SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of earliest event reported): May 6, 2011
Commission file number 1-06155
SPRINGLEAF FINANCE CORPORATION
(Exact name of registrant as specified in its charter)
|(State of Incorporation)
||(I.R.S. Employer Identification No.)
|601 N.W. Second Street, Evansville, IN
|(Address of principal executive offices)
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On May 10, 2011, Springleaf Financial Funding Company (the Borrower), a wholly owned subsidiary
of Springleaf Finance Corporation (the Company), entered
into, and fully drew down, $3.75 billion
of six-year senior secured term loans (collectively the initial loan) pursuant to a secured term
loan facility (the Senior Secured Term Loan Facility), among the Borrower, the Company, most of the
consumer finance operating subsidiaries of the Company (collectively, the Subsidiary Guarantors),
a syndicate of lenders, various agents and Bank of America, N.A., as administrative agent and
collateral agent. The Senior Secured Term Loan Facility refinanced in full the Borrowers existing
$3.0 billion secured term loan facility (the Old Term Loan) scheduled to mature in April 2015.
Upon receipt of additional lender commitments, the aggregate principal amount of the Senior Secured
Term Loan Facility may be increased pursuant to one or more incremental facilities subject to satisfaction
of certain conditions.
The Senior Secured Term Loan Facility is guaranteed by the Company and by the Subsidiary
Guarantors. In addition, certain operating subsidiaries of the Company that from time to time meet
certain criteria will be required to become Subsidiary Guarantors. The Senior Secured Term Loan
Facility is secured by a first priority pledge of the stock of the Borrower that was limited at the
transaction date, in accordance with the Companys existing indenture, to approximately 10% of the
Companys consolidated net worth.
The Borrower used the proceeds from the initial loan made under the Senior Secured Term Loan
Facility to refinance the Old Term Loan and to make new intercompany loans to Subsidiary
Guarantors. The intercompany loans are secured by a first priority security interest in eligible
loan receivables, according to pre-determined eligibility requirements and in accordance with a
borrowing base formula.
The maturity date of the initial loan made under the Senior Secured Term Loan Facility is May 10,
2017. With respect to Eurodollar rate loans, the initial loan under the Senior Secured Term Loan
Facility will bear interest at a rate of LIBOR plus 4.25%, subject to a LIBOR floor of 1.25%
(compared to the Old Term Loan rate of LIBOR plus 5.50% with a 1.75% LIBOR floor). With respect to
base rate loans, the initial loan under the Senior Secured Term Loan Facility will bear interest at
a spread of 3.25% (compared to 4.25% under the Old Term Loan) plus the highest of (i) the federal
funds rate plus 1/2 of 1%, (ii) the rate of interest in effect for such day as publicly announced
from time to time by the administrative agent as its prime rate, and (iii) one-month LIBOR plus
1.00%. Voluntary prepayments of the initial loan on or prior to (i) May 10, 2012 are subject to a
2.00% prepayment premium and (ii) May 10, 2013, but after May 10, 2012, are subject to a 1.00%
The documents for the Senior Secured Term Loan Facility (collectively the Facility Documents),
including the Amended and Restated Credit Agreement dated
May 10, 2011 (the Credit Agreement),
contain customary representations and warranties and affirmative and negative covenants that, among
other things, restrict the ability of (i) the Company and its subsidiaries to create or incur
certain liens, (ii) the Company to merge or consolidate with other companies or transfer all or
substantially all of its assets, (iii) the Borrower and the Subsidiary Guarantors to create or
incur liens, incur or guarantee additional indebtedness, make investments, transfer or sell assets,
make restricted payments, engage in transactions with affiliates and make certain amendments to
their organizational documents or the documents relating to the intercompany secured loans, and
(iv) the Borrower to engage in any business or consensual activity other than as specified in the
Facility Documents. These covenants are subject to a number of limitations and exceptions set forth
in the Facility Documents.
The Facility Documents also provide for customary events of default, including: payment defaults;
failure to comply with covenants; cross-defaults to material indebtedness; bankruptcy and
insolvency; material judgments; invalidity of Facility Documents or with respect to the
intercompany secured loans; and material ERISA events. In the case of an event of default arising
from specified events of bankruptcy or insolvency, all outstanding obligations under the Facility
Documents will become due and payable immediately without further action or notice. As is customary
in such financings, the lenders may terminate their commitments, accelerate the repayment of
amounts outstanding and exercise other remedies upon the occurrence of an event of default,
subject, in certain instances, to the expiration of an applicable cure period.
The foregoing description of the Senior Secured Term Loan Facility and the Facility Documents is
qualified in its entirety by the complete text of the Credit Agreement, a copy of which is attached
hereto as Exhibit 10.1 and is incorporated herein by reference in its entirety.
Item 1.02. Termination of a Material Definitive Agreement.
The information set forth under Item 1.01 above is hereby incorporated into this Item 1.02 by
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 above is hereby incorporated into this Item 2.03 by
Item 8.01. Other Events.
On May 6, 2011, the Company issued a press release announcing the pricing for the Senior Secured
Term Loan Facility, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein
by reference in its entirety.
Item 9.01. Financial Statements and Exhibits.
||Amended and Restated Credit Agreement, dated May 10, 2011.
||Press Release, dated May 6, 2011.