UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

 

 

SPRINGLEAF HOLDINGS, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

85172J101

(CUSIP Number)

December 31, 2013

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

 

*	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 disclosure 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, as amended (“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).

 

 

 

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CUSIP No. 85172J101

 

1.		Name of reporting persons   American International Group, Inc.
2.		Check the appropriate box if a member of a group (a)  ¨        (b)  x
3.		SEC use only
4.		Citizenship or place of organization   Incorporated under the laws of the State of Delaware
Number of shares beneficially owned by each reporting person with				5.		Sole voting power   0
				6.		Shared voting power   12,626,727 (see Item 4)
				7.		Sole dispositive power   0
				8.		Shared dispositive power   12,626,727 (see Item 4)
9.		Aggregate amount beneficially owned by each reporting person   12,626,727 (see Item 4)
10.		Check box if the aggregate amount in Row (9) excludes certain shares  ¨
11.		Percent of class represented by amount in Row (9)   11.0% (based on 114,823,734 shares outstanding as of November 12, 2013)
12.		Type of reporting person   HC

 

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CUSIP No. 85172J101

 

1.		Name of reporting persons   AIG Capital Corporation
2.		Check the appropriate box if a member of a group (a)  ¨        (b)  x
3.		SEC use only
4.		Citizenship or place of organization   Incorporated under the laws of the State of Delaware
Number of shares beneficially owned by each reporting person with				5.		Sole voting power   0
				6.		Shared voting power   12,626,727 (see Item 4)
				7.		Sole dispositive power   0
				8.		Shared dispositive power   12,626,727 (see Item 4)
9.		Aggregate amount beneficially owned by each reporting person   12,626,727 (see Item 4)
10.		Check box if the aggregate amount in Row (9) excludes certain shares  ¨
11.		Percent of class represented by amount in Row (9)   11.0% (based on 114,823,734 shares outstanding as of November 12, 2013)
12.		Type of reporting person   HC

 

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ITEM 1 (a).

NAME OF ISSUER:

Springleaf Holdings, Inc. (the “Issuer”)

 

ITEM 1 (b).

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

601 N.W. Second Street

Evansville, IN 44708

 

ITEM 2 (a).

NAME OF PERSON(S) FILING:

This statement is filed by:

(a) AIG Capital Corporation, a wholly owned subsidiary of American International Group, Inc.

(b) American International Group, Inc.

 

ITEM 2 (b).

ADDRESS OF PRINCIPAL BUSINESS OFFICE(S):

The address of the principal business office of each of the Reporting Persons is:

c/o American International Group, Inc.

175 Water Street

New York, NY 10038

 

ITEM 2 (c).

CITIZENSHIP:

The information requested hereunder is incorporated by reference herein from Row 4 of the cover pages to this Schedule 13G.

 

ITEM 2 (d).

TITLE OF CLASS OF SECURITIES:

Common Stock, par value $0.01 per share (the “Common Stock”)

 

ITEM 2 (e).

CUSIP NUMBER:

85172J101

 

ITEM 3.

TYPE OF PERSONS FILING:

Not applicable.

 

ITEM 4.

OWNERSHIP.

(a) through (c). The information requested hereunder is incorporated by reference herein from Rows 5 through 9 and Row 11 of the cover pages to this Schedule 13G. AIG Capital Corporation owns 15.6% of the voting membership interests in Springleaf Financial Holdings, LLC (which directly holds shares of Common Stock of the Issuer reported herein) and has the indirect right to vote and in certain circumstances to cause the disposition of 12,626,727 shares of Common Stock. The Reporting Persons disclaim beneficial ownership of all shares of Common Stock held by Springleaf Financial Holdings, LLC other than the 12,626,727 shares of Common Stock reported herein.

 

ITEM 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF CLASS.

Not applicable.

 

ITEM 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

Not applicable.

 

ITEM 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

Not applicable.

 

ITEM 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

Not applicable.

 

ITEM 9.

NOTICE OF DISSOLUTION OF GROUP.

Not applicable.

 

ITEM 10.

CERTIFICATION.

Not applicable.

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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.

Date: February 14, 2014

 

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EXHIBIT INDEX

 

Exhibit 1		Agreement of Joint Filing

Exhibit 1

AGREEMENT OF JOINT FILING

In accordance with Rule 13d-1(k), promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a Statement on Schedule 13G, and any amendments thereto, with respect to the Common Stock, par value $0.01 per share, of Springleaf Holdings, Inc. and that this Agreement may be included as an Exhibit to such filing.

Each of the undersigned parties represents and warrants to the other that the information contained in any amendment thereto about it will be, true, correct and complete in all material respects and in accordance with all applicable laws. Each of the undersigned parties agrees to inform the other of any changes in such information or of any additional information which would require any amendment to the Schedule 13G and to promptly file such amendment.

Each of the undersigned parties agrees to indemnify the other for any losses, claims, liabilities or expenses (including reasonable legal fees and expenses) resulting from, or arising in connection with, the breach by such party of any representations, warranties or agreements in this Agreement.

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.

IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement as of February 14, 2014.