<br/>

BGCOLOR="WHITE">

Table of Contents

As filed with the Securities and Exchange Commission on June 11, 2019

Registration No. 333-218956

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

VOYA FINANCIAL, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware 6311 52-1222820
(State or Other Jurisdiction of
Incorporation or Organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification Number)

230 Park Avenue

New York, New York 10169

(212) 309-8200

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

(CO-REGISTRANT LISTED ON THE FOLLOWING PAGE)

Patricia J. Walsh

Executive Vice President and

Chief Legal Officer

Voya Financial, Inc.

230 Park Avenue

New York, New York 10169

(212) 309-8200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Craig B. Brod

Pamela L. Marcogliese

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, New York 10006

(212) 225-2000

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer Accelerated filer
Non-accelerated filer Smaller reporting company
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐


Table of Contents

CALCULATION OF REGISTRATION FEE

Title of Each Class of
Securities to be Registered
Amount
to be
Registered (1)(2)

Proposed
Maximum
Aggregate
Offering Price

Per Unit (3)

Proposed
Maximum
Aggregate
Offering
Price (3)
Amount of
Registration
Fee (3)

Senior Debt Securities of Voya Financial, Inc.(4)

Guarantees of Voya Holdings Inc. of Senior Debt Securities of Voya Financial, Inc.(5)

Subordinated Debt Securities of Voya Financial, Inc.(6)

Guarantees of Voya Holdings Inc. of Subordinated Debt Securities of Voya Financial, Inc.(5)

Common Stock of Voya Financial, Inc., par value $0.01 per share(7)

Preferred Stock of Voya Financial, Inc., par value $0.01 per share(8)

Depositary Shares of Voya Financial, Inc.(9)

Warrants of Voya Financial, Inc.(10)

Units of Voya Financial, Inc.(11)

(1)

An unspecified aggregate initial offering price or number of the securities of each identified class is being registered and may from time to time be offered at unspecified prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities.

(2)

This registration statement also covers an indeterminate number of senior debt securities, subordinated debt securities, preferred stock, common stock, depositary shares, warrants and units of Voya Financial, Inc., and the related guarantees of Voya Holdings Inc., that may be reoffered and resold on an ongoing basis after their initial sale in remarketing or other resale transactions by the registrants or affiliates of the registrants.

(3)

In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the “Securities Act”), Voya Financial, Inc. is deferring payment of all of the related registration fees.

(4)

Includes senior debt securities issuable upon conversion or exchange of securities registered hereunder to the extent any such securities are, by their terms, convertible into or exchangeable for senior debt securities, including upon the exercise of warrants.

(5)

Guarantees to be issued by the co-registrant. Pursuant to Rule 457(n) under the Securities Act, no additional registration fee is being paid in respect of the guarantees. The guarantees are not traded separately.

(6)

Includes subordinated debt securities issuable upon conversion or exchange of securities registered hereunder to the extent any such securities are, by their terms, convertible into or exchangeable for subordinated debt securities, including upon the exercise of warrants.

(7)

Includes common stock issuable upon conversion or exchange of securities registered hereunder to the extent any such securities are, by their terms, convertible into or exchangeable for common stock, including upon the exercise of warrants.

(8)

Includes preferred stock issuable upon conversion or exchange of securities registered hereunder to the extent any such securities are, by their terms, convertible into or exchangeable for preferred stock, including upon the exercise of warrants.

(9)

Each depositary share will be issued under a deposit agreement, will represent an interest in a fractional share or multiple shares of preferred stock and will be evidenced by a depositary receipt.

(10)

Warrants may represent rights to purchase debt securities, preferred stock, common stock or other securities registered hereunder. Warrants may be sold separately or with senior debt securities, subordinated debt securities, preferred stock or common stock.

(11)

Each unit may consist of two or more of the securities being registered hereunder or debt obligations of third parties, including U.S. Treasury securities. Includes units issuable upon conversion or exchange of securities registered hereunder to the extent any such securities are, by their terms, convertible into or exchangeable for units, including upon the exercise of warrants.

Exact Name of Co-Registrant

as Specified in its Charter

Primary Standard
Industrial
Classification No.

I.R.S. Employer

Identification
No.

State or Other
Jurisdiction of
Incorporation
or Organization

Address, including ZIP Code,
and Telephone Number,
including Area Code of
Co-Registrant’s Principal
Executive Office

Voya Holdings Inc.

6311 02-0488491 Connecticut One Orange Way
Windsor, CT 06095
(212) 309-8200


Table of Contents

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 relates to the Automatic Shelf Registration Statement on Form S-3 (File No. 333-218956) of Voya Financial, Inc., which was filed with the Securities and Exchange Commission (the “SEC”) and became effective on June 23, 2017. It is being filed with the SEC in order to register, in addition to the classes of securities originally registered, depositary shares as an additional class of securities, to update certain information and to file or incorporate by reference additional related exhibits. The existing base prospectus, dated June 23, 2017, that currently forms part of the registration statement is being replaced in its entirety by the base prospectus filed with this Post-Effective Amendment No. 1. This Post-Effective Amendment No. 1 will become effective immediately upon filing with the SEC.


Table of Contents

Prospectus

LOGO

Debt Securities

Guarantees of Debt Securities

Common Stock

Preferred Stock

Depositary Shares

Warrants

Units

Voya Financial, Inc. (“Voya Financial”) may offer to sell these securities, or any combination thereof; the co-registrant, Voya Holdings Inc. (“Voya Holdings”), which is a wholly owned subsidiary of Voya Financial, may offer guarantees of debt securities issued by Voya Financial; in each case, from time to time in amounts, at prices and on other terms to be determined at the time of the offering. We may sell the securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on an immediate, continuous or delayed basis. See “Plan of Distribution”.

This prospectus describes some of the general terms that may apply to these securities and the general manner in which they may be offered. The specific terms of any securities to be offered, and the specific manner in which they may be offered, will be described in a supplement to this prospectus. The prospectus may not be used to sell securities unless accompanied by a prospectus supplement.

Our common stock is listed on the New York Stock Exchange (the “NYSE ” ) under the symbol “VOYA”.

Investing in these securities involves risk. See “ Risk Factors ” on page 2, and, if applicable, any risk factors described in any accompanying prospectus supplement and in our Securities and Exchange Commission filings that are incorporated by reference into this prospectus, to read about factors you should consider before buying our securities.

Neither the Securities and Exchange Commission nor any other regulatory

The above information was disclosed in a filing to the SEC. To see the filing, click here.

To receive a free e-mail notification whenever VOYA Financial Inc makes a similar move, sign up!

Other recent filings from the company include the following:

VOYA Financial Inc's See Remarks just declared owning 87,760 shares of VOYA Financial Inc - Dec. 2, 2019
VOYA Financial Inc's See Remarks just declared owning 27,488 shares of VOYA Financial Inc - Dec. 2, 2019
VOYA Financial Inc's See Remarks just declared owning 87,760 shares of VOYA Financial Inc - Nov. 18, 2019
VOYA Financial Inc's See Remarks just declared owning 27,488 shares of VOYA Financial Inc - Nov. 18, 2019
Quarterly report filed by institutional managers, Notice - Nov. 14, 2019

Auto Refresh

Feedback