Voya 2013 Annual Report Download - page 344

ING U.S., Inc.
Notes to the Consolidated Financial Statements
(Dollar amounts in millions, unless otherwise stated)
Senior Notes
On July 13, 2012, ING U.S., Inc. issued $850.0 of unsecured 5.5% Senior Notes due 2022 (the “2022 Notes”) in a
private placement with registration rights. The 2022 Notes are guaranteed by Lion Holdings. Interest is paid semi-
annually, in arrears, on each January 15 and July 15, commencing on January 15, 2013. ING Financial Markets,
LLC, an affiliate, served as Joint Book Running Manager for the 2022 Notes and was paid $0.3 for its services. The
Company used the proceeds of the 2022 Notes to repay $500.0 of the direct borrowings under a $3.5 billion
committed Revolving Credit Agreement (“Revolving Credit Agreement”). The remaining proceeds were used for
general corporate purposes, including the retirement of a portion of our outstanding commercial paper.
On February 11, 2013, ING U.S., Inc. issued $1.0 billion of unsecured 2.9% Senior Notes due 2018 (the “2018
Notes”) in a private placement with registration rights. The 2018 Notes are guaranteed by Lion Holdings. Interest
is paid semi-annually, in arrears, on each February 15 and August 15, commencing on August 15, 2013. ING
Financial Markets, LLC, an affiliate, served as Joint Book Running Manager for the 2018 Notes and was paid
$0.3 for its services. The Company made payments totaling $850.0 on the Term Loan portion of the Company’s
Senior Unsecured Credit Facility from the proceeds of the 2018 Notes. The remaining proceeds were used for
general corporate purposes.
On July 26, 2013, ING U.S., Inc. issued $400.0 of unsecured 5.7% Senior Notes due 2043 (the “2043 Notes”) in
a private placement with registration rights. The 2043 Notes are guaranteed by Lion Holdings. Interest is paid
semi-annually 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.
The Company 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 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 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, the Company has 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 Senior Co-Manager for the 2053 Notes and
was paid $0.2 for its services.
At any time following notice of the Company’s plan to defer interest and during the period interest is deferred,
the Company and its subsidiaries generally, with certain exceptions, may not make payments on or redeem or
purchase any shares of the Company’s 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.
The Company 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 of aggregate principal (excluding the principal amount of 2053 Notes held by the Company, or
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