UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
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Item 8.01 Other Events
On September 11, 2024, Voya Financial, Inc., a Delaware corporation (the “Company”), entered into a Master Transaction Agreement (the “Master Transaction Agreement”) with OneAmerica Financial Partners, Inc. (the “Seller”) pursuant to which the Company has agreed to acquire the Seller’s full-service retirement recordkeeping business (the “Business”), through (a) the acquisition by the Company of all of the equity interests of OneAmerica Retirement Services LLC and OneAmerica Investment Advisory Services, LLC, each of which is a wholly-owned subsidiary of the Seller, (b) the reinsurance by Voya Retirement Insurance and Annuity Company, a subsidiary of the Company (“VRIAC”), of the group annuity contracts within the Business that are issued by an affiliate of the Seller, American United Life Insurance Company (“AUL”), which group annuity contracts will be administered by VRIAC on behalf of AUL, and (c) the acquisition by the Company from the Seller and its affiliates of certain other assets included in the Business.
As consideration for the transactions contemplated by the Master Transaction Agreement, the Company will pay to the Seller (i) upfront consideration on the closing date of $50 million, and (ii) contingent consideration of up to $160 million based on retained revenues of the Business measured twelve months following the closing and the performance of certain transition services.
The transaction is expected to close on January 1, 2025, subject to customary closing conditions, including regulatory approvals.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Voya Financial, Inc.
(Registrant)
By: /s/ My Chi To
Name: My Chi To
Title: Executive Vice President, Chief Legal Officer and Corporate Secretary
Dated: September 13, 2024