Voya 2014 Annual Report Download - page 366

Voya Financial, Inc.
Notes to the Consolidated Financial Statements
(Dollar amounts in millions, unless otherwise stated)
Registration Rights Agreements
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
ING Group guarantees various debentures of Voya Holdings that were assumed by Voya 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.
As of December 31, 2014 and 2013, the outstanding principal amount of the Aetna Notes guaranteed by ING
Group was $506.1.
Windsor Property Loan
On June 16, 2007, the State of Connecticut acting on behalf of the Department of Economic and Community
Development (“DECD”) loaned Voya Retirement Insurance and Annuity Company (“VRIAC”), formerly known
as ING Life Insurance and Annuity Company, $9.9 (the “DECD Loan”) in connection with the development of a
corporate office facility located at One Orange Way, Windsor, Connecticut (the “Windsor Property”). The loan
has a term of twenty years and bears an annual interest rate of 1.00%. As long as no defaults have occurred under
the loan, no payments of principal or interest are due for the initial ten years of the loan. For the second ten years
of the DECD Loan term, VRIAC is obligated to make monthly payments of principal and interest.
The DECD Loan provided for loan forgiveness during the first five years of the term at varying amounts up to
$5.0 if VRIAC and its affiliates met certain employment thresholds at the Windsor Property during that period.
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