Voya 2013 Annual Report Download - page 166

and $108.0 million par amount of 6.97% Debentures due August 15, 2036 (collectively, the “Aetna Notes”), all
of which were issued by a predecessor of Lion Holdings and assumed in connection with our acquisition of
Aetna’s life insurance and related businesses. An additional portion of the Aetna Notes, which carried an ING
Group guarantee, were also held as of December 31, 2012 and were repaid at maturity. In addition, Equitable of
Iowa Capital Trust II, a limited purpose trust, has outstanding $13.0 million par amount of 8.42% Series B
Capital Securities due April 1, 2027 (the “ING USA Notes”). ING Group guarantees the Aetna Notes. The ING
USA Notes benefit from a guarantee by ING U.S., Inc.
Concurrent with the completion of our IPO, we entered into a shareholder agreement with ING Group that
governs certain aspects of our continuing relationship. We agreed to reduce the aggregate outstanding principal
amount of Aetna Notes to:
• no more than $400.0 million as of December 31, 2015;
• no more than $300.0 million as of December 31, 2016;
• no more than $200.0 million as of December 31, 2017;
• no more than $100.0 million as of December 31, 2018;
• and zero as of December 31, 2019.
The reduction in principal amount of Aetna Notes can be accomplished, at our option, through redemptions,
repurchases or other means, but will also be deemed to have been reduced to the extent we post collateral with a
third-party collateral agent, for the benefit of ING Group, which may consist of cash collateral; certain
investment-grade debt instruments; an LOC meeting certain requirements; or senior debt obligations of ING
Group or a wholly owned subsidiary of ING Group (other than the Company or its subsidiaries).
If we fail to reduce the outstanding principal amount of the Aetna Notes, we agreed to pay a quarterly fee
(ranging from 0.5% per quarter for 2016 to 1.25% per quarter for 2019) to ING Group based on the outstanding
principal amount of Aetna Notes which exceed the limits set forth above. As of December 31, 2013, the
outstanding par amount of Aetna Notes guaranteed by ING Group was $506.1 million.
Surplus Notes
Two of our captive reinsurance subsidiaries issued surplus notes in order to finance insurance reserves
assumed. On January 3, 2013, Whisperingwind II, LLC (“Whisperingwind II”) repaid the $359.3 million surplus
note. On April 26, 2013, a final return of remaining capital in Whisperingwind II was paid to its parent, ReliaStar
Life Insurance Company, and the subsidiary was dissolved.
On April 16, 2013, Whisperingwind III, LLC (“Whisperingwind III”) obtained a LOC of $305.0 million to
replace its surplus note. Upon receiving regulatory approval, on April 19, 2013, Whisperingwind III repaid its
$329.1 million surplus note. This surplus note was replaced with letters of credit. See “-Credit Facilities and
Subsidiary Credit Support Arrangements”below. Also, see “Item 8. Note 16. Financing Agreements-Surplus
Notes”.
On January 15, 2014, Langhorne I, LLC (“Langhorne I”), a wholly owned reinsurance subsidiary of the
Company, entered into a Transaction Agreement that allows for it to issue up to $500.0 million of surplus notes
to a third party in exchange for a trust note used to support an affiliated reinsurance transaction. See “Credit
Facilities and Subsidiary Credit Support Arrangements” section below.
Senior Unsecured Credit Facility
On April 20, 2012, ING U.S., Inc. entered into a $5.0 billion unsecured Senior Credit Facility (“Senior
Unsecured Credit Facility”) with a syndicate of banks, replacing financing that was either internally funded or
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