Blog: VOYA FINANCIAL, INC. : Regulation FD Disclosure, Other Events, Financial Statements and Exhibits (form 8-K) – Marketscreener.com

Item 7.01 Regulation FD Disclosure

On January 24, 2023, Voya issued a press release announcing the closing of the
Merger. The press release is furnished hereto as Exhibit 99.1 and is
incorporated by reference herein.

As provided in General Instruction B.2 of Form 8-K, the information and exhibits
provided pursuant to this Item 7.01 shall not be deemed to be “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor
shall they be deemed to be incorporated by reference in any filing under the
Securities Act of 1933, as amended, except as shall be expressly set forth by
specific reference in such a filing.

Item 8.01 Other Events

The information set forth in the Introductory Note of this Current Report on
Form 8-K is incorporated herein by reference.

Pursuant to the Merger Agreement, at the Effective Time:

•each vested and outstanding option (each, a “Benefitfocus Option”) to purchase
shares of Common Stock was cancelled and converted into the right to receive,
without interest, an amount in cash equal to the product of (i) the number of
shares of Common Stock subject to such Benefitfocus Option immediately prior to
the Effective Time, multiplied by (ii) the excess, if any, of (A) the Per Share
Common Stock Merger Consideration over (B) the exercise price per share of
Common Stock of such Benefitfocus Option, less applicable taxes required to be
withheld with respect to such payment;

•in respect of (i) each outstanding Benefitfocus equity-based award (each, a
“Benefitfocus Equity Award”) that was granted in 2019 or 2020 (a “Prior Award”),
(ii) the unvested number of shares of Common Stock underlying each outstanding

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Benefitfocus RSU (as defined below) granted in connection with the transactions
contemplated by the Merger Agreement (each, a “Benefitfocus Retention RSU”) and
each outstanding restricted stock award granted in replacement of a Benefitfocus
Retention RSU that would vest at the Effective Time (each, a “Benefitfocus
Retention RSA”), (iii) each outstanding performance stock unit which has been
earned under Benefitfocus’s 2022 short-term incentive plan for the 2022
performance period (each, a “Benefitfocus 2022 STI RSU”) and (iv) the unvested
number of shares of Common Stock underlying each outstanding Benefitfocus RSU
granted pursuant to Benefitfocus’s Own It equity program (each, a “Specified
Benefitfocus RSU” and together with the Prior Awards, Benefitfocus Retention
RSUs, Benefitfocus Retention RSAs and Benefitfocus 2022 STI RSUs, the “Specified
Awards”), such award or shares, as the case may be, was cancelled and converted
into the right to receive, without interest, an amount in cash equal to the
product of (x) the number of shares of Common Stock subject to such Specified
Award immediately prior to the Effective Time, multiplied by (y) the Per Share
Common Stock Merger Consideration, less applicable taxes required to be withheld
with respect to such payment;

•each outstanding restricted stock unit (each, a “Benefitfocus RSU”) that is not
a Specified Award (including any outstanding Benefitfocus Retention RSU and each
outstanding performance stock unit which has been earned for the applicable
performance period (which performance period has ended prior to the closing of
the Merger) and which is only subject to time-based vesting as of the closing of
the Merger (each, a “Benefitfocus Time-Vesting PSU”)) that are not Specified
Awards, was assumed by Voya and converted into a restricted stock unit (a “Voya
RSU”) covering a number of shares of common stock of Voya, par value $0.01 per
share (the “Voya Common Stock”) (rounded down to the nearest whole number) equal
to the product of (i) the number of shares of Common Stock subject to such
Benefitfocus RSUs or Benefitfocus Time-Vesting PSUs immediately prior to the
Effective Time multiplied by (ii) the quotient, rounded to four decimal places,
of (a) the Per Share Common Stock Merger Consideration, divided by (b) the
volume weighted average price of Voya Common Stock for a ten day trading period,
starting with the opening of trading on the eleventh trading day prior to the
closing date, as reported by Bloomberg (such quotient, the “Equity Award
Exchange Ratio”);

•each outstanding performance stock unit other than a Benefitfocus Time-Vesting
PSU or a Specified Award (each, a “Benefitfocus PSU”) was assumed by Voya and
converted into a Voya RSU covering a number of shares of Voya Common Stock
(rounded down to the nearest whole number) equal to the product of (i) the
number of shares of Common Stock subject to such Benefitfocus PSUs based on
target performance multiplied by (ii) the Equity Award Exchange Ratio;

•each outstanding Benefitfocus RSU and Benefitfocus PSU held by a non-employee
director or consultant of Benefitfocus or by any employee who is not an employee
of Benefitfocus and its subsidiaries at the Effective Time who continues to
remain employed with Benefitfocus or any of its subsidiaries was cancelled in
consideration for the right to receive, without interest, an amount in cash
equal to the product of (i) the number of shares of Common Stock subject to such
Benefitfocus Equity Award immediately prior to the Effective Time based on
target performance multiplied by (ii) the Per Share Common Stock Merger
Consideration, less applicable taxes required to be withheld with respect to
such payment; and

•each outstanding restricted stock award, including each outstanding restricted
stock award which has been earned for the applicable performance period (which
performance period has ended prior to the Effective Time) and which is only
subject to time-based vesting as of the Effective Time (each a “Benefitfocus
Restricted Share”) and each outstanding Benefitfocus Restricted Share with a
performance period that has not ended prior to the Effective Time (each, a
“Benefitfocus Performance Restricted Share”) was assumed by Voya and converted
into a restricted stock award (each, a “Voya Restricted Share”) covering a
number of shares of Voya Common Stock (rounded to the nearest whole number)
equal to the product of (i) the number of shares of Common Stock subject to such
Benefitfocus Restricted Shares and Benefitfocus Performance Restricted Shares
based on target performance multiplied by (ii) the Equity Award Exchange Ratio.

Prior to the Effective Time, Benefitfocus’s board of directors, pursuant to the
Merger Agreement, caused the six-month offering period under Benefitfocus’s 2016
Employee Stock Purchase Plan (the “ESPP”) that commenced on July 1, 2022 (the
“Final Offering”) to be the final offering period under the ESPP. The Final
Offering ended at the Effective Time, each ESPP participant’s accumulated
contributions, under the ESPP, without interest, will be returned to the
participant through the payroll system of the Surviving Corporation as soon as
practicable following the Effective Time and the ESPP was terminated in its
entirety at the Effective Time such that no further rights will be granted or
exercised under the ESPP thereafter.

Forward-Looking and Other Cautionary Statements

This current report on Form 8-K contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Voya 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 our business or
expectations

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for our 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 our 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 cyber terrorism or cyber attacks 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) our ability to successfully manage the separation
of our individual life business on the expected timeline and economic terms,
(xiii) our ability to realize the expected financial and other benefits from the
transaction with Allianz Global Investors, (xiv) our ability to realize the
expected financial and other benefits of the transaction with Benefitfocus, and
(xv) such other factors as are set forth in Voya’s periodic public filings with
the U.S. Securities and Exchange Commission (the “SEC”), including but not
limited to those described in the “Risk Factors,” “Management’s Discussion and
Analysis of Results of Operations and Financial Condition (“MD&A”) – Trends and
Uncertainties” and “Forward Looking Statements” sections of its Annual Report on
Form 10-K, Quarterly Reports on Form 10-Q and in other documents filed from time
to time with the SEC, as applicable, all of which are available at http://www.sec.gov.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

2.1* Amended and Restated Agreement and Plan of Merger entered into by and
among Benefitfocus, Inc., Voya Financial, Inc. and Origami Squirrel Acquisition
Corp dated as of December 19, 2022 (incorporated by reference to Exhibit 2.1
to Voya’s Current Report on Form 8-K filed on December 19, 2022)

99.1 Press Release regarding closing of the Merger, dated as of January
24, 2023 (furnished and not filed)

104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)

* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Voya
hereby undertakes to furnish supplemental copies of any omitted schedules upon
request by the U.S. Securities and Exchange Commission; provided, however, that
Voya may request confidential treatment pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended, for any schedules so furnished.

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