss in this prospectus other than those
contained or incorporated by reference in this prospectus. If you are given any information or representations about these matters that is not
discussed in this prospectus, you must not rely on that information. This prospectus is not an offer to sell or a solicitation of an offer to buy
securities anywhere or to anyone where or to whom we are not permitted to offer or sell securities under applicable law. The delivery of
this prospectus does not, under any circumstances, mean that there has not been a change in our affairs since the date of this prospectus.
Subject to our obligation to amend or supplement this prospectus as required by law and the rules of the SEC, the information contained in
this prospectus is correct only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of these
securities.
Until February 6, 2014 (90 days after the date of this prospectus), all dealers effecting transactions in the New Notes, whether or not
participating in the Exchange Offers, may be required to deliver a prospectus.
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NON-GAAP FINANCIAL MEASURES
As of June 30, 2013, our segments include: Consumer, Insurance, and Real Estate. Management considers Consumer and Insurance to
be our Core Consumer Operations and Real Estate as our Non-Core Portfolio.
We present our segment financial information on a historical accounting basis (a non-GAAP measure using the same accounting basis
that we employed prior to the Fortress Acquisition (described in this prospectus)). This presentation provides us and other interested third
parties a consistent basis to better understand our operating results. This presentation is not in accordance with, or a substitute for, GAAP
and may be different from, or inconsistent with, non-GAAP financial measures used by other companies. See Note 24 of the Notes to
Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2012 and Note 17 of the Notes to
Unaudited Condensed Consolidated Financial Statements in our Quarterly Report on Form 10-Q for the six months ended June 30, 2013 in
each case, incorporated by reference into this prospectus, for reconciliations of segment information on a historical accounting basis to
consolidated financial statement amounts.
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PROSPECTUS SUMMARY
The following summary contains information about Springleaf Finance Corporation and the Notes. It does not contain all of the
information that may be important to you in making a decision to participate in the Exchange Offers. For a more complete
understanding of Springleaf Finance Corporation and the Notes, we urge you to read this prospectus carefully, including the sections
entitled "Risk Factors," "Forward Looking Statements" and "Where You Can Find More Information," and the other information
incorporated by reference into this prospectus. Unless otherwise noted or indicated by the context, the terms the "Company,"
"Springleaf,""we," "us" and "our" refer to Springleaf Finance Corporation and its consolidated subsidiaries, and "SFC" and the
"Issuer" refer to Springleaf Finance Corporation. References in this prospectus to "Fortress" refer to Fortress Investment Group LLC.
All amounts in this prospectus are expressed in U.S. dollars, except where noted, and the financial statements incorporated herein by
reference have been prepared in accordance with GAAP.
Business Overview
Springleaf is a leading consumer finance company with a long track record of high quality origination, underwriting and servicing of
personal loans. We provide responsible loan products through our nationwide branch network primarily to customers with limited access t
consumer credit from banks, thrifts, credit card companies and other traditional lenders. Headquartered in Evansville, Indiana, we currentl
operate one of the largest consumer finance branch networks in the United States, serving over 955,000 customers as of June 30, 2013.
Our History and Corporate Information
In November 2010, an affiliate of Fortress indirectly acquired an 80% economic interest in Springleaf Finance, Inc. ("SFI"), a
financial services holding company, from an affiliate of American International Group, Inc. ("AIG"). This transaction is referred to in this
prospectus as the Fortress Acquisition. Following the Fortress Acquisition, AIG indirectly retained a 20% economic interest in SFI. All o
the common stock of SFC is owned by SFI. Following a restructuring completed in connection with its initial public offering, all of the
common stock of SFI is owned by Springleaf Holdings, Inc. ("SHI").
SFC was incorporated in Indiana in 1927 as successor to a business started in 1920. SFI was incorporated in Indiana in 1974. SHI
was incorporated in Delaware in 2013. In October 2013, SHI completed an initial public offering of its common stock. As of the date of
this prospectus, Springleaf Financial Holdings, LLC (the "Initial Stockholder") owns approximately 75.0% of SHI's common stock. The
Initial Stockholder is owned primarily by a private equity fund managed by an affiliate of Fortress, a leading global investment manager
that offers alternative and traditional investment products, and AIG Capital Corporation, a subsidiary of AIG.
Our executive offices are located at 601 N.W. Second Street, Evansville, Indiana 47708, and our telephone number is (812) 424-803
Our website address is www.Springleaf.com. The information on our website is not a part of this prospectus.

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SUMMARY OF THE TERMS OF THE EXCHANGE OFFERS
In connection with the issuance of the Old Notes, SFC entered into registration rights agreements with the initial purchasers of
the Old Notes and agreements granting registration rights to certain holders of the Old Notes (collectively, the "registration rights
agreements"). You are entitled to exchange in the Exchange Offers your Old Notes for New Notes, which are identical in all material
respects to the Old Notes except that:
·
the New Notes have been registered under the Securities Act and will be freely tradable by persons who are not affiliated
with us;
·
the New Notes are not entitled to the registration rights applicable to the Old Notes under the registration rights agreements
and
·
our obligation to pay additional interest on the Old Notes due to the failure to consummate the Exchange Offers by a prior
date does not apply to the New Notes.
Old Notes:

Old 2020 Notes
$300,000,000 aggregate principal amount of 6.000% Senior Notes
due 2020.

Old 2021 Notes
$650,000,000 aggregate principal amount of 7.750% Senior Notes
due 2021.

Old 2023 Notes
$300,000,000 aggregate principal amount of 8.250% Senior Notes
due 2023.

Notes Offered:

New 2020 Notes
6.000% Senior Notes due 2020, the issuance of which has been
registered under the Securities Act. The form and terms of the New
2020 Notes are identical in all material respects to those of the Old
2020 Notes, except that the transfer restrictions, registration rights
and provisions for additional interest relating to the Old 2020
Notes do not apply to the New 2020 Notes.

New 2021 Notes
7.750% Senior Notes due 2021, the issuance of which has been
registered under the Securities Act. The form and terms of the New
2021 Notes are identical in all material respects to those of the Old
2021 Notes, except that transfer restrictions, registration rights and
provisions for additional interest relating to the Old 2021 Notes do
not apply to the New 2021 Notes.

New 2023 Notes
8.250% Senior Notes due 2023, the issuance of which has been
registered under the Securities Act. The form and terms of the New
2023 Notes are identical in all material respects to those of the Old
2023 Notes, except that the transfer restrictions, registration rights
and provisions for additional interest relating to the Old 2023
Notes do not apply to the New 2023 Notes.

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Exchange Offer:

Exchange Offer for 2020 Notes
We are offering to issue up to $300 million aggregate principal
amount of New 2020 Notes in exchange for a like principal amount
of Old 2020 Notes to satisfy our obligations under the registration
rights agreement that was executed when the Old 2020 Notes were
issued in a transaction in reliance upon the exemptions from
registration provided by Rule 144A and Regulation S of the
Securities Act.

Exchange Offer for 2021 Notes
We are offering to issue up to $650 million aggregate principal
amount of New 2021 Notes in exchange for a like principal amount
of Old 2021 Notes to satisfy our obligations under the registration
rights agreement that was executed when the Old 2021 Notes were
issued in a transaction in reliance upon the exemptions from
registration provided by Rule 144A and Regulation S of the
Securities Act.

Exchange Offer for 2023 Notes
We are offering to issue up to $300 million aggregate principal
amount of New 2023 Notes in exchange for a like principal amount
of Old 2023 Notes to satisfy our obligations under the registration
rights agreement that was executed when the Old 2023 Notes were
issued in a transaction in reliance upon the exemptions from
registration provided by Rule 144A and Regulation S of the
Securities Act.

Resales
Based on interpretations by the staff of the SEC (the "Staff") set
forth in no-action letters issued to third parties, we believe that the
New Notes issued pursuant to the Exchange Offers in exchange for
the Old Notes may be offered for resale, resold and otherwise
transferred by you (unless you are our "affiliate" within the meaning
of Rule 405 under the Securities Act) without compliance with the
registration provisions of the Securities Act, provided that you:

· are acquiring the New Notes in the ordinary course of business,
and

· have not engaged in, do not intend to engage in, and have no
arrangement or understanding with any person to participate in, a
distribution of the New Notes.

Each participating broker-dealer that receives New Notes for its
own account pursuant to the Exchange Offers in exchange for Old
Notes that were acquired as a result of market-making or other
trading activity must acknowledge that it will deliver a prospectus
in connection with any resale of the New Notes. See "Plan of
Distribution."

Any holder of Old Notes who:

· is our affiliate;

· does not acquire the New Notes in the ordinary course of
business; or

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· tenders in the Exchange Offers with the intention to participate,
or for the purpose of participating, in a distribution of New
Notes

cannot rely on the position of the Staff expressed in Exxon Capital
Holdings Corporation, Morgan Stanley & Co. Incorporated or
similar no-action letters and, in the absence of an exemption, must
comply with the registration and prospectus delivery requirements
of the Securities Act in connection with the resale of the New
Notes.

Expiration; Withdrawal of Tenders
The Exchange Offers will expire at 5:00 p.m., New York City time
on December 10, 2013, or such later date and time to which we
extend them (the "Expiration Date"). We do not currently intend to
extend the Expiration Date. A tender of Old Notes pursuant to the
Exchange Offers may be withdrawn at any time prior to the
Expiration Date. Any Old Notes not accepted for exchange for any
reason will be returned without expense to the tendering holder
promptly after the expiration or termination of the Exchange Offers.

Delivery of the New Notes
The New Notes issued pursuant to the Exchange Offers will be
delivered to the holders who tender Old Notes promptly following
the Expiration Date.

Conditions to the Exchange Offers
The Exchange Offers are subject to customary conditions, some of
which we may waive. See "The Exchange Offers--Certain
Conditions to the Exchange Offers."

Procedures for Tendering Old Notes
If you wish to accept the Exchange Offers, you must complete, sign
and date the accompanying letter of transmittal, or a copy of the
letter of transmittal, according to the instructions contained in this
prospectus and the letter of transmittal. You must also mail or
otherwise deliver the letter of transmittal, or the copy, together with
the Old Notes and any other required documents, to the Exchange
Agent (as defined below) at the address set forth on the cover of the
letter of transmittal. If you hold Old Notes through The Depository
Trust Company ("DTC") and wish to participate in the Exchange
Offers, you must comply with the Automated Tender Offer Program
procedures of DTC, by which you will agree to be bound by the
letter of transmittal.

By signing or agreeing to be bound by the letter of transmittal, you
will represent to us that, among other things:

· any New Notes that you will receive will be acquired in the
ordinary course of your business;

· you have no arrangement or understanding with any person or
entity to participate in the distribution of the New Notes;

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· if you are a broker-dealer that will receive New Notes for your
own account in exchange for Old Notes that were acquired as a
result of market-making activities, that you will deliver a
prospectus, as required by law, in connection with any resale of
such New Notes; and

· you are not our "affiliate" as defined in Rule 144 under the
Securities Act.

Shelf Registration Statement
In certain circumstances, we are obligated to file and cause the SEC
to declare effective a shelf registration statement with respect to the
resale of the Old Notes and to keep the shelf registration statement
effective for up to two years after the effective date of the shelf
registration statement (or shorter period that will terminate when all
Old Notes covered by such shelf registration statement have been
sold). These circumstances include:

· if the Exchange Offers are not permitted by applicable law or
SEC policy;

· if the Exchange Offers are not consummated within 360 days of
the applicable issue date of the Notes; and

· upon the request of any holder of Old Notes that (A) is prohibited
by applicable law or SEC policy from participating in the
Exchange Offers, or (B) may not resell the New Notes acquired
in the Exchange Offers without delivering a prospectus, and this
prospectus is not appropriate or available for such resales by
such holder, or (C) is a broker-dealer that holds Old Notes
acquired directly from us or one of our affiliates.

Effect on Holders of Old Notes
As a result of the making of, and upon acceptance for exchange of
all validly tendered Old Notes pursuant to the terms of, the
Exchange Offers, we will have fulfilled a covenant contained in the
registration rights agreements and, accordingly, additional interest
on the Old Notes, if any, shall no longer accrue and we will no
longer be obligated to pay additional interest as described in the
applicable registration rights agreement. If you are a holder of Old
Notes and do not tender your Old Notes in the Exchange Offers, you
will continue to hold such Old Notes and you will be entitled to all
the rights and limitations applicable to the Old Notes in the
applicable indenture governing the Old Notes except for any rights
under the applicable registration rights agreement that by their terms
terminate upon the consummation of the Exchange Offers.

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