Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement Nos. 333-218956
333-218956-01
June 26, 2017
Voya Financial, Inc.
$400,000,000 3.125% Senior Notes due 2024
Pricing Term Sheet
Issuer: | Voya Financial, Inc. | |
Guarantor: | Voya Holdings Inc. | |
Expected Ratings (Moody’s/S&P/Fitch)*: | Baa2 / BBB / BBB | |
Securities: | 3.125% Senior Notes due 2024 | |
Offering Format: | SEC-Registered | |
Trade Date: | June 26, 2017 | |
Settlement Date: | July 5, 2017 (T+6)** | |
Maturity Date: | July 15, 2024 | |
Principal Amount: | $400,000,000 | |
Price to Public: | 99.699% of principal amount | |
Gross Underwriting Discount: | 0.650% | |
Net Proceeds to Issuer (Before Expenses): | $396,196,000 | |
Coupon: | 3.125% per annum | |
Yield to Maturity: | 3.173% | |
Spread to Benchmark Treasury: | +120 basis points | |
Benchmark Treasury: | 2.000% due May 31, 2024 | |
Benchmark Treasury Price/Yield: | 100-05+ / 1.973% | |
Interest Payment Dates: | Semi-annually on January 15 and July 15 of each year, commencing January 15, 2018 | |
Optional Redemption: | Prior to May 15, 2024, make-whole redemption at the discount rate of U.S. Treasuries plus 20 basis points
On or after May 15, 2024, par call redemption |
Minimum Denominations: | $2,000 and integral multiples of $1,000 in excess thereof | |
CUSIP: | 929089 AD2 | |
ISIN: | US929089AD25 | |
Joint Book-Running Managers: | Citigroup Global Markets Inc. Scotia Capital (USA) Inc. Wells Fargo Securities, LLC BNP Paribas Securities Corp. Commerz Markets LLC | |
Senior Co-Managers: | Barclays Capital Inc. BMO Capital Markets Corp. Deutsche Bank Securities Inc. ICBC Standard Bank Plc ING Financial Markets LLC J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Mizuho Securities USA LLC MUFG Securities Americas Inc. RBC Capital Markets, LLC SunTrust Robinson Humphrey, Inc. U.S. Bancorp Investments, Inc. | |
Co-Managers: | BNY Mellon Capital Markets, LLC Credit Suisse Securities (USA) LLC Goldman Sachs & Co. LLC Morgan Stanley & Co. LLC nabSecurities, LLC PNC Capital Markets LLC UniCredit Capital Markets LLC The Williams Capital Group, L.P. |
* | The security ratings above are not a recommendation to buy, sell or hold the securities offered hereby. The ratings may be subject to revision or withdrawal at any time by Moody’s, Standard and Poor’s and Fitch. Each of the security ratings above should be evaluated independently of any other security rating. |
** | Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in three business days, unless the parties to the trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date of pricing or the next two succeeding business days will be required, by virtue of the fact that the notes initially will settle in T+6, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own advisors. |
The issuer and guarantor have filed a registration statement (including a base prospectus and a prospectus supplement) with the U.S. Securities and Exchange Commission (SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus supplement for this offering, the prospectus in that registration statement and any other documents the issuer has filed with the SEC for more complete information about the issuer, the guarantor and this offering. You may get these documents for free by visiting EDGAR on the SEC web site at http://www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at1-800-831-9146, calling Scotia Capital (USA) Inc. toll-free at 1-800-372-3930 or calling Wells Fargo Securities, LLC toll-free at 1-800-645-3751.