Voya 2014 Annual Report Download - page 184

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; letters of credit (“LOC”) meeting certain requirements; or senior debt
obligations of ING Group or a wholly owned subsidiary of ING Group.
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.
On September 15, 2013, we repaid, at maturity, a portion of the Aetna Notes which carried an ING Group
guarantee. As of December 31, 2014 and 2013, the outstanding principal amount of Aetna Notes guaranteed by
ING Group was $506.1 million.
Senior Unsecured Credit Facility
On April 20, 2012, Voya Financial, 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
guaranteed by NN Group. The Senior Unsecured Credit Facility is guaranteed by Voya Holdings. As part of the
Senior Unsecured Credit Facility, Voya Financial, Inc. entered into a Revolving Credit Agreement and a $1.5
billion syndicated Term Loan Agreement (“Term Loan Agreement”).
Revolving Credit Agreement
The Revolving Credit Agreement, while primarily an LOC facility, also included a revolving credit sublimit
of up to $1.5 billion of the $3.5 billion total, which could be directly borrowed by Voya Financial, Inc. This $1.5
billion direct borrowings sublimit would be reduced by 50.0% of the face amount of any debt securities issued by
us, provided, that the sublimit may not be reduced below $750.0 million as a result. The cost of borrowings and
LOC under the Revolving Credit Agreement varied depending on Voya Financial, Inc.’s credit rating. The terms
of the Senior Unsecured Credit Facility required Voya Financial, Inc. to maintain liquidity of $500.0 million at
all times (which covenant was subsequently terminated as noted below). In order to meet this requirement in the
future, Voya Financial, Inc. could be required to forgo otherwise available draws under the Revolving Credit
Agreement.
Immediately following the closing of the Revolving Credit Agreement, Voya Financial, Inc. drew $500.0
million of direct borrowings to replace internally funded financing. In addition, $1.4 billion of LOCs were issued
to replace $1.4 billion of LOCs issued under a pre-existing $2.5 billion syndicated LOC facility.
On July 17, 2012, as a result of the issuance of the 2022 Notes, the direct borrowing sublimit under the
Revolving Credit Agreement was reduced to $1.1 billion consistent with the requirement described above. On
February 11, 2013, as a result of the issuance of the 2018 Notes, the revolving credit borrowing sublimit of the
Revolving Credit Agreement was reduced by 50.0% of the issuance to the minimum of $750.0 million.
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