November 9, 2022
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Finance
100 F Street, NE
Washington, D.C. 20549
Attn: Mr. David Lin
Re: Voya Financial, Inc. and Voya Holdings Inc.
Registration Statement on Form S-3
File No. 333-262924
Dear Mr. Lin:
Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Voya Financial, Inc. (the “Company”) and Voya Holdings Inc. (“Holdings”) hereby request that the effective date of the Company’s Registration Statement on Form S-3 (File No. 333-262924) (as amended, the “Registration Statement”) be accelerated so that the Registration Statement will become effective at 4:30 p.m. Eastern Standard Time on November 15, 2022, or as soon as practicable thereafter.
Please contact Elizabeth A. Chang of Cleary Gottlieb Steen & Hamilton LLP, counsel to the Company and Holdings, at (212) 225-2652 or via email at echang@cgsh.com as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.
| Very truly yours, | ||
| Voya Financial, Inc. | ||
| By:
|
/s/ My Chi To | |
| Name: My Chi To | ||
| Title: Executive Vice President and Chief Legal Officer | ||
| Voya Holdings Inc. | ||
| By:
|
/s/ My Chi To | |
| Name: My Chi To | ||
| Title: Executive Vice President and Chief Legal Officer | ||
cc: Craig B. Brod
Elizabeth A. Chang
Cleary Gottlieb Steen & Hamilton LLP