| Item 7.01 | Regulation FD Disclosure. |
On October 4, 2018, Voya Financial, Inc. (the “Company”) issued a press release announcing the Redemption (as defined below). The press release is attached hereto as Exhibit 99.1, and is incorporated by reference herein.
The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that Section, nor shall such information be deemed to be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise stated in that filing.
On October 4, 2018, the Company delivered to the holders of its 5.500% Senior Notes due 2022 (the “2022 Notes”) a notice of redemption (the “Notice”), notifying those noteholders that, pursuant to Section 3.04 of the base indenture (the “Base Indenture”), dated as of July 13, 2012, among ING U.S., Inc. (subsequently renamed Voya Financial, Inc.) (the “Company”), Lion Connecticut Holdings Inc. (subsequently renamed Voya Holdings Inc.) (the “Guarantor”) and U.S. Bank National Association, as trustee (the “Trustee”) and Section 2.07 of the first supplemental indenture to the Base Indenture (the “First Supplemental Indenture”, and, together with the Base Indenture, the “Indenture”), dated as of July 13, 2012, among the Company, the Guarantor and the Trustee, the Company has elected to redeem $125,000,000 in aggregate principal amount of the outstanding 2022 Notes, in accordance with the terms of the Indenture and the 2022 Notes (the “Redemption”).
Pursuant to the Notice, the 2022 Notes are called for redemption on November 5, 2018 (the “Redemption Date”). The redemption price for the 2022 Notes is equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest to, but excluding, the Redemption Date, or (ii) the Make-Whole Redemption Amount (as defined in the Indenture) (the “Redemption Amount”). On the Redemption Date, the Redemption Amount will become due and payable on the 2022 Notes called for redemption and, unless the Company defaults in making payment of the Redemption Amount, interest on the 2022 Notes called for redemption shall cease to accrue on and after the Redemption Date.
The Company intends to fund the Redemption Amount from the net proceeds it received from its recent registered public offering of $325,000,000 aggregate principal amount of shares of its 6.125% Fixed-Rate ResetNon-Cumulative Preferred Stock, Series A together with cash on hand. Following payment of the Redemption Amount, it is expected that $96,791,000 aggregate principal amount of the 2022 Notes will remain outstanding.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
