Voya 2013 Annual Report Download - page 468

the last date on which any Group Individual is a director, officer or employee of the Company, with certain
exceptions and potential extensions. The Shareholder Agreement also provides a process for adjustments to these
coverages and requires the Company and ING Group to share the cost of these coverages and to cooperate in
handling renewals and claims.
Provisions with respect to certain obligations of the Company guaranteed by ING Group or its
subsidiaries
Aetna Notes
ING Group guarantees approximately $506.1 million par value of 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”). The Aetna Notes mature between 2023 and 2036.
The Company agreed in the Shareholder Agreement that it will 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 may 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 shall have posted 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 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 collateral is posted in lieu of reducing the outstanding principal amount of Aetna Notes, the amount of
such collateral shall be deemed to reduce the outstanding principal amount of Aetna Notes dollar-for-dollar,
except that collateral consisting of certain investment grade debt instruments shall be subject to a “haircut”,
calculated based on the applicable collateral margin that would be applied from time to time by the U.S. Federal
Reserve System to such collateral if it were to be pledged as security for discount window advances.
If the Company fails to reduce the outstanding principal amount of the Aetna Notes as set forth above, the
Company will pay a fee to ING Group, payable each quarter, equal to the Quarterly Fee Rate multiplied by the
amount by which, as of the end of the immediately preceding fiscal quarter of the Company, the outstanding
principal amount of Aetna Notes exceeded the limits set forth above. The “Quarterly Fee Rate” (i) for 2016, is
0.5% per quarter; (ii) for 2017, is 0.75% per quarter; (iii) for 2018, is 1.0% per quarter; and (iv) for 2019 and
subsequent years, is 1.25% per quarter.
Other ING Group Guarantees
In addition to the specific provisions set forth above with respect to the Aetna Notes, the Shareholder
Agreement also provides that, to the extent that ING Group or any of its subsidiaries (other than the Company or
any of its subsidiaries) shall at any time make any payments with respect to any Company obligations that are the
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