VOYA FINANCIAL, INC. (NYSE:VOYA) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.

On July5, 2017, Voya Financial, Inc. (“Voya”) completed its registered public offering (the “Offering”) of $400 million aggregate principal amount of 3.125% Senior Notes due 2024 (the “Notes”). The Notes are guaranteed by Voya Holdings Inc., a wholly-owned subsidiary of Voya (“Voya Holdings”). The Offering resulted in aggregate net proceeds to Voya of approximately $395.2 million, after deducting commissions and estimated expenses. As previously announced, Voya intends to use all of the net proceeds of the Offering to redeem a portion of its Senior Notes due 2018 (the “2018 Senior Notes”) and to pay accrued interest, related premiums, fees and expenses.

Voya issued the Notes under an indenture dated as of July13, 2012 (the “Base Indenture”), as supplemented by a seventh supplemental indenture dated as of July5, 2017 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), each among Voya, Voya Holdings and U.S. Bank National Association, as trustee (the “Trustee”).

Voya will pay interest on the Notes on January15 and July15 of each year, beginning on January15, 2018. The Notes will mature on July15, 2024 and bear interest at a rate of 3.125%per annum. The terms of the Indenture, among other things, limit Voya’s ability to create liens, dispose of stock of certain subsidiaries and merge, consolidate or sell assets. Voya may, at its option, redeem, in whole or in part, the Notes at any time and from time to time. The provisions of the Indenture governing Notes provide that certain events will constitute an event of default with respect to such Notes.

The foregoing is only a summary of certain provisions and is qualified in its entirety by the terms of the Base Indenture, as filed with the Securities and Exchange Commission and incorporated by reference as an exhibit to Voya’s Registration Statement on Form S-3 (No. 333-218956) and the Supplemental Indenture, a copy of which is filed herewith as Exhibit 4.1 and incorporated by reference herein.

Item 1.01. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant.

Please refer to the discussion under Item 1.01 above, which is incorporated under this Item 1.01 by reference.

Item 1.01. Financial Statements and Exhibits.

(d) Exhibits

Voya Financial, Inc. Exhibit
EX-4.1 2 d407108dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 VOYA FINANCIAL,…
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About VOYA FINANCIAL, INC. (NYSE:VOYA)

Voya Financial, Inc. is a holding company. The Company is a retirement, investment and insurance company, which provides retirement services, annuities, investment management services, mutual funds, life insurance, group insurance and supplemental health products. It provides its principal products and services in two ongoing businesses: Retirement and Investment Solutions, and Insurance Solutions. The Retirement and Investment Solutions business provides products and services through three segments: Retirement, Annuities and Investment Management. The Insurance Solutions business provides its products and services through two segments: Individual Life and Employee Benefits. In addition, the Company also has Closed Blocks and Corporate segments. Closed Blocks consists of two segments, which it has placed in run-off: Closed Block Variable Annuity and Closed Block Other. Corporate segment includes its corporate activities, and corporate-level assets and financial obligations.