Item 2.01 Completion of Acquisition or Disposition of Assets
On January 4, 2021, Voya Financial, Inc. (the "Company"), completed the sale of
its Individual Life and legacy non-retirement annuities business to affiliates
of Resolution Life U.S. Holdings Inc., a Delaware corporation ("Resolution Life
US"). Pursuant to the sale, Resolution Life US has acquired all of the shares of
the capital stock of Security Life of Denver Insurance Company, a
Colorado-domiciled life insurance company ("SLD"), and several other
subsidiaries of the Company associated with the Company's life insurance
business.
Concurrently with its acquisition by Resolution Life US, SLD entered into
reinsurance agreements with ReliaStar Life Insurance Company, an insurance
company organized under the laws of the State of Minnesota ("RLI"), ReliaStar
Life Insurance Company of New York, an insurance company organized under the
laws of the State of New York ("RLNY"), and Voya Retirement Insurance and
Annuity Company, an insurance company organized under the laws of the State of
Connecticut ("VRIAC"), each of which is a direct or indirect wholly owned
subsidiary of the Company. Pursuant to these agreements, RLI and VRIAC have
reinsured to SLD a 100% quota share, and RLNY has reinsured to SLD a 75% quota
share, of their respective in-scope individual life insurance and annuities
businesses. RLI, RLNY, and VRIAC remain subsidiaries of the Company. The
transaction has resulted in the Company's disposition of substantially all of
its life insurance and legacy non-retirement annuity businesses and related
assets.
Resolution Life US is an insurance holding company formed by Resolution Life
Group Holdings, L.P., a Bermuda-based limited partnership ("RLGH").
The purchase price received by the Company at the closing was based on estimated
amounts and is subject to a post-close true-up mechanism pursuant to which the
purchase price will be adjusted based on SLD's adjusted book value as of the
closing date. This true-up is currently expected to be completed in the second
half of 2021. In addition to cash consideration, proceeds include an
approximately $225 million interest in RLGH and certain other affiliates of
Resolution Life US, and $123 million principal amount in surplus notes issued by
SLD. In connection with the closing, the Company agreed to defer receipt of $100
million in cash proceeds for a period of up to 42 months, subject to an
adjustment mechanism based on certain financial contingencies affecting SLD over
that period. In addition, in connection with the unwind of certain guarantee
obligations affecting portions of SLD's business, in lieu of $60 million of cash
proceeds, the Company has received approximately $60 million in additional
interests in Resolution Life US affiliates.
In connection with the closing, Voya Investment Management, LLC ("Voya IM"), has
entered into agreements to perform asset management services for Resolution Life
US. Pursuant to these agreements, Voya IM has been appointed investment manager
over approximately $20 billion of SLD's core fixed income and specialty assets.
Item 9.01 Financial Statements and Exhibits
(b) Pro forma financial information
The pro forma financial information required by Article 11 of Regulation S-X are
attached hereto as Exhibit 99.1 and incorporated by reference herein.
(d) Exhibits
99.1 Unaudited Pro Forma Con densed Consolidated Financial Statements
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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