Voya 2013 Annual Report Download - page 165

proceeds of the 2018 Notes for general corporate purposes. As a result of the issuance of the 2018 Notes, the
revolving credit borrowings sublimit of the Revolving Credit Agreement of the Senior Unsecured Credit Facility
was further reduced by 50% of the issuance to the minimum of $750.0 million.
On July 26, 2013, ING U.S., Inc. issued $400.0 million of unsecured 5.7% Senior Notes due 2043 (the
“2043 Notes”), a private placement with registration rights. The 2043 Notes are guaranteed by Lion Holdings.
Interest is paid semiannually on each January 15 and July 15, commencing on January 15, 2014. ING Financial
Markets, LLC, an affiliate, served as Senior Co-Manager for the 2043 Notes and was paid an immaterial amount
for its services. We used the proceeds of the 2043 Notes for general corporate purposes, including the repayment
of certain borrowings.
Junior Subordinated Notes. On May 16, 2013, ING U.S., Inc. issued $750.0 million of 5.65% Fixed-to-
Floating Rate Junior Subordinated Notes due 2053 (the “2053 Notes”) in a private placement with registration
rights. The 2053 Notes are guaranteed on an unsecured, junior subordinated basis by Lion Holdings. Interest is
paid semi-annually, in arrears, on each May 15 and November 15, commencing November 15, 2013 and ending
on May 15, 2023. The 2053 Notes will bear interest at a fixed rate of 5.65% prior to May 15, 2023. From
May 15, 2023, the 2053 Notes will bear interest at an annual rate equal to three-month LIBOR plus 3.58%
payable quarterly, in arrears, on February 15, May 15, August 15 and November 15. So long as no event of
default with respect to the 2053 Notes has occurred and is continuing, we have the right on one or more
occasions, to defer the payment of interest on the 2053 Notes for one or more consecutive interest periods for up
to five years. During the deferral period, interest will continue to accrue at the then-applicable rate and deferred
interest will bear additional interest at the then-applicable rate. ING Financial Markets, LLC, an affiliate, served
as a Senior Co-Manager on the 2053 Notes and was paid $0.2 million for its services.
At any time following notice of our plan to defer interest and during the period interest is deferred, we and
our subsidiaries generally, with certain exceptions, may not make payments on or redeem or purchase any shares
of our common stock or any of the debt securities or guarantees that rank in liquidation on a parity with or are
junior to the 2053 Notes.
We may elect to redeem the 2053 Notes (i) in whole at any time or in part on or after May 15, 2023 at a
redemption price equal to the principal amount plus accrued and unpaid interest. If the notes are not redeemed in
whole, $25.0 million of aggregate principal (excluding the principal amount of the 2053 Notes held by us or our
affiliates) must remain outstanding after giving effect to the redemption; or (ii) in whole, but not in part, at any
time prior to May 15, 2023 within 90 days after the occurrence of a “tax event” or “rating agency event”, as
defined in the 2053 Notes offering memorandum, at a redemption price equal to the principal amount, or, if
greater, a “make-whole redemption price,” as defined in the 2053 Notes offering memorandum, plus, in each
case accrued and unpaid interest.
On May 21, 2013, we used the proceeds of the 2053 Notes for the repayment of the remaining outstanding
borrowings of $392.5 million under the Term Loan portion of the Company’s Senior Unsecured Credit Facility.
The remaining proceeds were used to partially repay borrowings with ING V.
Registration Rights Agreement. Under the Registration Rights Agreements associated with the 2022 Notes,
the 2018 Notes, the 2053 Notes and the 2043 Notes, ING U.S., Inc. and Lion Holdings agreed to use reasonable
best efforts to cause a registration statement to be filed with the SEC that, upon effectiveness, would permit
holders of these notes to exchange them for new notes containing identical terms except for the restrictions on
transfer contained in the original notes. The offer to exchange the 2022 Notes, the 2018 Notes and the 2053
Notes was completed on August 14, 2013. The offer to exchange the 2043 Notes was completed on
December 23, 2013.
Aetna Notes. As of December 31, 2013 and 2012, Lion Holdings had outstanding $163.0 million par amount
of 7.25% Debentures due August 15, 2023, $235.1 million par amount of 7.63% Debentures due August 15, 2026
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