SC 13D/A 1 a21-5907_12sc13da.htm SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

OneMain Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

68268W103

(CUSIP Number)

John F. Hartigan, Esq.
Morgan, Lewis & Bockius LLP
300 S. Grand Avenue, 22nd Floor

Los Angeles, CA 90071

(213) 612-2500

Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

February 16, 2021

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 68268W103

13D

1. Names of Reporting Persons.

OMH (ML), L.P.

2. Check the Appropriate Box if a Member of a Group

(a) o

(b) x

3. SEC Use Only

4. Source of Funds

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

6. Citizenship or Place of Organization

Delaware

Number of Shares
Beneficially
Owned by
Each Reporting
Person with:

7. Sole Voting Power

0 shares

8. Shared Voting Power

0 shares

9. Sole Dispositive Power

0 shares

10. Shared Dispositive Power

36,283,570 shares

11. Aggregate Amount Beneficially Owned by Each Reporting Person

36,283,570 shares

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares

13. Percent of Class Represented by Amount in Row (11)

27.0%

14. Type of Reporting Person

CUSIP No. 68268W103

13D

1. Names of Reporting Persons.

OMH (ML) GP, LLC

2. Check the Appropriate Box if a Member of a Group

(a) o

(b) x

3. SEC Use Only

4. Source of Funds

AF, OO

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

6. Citizenship or Place of Organization

Delaware

Number of Shares
Beneficially
Owned by
Each Reporting
Person with:

7. Sole Voting Power

0 shares

8. Shared Voting Power

0 shares

9. Sole Dispositive Power

0 shares

10. Shared Dispositive Power

36,283,570 shares

11. Aggregate Amount Beneficially Owned by Each Reporting Person

36,283,570 shares

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares

13. Percent of Class Represented by Amount in Row (11)

27.0%

14. Type of Reporting Person

CUSIP No. 68268W103

13D

1. Names of Reporting Persons.

V-OMH (ML) II, L.P

2. Check the Appropriate Box if a Member of a Group

(a) o

(b) x

3. SEC Use Only

4. Source of Funds

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

6. Citizenship or Place of Organization

Delaware

Number of Shares
Beneficially
Owned by
Each Reporting
Person with:

7. Sole Voting Power

0 shares

8. Shared Voting Power

0 shares

9. Sole Dispositive Power

0 shares

10. Shared Dispositive Power

9,453,930 shares

11. Aggregate Amount Beneficially Owned by Each Reporting Person

9,453,930 shares

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares

13. Percent of Class Represented by Amount in Row (11)

7.0%

14. Type of Reporting Person

CUSIP No. 68268W103

13D

1. Names of Reporting Persons.

V-OMH (ML) GP II, LLC

2. Check the Appropriate Box if a Member of a Group

(a) o

(b) x

3. SEC Use Only

4. Source of Funds

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

6. Citizenship or Place of Organization

Delaware

Number of Shares
Beneficially
Owned by
Each Reporting
Person with:

7. Sole Voting Power

0 shares

8. Shared Voting Power

0 shares

9. Sole Dispositive Power

0 shares

10. Shared Dispositive Power

9,453,930 shares

11. Aggregate Amount Beneficially Owned by Each Reporting Person

9,453,930 shares

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares

13. Percent of Class Represented by Amount in Row (11)

7.0%

14. Type of Reporting Person

CUSIP No. 68268W103

13D

1. Names of Reporting Persons.

OMH Holdings, L.P.

2. Check the Appropriate Box if a Member of a Group

(a) o

(b) x

3. SEC Use Only

4. Source of Funds

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

6. Citizenship or Place of Organization

Delaware

Number of Shares
Beneficially
Owned by
Each Reporting
Person with:

7. Sole Voting Power

0 shares

8. Shared Voting Power

45,737,500 shares

9. Sole Dispositive Power

0 shares

10. Shared Dispositive Power

45,737,500 shares

11. Aggregate Amount Beneficially Owned by Each Reporting Person

45,737,500 shares

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares

13. Percent of Class Represented by Amount in Row (11)

34.0%

14. Type of Reporting Person

CUSIP No. 68268W103

13D

1. Names of Reporting Persons.

Apollo Uniform GP, LLC

2. Check the Appropriate Box if a Member of a Group

(a) o

(b) x

3. SEC Use Only

4. Source of Funds

AF, OO

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

6. Citizenship or Place of Organization

Delaware

Number of Shares
Beneficially
Owned by
Each Reporting
Person with:

7. Sole Voting Power

0 shares

8. Shared Voting Power

45,737,500 shares

9. Sole Dispositive Power

0 shares

10. Shared Dispositive Power

45,737,500 shares

11. Aggregate Amount Beneficially Owned by Each Reporting Person

45,737,500 shares

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares

13. Percent of Class Represented by Amount in Row (11)

34.0%

14. Type of Reporting Person

CUSIP No. 68268W103

13D

1. Names of Reporting Persons.

Apollo Management VIII, L.P.

2. Check the Appropriate Box if a Member of a Group

(a) o

(b) x

3. SEC Use Only

4. Source of Funds

AF, OO

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

6. Citizenship or Place of Organization

Delaware

Number of Shares
Beneficially
Owned by
Each Reporting
Person with:

7. Sole Voting Power

0 shares

8. Shared Voting Power

45,737,500 shares

9. Sole Dispositive Power

0 shares

10. Shared Dispositive Power

45,737,500 shares

11. Aggregate Amount Beneficially Owned by Each Reporting Person

45,737,500 shares

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares

13. Percent of Class Represented by Amount in Row (11)

34.0%

14. Type of Reporting Person

CUSIP No. 68268W103

13D

1. Names of Reporting Persons.

AIF VIII Management, LLC

2. Check the Appropriate Box if a Member of a Group

(a) o

(b) x

3. SEC Use Only

4. Source of Funds

AF, OO

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

6. Citizenship or Place of Organization

Delaware

Number of Shares
Beneficially
Owned by
Each Reporting
Person with:

7. Sole Voting Power

0 shares

8. Shared Voting Power

45,737,500 shares

9. Sole Dispositive Power

0 shares

10. Shared Dispositive Power

45,737,500 shares

11. Aggregate Amount Beneficially Owned by Each Reporting Person

45,737,500 shares

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares

13. Percent of Class Represented by Amount in Row (11)

34.0%

14. Type of Reporting Person

CUSIP No. 68268W103

13D

1. Names of Reporting Persons.

Apollo Management, L.P.

2. Check the Appropriate Box if a Member of a Group

(a) o

(b) x

3. SEC Use Only

4. Source of Funds

AF, OO

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

6. Citizenship or Place of Organization

Delaware

Number of Shares
Beneficially
Owned by
Each Reporting
Person with:

7. Sole Voting Power

0 shares

8. Shared Voting Power

45,737,500 shares

9. Sole Dispositive Power

0 shares

10. Shared Dispositive Power

45,737,500 shares

11. Aggregate Amount Beneficially Owned by Each Reporting Person

45,737,500 shares

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares

13. Percent of Class Represented by Amount in Row (11)

34.0%

14. Type of Reporting Person

CUSIP No. 68268W103

13D

1. Names of Reporting Persons.

Apollo Management GP, LLC

2. Check the Appropriate Box if a Member of a Group

(a) o

(b) x

3. SEC Use Only

4. Source of Funds

AF, OO

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

6. Citizenship or Place of Organization

Delaware

Number of Shares
Beneficially
Owned by
Each Reporting
Person with:

7. Sole Voting Power

0 shares

8. Shared Voting Power

45,737,500 shares

9. Sole Dispositive Power

0 shares

10. Shared Dispositive Power

45,737,500 shares

11. Aggregate Amount Beneficially Owned by Each Reporting Person

45,737,500 shares

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares

13. Percent of Class Represented by Amount in Row (11)

34.0%

14. Type of Reporting Person

CUSIP No. 68268W103

13D

1. Names of Reporting Persons.

Apollo Management Holdings, L.P.

2. Check the Appropriate Box if a Member of a Group

(a) o

(b) x

3. SEC Use Only

4. Source of Funds

AF, OO

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

6. Citizenship or Place of Organization

Delaware

Number of Shares
Beneficially
Owned by
Each Reporting
Person with:

7. Sole Voting Power

0 shares

8. Shared Voting Power

45,737,500 shares

9. Sole Dispositive Power

0 shares

10. Shared Dispositive Power

45,737,500 shares

11. Aggregate Amount Beneficially Owned by Each Reporting Person

45,737,500 shares

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares

13. Percent of Class Represented by Amount in Row (11)

34.0%

14. Type of Reporting Person

CUSIP No. 68268W103

13D

1. Names of Reporting Persons.

Apollo Management Holdings GP, LLC

2. Check the Appropriate Box if a Member of a Group

(a) o

(b) x

3. SEC Use Only

4. Source of Funds

AF, OO

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

6. Citizenship or Place of Organization

Delaware

Number of Shares
Beneficially
Owned by
Each Reporting
Person with:

7. Sole Voting Power

0 shares

8. Shared Voting Power

45,737,500 shares

9. Sole Dispositive Power

0 shares

10. Shared Dispositive Power

45,737,500 shares

11. Aggregate Amount Beneficially Owned by Each Reporting Person

45,737,500 shares

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares

13. Percent of Class Represented by Amount in Row (11)

34.0%

14. Type of Reporting Person

CUSIP No. 68268W103

13D

Schedule 13D/A

Amendment No. 2

The information in this Amendment No. 2 to Schedule 13D (this “Second Amendment” or this “13D/A”) amends and supplements the Schedule 13D (the “Original Schedule 13D”) filed with the U.S. Securities and Exchange Commission (the “SEC”) by OMH Holdings, L.P. and the other Reporting Persons therein described on July 3, 2018, relating to the common stock, par value $0.01 per share (the “Common Stock”), of OneMain Holdings, Inc. (the “Issuer”), as amended by Amendment No. 1 thereto filed on December 18, 2019 (as amended, the “Schedule 13D”).

This Second Amendment is filed, in part, to reflect that on February 16, 2021, OMH (ML), L.P. (“OMH”) and V-OMH II, L.P. (“V-OMH”) (together, the “Sellers”) sold an aggregate of 9,200,000 shares of the Issuer’s Common Stock in an underwritten offering, as described below.

Except as set forth herein, the Schedule 13D remains unmodified.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated as follows:

Each of the Reporting Persons disclaims beneficial ownership of all of the shares of Common Stock included in this report, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose.

(a) See Items 11 and 13 on the cover page. The percentage ownership reported in Item 13 is based upon the 134,348,402 shares of Common Stock reported as outstanding in the Form 10-K filed by the Issuer on February 9, 2021.

(b) See Items 7 through 10 on the cover page.

(c) On February 16, 2021, OMH and V-OMH each sold 7,298,362 shares and 1,901,638 shares of Common Stock, respectively, in an underwritten offering at a price of $51.0125 per share, after underwriting discounts and commissions. Except as described above in this 13D/A, there have been no reportable transactions with respect to the Common Stock of the Issuer within the last 60 days by the Reporting Persons.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby supplemented as follows:

On February 11, 2021, the Sellers entered into an agreement (the “Underwriting Agreement”) with the Issuer and Barclays Capital Inc. and Citigroup Global Markets Inc., as representatives of the several underwriters named therein. The Sellers have agreed to sell to the underwriters, and each of the underwriters has agreed, severally and not jointly, to purchase from the Sellers an aggregate of 8,000,000 shares of the Issuer’s Common Stock. However, the underwriters are not required to take or pay for the shares covered by the underwriters’ option to purchase additional shares. The Sellers granted the underwriters an option to purchase up to 1,200,000 additional shares at $53.00 per share, the public offering price listed on the cover of the prospectus supplement, less underwriting discounts and commissions and the per share amount. The underwriters may exercise this option at any time within 30 days from the date of the prospectus supplement. The Sellers and the Issuer agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make in respect of

CUSIP No. 68268W103

13D

those liabilities. On February 12, 2021, the underwriters announced the exercise of their option to purchase an additional 1,200,000 shares of Common Stock.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Underwriting Agreement, a copy of which is attached hereto as Exhibit A and is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits

Exhibit		Description
Exhibit A		Underwriting Agreement, dated as of February 11, 2021, by and among OMH (ML), L.P. and V-OMH (ML) II, L.P., OneMain Holdings, Inc., and Barclays Capital Inc. and Citigroup Global Markets Inc., as representatives of the several underwriters named therein (attached as Exhibit 1.1 to the Issuer’s Current Report on Form 8-K (File No. 001-36129) filed with the Securities and Exchange Commission on February 16, 2021 and incorporated herein in its entirety by reference)

CUSIP No. 68268W103

13D

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 18, 2021

OMH HOLDINGS, L.P.

By:	Apollo Uniform GP, LLC,
	its general partner

	By:			/s/ William B. Kuesel
	Name:			William B. Kuesel
	Title:			Vice President

OMH (ML), L.P.

By:	OMH (ML) GP, LLC,
	its general partner

	By: OMH Holdings, L.P.,
	its sole member

			By: Apollo Uniform GP, LLC,
			its general partner

			By:		/s/ William B. Kuesel
			Name:		William B. Kuesel
			Title:		Vice President

APOLLO UNIFORM GP, LLC

By:		/s/ William B. Kuesel
Name:		William B. Kuesel
Title:		Vice President

OMH (ML) GP, LLC

By:	OMH Holdings, L.P., its sole member

	By: Apollo Uniform GP, LLC,
	its general partner

	By:			/s/ William B. Kuesel
	Name:			William B. Kuesel
	Title:			Vice President

CUSIP No. 68268W103

13D

V-OMH (ML) II, L.P.

By:	V-OMH (ML) GP II, LLC,
	its general partner

	By: OMH Holdings, L.P.,
	its sole member

			By: Apollo Uniform GP, LLC,
			its general partner

			By:		/s/ William B. Kuesel
			Name:		William B. Kuesel
			Title:		Vice President

V-OMH (ML) GP II, LLC,

By:	OMH Holdings, L.P., its sole member

	By: Apollo Uniform GP, LLC,
	its general partner

	By:			/s/ William B. Kuesel
	Name:			William B. Kuesel
	Title:			Vice President

APOLLO MANAGEMENT VIII, L.P.

By:	AIF VIII Management, LLC,
	its general partner

	By:			/s/ William B. Kuesel
	Name:			William B. Kuesel
	Title:			Vice President

AIF VIII MANAGEMENT, LLC

By:		/s/ William B. Kuesel
Name:		William B. Kuesel
Title:		Vice President

CUSIP No. 68268W103

13D

APOLLO MANAGEMENT, L.P.

By:	Apollo Management GP, LLC,
	its general partner

	By:		/s/ William B. Kuesel
	Name:		William B. Kuesel
	Title:		Vice President

APOLLO MANAGEMENT GP, LLC

By:		/s/ William B. Kuesel
Name:		William B. Kuesel
Title:		Vice President

APOLLO MANAGEMENT HOLDINGS, L.P.

By:	Apollo Management Holdings GP, LLC,
	its general partner

	By:		/s/ William B. Kuesel
	Name:		William B. Kuesel
	Title:		Vice President

APOLLO MANAGEMENT HOLDINGS GP, LLC

By:		/s/ William B. Kuesel
Name:		William B. Kuesel
Title:		Vice President