Springleaf Holdings, Inc. Announces Upsizing and Pricing of Public Offering of Common Stock

Springleaf Holdings, Inc. (NYSE: LEAF) (“SHl” or the “Company”) announced today the pricing of a public offering of 27,864,525 shares of its common stock at a public offering price of $51.50 per share. The size of the offering was upsized from 22,727,273 shares to 27,864,525 shares. The Company is selling 19,417,476 shares for gross proceeds of approximately $1.0 billion. The selling stockholder, Springleaf Financial Holdings, LLC (the “Selling Stockholder”), an entity owned primarily by a private equity fund managed by an affiliate of Fortress Investment Group LLC and AIG Capital Corporation, a subsidiary of American International Group, Inc. (“AIG”), is selling 8,447,049 shares at the public offering price. The shares being sold by the Selling Stockholder are beneficially owned by AIG. The Company will not receive any proceeds from the sale of the shares by the Selling Stockholder. The offering is expected to close on May 4, 2015, subject to customary closing conditions.

In connection with the offering, the underwriters will have an option for 30 days to purchase up to an additional 4,179,678 shares of the Company’s common stock from the Selling Stockholder.

The Company intends to use its portion of the net proceeds from the offering, together with cash on hand and proceeds from the sale of investment securities and existing conduit facilities, to fund the previously announced proposed acquisition of OneMain Financial Holdings, Inc. (“OneMain”) and/or for general corporate purposes, which may include debt repurchases and repayments, capital expenditures and other possible acquisitions. However, the Company is not required to use the net proceeds from the offering to fund the proposed acquisition of OneMain, and accordingly, the Company will have broad discretion over the use of the net proceeds from the offering.

Citigroup, Goldman, Sachs & Co., Barclays and Credit Suisse are acting as joint book-running managers for the offering. Natixis, RBC Capital Markets and Wells Fargo Securities are acting as co-managers.

The offering is being made pursuant to the Company’s existing effective shelf registration statement, previously filed with the Securities and Exchange Commission (the “SEC”). The offering is being made only by means of a prospectus and a related prospectus supplement. Prospective investors should read the prospectus supplement and base prospectus in that registration statement and other documents SHI has filed or will file with the SEC for more complete information about SHI and the offering. You may obtain these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, copies of the final prospectus supplement and the accompanying base prospectus for the offering may be obtained by contacting Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York, 11717, or by phone at (800) 831-9146; Goldman, Sachs & Co., Attn: Prospectus Department, 200 West Street, New York, NY 10282, telephone: 866-471-2526, facsimile: 212-902-9316, e-mail: prospectus-ny@ny.email.gs.com; Barclays, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by email at barclaysprospectus@broadridge.com or by phone at (888) 603-5847; or Credit Suisse at One Madison Avenue, New York, NY 10010-3629, Attn: Prospectus Department, by email at newyork.prospectus@credit-suisse.com or by phone at (800) 221-1037.

This press release does not constitute an offer to sell or the solicitation of an offer to buy shares of common stock, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

About Springleaf Holdings, Inc.

SHI is a leading consumer finance company providing loan products to customers through its nationwide branch network and online presence. SHI has a nearly 100-year track record of high quality origination, underwriting and servicing of personal loans, primarily to nonprime consumers. SHI operates one of the largest consumer finance branch networks in the United States, serving its customers through nearly 830 branches in 26 states.

Cautionary Note Regarding Forward Looking Statements

Certain statements in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, the offering, including the expected closing date and SHI’s intended use of proceeds from the offering. The consummation of the offering is subject to market conditions and other factors that are beyond our control. Accordingly, no assurance can be given that the offering will be completed on the contemplated terms or at all and you should not place undue reliance on any forward-looking statements contained in this press release. For a discussion of some of the risks and important factors that could affect such forward-looking statements, see the sections entitled "Risk Factors" in the prospectus supplement related to the offering and in SHI's Annual Report on Form 10-K for the fiscal year ended December 31, 2014. SHI does not undertake any obligation to release publicly any revisions to forward-looking statements made by it to reflect any change in its expectations with regard thereto or events or circumstances occurring after the date hereof or the occurrence of unanticipated events.