On June11, 2019, Voya Financial, Inc. (Voya or the Company), announced that it had priced its registered public offering (the Offering) of 12,000,000 depositary shares, each representing a 1/40
interest in a share of the Companys 5.35% Fixed-Rate Reset
Preferred Stock, SeriesB, $1,000 liquidation preference per share (equivalent to $25.00 per depositary share).
In connection with the Offering, the Company entered into an Underwriting Agreement, dated June11, 2019 (the Underwriting Agreement), among Voya and the underwriters named therein. The Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated into this Item 8.01 by reference.
Redemption of 2022 Notes
On June12, 2019, the Company delivered to the holders of its 5.500% Senior Notes due 2022 (the 2022 Notes) a notice of redemption (the Notice), notifying those noteholders that, pursuant to Section3.04 of the base indenture (the Base Indenture), dated as of July13, 2012, among ING U.S., Inc. (subsequently renamed Voya Financial, Inc.) (the Company), Lion Connecticut Holdings Inc. (subsequently renamed Voya Holdings Inc.) (the Guarantor) and U.S. Bank National Association, as trustee (the Trustee) and Section2.07 of the first supplemental indenture to the Base Indenture (the First Supplemental Indenture, and, together with the Base Indenture, the Indenture), dated as of July13, 2012, among the Company, the Guarantor and the Trustee, the Company has elected to redeem all of the outstanding $96,791,000 aggregate principal amount of 2022 Notes, in accordance with the terms of the Indenture and the 2022 Notes (the Redemption).
Pursuant to the Notice, the 2022 Notes are called for redemption on July12, 2019 (the Redemption Date). The redemption price for the 2022 Notes is equal to the greater of (i) 100% of the principal amount of the 2022 Notes to be redeemed plus accrued and unpaid interest to, but excluding, the Redemption Date, or (ii)the Make-Whole Redemption Amount (as defined in the Indenture) (the Redemption Amount). On the Redemption Date, the Redemption Amount will become due and payable on the 2022 Notes and, unless the Company defaults in making payment of the Redemption Amount, interest on the 2022 Notes shall cease to accrue on and after the Redemption Date.
The Company intends to fund the Redemption Amount from the net proceeds it expects to receive from the Offering.
COMMENTARY REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this Current Report on Form8-K, including those describing the Redemption and the anticipated source of funds for the Redemption, constitute forward looking statements. These statements are not historical facts but instead represent only Voyas belief regarding future events. It is possible that actual results will differ, possibly materially, from the anticipated results indicated in these statements. Factors that may cause actual results to differ from those in any forward-looking statement also include those described under Risk Factors, and Managements Discussion and Analysis of Financial Condition and Results of Operations-Trends and Uncertainties in Voyas Annual Report on Form
for the year ended December31, 2018, filed with the SEC on March14, 2019, in Voyas Quarterly Report on Form
for the quarter ended March31, 2019 filed with the SEC on May8, 2019, and the other filings Voya makes with the SEC.
Financial Statements and Exhibits.
Underwriting Agreement, dated June11, 2019, among Voya Financial, Inc. and the underwriters listed on Schedule I thereto.
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 hereunto duly authorized.
VOYA FINANCIAL, INC
Date: June12, 2019
/s/ Trevor Ogle
Senior Vice President and Deputy General Counsel
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