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

~~PURSUANT~~DATE TOOF ~~SECTION~~REPORT 13(Date ORof ~~15(d)~~earliest OFevent ~~THE~~reported): May 6, 2011

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

~~DATE~~SPRINGLEAF ~~OF REPORT (Date of earliest event reported): April 28~~FINANCE, ~~2011~~INC.

(Exact name of registrant as specified in its charter)

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)

(812) 424-8031

(Registrant’s telephone number, including area code)

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)

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

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

~~Soliciting~~o Pre-commencement ~~material~~communications pursuant to Rule ~~14a~~ 13e-124(c) under the Exchange Act (17 CFR 240.~~14a~~13e-124(c))

¨Item 1.01. Entry into a Material Definitive Agreement.

~~Pre~~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 six-~~commencement~~year ~~communications~~senior secured term loans (collectively the “initial loan”) pursuant to ~~Rule~~a ~~14d-2~~secured term loan facility (bthe “Senior Secured Term Loan Facility”) ~~under~~among the ~~Exchange~~Borrower, ~~Act~~SLFC, most of the consumer finance operating subsidiaries of the Company and SLFC (17collectively, ~~CFR~~the ~~240~~“Subsidiary Guarantors”), a syndicate of lenders, various agents and Bank of America, N.~~14d-2~~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 (bthe “Old Term Loan”)) 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.

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

~~Item~~The 8maturity date of the initial loan made under the Senior Secured Term Loan Facility is May 10, 2017.01 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%, ~~Other~~subject ~~Events~~to a LIBOR floor of 1.25% (compared to the Old Term Loan rate of LIBOR plus 5.50% with 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% (compared to 4.25% under the Old Term Loan) plus the highest of (i) the federal funds rate plus 1/2 of 1%, (ii) the rate of 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 initial loan on or prior to (i) May 10, 2012 are subject to a 2.00% prepayment premium and (ii) May 10, 2013, but after May 10, 2012, are subject to a 1.00% prepayment premium.

OnThe ~~April~~documents ~~28,~~for ~~2011,~~the ~~Springleaf~~Senior ~~Finance~~Secured ~~Corporation~~Term Loan Facility (collectively the “~~SLFC~~Facility Documents”), including athe ~~wholly~~Amended ~~owned~~and ~~subsidiary~~Restated ofCredit ~~Springleaf~~Agreement ~~Finance,~~dated ~~Inc.~~May 10, ~~commenced~~2011 a(the ~~marketing~~“Credit ~~process~~Agreement”), contain ~~for~~customary arepresentations ~~proposed~~and ~~refinancing~~warranties ofand ~~Springleaf~~affirmative ~~Financial~~and ~~Funding~~negative ~~Company’s~~covenants ~~existing~~that, ~~$3.0~~among other ~~billion~~things, ~~secured~~restrict ~~term~~the ~~loan~~ability ~~facility~~of (~~the~~i) SLFC ~~“Refinancing~~and ~~Facility”~~its subsidiaries to create or incur certain liens, (ii). SLFC ~~The~~to ~~borrower~~merge ~~under~~or ~~the~~consolidate ~~Refinancing~~with ~~Facility~~other ~~will~~companies beor ~~Springleaf~~transfer ~~Financial~~all ~~Funding~~or ~~Company~~substantially all of its assets, (iii) the Borrower and the ~~Refinancing~~Subsidiary ~~Facility~~Guarantors ~~would~~to becreate ~~guaranteed~~or byincur ~~SLFC~~liens, incur or guarantee additional indebtedness, make investments, transfer or sell assets, make restricted payments, engage in transactions with affiliates and make certain ofamendments ~~its~~to ~~operating~~their organizational ~~subsidiaries~~documents or the documents relating to the intercompany secured loans, and ~~secured~~(iv) the Borrower to engage in any business or consensual activity other than as specified in the ~~extent~~Facility Documents. ~~permitted~~These ~~under~~covenants ~~SLFC’s~~are ~~existing~~subject ~~debt~~to ~~agreements~~a number of limitations and exceptions set forth in the Facility Documents.

~~Completion~~The Facility Documents also provide for customary events of ~~the~~default, ~~Refinancing~~including: ~~Facility~~payment isdefaults; failure ~~subject~~to comply with covenants; cross-defaults to, ~~among~~material ~~other~~indebtedness; ~~things,~~bankruptcy ~~successful~~and insolvency; ~~marketing~~material judgments; invalidity of Facility Documents or with respect to the intercompany ~~Refinancing~~secured ~~Facility~~loans; and material ERISA events. In the ~~negotiation~~case ~~and~~of ~~execution~~an event of ~~definitive~~default ~~documentation.~~arising from Nospecified ~~assurance~~events ~~can~~of bebankruptcy ~~given~~or ~~that~~insolvency, ~~the~~all ~~Refinancing~~outstanding obligations under the Facility Documents will bebecome ~~completed,~~due and ifpayable ~~completed,~~immediately onwithout ~~what~~further ~~terms~~action or notice. As is customary in such financings, the lenders may terminate their commitments, accelerate the repayment of amounts outstanding and exercise other

~~Signature~~remedies upon the occurrence of an event of default, subject, in certain instances, to the expiration of an applicable cure period.

~~Pursuant~~The toforegoing description of the ~~requirements~~Senior ofSecured Term Loan Facility and the ~~Securities~~Facility ~~Exchange~~Documents ~~Act~~is qualified ofin ~~1934,~~its entirety by the ~~registrant~~complete ~~has~~text ~~duly~~of ~~caused~~the ~~this~~Credit ~~report~~Agreement, toa becopy ~~signed~~of onwhich ~~its~~is ~~behalf~~attached hereto byas ~~the~~Exhibit 10.1 ~~undersigned~~and ~~thereunto~~is ~~duly~~incorporated ~~authorized~~herein by reference in its entirety.

		SPRINGLEAF FINANCE, INC.
					(Registrant)
Date:	April 28, 2011	By	/s/	Donald R. Breivogel, Jr.
				Donald R. Breivogel, Jr.
			Senior Vice President and Chief Financial Officer

Item 1.02. Termination of a Material Definitive Agreement.

The information set forth under Item 1.01 above is hereby incorporated into this Item 1.02 by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

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

Item 8.01. Other Events.

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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number		Exhibit
10.1		Amended and Restated Credit Agreement, dated May 10, 2011.

99.1		Press Release, dated May 6, 2011.

Signature

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.


	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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