Item 1.01 Entry into a Material Definitive Agreement
On
As previously disclosed in the Company's Current Report on Form 8-K filed with
the
In accordance with the A&R Newco Operating Agreement, the Company has full operational control of Newco, Voya IM and the transferred assets and investment teams. Under the terms of the A&R Newco Operating Agreement, Allianz's voting stake in Newco is limited to 4.9%. Allianz is not entitled to representation on the board of managers of Newco, but has specified minority protections, including with respect to certain related party transactions. Subject to exceptions set forth in the A&R Newco Operating Agreement, each of the Company and Allianz has preemptive rights over future equity issuances by Newco.
The A&R Newco Operating Agreement provides, among other things, that upon a change of control of the Company, or in certain circumstances following an equity adjustment of Allianz's stake in Newco below 10%, the Company will have the right to acquire Allianz's interests in Newco at fair market value, determined in accordance with the terms of the A&R Newco Operating Agreement ("Fair Market Value"). In the event of a change of control of the Company in which the acquiring party is one of a set of specified competitors of Allianz, and the Company does not exercise its right to acquire Allianz's interests in Newco as described above, Allianz will subsequently have the right to require the Company to purchase its Newco interests at Fair Market Value.
The A&R Newco Operating Agreement further provides that, subject to certain exceptions, including in the case of a change of control of the Company, the Company and Allianz may not transfer their equity interests in Newco for a period of three (3) years following the closing date. Each of the Company and Allianz has a right of first offer on transfers by the other party following this period, except in certain circumstances, including in the case of a change of control of the Company. The A&R Newco Operating Agreement also contains other customary exit rights, including "drag-along" provisions in the case of a Company decision to sell its interest in Newco and "tag-along" rights for Allianz in a transaction for the sale of the Company's interests in Newco, subject in each case to conditions and exceptions described further in the A&R Newco Operating Agreement.
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The foregoing description is only a summary of certain of the provisions of the A&R Newco Operating Agreement and is qualified in its entirety by the A&R Newco Operating Agreement, which will be filed as an exhibit to the Company's next Quarterly Report on Form 10-Q.
Forward-Looking and Other Cautionary Statements
This current report contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. The Company does not
assume any obligation to revise or update these statements to reflect new
information, subsequent events or changes in strategy. Forward-looking
statements include statements relating to future developments in the Company's
business or expectations for the Company's future financial performance and any
statement not involving a historical fact. Forward-looking statements use words
such as "anticipate," "believe," "estimate," "expect," "intend," "plan," and
other words and terms of similar meaning in connection with a discussion of
future operating or financial performance. Actual results, performance or events
may differ materially from those projected in any forward-looking statement due
to, among other things, (i) general economic conditions, particularly economic
conditions in the Company's core markets, (ii) performance of financial markets,
(iii) the frequency and severity of insured loss events, (iv) the effects of
natural or man-made disasters, including pandemic events and specifically the
current COVID-19 pandemic event, (v) mortality and morbidity levels, (vi)
persistency and lapse levels, (vii) interest rates, (viii) currency exchange
rates, (ix) general competitive factors, (x) changes in laws and regulations,
such as those relating to Federal taxation, state insurance regulations and NAIC
regulations and guidelines, (xi) changes in the policies of governments and/or
regulatory authorities, (xii) the Company's ability to successfully manage the
separation of the Company's individual life business on the expected timeline
and economic terms, and (xiii) the Company's ability to realize the expected
benefits of the transaction with Allianz and AGI
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