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 17, 2016

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 ( see General Instruction A.2. below):
 
¨	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))	

 

Item 8.01.	Other Events.	
On June 17, 2016, Voya Financial, Inc. (“Voya”) issued a press release announcing that it had priced its previously announced tender offer (the “Tender Offer”) for certain debt securities of Voya and one of its subsidiaries, Voya Holdings Inc. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.
On June 20, 2016, Voya issued a press release announcing the early results as of the early participation date of the Tender Offer, and Voya’s election to early settle the Tender Offer. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated into this Item 8.01 by reference.
 
Item 9.01.	Financial Statements and Exhibits.	
 
 	(d)	Exhibits	

Exhibit No.	  	Description	
99.1	  	Press release dated June 17, 2016 announcing the pricing of the tender offer.	
99.2	  	Press release dated June 20, 2016 announcing the early results and the early settlement of the tender offer.	

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 22, 2016	 		 	By:	 	/ S / T REVOR O GLE	
	 		 	Name:	 	Trevor Ogle	
	 		 	Title:	 	Senior Vice President and Deputy General Counsel	

EXHIBIT INDEX

Exhibit No.	  	Description	
99.1	  	Press release dated June 17, 2016 announcing the pricing of the tender offer.	
99.2	  	Press release dated June 20, 2016 announcing the early results and the early settlement of the tender offer.	

Exhibit 99.1

NEW YORK, June 17, 2016
Voya Financial Announces Pricing of its Cash Tender Offer
Voya Financial, Inc. (NYSE: VOYA) (“Voya” or the “Company”) announced today the pricing of its previously announced cash tender offer for up to $800,000,000 of combined aggregate purchase price (exclusive of accrued interest) (the “Tender Cap”) across five series of notes and debentures of Voya and one of its subsidiaries, Voya Holdings Inc. (“Voya Holdings”), listed in the table below (the “Securities”). The complete terms of the tender offer are set forth in the offer to purchase and the related letter of transmittal, each dated June 6, 2016. The early participation date for the tender offer is today at 5:00 p.m., New York City time, unless extended (such date and time, the “Early Participation Date”).
The table below sets forth the applicable reference yield for each series of Securities based on the bid-side price of the applicable reference security as displayed on BBT or BBT4 Bloomberg reference page, as applicable, and measured at 11:00 a.m., New York City time, on the Early Participation Date, and total consideration and accrued interest per $1,000 principal amount of each series of Securities assuming settlement on the Early Settlement Date (as defined below).

S ECURITIES S UBJECT TO THE T ENDER O FFER	 	
Title of Security	  	Issuer	  	CUSIP	  	Early
Tender
Premium (1)	  	Reference
Security	  	Reference
Yield	 	  	Fixed
Spread
(basis
points)	  	Total
Consideration (2)(3)	 	
6.970% Debentures due 2036*	  	Voya Holdings Inc.	  	008117 AJ2	  	$30	  	2.500% U.S. Treasury due 2/15/2046	  	 	2.435	% 	  	175	  	$	1,376.57	  	
7.625% Debentures due 2026*	  	Voya Holdings Inc.	  	008117 AH6	  	$30	  	1.625% U.S. Treasury due 5/15/2026	  	 	1.618	% 	  	160	  	$	1,379.05	  	
7.250% Debentures due 2023*	  	Voya Holdings Inc.	  	008117 AG8	  	$30	  	1.625% U.S. Treasury due 5/15/2026	  	 	1.618	% 	  	130	  	$	1,277.78	  	
5.500% Senior Notes due 2022**	  	Voya Financial, Inc.	  	45685E AB2
45685E AA4
U45717 AA0	  	$30	  	1.375% U.S. Treasury due 5/31/2021	  	 	1.124	% 	  	155	  	$	1,157.34	  	
2.900% Senior Notes due 2018**	  	Voya Financial, Inc.	  	45685E AE6
45685E AC0
U45717 AB8	  	$30	  	1.000% U.S. Treasury due 2/15/2018	  	 	0.698	% 	  	35	  	$	1,030.26	  	
 
* Guaranteed by ING Groep N.V., a global financial services company based in the Netherlands and Voya’s former parent company.
** Guaranteed by Voya Holdings, a Connecticut corporation and a wholly-owned subsidiary of Voya.
 
 	(1)	The total consideration payable for each $1,000 principal amount of Securities validly tendered on or prior to the Early Participation Date and accepted for purchase by the Company includes the early tender premium. In addition, Holders whose Securities are accepted will also receive accrued interest on such Securities.	
 
 	(2)	Per $1,000 principal amount of Securities and shows total consideration assuming it is paid on the Early Settlement Date of June 20, 2016.	
 
 	(3)	Excludes accrued interest.	

Subject to all conditions to the tender offer having been satisfied or waived by the Company, the Company expects to accept for purchase on the early settlement date (the “Early Settlement Date”) any Securities validly tendered (and not subsequently validly withdrawn) on or prior to the Early Participation Date, subject to the acceptance priority levels set forth in the offer to purchase, the Tender Cap and proration, if any. The Company expects the Early Settlement Date to be June 20, 2016. Voya will purchase any remaining notes or debentures that have been validly tendered (and not subsequently validly withdrawn) at or prior to 11:59 p.m., New York City time, on July 1, 2016 (the “Expiration Date”), subject to the acceptance priority levels set forth in the offer to purchase, the Tender Cap and proration, if any, promptly following the Expiration Date on the final settlement date (the “Final Settlement Date” and, each of the Early Settlement Date and the Final Settlement Date, a “Settlement Date”).
Holders who validly tendered (and have not subsequently validly withdrawn) their Securities on or prior to the Early Participation Date, and whose tenders are accepted for purchase, will receive the total consideration set forth in the table above, which includes an early tender premium. Holders validly tendering their Securities after the Early Participation Date and on or prior to the Expiration Date, and whose Securities are accepted for purchase, will be eligible to receive only the applicable tender offer consideration, which is equal to the total consideration less the early tender premium. Holders whose Securities are accepted for purchase in the tender offer will also receive a cash payment representing accrued interest from the most recent interest payment date to but excluding the applicable Settlement Date.
Completion of the tender offer is subject to a number of conditions, including the absence of any adverse legal and market developments. Subject to applicable law, Voya may waive certain of these conditions or extend, terminate or otherwise amend the tender offer. The financing condition described in the offer to purchase was satisfied on June 13, 2016 upon Voya’s completion of a new debt offering in an aggregate principal amount of $800 million.
This press release is qualified in its entirety by the offer to purchase and related letter of transmittal.
Voya has retained Barclays Capital Inc., Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. as the Dealer Managers. D. F. King & Co., Inc. is the Information Agent and Tender Agent. For additional information regarding the terms of the tender offer, please contact: Barclays Capital Inc. at (800) 438-3242 (toll-free) or (212) 528-7581 (collect); Credit Suisse Securities (USA) LLC at (800) 820-1653 (toll-free) or (212) 538-2147 (collect); or Deutsche Bank Securities Inc. at (866) 627-0391 (toll-free) or (212) 250-2955 (collect). Requests for documents and questions regarding the tendering of Securities may be directed to D. F. King & Co., Inc. by telephone at (212) 269-5550 (for banks and brokers only) or (866) 207-2324 (for all others toll-free), by email at voya@dfking.com or to the Dealer Managers at their respective telephone numbers.
This press release does not constitute an offer or an invitation by Voya to participate in the tender offer in any jurisdiction in which it is unlawful to make such an offer or solicitation in such jurisdiction.
Certain statements in this press release, including those describing the expiration, settlement and completion of the tender offer, constitute forward-looking statements. These statements are not historical facts but instead represent only Voya’s belief regarding future events, many of which, by their nature, are inherently uncertain and outside Voya’s control. It is possible that actual results will differ, possibly materially, from the anticipated results indicated in these
 
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statements. Factors that may cause actual results to differ, possibly materially, from those in any forward-looking statement include those described under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Trends and Uncertainties” and “Business-Closed Blocks-CBVA” in Voya’s Annual Report on Form 10-K for the year ended December 31, 2015, “Risk Factors” in Voya’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, and the other filings Voya makes with the Securities and Exchange Commission.

Media Contact:	  	Investor Contact:	  	 	
Christopher Breslin
212-309-8941
Christopher.Breslin@voya.com	  	Darin Arita
212-309-8999
IR@voya.com	  		
About Voya Financial ®
Voya Financial, Inc. (NYSE: VOYA), helps Americans plan, invest and protect their savings — to get ready to retire better. Serving the financial needs of approximately 13 million individual and institutional customers in the United States, Voya is a Fortune 500 company that had $11 billion in revenue in 2015. The company had $458 billion in total assets under management and administration as of March 31, 2016. With a clear mission to make a secure financial future possible — one person, one family, one institution at a time — Voya’s vision is to be America’s Retirement Company™. The company is equally committed to conducting business in a way that is socially, environmentally, economically and ethically responsible — Voya has been recognized as one of the 2016 World’s Most Ethical Companies ® by the Ethisphere Institute, and as one of the Top Green Companies in the U.S., by Newsweek magazine.
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Exhibit 99.2

NEW YORK, June 20, 2016
Voya Financial Announces the Early Results of its
Cash Tender Offer and Election to Early Settle
Voya Financial, Inc. (NYSE: VOYA) (“Voya” or the “Company”) announced today the early results of its previously announced cash tender offer for up to $800,000,000 of combined aggregate purchase price (exclusive of accrued interest) (the “Tender Cap”) across five series of notes and debentures of Voya and one of its subsidiaries, Voya Holdings Inc. (“Voya Holdings”), listed in the table below (the “Securities”). The complete terms of the tender offer are set forth in the offer to purchase and the related letter of transmittal, each dated June 6, 2016. The early participation date for the tender offer was 5:00 p.m., New York City time, on June 17, 2016 (such date and time, the “Early Participation Date”). Withdrawal rights for the tender offer expired at 5:00 p.m., New York City time, on June 17, 2016, and have not been extended.
The tender offer is oversubscribed. The principal amounts of the Securities that were validly tendered (and not subsequently validly withdrawn) on or prior to the Early Participation Date and the principal amounts of the Securities that will be accepted for purchase by Voya on the Early Settlement Date (as defined below) are specified in the table below.

S ECURITIES S UBJECT TO THE T ENDER O FFER	
Title of Security	 	Issuer	 	CUSIP	 	Principal
Amount
Outstanding	 	Principal
Amount
Tendered	 	Acceptance
Priority
Level	 	Principal
Amount
Accepted	
6.970% Debentures due 2036*	 	Voya Holdings Inc.	 	008117 AJ2	 	$103,148,000	 	$9,959,000	 	1	 	$9,959,000	
							
7.625% Debentures due 2026*	 	Voya Holdings Inc.	 	008117 AH6	 	$203,985,000	 	$16,356,000	 	2	 	$16,356,000	
							
7.250% Debentures due 2023*	 	Voya Holdings Inc.	 	008117 AG8	 	$162,915,000	 	$17,282,000	 	3	 	$17,282,000	
							
5.500% Senior Notes due 2022**	 	Voya Financial, Inc.	 	45685E AB2
45685E AA4
U45717 AA0	 	$850,000,000	 	$486,853,000	 	4	 	$486,853,000	
							
2.900% Senior Notes due 2018**	 	Voya Financial, Inc.	 	45685E AE6
45685E AC0
U45717 AB8	 	$1,000,000,000	 	$728,574,000	 	5	 	$172,964,000	

*	Guaranteed by ING Groep N.V., a global financial services company based in the Netherlands and Voya’s former parent company.	
**	Guaranteed by Voya Holdings, a Connecticut corporation and a wholly-owned subsidiary of Voya.	
Voya also announced its election, with respect to the Securities validly tendered (and not subsequently validly withdrawn) on or prior to the Early Participation Date, to accept for purchase and make payment up to the Tender Cap for such Securities on June 20, 2016 (the “Early Settlement Date”), and because the amount of Securities validly tendered (and not subsequently validly withdrawn) on or prior to the Early Participation Date results in a combined aggregate purchase price that exceeds the Tender Cap, the amount of Securities to be purchased on the Early Settlement Date will be determined in accordance with the acceptance priority levels set forth in the table above and the proration procedures described in the offer to purchase. Securities that are accepted in the tender offer will be purchased, retired and cancelled by Voya or Voya Holdings, as applicable.

The expiration date for this tender offer is 11:59 p.m., New York City time, on July 1, 2016; however, because the amount of Securities validly tendered (and not subsequently validly withdrawn) on or prior to the Early Participation Date results in a combined aggregate purchase price that exceeds the Tender Cap, Voya does not expect to accept for purchase any additional Securities validly tendered after the Early Participation Date. Securities tendered in the tender offer that have not been accepted for purchase due to the Tender Cap and proration, if any, will be returned promptly to the tendering holders.
Completion of the tender offer is subject to a number of conditions, including the absence of any adverse legal and market developments. Subject to applicable law, Voya may waive certain of these conditions or extend, terminate or otherwise amend the tender offer. The financing condition described in the offer to purchase was satisfied on June 13, 2016 upon Voya’s completion of a new debt offering in an aggregate principal amount of $800 million.
This press release is qualified in its entirety by the offer to purchase and related letter of transmittal.
Voya has retained Barclays Capital Inc., Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. as the Dealer Managers. D. F. King & Co., Inc. is the Information Agent and Tender Agent. For additional information regarding the terms of the tender offer, please contact: Barclays Capital Inc. at (800) 438-3242 (toll-free) or (212) 528-7581 (collect); Credit Suisse Securities (USA) LLC at (800) 820-1653 (toll-free) or (212) 538-2147 (collect); or Deutsche Bank Securities Inc. at (866) 627-0391 (toll-free) or (212) 250-2955 (collect). Requests for documents and questions regarding the tendering of Securities may be directed to D. F. King & Co., Inc. by telephone at (212) 269-5550 (for banks and brokers only) or (866) 207-2324 (for all others toll-free), by email at voya@dfking.com or to the Dealer Managers at their respective telephone numbers.
This press release does not constitute an offer or an invitation by Voya to participate in the tender offer in any jurisdiction in which it is unlawful to make such an offer or solicitation in such jurisdiction.
Certain statements in this press release, including those describing the expiration, settlement and completion of the tender offer, constitute forward-looking statements. These statements are not historical facts but instead represent only Voya’s belief regarding future events, many of which, by their nature, are inherently uncertain and outside Voya’s control. It is possible that actual results will differ, possibly materially, from the anticipated results indicated in these statements. Factors that may cause actual results to differ, possibly materially, from those in any forward-looking statement include those described under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Trends and Uncertainties” and “Business-Closed Blocks-CBVA” in Voya’s Annual Report on Form 10-K for the year ended December 31, 2015, “Risk Factors” in Voya’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, and the other filings Voya makes with the Securities and Exchange Commission.

Media Contact:	 	Investor Contact:	
Christopher Breslin
212-309-8941
Christopher.Breslin@voya.com	 	Darin Arita
212-309-8999
IR@voya.com	
 
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About Voya Financial ®
Voya Financial, Inc. (NYSE: VOYA), helps Americans plan, invest and protect their savings — to get ready to retire better. Serving the financial needs of approximately 13 million individual and institutional customers in the United States, Voya is a Fortune 500 company that had $11 billion in revenue in 2015. The company had $458 billion in total assets under management and administration as of March 31, 2016. With a clear mission to make a secure financial future possible — one person, one family, one institution at a time — Voya’s vision is to be America’s Retirement Company™. The company is equally committed to conducting business in a way that is socially, environmentally, economically and ethically responsible — Voya has been recognized as one of the 2016 World’s Most Ethical Companies ® by the Ethisphere Institute, and as one of the Top Green Companies in the U.S., by Newsweek magazine.
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