Market Overview

Voya Financial Commences Cash Tender Offers for Debt Securities

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Voya Financial, Inc. (NYSE:VOYA) ("Voya" or the "Company") announced
today that it has commenced two cash tender offers (the "Tender Offers")
to purchase four series of notes and debentures of Voya and Voya
Holdings Inc., a Connecticut corporation and wholly-owned subsidiary of
Voya ("Voya Holdings"), listed in the table below (the "Securities").
The Tender Offers consist of (i) an offer to purchase (the "Any and All
Tender Offer") any and all outstanding 7.250% Debentures due 2023,
7.625% Debentures due 2026, and 6.970% Debentures due 2036 of Voya
Holdings (collectively, the "Voya Holdings Debentures") and (ii) an
offer to purchase (the "Maximum Tender Offer") up to the maximum
aggregate principal amount of Voya's 5.500% Senior Notes due 2022 (the
"2022 Notes") that Voya can purchase (exclusive of accrued interest) for
an amount equal to the excess, if any of $325 million over the amount
paid (exclusive of accrued interest) to purchase the Voya Holdings
Debentures validly tendered and accepted for purchase in the Any and All
Tender Offer (the "Maximum Tender Amount"). Voya reserves the right, but
is not obligated, to increase the Maximum Tender Amount in its sole and
absolute discretion without extending the applicable Early Participation
Date or Withdrawal Date (each as defined below) or otherwise reinstating
withdrawal rights, except as required by applicable law. 2022 Notes
validly tendered pursuant to the Maximum Tender Offer and accepted for
purchase may be subject to proration. The complete terms of each Tender
Offer are set forth in the offer to purchase and the related letter of
transmittal, each dated today. Securities that are accepted for purchase
in the Tender Offers will be retired and cancelled by Voya or Voya
Holdings, as applicable.

Title of Security     Issuer     CUSIP     Maturity
Date
    Early
Tender
Premium(1)
      Reference
Security
    Bloomberg
Reference
Page
    Fixed
Spread
(basis
points)
    Hypothetical Total
Consideration(2)
Offer for Debentures Listed Below: Any and All Tender Offer
 
7.250% Debentures due 2023* Voya
Holdings
Inc.
008117 AG8 8/15/2023 $ 30 2.750%
Treasury
Bond due
August 31,
2023
FIT1 35 $ 1,188.17
7.625% Debentures due 2026* Voya
Holdings
Inc.
008117 AH6 8/15/2026 $ 30 2.875%
Treasury
Bond due
August 15,
2028
FIT1 75 $ 1,275.38
6.970% Debentures due 2036* Voya
Holdings
Inc.
008117 AJ2 8/15/2036 $ 30 3.125%
Treasury
Bond due
May 15,
2048
FIT1 115 $ 1,356.40
Offer for Notes Listed Below: Maximum Tender Offer
5.500% Senior Notes due 2022** Voya
Financial,
Inc.
45685E AB2
45685E AA4
U45717
AA0
7/15/2022 $ 30 1.750%
Treasury
Bond due
June 30,
2022
FIT5 50 $ 1,079.96

__________

* Guaranteed by ING Groep N.V.
** Guaranteed by Voya Holdings
 
(1) The Total Consideration payable for each $1,000 principal amount of
Securities validly tendered on or prior to the applicable Early
Participation Date and accepted for purchase by us 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 a hypothetical
Total Consideration based on the Reference Yield (as defined in the
Offer to Purchase) as of 11:00 a.m., New York City time on August
31, 2018, assuming that we elect to purchase the Voya Holdings
Debentures validly tendered on or prior to the Early Participation
Date, and assuming the hypothetical Total Consideration therefor is
paid, on September 19, 2018, the expected Early Settlement Date (as
defined below), and that the hypothetical Total Consideration for
the 2022 Notes is paid on October 3, 2018, the expected Final
Settlement Date (as defined below).
 

Consummation of the Tender Offers is subject to a number of conditions,
including the absence of any adverse legal and market developments and a
financing condition (as described in the offer to purchase). Subject to
applicable law, Voya may waive certain of these conditions or extend,
terminate or otherwise amend the Tender Offers.

The early participation date for the Tender Offers is 5:00 p.m., New
York City time, on September 17, 2018 (the "Early Participation Date"),
and the expiration date for the Tender Offers is 11:59 p.m., New York
City time, on October 1, 2018 (each an "Expiration Date") (in each case,
subject to extension). As indicated in the table above, the price to be
paid for each series of Securities will be based on fixed spreads to
certain reference benchmarks, as further described below. The prices to
be paid for the Securities will be calculated on the basis of the yield
to the applicable maturity date of the applicable reference security
listed in the table above determined at 11:00 a.m., New York City time,
on September 18, 2018, plus the fixed spread applicable to such Security
as set forth in the table above. Holders whose Securities are accepted
in the Tender Offers will also receive a cash payment representing
accrued interest from the most recent interest payment date to, but
excluding, the applicable Settlement Date (as defined below).

Voya reserves the right, but is under no obligation, at any point
following the Early Participation Date and on or prior to the Expiration
Date, subject to all conditions to the Any and All Tender Offer having
been satisfied or waived by Voya, to accept for purchase on the early
settlement date (the "Early Settlement Date") any Voya Holdings
Debentures validly tendered (and not subsequently validly withdrawn) on
or prior to the Early Participation Date. The Early Settlement Date will
be determined at our option and is currently expected to occur on
September 19, 2018, subject to all conditions to the Any and All Tender
Offer having been satisfied or waived by the Company. Irrespective of
whether Voya chooses to exercise its option to have the Early Settlement
Date, it will purchase any remaining Securities that have been validly
tendered (and not subsequently validly withdrawn) on or prior to the
Expiration Date (subject to the Maximum Tender Amount and proration, if
any, with respect to the 2022 Notes) 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"). The Final Settlement Date is expected to occur on
October 3, 2018, the second business day following the Expiration Date,
subject to all conditions to the applicable Tender Offer having been
satisfied or waived by the Company.

The following is a brief summary of certain key elements of the Tender
Offers:

  • Holders who validly tender and who do not validly withdraw their
    Securities at or prior to the Early Participation Date, and whose
    Securities are accepted for purchase, will receive the Total
    Consideration (as defined in the offer to purchase).
  • Holders who validly tender their Securities after the Early
    Participation Date but on or prior to the Expiration Date, and whose
    Securities are accepted for purchase, will only be eligible to receive
    the Tender Offer Consideration, which is equal to the Total
    Consideration less the Early Tender Premium (as set forth in the table
    above).
  • Tenders of Securities may be validly withdrawn at any time prior to
    5:00 p.m., New York City time, on September 17, 2018 (subject to
    extension) (the "Withdrawal Date"), but not thereafter.
  • Voya reserves the right, but is under no obligation, to increase the
    Maximum Tender Amount. In the event of any such increase, Voya will
    not be obligated (except as required by applicable law) to extend the
    Early Participation Date, the deadline for withdrawal or the
    Expiration Date.
  • If the Maximum Tender Amount is sufficient to purchase some, but not
    all, of the 2022 Notes in the Maximum Tender Offer, Voya will accept
    for payment such tendered notes on a prorated basis.
  • The Tender Offers are subject to conditions, including a financing
    condition that provides that the Tender Offers are conditioned on Voya
    having issued and sold, in one or more capital markets financing
    transactions, on terms satisfactory in Voya's reasonable judgment,
    equity securities providing net proceeds equal to substantially all,
    in Voya's reasonable judgment, of the combined aggregate purchase
    price for the notes and debentures accepted in the Tender Offers. This
    press release is not an offer to sell or the solicitation of an offer
    to buy any securities that may be offered or sold in any such capital
    markets financing transactions.
  • Voya currently intends to redeem some or all of the 2022 Notes that
    remain outstanding following the completion of the Maximum Tender
    Offer. However, Voya is not obligated to undertake any such
    redemption, and there can be no assurance that it will redeem any 2022
    Notes or as to the amount to be redeemed or the timing of such
    redemption. Voya may also use the proceeds of the capital markets
    financing transactions to redeem some or all of the 2022 Notes
    irrespective of whether the Maximum Tender Offer is consummated. The
    foregoing does not constitute a notice of redemption or an obligation
    to issue a notice of redemption for the 2022 Notes.

Voya may modify, extend or terminate either Tender Offer without
similarly modifying or terminating the other Tender Offer.

This press release is qualified in its entirety by the offer to purchase
and related letter of transmittal.

Voya has retained Deutsche Bank Securities Inc., Citigroup Global
Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBC
Capital Markets, LLC as the Dealer Managers. Ipreo LLC is the Tender
Agent and Information Agent. For additional information regarding the
terms of the Tender Offers, please contact: Deutsche Bank Securities
Inc. at (866) 627-0391 (toll-free) or (212) 250-2955 (collect);
Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212)
723-6106 (collect); Merrill Lynch, Pierce, Fenner & Smith Incorporated
at (888) 292-0070 (toll-free) or (980) 387-3907 (collect); or RBC
Capital Markets, LLC at (866) 375-6829 (toll-free) or (212) 618-7706
(collect). Requests for documents and questions regarding the tendering
of Securities may be directed to Ipreo LLC by telephone at (212)
849-3880 (for banks and brokers only) or (888) 593-9546 (for all others
toll-free), by email at tenderoffer@ipreo.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 Offers in any jurisdiction in which it is
unlawful to make such an offer or solicitation in such jurisdiction.

COMMENTARY REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this press release, including those describing the
expiration, settlement and completion of the Tender Offers, 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 from those in any
forward-looking statement also 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, 2017, filed with the SEC on February 23, 2018, in Voya's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, filed
with the SEC on August 6, 2018, and the other filings Voya makes with
the SEC.

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 14.3 million individual and
institutional customers in the United States, Voya is a Fortune 500
company that had $8.6 billion in revenue in 2017. The company had
$528 billion in total assets under management and administration as of
June 30, 2018. 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®. Certified as a
"Great Place to Work" by the Great Place to Work® Institute,
Voya 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 2018 World's Most Ethical Companies®
by the Ethisphere Institute, one of the 2018 World's Most Admired
Companies by Fortune magazine and one of the Top Green Companies
in the U.S. by Newsweek magazine.

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