Voya 2014 Annual Report Download - page 183

Junior Subordinated Notes
On May 16, 2013, Voya Financial, 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 Voya 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 bear interest at a fixed rate of 5.65% prior to May 15, 2023. From May 15, 2023, the 2053 Notes bear
interest at an annual rate equal to three-month London Interbank Offered Rates (“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 NN Group (as successor to 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, Voya Financial, Inc. and Voya 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, 2014 and 2013, Voya Holdings had outstanding $163.0 million principal amount of
7.25% Debentures due August 15, 2023, $235.1 million principal amount of 7.63% Debentures due August 15,
2026 and $108.0 million principal amount of 6.97% Debentures due August 15, 2036 (collectively, the “Aetna
Notes”), which were issued by a predecessor of Voya Holdings and assumed in connection with our acquisition
of Aetna’s life insurance and related businesses. In addition, Equitable of Iowa Capital Trust II, a limited purpose
trust, has outstanding $13.0 million principal amount of 8.42% Series B Capital Securities due April 1, 2027 (the
“Equitable Notes”). ING Group guarantees the Aetna Notes. The Equitable Notes benefit from a guarantee by
Voya Financial, Inc.
160