Attached files
file | filename |
---|---|
8-K/A - 8-K/A - OneMain Holdings, Inc. | a16-2987_18ka.htm |
EX-99.2 - EX-99.2 - OneMain Holdings, Inc. | a16-2987_1ex99d2.htm |
Exhibit 99.1
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
In this Exhibit 99.1, except as otherwise indicated or the context otherwise requires, each reference to (i) SFC refers to Springleaf Finance Corporation, (ii) OMH refers to OneMain Holdings, Inc. (formerly Springleaf Holdings, Inc.), (iii) OMFH refers to OneMain Financial Holdings, LLC (formerly OneMain Financial Holdings, Inc.) (iv) OneMain refers to OMFH and its subsidiaries and (v) Springleaf, the Company, we, us and our refers to OMH and its subsidiaries (other than OneMain), whether directly or indirectly owned.
The following unaudited pro forma condensed combined financial information presents the combination of the historical consolidated and combined balance sheet and statements of income of Springleaf and OneMain adjusted to give effect to the OneMain Acquisition (as defined below) and certain other adjustments described below. The unaudited pro forma condensed combined statement of income for the year ended December 31, 2014, has been prepared to give effect to the 2014 real estate assets sale transactions reported in OMHs Current Report on Form 8-K filed November 13, 2014, and certain additional real estate sales completed subsequent to that filing (collectively, the Real Estate Asset Sales). There are no adjustments for the Real Estate Asset Sales in the unaudited pro forma condensed combined balance sheet as of September 30, 2015, since the Real Estate Asset Sales were completed prior to December 31, 2014, and are reflected in the balance sheet amounts as of September 30, 2015. Similarly, there are no adjustments for the Real Estate Asset Sales in the unaudited pro forma condensed combined income statement for the nine month period ended September 30, 2015, since the Real Estate Asset Sales were completed in 2014.
The unaudited pro forma condensed combined statements of income for the year ended December 31, 2014, (i) combine the historical consolidated statements of income of Springleaf and the historical consolidated and combined statements of income of OneMain, giving effect to the OneMain Acquisition as if it had been consummated on January 1, 2014, and (ii) reflect the Real Estate Assets Sales transactions completed by Springleaf in 2014, as well as the expected disposition of certain personal loans classified as finance receivables held for sale in connection with the Branch Sales (as defined below), in each case as if such transactions had been consummated on January 1, 2014. The unaudited pro forma condensed combined statements of income for the nine months ended September 30, 2015, (i) combine the historical consolidated statements of income of Springleaf and the historical consolidated and combined statements of income of OneMain, giving effect to the OneMain Acquisition as if it had been consummated on January 1, 2014, and (ii) reflect the expected disposition of certain personal loans classified as finance receivables held for sale in connection with the Branch Sales (as defined below) as if such transaction had been consummated on January 1, 2014.
The unaudited pro forma condensed combined balance sheet as of September 30, 2015, combines the historical condensed consolidated balance sheet of Springleaf and the historical condensed consolidated balance sheet of OneMain as of September 30, 2015, giving effect to the OneMain Acquisition and the expected disposition of certain personal loans classified as finance receivables held for sale in connection with the Branch Sales (as defined below) as if such transactions had been consummated on September 30, 2015. The historical consolidated and combined financial information of OneMain has been adjusted to reflect certain reclassifications (included in the reclassifications column) in order to conform to Springleafs financial statement presentation.
The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting with Springleaf considered the acquirer of OneMain. Under the acquisition method of accounting, OneMains specific identifiable tangible and intangible assets acquired and liabilities assumed are reflected at their respective fair values with any excess of the purchase price over the fair value of OneMains identifiable net assets allocated to goodwill.
On November 15, 2015 (the Acquisition Date), OMH acquired all of the outstanding equity interests of OMFH. As of the Acquisition Date, Springleaf has not finalized the detailed valuation analysis necessary to arrive at the required estimates of the fair value of OneMains assets acquired and the liabilities assumed and the related allocations of purchase price. The pro forma adjustments have been made solely for the purpose of providing the unaudited pro forma condensed combined financial information presented herein. Any increases or decreases in the fair value of relevant balance sheet amounts upon completion of the final valuations will result in differences from this pro forma condensed combined balance sheet and/or statements of income. Differences between these estimates and the final acquisition accounting may occur and these differences could have a material impact on the accompanying pro forma financial statements and the combined companys future results of operation and financial position.
Assumptions and estimates underlying the unaudited adjustments to the pro forma condensed combined financial information (the pro forma adjustments) are described in the accompanying notes. The historical consolidated and combined financial statements have been adjusted in the unaudited pro forma condensed combined financial information to give effect to pro forma events that are: (1) directly attributable to the OneMain Acquisition; (2) factually supportable; and (3) with respect to the pro forma statements of income, expected to have a continuing impact on the combined results of Springleaf and OneMain following the OneMain Acquisition. The unaudited pro forma
condensed combined financial information has been presented for illustrative purposes only and is not necessarily indicative of the operating results and financial position that would have been achieved had the OneMain Acquisition occurred on the dates indicated above. Further, the unaudited pro forma condensed combined financial information does not purport to project the future operating results or financial position of the combined company following the OneMain Acquisition.
The unaudited pro forma condensed combined financial information, although helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the benefits of expected cost savings (or associated costs to achieve such savings), opportunities to earn additional revenue, or other factors that may result as a consequence of the OneMain Acquisition and, accordingly, does not attempt to predict or suggest future results. Specifically, the unaudited pro forma condensed combined statements of income exclude projected operating efficiencies and synergies expected to be achieved as a result of the OneMain Acquisition. The unaudited pro forma condensed combined financial information includes an adjustment to reflect the anticipated Branch Sales in connection with the closing of the OneMain Acquisition; such assets consist of personal loans that are classified in the historical balance sheet as finance receivables held for sale. In addition, the unaudited pro forma condensed combined financial information excludes the effects of costs associated with any restructuring or integration activities resulting from the OneMain Acquisition, as they are currently not known, and to the extent they occur, are expected to be non-recurring and will not have been incurred at the closing date of the OneMain Acquisition. However, such costs could affect the combined company following the OneMain Acquisition in the period the costs are incurred or recorded.
The unaudited pro forma condensed combined financial information has been developed from and should be read in conjunction with:
· the historical unaudited condensed consolidated financial statements of Springleaf as of and for the three and nine months ended September 30, 2015 included in OMHs Quarterly Report on Form 10-Q filed November 9, 2015;
· the historical audited consolidated financial statements of Springleaf as of and for the year ended December 31, 2014 included in OMHs Annual Report on Form 10-K filed March 16, 2015;
· the historical unaudited condensed consolidated financial statements of OneMain as of and for the three and nine months ended September 30, 2015 included as Exhibit 99.2 in OMHs Current Report on Form 8-K/A to which this Exhibit 99.1 is attached; and
· the historical audited consolidated and combined financial statements of OneMain as of December 31, 2014 and 2013, and for each of the years in the three-year period ended December 31, 2014, which were filed as Exhibit 99.2 to OMHs Current Report on Form 8-K filed on April 27, 2015, and which are incorporated by reference in OMHs Current Report on Form 8-K/A to which this Exhibit 99.1 is attached.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of September 30, 2015
The following unaudited pro forma condensed combined balance sheet as of September 30, 2015, combines the September 30, 2015 historical balance sheets of Springleaf and OneMain assuming the companies had been combined on September 30, 2015 using the acquisition method of accounting.
September 30, 2015 |
|
Springleaf |
|
OneMain |
|
Reclassifications |
|
|
|
Adjustments for |
|
|
|
Adjustments for |
|
Pro Forma |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Cash and cash equivalents |
|
$ |
3,865 |
|
$ |
1,011 |
|
$ |
(390 |
) |
4a |
|
$ |
(3,303 |
) |
6a |
|
$ |
630 |
|
$ |
1,813 |
|
Investment securities |
|
1,742 |
|
1,403 |
|
|
|
|
|
(1,175 |
) |
5 |
|
|
|
1,970 |
| ||||||
Net finance receivables: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Personal loans |
|
4,061 |
|
9,949 |
|
(1,464 |
) |
4b |
|
273 |
|
6c |
|
|
|
12,819 |
| ||||||
SpringCastle Portfolio |
|
1,667 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,667 |
| ||||||
Real estate loans |
|
547 |
|
|
|
|
|
|
|
|
|
|
|
|
|
547 |
| ||||||
Retail sales finance |
|
27 |
|
|
|
|
|
|
|
|
|
|
|
|
|
27 |
| ||||||
Unearned revenue and deferred costs |
|
|
|
(1,464 |
) |
1,464 |
|
4b |
|
|
|
|
|
|
|
|
| ||||||
Net finance receivables |
|
6,302 |
|
8,485 |
|
|
|
|
|
273 |
|
|
|
|
|
15,060 |
| ||||||
Unearned premium and claim reserves |
|
|
|
(406 |
) |
(240 |
) |
4e |
|
|
|
|
|
|
|
(646 |
) | ||||||
Allowance for finance receivable losses |
|
(193 |
) |
(666 |
) |
|
|
|
|
666 |
|
6d |
|
|
|
(193 |
) | ||||||
Net finance receivables, less unearned insurance premium and claim reserves and allowance for finance receivable losses |
|
6,109 |
|
7,413 |
|
(240 |
) |
|
|
939 |
|
|
|
|
|
14,221 |
| ||||||
Finance receivables held for sale |
|
797 |
|
|
|
|
|
|
|
|
|
|
|
(608 |
) |
189 |
| ||||||
Restricted cash and cash equivalents |
|
270 |
|
|
|
390 |
|
4a |
|
|
|
|
|
|
|
660 |
| ||||||
Goodwill |
|
|
|
|
|
|
|
|
|
1,372 |
|
6e |
|
|
|
1,372 |
| ||||||
Intangibles, net |
|
|
|
62 |
|
18 |
|
4c |
|
488 |
|
6l |
|
|
|
568 |
| ||||||
Deferred tax assets, net |
|
|
|
338 |
|
|
|
|
|
(295 |
) |
6f |
|
|
|
43 |
| ||||||
Premises and equipment, net |
|
|
|
90 |
|
(90 |
) |
4d |
|
|
|
|
|
|
|
|
| ||||||
Other assets |
|
501 |
|
248 |
|
72 |
|
4c, 4d |
|
(130 |
) |
6g, 6h |
|
(3 |
) |
688 |
| ||||||
Total assets |
|
$ |
13,284 |
|
$ |
10,565 |
|
$ |
(240 |
) |
|
|
$ |
(2,104 |
) |
|
|
$ |
19 |
|
$ |
21,524 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Liabilities and Shareholders Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Long-term debt |
|
$ |
9,555 |
|
$ |
6,178 |
|
$ |
(100 |
) |
4f |
|
$ |
119 |
|
6j, 6k |
|
$ |
|
|
$ |
15,752 |
|
Related party debt |
|
|
|
290 |
|
|
|
|
|
(290 |
) |
6j |
|
|
|
|
| ||||||
Borrowings under revolving facilities |
|
|
|
1,136 |
|
100 |
|
4f |
|
349 |
|
6j |
|
|
|
1,585 |
| ||||||
Insurance claims and policyholder liabilities |
|
467 |
|
532 |
|
(240 |
) |
4e |
|
|
|
|
|
|
|
759 |
| ||||||
Deferred and accrued taxes |
|
139 |
|
59 |
|
|
|
|
|
(59 |
) |
6j |
|
|
|
139 |
| ||||||
Other liabilities |
|
294 |
|
147 |
|
|
|
|
|
|
|
|
|
(1 |
) |
440 |
| ||||||
Total liabilities |
|
10,455 |
|
8,342 |
|
(240 |
) |
|
|
119 |
|
|
|
(1 |
) |
18,675 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Shareholders equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Common stock |
|
1 |
|
|
|
|
|
|
|
|
|
6i |
|
|
|
1 |
| ||||||
Additional paid-in capital |
|
1,524 |
|
1,841 |
|
|
|
|
|
(1,841 |
) |
6i |
|
|
|
1,524 |
| ||||||
Accumulated other comprehensive income |
|
(11 |
) |
18 |
|
|
|
|
|
(18 |
) |
6i |
|
|
|
(11 |
) | ||||||
Retained earnings |
|
1,469 |
|
364 |
|
|
|
|
|
(364 |
) |
6i |
|
20 |
|
1,489 |
| ||||||
|
|
2,983 |
|
2,223 |
|
|
|
|
|
(2,223 |
) |
|
|
20 |
|
3,003 |
| ||||||
Non-controlling interests |
|
(154 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
(154 |
) | ||||||
Total shareholders equity |
|
2,829 |
|
2,223 |
|
|
|
|
|
(2,223 |
) |
|
|
20 |
|
2,849 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Total liabilities and shareholders equity |
|
$ |
13,284 |
|
$ |
10,565 |
|
$ |
(240 |
) |
|
|
$ |
(2,104 |
) |
|
|
$ |
19 |
|
$ |
21,524 |
|
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
For the Nine months Ended September 30, 2015
The following unaudited pro forma condensed combined statement of income for the nine months ended September 30, 2015, combines the historical income statements, for the nine months ended September 30, 2015, of Springleaf and OneMain assuming the companies had been combined on January 1, 2014 using the acquisition method of accounting.
For the nine months ended September 30, |
|
Springleaf |
|
OneMain |
|
Reclassifications |
|
|
|
Adjustments for |
|
|
|
Adjustments |
|
Pro Forma |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Interest income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Finance charges |
|
$ |
1,234 |
|
$ |
1,542 |
|
$ |
|
|
|
|
$ |
(205 |
) |
7a |
|
$ |
(125 |
) |
$ |
2,446 |
|
Investment revenue |
|
|
|
42 |
|
(42 |
) |
4h |
|
|
|
|
|
|
|
|
| ||||||
Finance receivables held for sale originated as held for investment |
|
13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
13 |
| ||||||
Total interest income |
|
1,247 |
|
1,584 |
|
(42 |
) |
|
|
(205 |
) |
|
|
(125 |
) |
2,459 |
| ||||||
Interest expense |
|
500 |
|
232 |
|
10 |
|
4i |
|
(38 |
) |
7b |
|
|
|
704 |
| ||||||
Net interest income |
|
747 |
|
1,352 |
|
(52 |
) |
|
|
(167 |
) |
|
|
(125 |
) |
1,755 |
| ||||||
Provisions for finance receivable losses |
|
249 |
|
|
|
421 |
|
4g |
|
(135 |
) |
7c |
|
(15 |
) |
520 |
| ||||||
Net interest income after provisions for finance receivable losses |
|
498 |
|
1,352 |
|
(473 |
) |
|
|
(32 |
) |
|
|
(110 |
) |
1,235 |
| ||||||
Other revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Insurance |
|
116 |
|
238 |
|
|
|
|
|
|
|
|
|
|
|
354 |
| ||||||
Investment |
|
44 |
|
2 |
|
42 |
|
4h |
|
|
|
|
|
|
|
88 |
| ||||||
Other |
|
(2 |
) |
31 |
|
|
|
|
|
|
|
|
|
|
|
29 |
| ||||||
Total other revenues |
|
158 |
|
271 |
|
42 |
|
|
|
|
|
|
|
|
|
471 |
| ||||||
Provisions for credit losses and for benefits and claims: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Provision for credit losses |
|
|
|
421 |
|
(421 |
) |
4g |
|
|
|
|
|
|
|
|
| ||||||
Policyholder benefits and claims |
|
|
|
107 |
|
(107 |
) |
4g |
|
|
|
|
|
|
|
|
| ||||||
Total provisions for credit losses and for benefits and claims |
|
|
|
528 |
|
(528 |
) |
|
|
|
|
|
|
|
|
|
| ||||||
Other expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Salaries and benefits |
|
305 |
|
231 |
|
|
|
|
|
44 |
|
7g |
|
(22 |
) |
558 |
| ||||||
Other operating expenses |
|
227 |
|
351 |
|
(10 |
) |
4i |
|
(20 |
) |
7d, 7e |
|
(23 |
) |
525 |
| ||||||
Insurance losses and loss adjustment expenses |
|
53 |
|
|
|
107 |
|
4g |
|
|
|
|
|
|
|
160 |
| ||||||
Total other expenses |
|
585 |
|
582 |
|
97 |
|
|
|
24 |
|
|
|
(45 |
) |
1,243 |
| ||||||
Income (loss) before benefit from income taxes |
|
71 |
|
513 |
|
|
|
|
|
(56 |
) |
|
|
(65 |
) |
463 |
| ||||||
Provision for (benefit from) income taxes |
|
1 |
|
192 |
|
|
|
|
|
(21 |
) |
7f |
|
(24 |
) |
148 |
| ||||||
Net income (loss) |
|
70 |
|
321 |
|
|
|
|
|
(35 |
) |
|
|
(41 |
) |
315 |
| ||||||
Net income attributable to non-controlling interests |
|
93 |
|
|
|
|
|
|
|
|
|
|
|
|
|
93 |
| ||||||
Net income (loss) |
|
$ |
(23 |
) |
$ |
321 |
|
$ |
|
|
|
|
$ |
(35 |
) |
|
|
$ |
(41 |
) |
$ |
222 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Net income (loss) per common share attributable to Springleaf: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Basic |
|
$ |
(0.18 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1.65 |
7h | ||||
Diluted |
|
$ |
(0.18 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1.64 |
7h | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Weighted average number of shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Basic |
|
125,701,635 |
|
|
|
|
|
|
|
8,748,533 |
|
7h |
|
|
|
134,450,168 |
7h | ||||||
Diluted |
|
125,701,635 |
|
|
|
|
|
|
|
9,813,860 |
|
7h |
|
|
|
135,515,495 |
7h |
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
For the Year Ended December 31, 2014
The following unaudited pro forma condensed combined statement of income for the year ended December 31, 2014, combines the December 31, 2014 historical income statements of Springleaf and OneMain assuming the companies had been combined on January 1, 2014 using the acquisition method of accounting, and reflects the Real Estate Asset Sales that occurred in 2014 as if those assets had been sold on January 1, 2014.
For the year ended December 31, 2014 |
|
Springleaf |
|
OneMain |
|
Reclassifications |
|
|
|
Adjustments for |
|
|
|
Adjustments for |
|
Adjustments |
|
Pro Forma |
|
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Interest income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Finance charges |
|
$ |
1,921 |
|
$ |
2,011 |
|
$ |
|
|
|
|
$ |
(313 |
) |
7a |
|
$ |
(369 |
) |
$ |
(154 |
) |
$ |
3,096 |
|
|
Investment revenue |
|
|
|
62 |
|
(62 |
) |
4h |
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Finance receivables held for sale originated as held for investment |
|
61 |
|
|
|
|
|
|
|
|
|
|
|
(53 |
) |
|
|
8 |
|
| |||||||
Total interest income |
|
1,982 |
|
2,073 |
|
(62 |
) |
|
|
(313 |
) |
|
|
(422 |
) |
(154 |
) |
3,104 |
|
| |||||||
Interest expense |
|
734 |
|
217 |
|
|
|
|
|
41 |
|
7b |
|
(80 |
) |
|
|
912 |
|
| |||||||
Net interest income |
|
1,248 |
|
1,856 |
|
(62 |
) |
|
|
(354 |
) |
|
|
(342 |
) |
(154 |
) |
2,192 |
|
| |||||||
Provisions for finance receivable losses |
|
474 |
|
|
|
575 |
|
4g |
|
130 |
|
7c |
|
(87 |
) |
(32 |
) |
1,060 |
|
| |||||||
Net interest income after provisions for finance receivable losses |
|
774 |
|
1,856 |
|
(637 |
) |
|
|
(484 |
) |
|
|
(255 |
) |
(122 |
) |
1,132 |
|
| |||||||
Other revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Insurance |
|
166 |
|
338 |
|
|
|
|
|
|
|
|
|
(11 |
) |
|
|
493 |
|
| |||||||
Investment |
|
39 |
|
3 |
|
62 |
|
4h |
|
|
|
|
|
|
|
|
|
104 |
|
| |||||||
Net gain (loss) on repurchases and repayments of debt |
|
(66 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(66 |
) |
| |||||||
Net gain (loss) on fair value adjustments on debt |
|
(15 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(15 |
) |
| |||||||
Net gain (loss) on sales of real estate loans and related trust assets |
|
726 |
|
|
|
|
|
|
|
|
|
|
|
(726 |
) |
|
|
|
|
| |||||||
Other |
|
(18 |
) |
43 |
|
|
|
|
|
|
|
|
|
24 |
|
|
|
49 |
|
| |||||||
Total other revenues |
|
832 |
|
384 |
|
62 |
|
|
|
|
|
|
|
(713 |
) |
|
|
565 |
|
| |||||||
Provisions for credit losses and for benefits and claims: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Provision for credit losses |
|
|
|
575 |
|
(575 |
) |
4g |
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Policyholder benefits and claims |
|
|
|
134 |
|
(134 |
) |
4g |
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Total provisions for credit losses and for benefits and claims |
|
|
|
709 |
|
(709 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Other expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Salaries and benefits |
|
360 |
|
288 |
|
|
|
|
|
57 |
|
7g |
|
(10 |
) |
(29 |
) |
666 |
|
| |||||||
Other operating expenses |
|
266 |
|
426 |
|
|
|
|
|
(15 |
) |
7d, 7e |
(19 |
) |
(26 |
) |
632 |
|
| ||||||||
Insurance losses and loss adjustment expenses |
|
75 |
|
|
|
134 |
|
4g |
|
|
|
|
|
(10 |
) |
|
|
199 |
|
| |||||||
Total other expenses |
|
701 |
|
714 |
|
134 |
|
|
|
42 |
|
|
|
(39 |
) |
(55 |
) |
1,497 |
|
| |||||||
Income (loss) before benefit from income taxes |
|
905 |
|
817 |
|
|
|
|
|
(526 |
) |
|
|
(929 |
) |
(67 |
) |
200 |
|
| |||||||
Provision for (benefit from) income taxes |
|
297 |
|
304 |
|
|
|
|
|
(196 |
) |
7f |
|
(340 |
) |
(25 |
) |
40 |
|
| |||||||
Net income (loss) |
|
608 |
|
513 |
|
|
|
|
|
(330 |
) |
|
|
(589 |
) |
(42 |
) |
160 |
|
| |||||||
Net income attributable to non-controlling interests |
|
103 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
103 |
|
| |||||||
Net income (loss) |
|
$ |
505 |
|
$ |
513 |
|
$ |
|
|
|
|
$ |
(330 |
) |
|
|
$ |
(589 |
) |
$ |
(42 |
) |
$ |
57 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Net income (loss) per common share attributable to Springleaf: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Basic |
|
$ |
4.40 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0.42 |
|
7h | |||||
Diluted |
|
$ |
4.38 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0.42 |
|
7h | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Weighted average number of shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Basic |
|
114,791,225 |
|
|
|
|
|
|
|
19,417,476 |
|
7h |
|
|
|
|
|
134,208,701 |
|
7h | |||||||
Diluted |
|
115,265,123 |
|
|
|
|
|
|
|
19,417,476 |
|
7h |
|
|
|
|
|
134,682,599 |
|
7h |
Note 1Description of OneMain Acquisition
On November 15, 2015 (the Acquisition Date), pursuant to the Stock Purchase Agreement, dated as of March 2, 2015, by and between OMH and CitiFinancial Credit Company (the Seller), OMH completed its previously announced acquisition of OneMain from the Seller (the OneMain Acquisition) for $4.49 billion in cash after accounting for certain contract termination payments and certain estimated adjustments at closing. OneMain is a leading consumer finance company in the United States, providing personal loans to primarily middle income households through a national, community based network of 1,139 branches as of September 30, 2015, serving approximately 1.3 million customer accounts across 43 states.
In connection with the closing of the OneMain Acquisition, OMH and certain of its subsidiaries (collectively, the Branch Sellers) entered into an Asset Preservation Stipulation and Order and agreed to a Proposed Final Judgment (collectively, the Settlement Agreement) on November 13, 2015, with the United States Department of Justice (DoJ), as well as the state attorneys general for Colorado, Idaho, Pennsylvania, Texas, Virginia, Washington and West Virginia. The Settlement Agreement resolved the inquiries of the DoJ and such attorneys general with respect to the OneMain Acquisition and allowed OMH to proceed with the closing. Pursuant to the Settlement Agreement, OMH agreed to divest 127 branches across eleven states as a condition for approval of the OneMain Acquisition. The Settlement Agreement requires the Branch Sellers to operate these 127 branches as an ongoing, economically viable and competitive business until sold to the divestiture purchaser. OMH must also appoint a third-party monitor to oversee management of the divestiture branches and ensure the Companys compliance with the terms of the Settlement Agreement.
On November 12, 2015, the Branch Sellers agreed to sell (the Lendmark Sale) these branches to Lendmark Financial Services, LLC (Lendmark). These branches represent 6% of the branches and approximately $600 million, or 4%, of the finance receivables, on a pro forma basis, for the combined company as of December 31, 2014. In anticipation of the sale of these branches, Springleaf transferred $608 million of personal loans from held for investment to held for sale at September 30 2015. See Note 9 for a further discussion of the Lendmark Sale.
The closing of the Lendmark Sale is subject to various conditions. There can be no assurance that the Lendmark Sale will close, or if it does, when the closing will occur. In the event that the Branch Sellers have not completed the Branch Sales within 120 days after November 13, 2015, as such time period may be extended pursuant to the Settlement Agreement, the court may appoint a divestiture trustee to conduct the sale of such assets. In this case, the divestiture trustee would have the power to accomplish the divestiture of such assets to an acquirer or acquirers acceptable to the DoJ, and the Branch Sellers would have no right to object to a sale by the divestiture trustee on any ground other than the divestiture trustees malfeasance. Accordingly, the asset divesture could occur on terms less favorable to the Branch Sellers than the Lendmark Sale.
Note 2Basis of Pro Forma Presentation
The unaudited pro forma condensed combined balance sheet related to the OneMain Acquisition is included as of September 30, 2015 and the unaudited pro forma condensed combined statements of income are included for the nine months ended September 30, 2015 and for the year ended December 31, 2014. The historical consolidated and combined financial statements of OneMain have been adjusted to reflect reporting reclassifications necessary to conform to the presentation of the historical consolidated financial statements of Springleaf. The adoption of new or changes to existing accounting principles generally accepted in the United States of America subsequent to the unaudited pro forma condensed combined financial statement dates may result in changes to the presentation of the preliminary unaudited pro forma condensed combined financial information. In the fourth quarter of 2015, the Company changed its current policy for the classification of unearned premium, policy and claim reserves on its balance sheet for credit insurance products. Unearned premium, policy and claim reserves related to the Companys customers will be netted and classified as contra-assets in the Companys consolidated balance sheet. This change in policy is not reflected in the historical consolidated balance sheet of the Company but a reclassification adjustment was made to conform to the Companys planned presentation at December 31, 2015, see Note 4e for more information.
The unaudited pro forma condensed combined financial information shows the impact of the OneMain Acquisition on the condensed combined balance sheet and the condensed combined statements of income under the acquisition method of accounting with OMH treated as the acquirer. The acquisition method of accounting, provided by Accounting Standards Codification (ASC) 805 Business Combinations, uses the fair value concepts defined in ASC 820 Fair Value Measurement. Under this method of accounting, the assets and liabilities of OneMain are recorded by Springleaf at the date of acquisition at their estimated fair values, where fair value is defined in ASC 820 as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of OneMains identifiable tangible and intangible assets acquired and liabilities assumed are based on fair value estimates as of September 30, 2015. Any excess of the purchase price over the fair value of identified assets acquired and liabilities assumed will be recognized as goodwill. Fair value measurements may require extensive use of significant estimates and managements judgment, and it is possible the application of reasonable judgment could produce varying results based on a range of alternative estimates using the same facts and circumstances.
The unaudited pro forma financial information was prepared using a preliminary allocation of the estimated purchase price based on assumptions and estimates, which are subject to material changes. Certain market based assumptions were used when data was not available; however, management believes the fair values recognized for the assets acquired and liabilities assumed are based on reasonable estimates and assumptions. There may be further refinements of the business combination adjustments as additional information becomes available. Increases or decreases in fair value of certain balance sheet amounts and other items of OneMain as compared to the information presented in this document may change the amount of the business combination adjustments to goodwill and other assets and liabilities and may impact the income statement due to adjustments in yield and/or amortization of adjusted assets and liabilities.
Note 3Conforming Accounting Policies
Springleaf is currently reviewing OneMains accounting policies to harmonize any differences in accounting policies between those of Springleaf and OneMain. At this time, Springleaf is not aware of any differences that would have a material impact on the unaudited pro forma condensed combined financial information. However, as a result of its review, Springleaf may identify differences between the accounting policies of the two companies that, when conformed, could have a material impact on the unaudited pro forma condensed combined financial information.
Note 4Reclassifications
Certain balances from the consolidated and combined financial statements of OneMain were reclassified to conform their presentation to the consolidated financial statements of Springleaf, with the exception of Note 4c, Note 4e, and Note 4f below.
The following reclassifications were made to OneMains historical consolidated balance sheet for the purpose of Springleafs unaudited pro forma condensed combined balance sheet as of September 30, 2015, with the exception of Note 4c, Note 4e, and Note 4f below:
4a. Reclassification of OneMains restricted cash amounts from parenthetical disclosure under Cash and cash equivalents to the Restricted cash and cash equivalents financial statement line item to conform to Springleafs financial statement presentation.
4b. Reclassification of OneMains Unearned revenue and deferred costs balance as a separate financial statement line item to Personal loans to conform to Springleafs financial statement presentation.
4c. Reclassification of Springleafs Intangible assets balance from the Other assets financial statement line item to Intangible assets for presentation consistency.
4d. Reclassification of OneMains Premises and equipment, net balance as a separate financial statement line item to Other assets to conform to Springleafs financial statement presentation.
4e. Reclassification of Springleafs Insurance claims and policyholder liabilities balance from a liability financial statement line item to Unearned premium and claim reserves to conform to Springleafs planned presentation at December 31, 2015.
4f. Reclassification of borrowings, under a conduit, from Long-term debt to Borrowings under revolving facilities to conform to Springleafs planned presentation at December 31, 2015.
The following reclassifications were made to OneMains historical consolidated and combined statements of income for the purpose of Springleafs unaudited pro forma condensed combined statements of income for the nine months ended September 30, 2015 and for the year ended December 31, 2014:
4g. Reclassification of OneMains financial statement line items grouped under Provisions for credit losses and for benefits and claims to Provisions for finance receivable losses and insurance related expenses to Insurance losses and loss adjustment expenses to conform to Springleafs financial statement presentation.
4h. Reclassification of OneMains investment earning from the Investment revenue financial statement line item to Other revenues: Investment to conform to Springleafs financial statement presentation.
4i. Reclassification of OneMains non-usage fee on the warehouse funding facility from the Other operating expenses financial statement line item to Interest expense to conform to Springleafs financial statement presentation.
Note 5 Financing Transactions
The consideration paid for the OneMain Acquisition consists of a cash payment of approximately $4.48 billion (excluding certain contract termination payments paid in connection with the closing of the OneMain Acquisition). Springleaf funded the consideration using a combination of available cash and proceeds from the sale of investment securities. The following is a summary of the financing transactions related to the OneMain Acquisition (in millions):
Description |
|
Amount |
| |
Cash and cash equivalents |
|
$ |
3,303 |
|
Proceeds from sale of investment securities |
|
1,175 |
| |
Total Proceeds |
|
4,478 |
| |
In connection with the consummation of the OneMain Acquisition, OMH funded the acquisition with $1 billion in cash and a $3.4 billion loan under an intercompany demand note agreement with Springleaf Financial Cash Services, Inc., a wholly-owned subsidiary of SFC. The note is payable in full on December 31, 2019, and is prepayable in whole or in part at any time without premium or penalty.
Note 6Unaudited Pro Forma Condensed Combined Balance Sheet Adjustments
This footnote should be read in conjunction with Note 1Description of OneMain Acquisition, Note 2Basis of Pro Forma Presentation, Note 3Conforming Accounting Policies, Note 4Reclassifications, and Note 5Financing Transactions. Adjustments included in the column Adjustments for OneMain Acquisition to the accompanying unaudited pro forma condensed combined balance sheet at September 30, 2015 are represented, in part, by the following considerations arising out of applying the acquisition method of accounting to OneMains assets and liabilities (in millions):
Description |
|
Note |
|
Amounts |
| |
Fair value of cash consideration |
|
(6a) |
|
$ |
4,478 |
|
Less: Book value of OneMains net assets |
|
(6b) |
|
2,223 |
| |
Less: Fair value adjustments of assets and liabilities acquired |
|
|
|
|
| |
Loans receivables |
|
(6c) |
|
273 |
| |
Allowance for loan losses |
|
(6d) |
|
666 |
| |
Intangibles, net |
|
(6l) |
|
488 |
| |
Deferred tax assets, net |
|
(6f) |
|
(295 |
) | |
Premises and equipment, net |
|
(6g) |
|
(23 |
) | |
Other assets |
|
(6h) |
|
(107 |
) | |
Long-term debt |
|
(6j), (6k) |
|
(119 |
) | |
Related-party debt |
|
(6j) |
|
290 |
| |
Borrowings under a revolving facility |
|
(6j) |
|
(349 |
) | |
Deferred and accrued taxes |
|
(6j) |
|
59 |
| |
Goodwill |
|
(6e) |
|
$ |
1,372 |
|
6a) Represents purchase price of approximately $4.48 billion (excluding certain contract termination payments paid in connection with the closing of the OneMain Acquisition) paid at closing, adjusted based on OneMains equity at closing.
6b) Reflects the historical book value of net assets acquired as of September 30, 2015.
6c) Personal loans
Reflects fair value adjustment for OneMains loan portfolio, which includes both a purchased credit impaired portfolio and a non-purchased credit impaired portfolio. See Note 7a for further discussion on the income statement adjustment resulting from this bifurcation.
6d) Allowance for finance receivable losses
Reflects the elimination of OneMains historical allowance for finance receivable losses.
6e) Goodwill
Represents the difference between the fair value of the consideration transferred and the preliminary values assigned to the identifiable tangible and intangible assets acquired and liabilities assumed. The amount of goodwill presented in the above table reflects the estimated goodwill as a result of the OneMain Acquisition of $1.3 billion.
6f) Deferred tax assets
Represents the elimination of deferred tax assets reflected on OneMains historical consolidated balance sheet and preliminary adjustment of $44 million in deferred tax assets resulting from adjusting the fair value of OneMains long-term debt, see Note 6k.
6g) Premises and equipment, net
Represents fair value adjustment primarily related to OneMains premises and equipment.
6h) Other assets
Represents the elimination of historical debt issuance costs related to OneMains revolving warehouse facility and deferred acquisition costs related to OneMains insurance business.
Description |
|
Amount |
| |
Debt issuance fees |
|
$ |
15 |
|
Deferred acquisition costs |
|
92 |
| |
Total |
|
$ |
107 |
|
6i) Equity
Represents adjustment to eliminate OneMains historical stockholders equity.
6j) Borrowing adjustments for Acquisition Accounting
Represents adjustment to eliminate OneMains related party debt and intercompany income tax payable due to Seller and replacement with availability on OneMains revolving warehouse facility. The borrowings are included as pro forma adjustments to properly reflect the liabilities of the acquired company as of the closing date. The adjustment decreases related party debt and deferred and accrued taxes by $290 million and $59 million, respectively, and replaces that debt with $349 million from OneMains revolving warehouse facility.
Description |
|
Amount |
| |
Related party debt |
|
$ |
290 |
|
Intercompany income tax payable |
|
59 |
| |
Related party debt to be repaid at closing of acquisition |
|
$ |
349 |
|
|
|
|
| |
Borrowings under a revolving facility |
|
$ |
349 |
|
Third party borrowing to repay related party debt |
|
$ |
349 |
|
6k) Long-term debt
Represents fair value adjustment of $119 million and elimination of historical debt issuance costs related to OneMains senior unsecured notes and securitizations.
6l) Intangibles
Represents fair value adjustment of $488 million related to OneMains preliminary identified intangible assets.
Note 7Unaudited Pro Forma Condensed Combined Income Statement Adjustments
This footnote should be read in conjunction with Note 1Description of OneMain Acquisition, Note 2Basis of Pro Forma Presentation, Note 3Conforming Accounting Policies, Note 4Reclassifications, Note 5Financing Transactions and Note 6Unaudited Pro Forma Condensed Combined Balance Sheet Adjustments. Adjustments included in the column Adjustments for OneMain Acquisition to the accompanying unaudited pro forma condensed combined income statement for the nine months ended September 30, 2015 and year ended December 31, 2014, are represented by the following:
7a) Interest Income: Finance Charges
Finance receivables acquired are separated into purchased credit impaired and purchased non-credit impaired portfolios. The purchased credit impaired finance receivables portfolio is comprised of approximately $1.2 billion of unpaid principal balance as of September 30, 2015 and is valued based on the expected cash flows to be collected. For this portfolio, the difference between the fair value and the outstanding loan balance at acquisition is separated into the accretable yield component and the non-accretable component. The accretable yield will be recognized over the estimated remaining life of the loan portfolio at an effective yield under the interest method. The non-accretable difference is recorded to cover lifetime expected net credit losses and will absorb losses on loans accounted for under ASC 310-30 Loans and debt securities acquired with deteriorated credit quality until it is exhausted. The excess of the cash flows expected to be collected on the purchased credit impaired finance receivables over the discounted cash flows is accreted into interest income at a level rate of return over the expected lives of the underlying pools of the purchased credit impaired finance receivables. As of September 30, 2015, the discount to unpaid principal balance on the purchased credit impaired finance receivables is $348 million and the effective yield is 11.59%. The accretion calculated on the purchased credit impaired finance receivables is $25 million and $92 million for nine months ended September 30, 2015 and year ended December 31, 2014, respectively.
The purchased non-credit impaired finance receivable portfolio includes approximately $7.3 billion of unpaid principal balance, and is accounted for under ASC 310-20 Nonrefundable fees and other costs. For this portfolio a premium is recorded equal to the difference between the fair value and the outstanding loan balance at closing and will be recognized over the remaining life of the loan portfolio at an effective yield using the interest method. As of September 30, 2015, the premium to unpaid principal balance for the purchased non-credit impaired finance receivables is estimated at approximately $601 million and the related effective yield is 22.37%. The finance charges on the purchased non-credit impaired finance receivables are $922 million and $1.5 billion for the nine months ended September 30, 2015 and year ended December 31, 2014, respectively.
The net impact of finance charges adjustments to the unaudited pro forma condensed combined statements of income is a decrease of $205 million and $313 million for the nine months ended September 30, 2015 and the year ended December 31, 2014, respectively.
7b) Interest expense adjustments for acquisition accounting
Represents the incremental interest expense, including the amortization of fair value adjustments, for the nine months ended September 30, 2015 and the year ended December 31, 2014 as if the OneMain Acquisition occurred on January 1, 2014. The OneMain Acquisition assumes a new debt structure, as described in Note 6j above, and adjustments to market rates are estimated for interest expense. The related party interest expense is replaced with interest expense adjustment for new and existing borrowings as if those borrowings had provided financing throughout the year. The table below illustrates adjustments to interest expense (in millions):
Description |
|
For the Nine months |
|
For the Year Ended |
| ||
Related party debt |
|
$ |
(46 |
) |
$ |
(178 |
) |
2015-1, 2015-2, 2015-3 Securitization |
|
25 |
|
96 |
| ||
Borrowings under a revolving facility |
|
15 |
|
27 |
| ||
2014-1 and 2014-2 securitizations |
|
(6 |
) |
21 |
| ||
Senior unsecured notes |
|
(26 |
) |
75 |
| ||
Total incremental interest expense |
|
$ |
(38 |
) |
$ |
41 |
|
7c) Provisions for finance receivable losses
This adjustment represents the elimination of the provisions for finance receivable losses recorded on OneMains historical consolidated and combined statements of income for the nine months ended September 30, 2015 and year ended December 31, 2014 and includes provisions of $286 million, and $705 million, respectively, to conform to Springleafs allowance methodology. To calculate the provision, Springleaf uses a roll rate model that derives the roll rate percentage to estimate incurred losses. This methodology was applied to OneMains portfolio derived from historical data to determine OneMains roll rates.
To determine the provision, the balances of purchased non-credit impaired accounts, which are less than 60 days past due at the time of acquisition, are evaluated through this roll rate model, and the results are expressed as a percentage of the receivables balance which ranges from 2.7% to 5.1%.
7d) Other operating expenses (amortization)
This adjustment represents the impact to amortization for the preliminary intangible assets identified in Note 6l for the nine months ended September 30, 2015 and year ended December 31, 2014, respectively.
7e) Other operating expenses (depreciation)
This adjustment represents the impact to depreciation for the nine months ended September 30, 2015 and depreciation for the year ended December 31, 2014 for premises and equipment.
7f) Provision for income taxes
Represents adjustment to record the net tax effect of the pro forma adjustments based on the statutory tax rate of 36.5% for adjustments related to Springleaf for the nine months ended September 30, 2015 and the year ended December 31, 2014; and 37.2% for adjustments related to OneMain for the nine months ended September 30, 2015 and the year ended December 31, 2014.
7g) Salaries and benefits
OneMains historical consolidated and combined income statement includes allocated costs which represent general corporate level services provided to OneMain and other affiliates by Citigroup. Corporate level services include finance, human resources, legal, compliance, risk, technology and administration. These costs are classified as Other operating expenses in OneMains historical consolidated and combined income statement. An adjustment was made to reclassify such costs from Other operating expenses to Salaries and benefits to reflect the costs associated with these services as if they were performed by OneMain employees.
7h) Net income (loss) per common share attributable to Springleaf
Net income (loss) per common share attributable to Springleaf has been calculated based on the number of shares assumed to be outstanding, assuming such shares were outstanding for the full period presented.
The computation of pro forma earnings per share assumes that 19,417,476 of incremental shares, that were issued as part of the equity offering completed on May 4, 2015, were outstanding for the full period beginning on January 1, 2014 . The following table sets forth the computation of unaudited pro forma basic and diluted income per share attributable to common stockholders (in millions, except share data and per share):
|
|
Nine months ended September 30, 2015 |
|
Year ended December 31, 2014 |
| ||||||||||||
|
|
Net Income |
|
Shares |
|
Per share |
|
Net Income |
|
Shares |
|
Per share |
| ||||
Earnings per share, basic |
|
$ |
222 |
|
134,450,168 |
|
$ |
1.65 |
|
$ |
57 |
|
134,208,701 |
|
$ |
0.42 |
|
Earnings per share, diluted |
|
222 |
|
135,515,495 |
|
1.64 |
|
57 |
|
134,682,599 |
|
0.42 |
| ||||
Shares utilized in the calculation of pro forma basic and diluted income (loss) per share attributable to Springleaf are as follows:
|
|
Nine months ended September 30, 2015 |
|
Year ended December 31, 2014 |
| ||||||||
|
|
Historical |
|
Shares issued in |
|
Pro Forma |
|
Historical |
|
Shares issued in |
|
Pro Forma |
|
Weighted-average shares outstanding, basic |
|
125,701,635 |
|
8,748,533 |
|
134,450,168 |
|
114,791,225 |
|
19,417,476 |
|
134,208,701 |
|
Weighted-average shares outstanding, diluted |
|
125,701,635 |
|
9,813,860 |
|
135,515,495 |
|
115,265,123 |
|
19,417,476 |
|
134,682,599 |
|
*Adjustment reflects the impact of reflecting the shares issued in the equity raise as if it occurred at the earliest period presented. Additionally, positive pro forma combined net income for the nine months ended September 30, 2015, an adjustment of 1,065,327 was made to increase Springleafs weighted-average shares to include the effect of dilutive securities.
Note 8Unaudited Pro Forma Condensed Combined Income Statement Adjustments for Real Estate Asset Sales
During 2014, Springleaf entered into a series of transactions relating to the sales of its principal interests in its real estate loans, the related servicing of these loans and the sales of certain performing and non-performing real estate loans, which substantially completed its plan to liquidate its non-core real estate loans. At September 30, 2015, the remaining real estate loans held for investment and held for sale totaled $573 million and $193 million, respectively. The following Real Estate Asset Sales were completed during 2014 and reflected in the pro forma condensed combined income statement as if they were completed on January 1, 2014:
· The Securitization Assets Sale (as defined in Note 1 of the Notes to Unaudited Pro Forma Condensed Consolidated Financial Information contained within Exhibit 99.1 to OMHs Current Report on Form 8-K filed November 13, 2014) by OMHs indirect wholly owned subsidiary Springleaf Finance Corporation (SFC) and the Depositors (as defined in Note 1 of the Notes to Unaudited Pro Forma Condensed Consolidated Financial Information contained within Exhibit 99.1 to OMHs Current Report on Form 8-K filed November 13, 2014), to Credit Suisse Securities (USA) LLC and certain of its affiliates (Credit Suisse) and the MSR Sale (as defined in Note 1 of the Notes to Unaudited Pro Forma Condensed Consolidated Financial Information contained
within Exhibit 99.1 to OMHs Current Report on Form 8-K filed November 13, 2014) by SFC and MorEquity, Inc. (MorEquity), a wholly owned subsidiary of SFC, to Nationstar Mortgage LLC, both of which were completed on August 29, 2014. The total purchase price for these transactions was approximately $1.67 billion, of which $1.63 billion relates to the Securitization Assets Sale, and $39 million relates to the MSR Sale.
· The 2006-1 Securitization Assets Sale (as defined in Note 1 of the Notes to Unaudited Pro Forma Condensed Consolidated Financial Information contained within Exhibit 99.1 to OMHs Current Report on Form 8-K filed November 13, 2014) by Springleaf to an unaffiliated third party, for a purchase price of $9.5 million.
· The sale of certain performing and non-performing mortgage loans by certain indirect subsidiaries of OMH to Credit Suisse, completed on September 30, 2014. The purchase price for the September Whole Loan Sales (as defined in Exhibit 99.1 to OMHs Current Report on Form 8-K filed November 13, 2014) was $795 million. This amount includes a holdback provision of $120 million. Of the $120 million holdback, $116 million has been collected to date from Credit Suisse.
· The sale of a portion of the remaining performing and non-performing mortgage loans by certain indirect subsidiaries of OMH to Credit Suisse, completed on November 7, 2014. The purchase price for the November Whole Loan Sales (as defined in Exhibit 99.1 to OMHs Current Report on Form 8-K filed November 13, 2014) was approximately $270 million. This amount includes a holdback provision of $34 million, as described in Note 1 of the Notes to Unaudited Pro Forma Condensed Consolidated Financial Information contained within Exhibit 99.1 to OMHs Current Report on Form 8-K filed November 13, 2014. Of the $34 million holdback, $30 million has been collected to date from Credit Suisse.
· Prior Dispositions (as defined in Note 1 of the Notes to Unaudited Pro Forma Condensed Consolidated Financial Information contained within Exhibit 99.1 to OMHs Current Report on Form 8-K filed November 13, 2014), including (i) the sale by Third Street Funding LLC, SFCs wholly owned subsidiary, of its beneficial interests in the mortgage-backed retained certificates related to a securitization transaction in 2009 for approximately $737.2 million which closed on March 31, 2014, (ii) the sale of certain performing and non-performing real estate loans by MorEquity for approximately $79 million, which closed on March 31, 2014, and (iii) the sale by Sixth Street Funding LLC, a wholly owned subsidiary of SFC, of its beneficial interests in the mortgage-backed retained certificates related to a securitization transaction in 2010 for approximately $263.7 million, which closed on June 30, 2014.
· Subsequent to the November 13, 2014 filing of OMHs Current Report on Form 8-K, the sale of a portion of the remaining performing and non-performing mortgage loans by certain indirect subsidiaries of OMH was completed on December 19, 2014. The purchase price for the sale was approximately $25.8 million. This amount includes a holdback provision of $4.5 million. Of the $4.5 million holdback, $3.6 million has been collected to date.
Note 9Unaudited Pro Forma Condensed Combined Adjustments Related to the Anticipated Disposition of Assets Held for Sale
On November 12, 2015, the Branch Sellers entered into a Purchase and Sale Agreement (the Purchase Agreement) with OMH and Lendmark in connection with and subject to the closing of the OneMain Acquisition. Under the terms and conditions of the Purchase Agreement, Lendmark has agreed to (i) purchase 127 branches (the Branches) from the Branch Sellers, together with certain loans issued to Branch customers, the fixed non-information technology assets located at any such Branch and certain other Branch assets, and (ii) assume certain Branch liabilities (including the Branch Sellers obligations under certain Branch store leases) ((i) and (ii) collectively, the Branch Sales). The Branches are located in the states of Arizona, California, Colorado, Idaho, North Carolina, Ohio, Pennsylvania, Texas, Virginia, Washington and West Virginia. Under the Purchase Agreement, Lendmark has agreed to, at or prior to the closing, offer employment, effective as of closing, to each of the employees of every purchased Branch.
The purchase price for the Branch Sales is equal to the sum of (i) the aggregate unpaid balance as of closing of the purchased loans multiplied by 103%, plus (ii) for each interest-bearing purchased loan, an amount equal to all unpaid interest that has accrued on the unpaid balance at the applicable note rate from the most recent interest payment date through the closing, plus (iii) the sum of all prepaid charges and fees and security deposits of the Branch Sellers to the extent arising under the purchased contracts as reflected on the books and records of the Branch Sellers as of closing. As of September 30, 2015, the unpaid balance of the loans that would qualify as purchased loans under the Purchase Agreement was approximately $605,110,720. If the aggregate purchase price at closing would exceed $695,000,000, and Lendmark is not able to obtain additional financing on specified terms to purchase loans above such price, then the parties will mutually agree to exclude loans from the sale in the amount necessary to reduce the purchase price to $695,000,000. The initial closing under the Purchase Agreement is expected to occur on or about April 1, 2016.
The Purchase Agreement contemplates a series of successive closings, with each closing (including the initial closing) being conditioned on the satisfaction or waiver of specified closing conditions, including (i) Lendmarks receipt of approvals from certain state regulatory authorities governing consumer lending required for Lendmarks purchase of the Branches (the State Approvals), (ii) OMHs
completion of certain loan servicing and administration information technology systems needed for the transition services to be provided by OMH to Lendmark for operation of the Branches (the IT System Preparation), (iii) to the extent required under the terms of any assumed Branch store lease, the receipt of landlord consent to the assignment of such lease, and (iv) other customary closing conditions, including (a) the accuracy of each partys representations and warranties (subject to customary materiality qualifiers), (b) each partys performance in all material respects of its obligations under the Purchase Agreement, (c) no court order, injunction or other judgment preventing the transactions contemplated by the Purchase Agreement, and (d) the absence of any material adverse effect with respect to the purchased Branch assets and assumed Branch liabilities to be conveyed at such closing, taken as a whole. The consummation of the Branch Sales is not subject to Lendmarks receipt of financing or approval by the shareholders of any party to the Purchase Agreement.
Each party has the right to terminate the Purchase Agreement if the Branch Sales are not consummated by August 3, 2016, which shall be extended to October 3, 2016 if the IT System Preparation or Lendmarks receipt of the State Approvals is not completed (provided that no party may terminate the Purchase Agreement if such party is then in material breach of the Purchase Agreement). If the Branch Sellers terminate the Purchase Agreement because Lendmark (then being required to consummate the transactions contemplated by the Purchase Agreement) fails to so consummate such transactions solely due to the fact that the debt financing is not available, then the Branch Sellers would be entitled to a reverse termination fee from Lendmark of $49,000,000 (or $63,000,000 if the Purchase Agreement is terminated as a result of willful and material breach by Lendmark), such termination fee to be proportionately reduced following the initial closing, based on the unpaid balance of loans at the Branches that have been acquired by Lendmark, in the event the Purchase Agreement is terminated after the initial closing.
The Purchase Agreement includes customary representations, warranties, covenants and agreements, including, among other things, covenants of each Branch Seller regarding the conduct of its business prior to the closing, mutual covenants regarding the use of each partys reasonable best efforts to cause the conditions to closing of the Branch Sales to be consummated and mutual covenants regarding the use of reasonable best efforts by the parties to obtain regulatory approvals. The parties have also agreed to indemnify each other (subject to customary limitations) for certain losses relating to the Branch Sales.
The Branch Sales is expected to decrease the Companys total assets by 4.58% as of September 30, 2015. The proceeds from this sale will be used to fund operations and enhance our liquidity. The following pro forma adjustments were made to the historical consolidated statements of income of Springleaf and the historical condensed consolidated balance sheet of Springleaf to reflect the Branch Sales as if it had been consummated on January 1, 2014:
· Estimated proceeds of $630 million for the sale of (i) $608 million of personal loans classified as held for sale, (ii) certain other assets of $3 million and (iii) certain liabilities of $1 million.
· Adjustment to Finance charges of $125 million for the nine months ended September 30, 2015 and $154 million for the year ended December 31, 2014 to reflect the impact of selling the personal loans.
· Adjustment to Provisions for finance receivable losses of $15 million for the nine months ended September 30, 2015 and $32 million for the year ended December 31, 2014 to reflect charge-offs recorded at the branches.
· Adjustment to Salaries and benefits of $22 million for the nine months ended September 30, 2015 and $29 million for the year ended December 31, 2014 to reflect direct costs associated with employees located at the Branches.
· Adjustment to Other operating expenses of $23 million for the nine months ended September 30, 2015 and $26 million for the year ended December 31, 2014 to reflect certain direct costs at the Branches (primarily occupancy costs, advertising costs and credits, collections, and losses costs).