UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT ~~PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~DATE~~PURSUANT OFTO ~~REPORT~~SECTION ~~(Date~~13 ofOR ~~earliest event reported~~15(d): ~~May 6,~~OF ~~2011~~THE

~~Commission~~SECURITIES ~~file~~EXCHANGE ~~number~~ACT ~~2-82985~~OF 1934

~~SPRINGLEAF~~DATE ~~FINANCE~~OF REPORT (Date of earliest event reported): September 19, ~~INC.~~ 2011 (September 13, 2011)

Commission file number 2-82985 SPRINGLEAF FINANCE, INC.
(Exact name of registrant as specified in its charter)
Indiana		35-1313922
(State of Incorporation)		(I.R.S. Employer Identification No.)
601 N.W. Second Street, Evansville, IN		47708
(Address of principal executive offices)		(Zip Code)
(812) 424-8031
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

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~~Written ~~material~~communications pursuant to Rule ~~14a-12~~ 425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14a-12~~425)

~~o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~ ¨

~~o Pre-commencement~~Soliciting ~~communications~~material pursuant to Rule ~~13e~~ 14a-~~4(c)~~12 under the Exchange Act (17 CFR 240.~~13e~~14a-~~4(c~~12))

~~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 (“SLFC”) and an indirect subsidiary of Springleaf Finance, Inc. (the “Company”), entered into, and fully drew down, $3.75 billion of sixPre-~~year~~commencement ~~senior~~communications ~~secured term loans (collectively the “initial loan”)~~ pursuant to aRule ~~secured term loan facility~~ 14d-2(~~the “Senior Secured Term Loan Facility”~~b) ~~among~~under the ~~Borrower,~~Exchange ~~SLFC,~~Act ~~most of the consumer finance operating subsidiaries of the Company and SLFC~~ (~~collectively,~~17 ~~the~~CFR ~~“Subsidiary Guarantors”), a syndicate of lenders, various agents and Bank of America, N~~240.~~A., as administrative agent and collateral agent. The Senior Secured Term Loan Facility refinanced in full the Borrower’s existing $3.0 billion secured term loan facility~~ 14d-2(~~the “Old Term Loan”~~b) 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 SLFC and by the Subsidiary Guarantors. In addition, certain operating subsidiaries of the Company and SLFC 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 SLFC’s existing indenture, to approximately 10% of SLFC’s consolidated net worth. ¨

~~The~~Pre-commencement ~~Borrower~~communications ~~used~~pursuant ~~the~~to ~~proceeds~~Rule ~~from~~13e-4(c) ~~the initial loan made~~ under the ~~Senior~~Exchange ~~Secured~~Act ~~Term~~(17 ~~Loan Facility~~CFR ~~to refinance the Old Term Loan and to make new intercompany loans to Subsidiary Guarantors~~240. ~~The intercompany loans are secured by a first priority security interest in eligible loan receivables, according to pre~~13e-~~determined eligibility requirements and in accordance with a borrowing base formula.~~ 4(c))

~~The~~Item 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%~~02 ~~with~~Departure ~~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%~~Directors ~~(compared~~or toCertain ~~4.25%~~Officers; ~~under~~Election ~~the Old Term Loan) plus the highest~~ of ~~(i) the~~Directors; ~~federal funds~~Appointment ~~rate plus 1/2~~ of ~~1%,~~Certain ~~(ii) the~~Officers; ~~rate~~Compensatory ofArrangements ~~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~~Certain ~~initial loan on or prior to (i) May 10, 2012 are subject to a 2~~Officers.~~00% prepayment premium and (ii) May 10, 2013, but after May 10, 2012, are subject to a 1.00% prepayment premium.~~

~~The~~On ~~documents~~September ~~for~~13, ~~the Senior Secured Term Loan Facility (collectively the “Facility Documents”)~~2011, ~~including~~ the ~~Amended~~Board ~~and~~of ~~Restated~~Directors ~~Credit~~of ~~Agreement~~Springleaf ~~dated May 10~~Finance, ~~2011~~Inc. (the “~~Credit Agreement~~Company”)~~, contain~~ ~~customary~~appointed ~~representations~~Jay ~~and~~N. ~~warranties~~Levine ~~and~~to ~~affirmative~~the ~~and~~positions ~~negative~~of ~~covenants that~~President, ~~among other~~Chief ~~things~~Executive Officer, ~~restrict~~and ~~the~~Director ~~ability~~ of ~~(i) SLFC~~the ~~and~~Company, ~~its~~effective ~~subsidiaries~~October ~~to create or incur certain liens~~1, ~~(ii) SLFC~~2011. From toDecember ~~merge~~2008 oruntil ~~consolidate~~February ~~with~~2011, ~~other~~Mr. ~~companies~~Levine, orage ~~transfer~~49, ~~all~~served oras ~~substantially~~director, ~~all of its assets~~president, ~~(iii) the Borrower~~ and ~~the~~chief ~~Subsidiary~~executive ~~Guarantors~~officer toof ~~create~~Capmark orFinancial ~~incur liens~~Group, ~~incur~~a ~~or guarantee~~financial ~~additional~~services ~~indebtedness~~company, ~~make~~where ~~investments,~~he ~~transfer~~remains ora ~~sell~~director ~~assets, make restricted payments, engage in transactions with affiliates~~ and ~~make~~employee. He ~~certain~~will ~~amendments~~continue to ~~their organizational~~serve ~~documents~~as ora ~~the~~director ~~documents~~of ~~relating~~Capmark tountil ~~the~~September ~~intercompany secured loans~~30, ~~and~~2011. From ~~(iv) the Borrower~~2000 tountil ~~engage~~March in2008, ~~any~~Mr. ~~business~~Levine orserved ~~consensual activity other than~~ as ~~specified~~chief inexecutive ~~the~~officer ~~Facility Documents.~~and ~~These~~co-chief ~~covenants~~executive ~~are~~officer ~~subject to a number~~ of ~~limitations~~RBS ~~and~~Greenwich ~~exceptions~~Capital, ~~set~~a ~~forth~~financial inservices ~~the Facility Documents~~company.

~~The~~On ~~Facility~~September ~~Documents~~13, ~~also~~2011, ~~provide~~the ~~for~~Board ~~customary events~~ of ~~default,~~Directors ~~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~~Company ~~loans;~~also ~~and~~appointed ~~material~~Director ~~ERISA~~Wesley ~~events~~R. InEdens ~~the~~as ~~case~~Chairman 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~~Board, ~~the~~effective ~~lenders~~September ~~may terminate their commitments~~13, ~~accelerate the repayment of amounts outstanding and exercise other~~ 2011.

~~remedies~~On ~~upon~~September ~~the~~13, ~~occurrence~~2011, ofFrederick anW. ~~event~~Geissinger, ~~of default~~Chairman, ~~subject~~President, inChief ~~certain~~Executive ~~instances~~Officer, toand Director of the ~~expiration~~ Company, announced his retirement from his positions as President and Chief Executive Officer of anthe ~~applicable~~Company, ~~cure~~effective ~~period~~October 1, 2011. Mr. Geissinger retired from his positions as Chairman and a Director effective September 13, 2011.

~~The~~Information ~~foregoing~~called ~~description~~for ofin ~~the~~Item ~~Senior~~5.02(c)(3) ~~Secured~~regarding ~~Term~~Mr. ~~Loan~~Levine ~~Facility and the Facility Documents~~ is ~~qualified~~ inunavailable ~~its~~as ~~entirety by the complete text~~ of the ~~Credit~~date ~~Agreement, a copy~~ of ~~which~~this ~~is attached hereto as Exhibit 10~~filing.~~1 and is incorporated herein by reference in its entirety.~~

Item 1 7.~~02.~~01 ~~Termination~~Regulation ofFD ~~a Material Definitive Agreement~~Disclosure.

On September 13, 2011, the Company issued a press release, attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing the appointment of Mr. Levine and the retirement of Mr. Geissinger. The information set forth ~~under~~in this Item 1 7.01 ~~above~~of isthis ~~hereby~~Current ~~incorporated~~Report ~~into~~on ~~this~~Form ~~Item 1~~8-K, including the text of the press release, attached as Exhibit 99.021 ~~by reference~~hereto, is being furnished to, but not filed with, the Securities and Exchange Commission.

Item 2 9.~~03.~~01 ~~Creation of a Direct~~ Financial ~~Obligation~~Statements orand ~~an Obligation under an Off-Balance Sheet Arrangement of a Registrant~~Exhibits.

~~The information set forth under Item 1.01 above is hereby incorporated into this Item 2.03 by reference.~~ (d)

~~Item 8~~Exhibits.~~01.~~ ~~Other~~The ~~Events.~~ following exhibits are being filed herewith:

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.


No.	Description
99.1*	Text of the Press Release dated September 13, 2011.
*	Exhibit 99.1 is being furnished to the SEC pursuant to Item 7.01 and shall not be deemed filed with the SEC, nor shall it be deemed incorporated by reference in any filing with the SEC under the Securities Exchange Act of 1934 or the Securities Act of 1933, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

~~Item 9.01. Financial Statements and Exhibits.~~ SIGNATURE

~~(d) Exhibits~~ Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Exhibit Number		Exhibit
			SPRINGLEAF FINANCE, INC.
10.1		Amended and Restated Credit Agreement, dated May 10, 2011.
					(Registrant)
99.1		Press Release, dated May 6, 2011.
Date:	September 19, 2011		By	/s/		Donald R. Breivogel, Jr.
						Donald R. Breivogel, Jr.
				Senior Vice President and Chief Financial Officer

~~Signature~~ Exhibit Index

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


No.	Description
99.1*	Text of the Press Release dated September 13, 2011.
*	Exhibit 99.1 is being furnished to the SEC pursuant to Item 7.01 and shall not be deemed filed with the SEC, nor shall it be deemed incorporated by reference in any filing with the SEC under the Securities Exchange Act of 1934 or the Securities Act of 1933, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

	SPRINGLEAF FINANCE, INC. (Registrant)
Date: May 11, 2011	By	/s/ Donald R. Breivogel, Jr.
		Donald R. Breivogel, Jr.
		Senior Vice President and Chief Financial Officer

INDEX TO EXHIBITS

Exhibit Number		Exhibit
10.1		Amended and Restated Credit Agreement, dated May 10, 2011.
99.1		Press Release, dated May 6, 2011.

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