Terms

Series

5.35% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series B

Liquidation Preference

$25.00

Coupon Rate

5.35%

Rate Type

Fixed To Floating

Annual Dividend

$1.34

Payment Frequency

Quarterly

Cumulative

No

Perpetual

Yes

Convertible

No

Callable

Yes

First Call Date

September 15, 2029

First Call Price

$25.00

Redemption Notice Period

30 days

Capital Stack Ranking

Junior To: All Indebtedness Of Voya Financial, Inc., All Liabilities And Creditor Claims, All Obligations Of Subsidiaries; Pari Passu With: 6.125% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series A, Any Other Series Of Preferred Stock Issued (Except Senior Preferred Stock); Senior To: Common Stock, Junior Stock

Regulatory (Basel III) Call

Yes

Tax Classification

Ordinary

Depositary Share Fraction

0.025

Shares Offered

12,000,000

Prospectus Summary

Voya Financial, Inc. is issuing 12 million depositary shares, each representing a 1/40th interest in a share of its 5.35% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series B (liquidation preference $25 per depositary share). The security pays quarterly dividends on March 15, June 15, September 15, and December 15, commencing September 15, 2019, at a fixed rate of 5.35% annually ($1.34 per depositary share per year) until September 15, 2029, after which the dividend rate resets every five years to the Five-year U.S. Treasury Rate plus 3.21%. Dividends are non-cumulative, meaning if the board chooses not to declare a dividend in any period, that dividend is forfeited and cannot be paid later. The Series B Preferred Stock ranks senior to all common stock and junior preferred stock but is structurally and contractually subordinate to all of Voya Financial's indebtedness (approximately $3.1 billion as of March 31, 2019) and all liabilities of its subsidiaries (including $65.4 billion in policyholder liabilities as of that date). Holders benefit only from assets available to Voya Financial after all creditor claims and subsidiary obligations are satisfied. The security ranks pari passu with the outstanding Series A Preferred Stock (6.125% Fixed-Rate Reset Non-Cumulative Preferred Stock) and any other series of preferred stock of equivalent seniority. A regulatory capital event (triggered if Voya Financial becomes subject to capital adequacy supervision and the preferred's liquidation preference would not qualify as capital) allows the issuer to redeem the full series at par within 90 days of the event. At the $25 per-share offering price, the current yield is 5.35% annually ($1.34 per depositary share). Dividends should qualify for the dividends-received deduction available to corporate holders under IRC §243–244 (subject to ownership and holding period requirements) but are unlikely to qualify for the preferential 15%/20% qualified dividend income rate for individual taxpayers, as Voya Financial is not a REIT. Dividends are payable quarterly on the 15th day of March, June, September, and December, with record dates falling 15 calendar days before payment (or such other date 10–60 days prior as the board designates). A strict dividend stopper applies: if full dividends on the Series B Preferred Stock are not declared and paid (or set aside) for the most recently completed dividend period, the company cannot declare or pay any dividends on common or junior preferred stock and cannot repurchase those securities, subject to limited exceptions for stock splits, rights plans, and employee compensation.

Summarized from the SEC prospectus filing.

Distribution History

Floating Rate Terms

Subsequent Call Schedule

• Date2034-09-15

  Price25.0
• Date2039-09-15

  Price25.0
• Date2044-09-15

  Price25.0

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If full dividends on the Series B Preferred Stock for the latest completed dividend period have not been declared and paid (or set aside), the company cannot declare or pay any dividends on common stock or junior preferred stock, and cannot repurchase or redeem any common or junior preferred stock (subject to certain limited exceptions including stock dividends, rights plans, employee plans, and conversions).

Other Preferreds from Voya Financial Inc

Div Score Breakdown

Reinvesty's multi-factor safety analysis for this preferred, composite score: 65 (Strong)