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EX-99.1 - EX-99.1 - Voya Financial, Inc.d418922dex991.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 26, 2017

 

 

VOYA FINANCIAL, INC.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   001-35897   52-1222820

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

230 Park Avenue

New York, New York

    10169
(Address of principal executive offices)     (Zip Code)

Registrant’s telephone number, including area code: (212) 309-8200

N/A

(Former Name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 7.01. Regulation FD.

In connection with the offering described in Item 8.01 below, the Company made available the following information to potential investors:

During the second quarter to date, the Company has repurchased 3,986,647 shares (in an aggregate purchase amount of $150,000,000, which was paid in the first quarter of 2017) and 4,535,457 shares (in an aggregate purchase amount of $163,152,990, which has been paid during the second quarter).

Item 8.01. Other Events.

On June 26, 2017, Voya Financial, Inc. (“Voya”) issued a press release announcing the commencement of a proposed underwritten public offering of senior notes due 2024 (the “Offering”). The senior notes will be guaranteed by Voya Holdings Inc., a wholly-owned subsidiary of Voya. 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. The foregoing does not constitute a notice of redemption or an obligation to issue a notice of redemption for the 2018 Senior Notes.

The press release announcing the commencement of the proposed Offering is attached hereto as Exhibit 99.1, and is incorporated by reference herein.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit

No.

  

Description

99.1    Press release dated June 26, 2017 announcing the launch of the Offering.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    VOYA FINANCIAL, INC.
Date: June 26, 2017     By:  

/S/ TREVOR OGLE

    Name:   Trevor Ogle
    Title:  

Senior Vice President and Deputy

General Counsel


EXHIBIT INDEX

 

Exhibit

No.

  

Description

99.1    Press release dated June 26, 2017 announcing the launch of the Offering.