VOYA FINANCIAL, INC. (NYSE:VOYA) Files An 8-K Material Modification to Rights of Security Holders

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VOYA FINANCIAL, INC. (NYSE:VOYA) Files An 8-K Material Modification to Rights of Security Holders

VOYA FINANCIAL, INC. (NYSE:VOYA) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03

Upon issuance of 300,000 shares of the 5.35% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series B, par value $0.01 per share and liquidation preference $1,000 per share (the “Series B Preferred Stock”), by Voya Financial, Inc. (the “Company”) on June 18, 2019, the ability of the Company to declare or pay dividends on, or purchase, redeem or otherwise acquire, shares of its common stock or any shares of the Company that rank junior to, or on parity with, the Series B Preferred Stock will be subject to certain restrictions in the event that the Company does not declare and pay (or set aside) dividends on the Series B Preferred Stock for the last preceding dividend period. The terms of the Series B Preferred Stock, including such restrictions, are more fully described in the Certificate of Designations for the Series B Preferred Stock, a copy of which is attached as Exhibit 3.3 to the Company’s Registration Statement on Form 8-A filed with the U.S. Securities and Exchange Commission (the “Commission”) on June 17, 2019 and incorporated herein by reference.

On June 17, 2019, the Company filed a Certificate of Designations with the Secretary of State of the State of Delaware to establish the preferences, limitations and relative rights of the Series B Preferred Stock. The Certificate of Designations became effective upon filing, and a copy is attached as Exhibit 3.3 to the Company’s Registration Statement on Form 8-A filed with the Commission on June 17, 2019 and incorporated herein by reference.

On June 18, 2019, the Company issued and sold 12,000,000 depositary shares (the “Depositary Shares”), each representing a 1/40th interest in a share of the Company’s Series B Preferred Stock.

The Depositary Shares were offered and sold to the shelf registration statement on Form S-3 (File No. 333-218956), filed with the Commission on June 23, 2017, as amended on June 11, 2019, and a prospectus supplement related to the Depositary Shares dated June 11, 2019 (filed with the Commission to Rule 424(b)(2) under the Securities Act of 1933).

On June 18, 2019, in connection with the issuance of the Depositary Shares, the Company entered into a deposit agreement (which is attached as Exhibit 4.1 hereto and incorporated by reference herein) among the Company, Computershare Inc. and Computershare Trust Company, N.A., jointly as depositary, and the holders from time to time of the depositary receipts described therein.

(d) Exhibits

23.1    Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit 5.1 above).


Voya Financial, Inc. Exhibit
EX-4.1 2 d737000dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 DEPOSIT AGREEMENT among VOYA FINANCIAL,…
To view the full exhibit click here

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.