Voya Financial Commences a Registered Exchange Offer for its 4.7% Fixed-to-Floating Rate Junior Subordinated Notes due 2048

NEW YORK--(BUSINESS WIRE)--Voya Financial, Inc. (NYSE:VOYA) (“Voya” or the “Company”) announced today the commencement of an exchange offer for any and all of the outstanding 4.7% Fixed-to-Floating Rate Junior Subordinated Notes due 2048 (the “Old Notes”) issued by the Company for an equal principal amount of new 4.7% Fixed-to-Floating Rate Junior Subordinated Notes due 2048 (the "New Notes") issued by the Company that will be registered under the Securities Act of 1933, as amended (the "Securities Act"). The New Notes will be guaranteed on an unsecured, junior subordinated basis by Voya Holdings Inc. (the “Guarantor”), a subsidiary of the Company.

The exchange offer will commence on November 19, 2018, and expire at 5:00 p.m., New York City time, on December 19, 2018.

The New Notes will be identical in all material respects to the Old Notes, except that the New Notes will be registered under the Securities Act, and except for certain differences relating to transfer restrictions, registration rights and payment of additional interest in case of non-registration. This exchange offer is being initiated to fulfill the Company's obligations under the registration rights agreement entered into among the Company, the Guarantor and the initial purchasers of the Old Notes.

The Company will accept for exchange any and all Old Notes validly tendered and not validly withdrawn prior to the expiration of the exchange offer at 5:00 p.m., New York City time, on December 19, 2018, unless the exchange offer is extended or terminated.

The terms of the exchange offer and other information relating to the Company and the Guarantor are set forth in a prospectus dated November 19, 2018. A written prospectus providing the terms of the exchange offer may be obtained from U.S. Bank National Association, which is serving as the exchange agent for the exchange offer. U.S. Bank National Association can be contacted:

By Mail, Hand or Overnight Delivery: U.S. Bank National Association Corporate Actions 111 Fillmore Ave. Saint Paul, Minnesota 55107 Attn: Corporate Trust Support & Operations				By Facsimile: (615) 466-7367
				For Information or Confirmation by Telephone: (800) 934-6802

This press release is neither an offer to sell, nor a solicitation of an offer to buy, New Notes or any other securities, and shall not constitute an offer to sell, or a solicitation of an offer to buy, or a sale of, New Notes, or any other securities, in any jurisdiction in which such offer, solicitation or sale is unlawful. The exchange offer is being made pursuant to the prospectus dated November 19, 2018, and the related letter of transmittal and only to such persons and in such jurisdictions as is permitted under applicable law.

COMMENTARY REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this press release, including those describing the exchange 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 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 September 30, 2018, filed with the SEC on November 1, 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 $543 billion in total assets under management and administration as of September 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.