Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-196883
June 6, 2016
Voya Financial, Inc.
$500,000,000 3.650% Senior Notes due 2026
Pricing Term Sheet
| Issuer: |
Voya Financial, Inc. | |
| Guarantor: |
Voya Holdings Inc. | |
| Expected Ratings (Moody’s/S&P)*: |
Baa2 / BBB | |
| Securities: |
3.650% Senior Notes due 2026 | |
| Offering Format: |
SEC Registered | |
| Trade Date: |
June 6, 2016 | |
| Settlement Date: |
June 13, 2016 (T+5)** | |
| Maturity: |
June 15, 2026 | |
| Principal Amount: |
$500,000,000 | |
| Price to Public: |
99.709% of principal amount | |
| Gross Underwriting Discount: |
0.650% | |
| Net Proceeds to Issuer (Before Expenses): |
$495,295,000 | |
| Concurrent Debt Offerings: |
The issuer is also offering $300,000,000 of its 4.800% Notes due 2046, for total additional net proceeds for such concurrent debt offering of $296,994,000 | |
| Coupon: |
3.650% per annum | |
| Yield to Maturity: |
3.685% | |
| Spread to Benchmark Treasury: |
+195 basis points | |
| Benchmark Treasury: |
1.625% due May 15, 2026 | |
| Benchmark Treasury Price/Yield: |
99-00 / 1.735% | |
| Interest Payment Dates: | Semi-annually on June 15 and December 15 of each | |
| year, commencing December 15, 2016 | ||
| Optional Redemption: |
Make-whole redemption at the discount rate of U.S. Treasuries plus 30 basis points | |
| Minimum Denominations: |
$2,000 and integral multiples of $1,000 in excess thereof | |
| CUSIP: |
929089AB6 | |
| ISIN: |
US929089AB68 | |
| Joint Book-Running Managers: |
Barclays Capital Inc. SunTrust Robinson Humphrey, Inc. U.S. Bancorp Investments, Inc. | |
| Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. RBC Capital Markets, LLC Wells Fargo Securities, LLC | ||
| Senior Co-Managers: |
BMO Capital Markets Corp. BNP Paribas Securities Corp. Citigroup Global Markets Inc. ICBC Standard Bank Plc ING Financial Markets LLC J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Mitsubishi UFJ Securities (USA), Inc. Mizuho Securities USA Inc. | |
| Co-Managers: |
BNY Mellon Capital Markets, LLC Commerz Markets LLC Goldman, Sachs & Co. LLC Morgan Stanley & Co. LLC nabSecurities, LLC PNC Capital Markets LLC Scotia Capital (USA) Inc. The Williams Capital Group, L.P. UniCredit Capital Markets LLC | |
| * | 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 and Standard and Poor’s. 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 |
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| succeeding business day will be required, by virtue of the fact that the notes initially will settle in T+5, 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 the 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 Barclays Capital Inc. toll-free at 1-888-603-5847 or by emailing Barclaysprospectus@broadridge.com, by calling SunTrust Robinson Humphrey, Inc. toll-free at 1-800-685-4786 or calling U.S. Bancorp Investments, Inc. toll-free at 1-877-558-2607.
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Voya Financial, Inc.
$300,000,000 4.800% Senior Notes due 2046
Pricing Term Sheet
| Issuer: | Voya Financial, Inc. | |
| Guarantor: | Voya Holdings Inc. | |
| Expected Ratings (Moody’s/S&P)*: | Baa2 / BBB | |
| Securities: | 4.800% Senior Notes due 2046 | |
| Offering Format: | SEC Registered | |
| Trade Date: | June 6, 2016 | |
| Settlement Date: | June 13, 2016 (T+5)** | |
| Maturity: | June 15, 2046 | |
| Principal Amount: | $300,000,000 | |
| Price to Public: | 99.873% of principal amount | |
| Gross Underwriting Discount: | 0.875% | |
| Net Proceeds to Issuer (Before Expenses): | $296,994,000 | |
| Concurrent Debt Offerings: | The issuer is also offering $500,000,000 of its 3.650% Notes due 2026, for total additional net proceeds for such concurrent debt offering of $495,295,000 | |
| Coupon: | 4.800% per annum | |
| Yield to Maturity: | 4.808% | |
| Spread to Benchmark Treasury: | +225 basis points | |
| Benchmark Treasury: | 2.500% due February 15, 2046 | |
| Benchmark Treasury Price/Yield: | 98-25+ / 2.558% | |
| Interest Payment Dates: | Semi-annually on June 15 and December 15 of each year, commencing December 15, 2016 | |
| Optional Redemption: | Make-whole redemption at the discount rate of U.S. | |
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| Treasuries plus 35 basis points | ||
| Minimum Denominations: | $2,000 and integral multiples of $1,000 in excess thereof | |
| CUSIP: | 929089AC4 | |
| ISIN: | US929089AC42 | |
| Joint Book-Running Managers: | Barclays Capital Inc. SunTrust Robinson Humphrey, Inc. U.S. Bancorp Investments, Inc. | |
| Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. RBC Capital Markets, LLC Wells Fargo Securities, LLC | ||
| Senior Co-Managers: | BMO Capital Markets Corp. BNP Paribas Securities Corp. Citigroup Global Markets Inc. ICBC Standard Bank Plc ING Financial Markets LLC J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Mitsubishi UFJ Securities (USA), Inc. Mizuho Securities USA Inc. | |
| Co-Managers: | BNY Mellon Capital Markets, LLC Commerz Markets LLC Goldman, Sachs & Co. LLC Morgan Stanley & Co. LLC nabSecurities, LLC PNC Capital Markets LLC Scotia Capital (USA) Inc. The Williams Capital Group, L.P. UniCredit Capital Markets LLC | |
| * | 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 and Standard and Poor’s. 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 succeeding business day will be required, by virtue of the fact that the notes initially will settle in T+5, 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 the guarantor have filed a registration statement (including a base prospectus and a
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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 Barclays Capital Inc. toll-free at 1-888-603-5847 or by emailing Barclaysprospectus@broadridge.com, by calling SunTrust Robinson Humphrey, Inc. toll-free at 1-800-685-4786 or calling U.S. Bancorp Investments, Inc. toll-free at 1-877-558-2607.
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