Voya 2013 Annual Report Download - page 345

ING U.S., Inc.
Notes to the Consolidated Financial Statements
(Dollar amounts in millions, unless otherwise stated)
its 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, the Company used the proceeds from the 2053 Notes for the repayment of the remaining
outstanding borrowings of $392.5 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 Agreements
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
ING Group guarantees various debentures of Lion Holdings that were assumed by Lion Holdings in connection
with the Company’s acquisition of Aetna’s life insurance and related businesses in 2000 (the “Aetna Notes”).
Concurrent with the completion of the Company’s IPO, the Company entered into a shareholder agreement with
ING Group that governs certain aspects of the Company’s continuing relationship. The Company agreed in the
shareholder agreement to reduce the aggregate outstanding principal amount of Aetna Notes to:
• no more than $400.0 as of December 31, 2015;
• no more than $300.0 as of December 31, 2016;
• no more than $200.0 as of December 31, 2017;
• no more than $100.0 as of December 31, 2018;
• and zero as of December 31, 2019.
The reduction in principal amount of Aetna Notes can be accomplished, at the Company’s option, through
redemptions, repurchases or other means, but will also be deemed to have been reduced to the extent the
Company posts collateral with a third-party collateral agent, for the benefit of ING Group, which may consist of
cash collateral; certain investment-grade debt instruments; a letter of credit (“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 the Company fails to reduce the outstanding principal amount of the Aetna Notes, the Company 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.
On September 15, 2013, the Company repaid, at maturity, a portion of the Aetna Notes which carried an ING
Group guarantee. As of December 31, 2013, the outstanding par amount of the Aetna Notes guaranteed by ING
Group was $506.1.
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