Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-219206
Prospectus Supplement to Prospectus dated July 10, 2017.
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$2,250,000,000
The Goldman Sachs Group, Inc.
2.905% Fixed/Floating Rate Notes due 2023
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The Goldman Sachs Group, Inc. will pay interest on the notes to but excluding July 24, 2022 (the “Fixed Rate Period”), at a fixed rate per
annum of 2.905%, payable semi-annually on January 24 and July 24 of each year, commencing on January 24, 2018. From and including July 24, 2022 to but excluding July 24, 2023 (the “Floating Rate Period”), the notes will bear interest
at a rate per annum of three-month LIBOR plus 0.99%, to be reset and payable quarterly on January 24, April 24, July 24 and October 24 of each year, beginning October 24, 2022 until July 24, 2023. The notes will mature on the stated maturity
date, July 24, 2023, and interest for the final period will accrue to and be paid on such maturity date.
If The Goldman Sachs Group,
Inc. becomes obligated to pay additional amounts to non-U.S. investors due to changes in U.S. withholding tax requirements, The Goldman Sachs Group, Inc. may redeem the notes before their stated maturity at a price equal to 100% of the principal
amount redeemed plus accrued interest to the redemption date. In addition, The Goldman Sachs Group, Inc. may redeem the notes (i) on or after January 24, 2018, and to, but excluding, July 24, 2022, at the greater of par or a “make-whole”
price calculated as described herein, and (ii) on July 24, 2022 and January 24, 2023, at par, in each case plus accrued and unpaid interest. See “Specific Terms of the Notes — Terms of the Notes — Optional Redemption — Make-Whole
to First Par Call Date” and “Specific Terms of the Notes — Terms of the Notes — Optional Redemption — Par Call” below.
Neither the Securities
and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a
criminal offense.
The notes have been registered under the Securities Act of 1933 solely for the purpose of sales in the United
States; they have not been and will not be registered for the purpose of any sales outside the United States.
The notes are not bank
deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.
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Per Note
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Total
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Initial price to public
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100.000
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%
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$
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2,250,000,000
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Underwriting discount
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0.350
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%
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$
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7,875,000
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Proceeds, before expenses, to The Goldman Sachs Group, Inc.
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99.650
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%
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$
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2,242,125,000
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The initial price to public set forth above does not include accrued interest, if any. Interest on the notes will accrue from July 24, 2017 and must
be paid by the purchaser if the notes are delivered after July 24, 2017.
The underwriters expect to
deliver the notes through the facilities of The Depository Trust Company against payment in New York, New York on July 24, 2017.
The
Goldman Sachs Group, Inc. may use this prospectus supplement and the accompanying prospectus in the initial sale of the notes. In addition, Goldman Sachs & Co. LLC or any other affiliate of The Goldman Sachs Group, Inc. may use this
prospectus supplement and the accompanying prospectus in a market-making transaction in the notes after their initial sale, and unless they inform the purchaser otherwise in the confirmation of sale, this prospectus supplement and accompanying
prospectus are being used by them in a market-making transaction.
Goldman Sachs & Co. LLC
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BB&T Capital Markets
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BBVA Securities
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BMO Capital Markets
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BNY Mellon Capital Markets, LLC
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Capital One Securities
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ING
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KeyBanc Capital Markets
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Lloyds Securities
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Mizuho Securities
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PNC Capital Markets LLC
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Rabo Securities
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RBC Capital Markets
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Regions Securities LLC
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Santander
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Scotiabank
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SMBC Nikko
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SunTrust Robinson Humphrey
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TD Securities
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UniCredit Capital Markets
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US Bancorp
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Academy Securities
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Drexel Hamilton
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Mischler Financial Group, Inc.
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The Williams Capital Group, L.P.
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Prospectus Supplement dated July 19, 2017.
TABLE OF CONTENTS
Prospectus Supplement
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Page
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Specific Terms of the Notes
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S-3
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Employee Retirement Income Security Act
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S-10
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Validity of the Notes
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S-11
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Experts
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S-11
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Review of Unaudited Condensed Consolidated Financial Statements by Independent Registered Public Accounting
Firm
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S-11
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Underwriting
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S-12
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Conflicts of Interest
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S-15
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Prospectus dated July 10, 2017
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Available Information
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2
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Prospectus Summary
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4
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Risks Relating to Regulatory Resolution Strategies and Long-Term Debt Requirements
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8
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Use of Proceeds
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13
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Description of Debt Securities We May Offer
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14
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Description of Warrants We May Offer
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45
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Description of Purchase Contracts We May Offer
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61
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Description of Units We May Offer
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66
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Description of Preferred Stock We May Offer
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71
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Description of Capital Stock of The Goldman Sachs Group, Inc
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79
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Legal Ownership and Book-Entry Issuance . . . . . .
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84
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Considerations Relating to Floating Rate Securities
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89
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Considerations Relating to Indexed Securities
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90
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Considerations Relating to Securities Denominated or Payable in or Linked to a Non-U.S. Dollar Currency
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91
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United States Taxation
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94
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Plan of Distribution
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116
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Conflicts of Interest
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118
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Employee Retirement Income Security Act
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119
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Validity of the Securities
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120
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Experts
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120
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Review of Unaudited Condensed Consolidated Financial Statements by Independent Registered Public
Accounting Firm
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121
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Cautionary Statement Pursuant to the Private Securities Litigation Reform Act of 1995
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121
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We have not authorized anyone to provide any information or to make any representations other than those contained or incorporated by reference in
this prospectus supplement, the accompanying prospectus or in any free writing prospectuses we have prepared. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may provide. This
prospectus supplement and the accompanying prospectus is an offer to sell only the notes offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus supplement and the
accompanying prospectus is current only as of the respective dates of such documents.
SPECIFIC TERMS OF THE NOTES
Please note that throughout this prospectus supplement, references to “The Goldman Sachs Group, Inc.”,
“we”, “our” and “us” mean only The Goldman Sachs Group, Inc. and do not include its consolidated subsidiaries. Also, references to “holders” mean The Depository Trust Company (“DTC”) or its
nominee and not indirect owners who own beneficial interests in notes through participants in DTC. Please review the special considerations that apply to indirect owners in the accompanying prospectus, under “Legal Ownership and Book-Entry
Issuance”.
The notes will be a series of senior debt securities issued under our senior debt indenture dated as of
July 16, 2008, as amended by the Fourth Supplemental Indenture dated December 31, 2016, and as it may be further amended or supplemented from time to time, between us and The Bank of New York Mellon, as trustee. This prospectus supplement
summarizes specific financial and other terms that will apply to the notes; terms that apply generally to all of our debt securities are described in “Description of Debt Securities We May Offer” in the accompanying prospectus dated July
10, 2017. The terms described here supplement those described in the accompanying prospectus and, if the terms described here are inconsistent with those described there, the terms described here are controlling.
Terms of the Notes
The
specific terms of this series of notes we are offering will be as follows:
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Title of the notes:
2.905% Fixed/Floating Rate Notes due 2023
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Issuer of the notes:
The Goldman Sachs Group, Inc.
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Total principal amount being issued:
$2,250,000,000
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Initial price to public:
100.000% of the principal amount
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Underwriting discount:
0.350% of the principal amount
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Issue date:
July 24, 2017
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Stated maturity:
July 24, 2023
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During the Fixed Rate Period
(July 24, 2017 to but excluding July 24, 2022): 2.905%
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During the Floating Rate Period
(July 24, 2022 to but excluding July 24, 2023): Base Rate
plus
the Spread
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Date interest starts accruing:
July 24, 2017
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Calculation of interest rate during Floating Rate Period:
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Base rate:
LIBOR for the index maturity and index currency specified below, as determined with respect to each interest period by the calculation agent as
described below under “— Determination of Interest Rate During the Floating Rate Period”
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Index maturity:
Three-month
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Index currency:
U.S. dollar
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Spread:
0.99% per annum
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Initial base rate:
The base rate in effect for the initial interest period in the Floating Rate Period will be the three-month U.S. dollar LIBOR rate
determined two London business days prior to July 24, 2022, as determined by the calculation agent as described below under “— Determination of Interest Rate During the Floating Rate Period”
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S-3
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Minimum or maximum rate:
None
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Interest periods:
Quarterly; the initial interest period in the Floating Rate Period for the notes is the period from and including the interest reset
date on July 24, 2022 to, but excluding, the interest reset date on October 24, 2022, and the subsequent interest periods will be the periods from and including an interest reset date to, but excluding, the next interest reset date, provided that
the final interest period for the notes will be the period from the interest reset date scheduled for April 24, 2023 to, but excluding, the stated maturity date
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Interest determination date:
Two London business days prior to the first day of each interest period
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Interest reset dates:
Every January 24, April 24, July 24 and October 24, commencing on July 24, 2022
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Calculation Agent:
Goldman Sachs & Co. LLC
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Interest payment dates:
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During the Fixed Rate Period
: Every January 24 and July 24, beginning on January 24, 2018 and ending on July 24, 2022
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During the Floating Rate Period
: Every January 24, April 24, July 24 and October 24, beginning on October 24, 2022 and ending on the stated maturity date
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Regular record dates for interest:
For interest due on an interest payment date, the day immediately prior to the day on which the payment is to be made
(as such payment day may be adjusted under the applicable business day convention specified below)
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Day count convention:
When calculating interest for the Fixed Rate Period, the day count convention is 30/360 (ISDA), and when calculating interest for
the Floating Rate Period, the day count convention is Actual/360 (ISDA), both as further discussed below under “— Additional Information About the Notes — Day Count Convention”
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Denomination:
$2,000 and integral multiples of $1,000 thereafter, subject to a minimum denomination of $2,000
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Business day:
New York during the Fixed Rate Period; New York and London during the Floating Rate Period
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Business day convention:
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During the Fixed Rate Period
: Following unadjusted, as described in the accompanying prospectus under “Description of Debt Securities We May Offer
—Calculations of Interest on Debt Securities —Business Day Conventions”
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During the Floating Rate Period
: Modified following, as described in the accompanying prospectus under “Description of Debt Securities We May Offer
—Calculations of Interest on Debt Securities — Business Day Conventions.” However, if the initial interest reset date on July 24, 2022 is not a business day, such interest reset date will not be changed, but the determination of the
floating interest rate that takes effect on such date shall be determined two London business days prior to such date
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Limited events of default:
The only events of default for the notes are (i) interest or principal payment defaults that continue for 30 days and (ii)
certain insolvency events. No other breach or default under our senior debt indenture or the notes will result in an event of default for the notes or permit the trustee or holders to accelerate the maturity of the notes — that is, they will
not be entitled to declare the principal amount of any notes to be immediately due and payable. See “Risks Relating to Regulatory Resolution Strategies and Long-Term Debt Requirements” and “Description of Debt Securities We May Offer
— Default, Remedies and Waiver of Default — Events of Default —Securities Issued on or After January 1, 2017 Under the 2008 Indenture” in the accompanying prospectus for further details.
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S-4
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Defeasance:
The notes are subject to defeasance and covenant defeasance by us, as described in the accompanying prospectus under “Description of
Debt Securities We May Offer — Defeasance and Covenant Defeasance”
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Additional amounts:
We intend to pay principal and interest without deducting U.S. withholding taxes. If we are required to deduct
U.S. withholding taxes from payment to
non-U.S. investors,
however, we will pay additional amounts on those payments, but only to the extent described in the accompanying prospectus under
“Description of Debt Securities We May Offer — Payment of Additional Amounts”.
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Tax Redemption:
We will have the option to redeem the notes before they mature (at par plus accrued interest) if we become obligated to pay
additional amounts because of changes in U.S. withholding tax requirements as described in the accompanying prospectus under “Description of Debt Securities We May Offer — Redemption and Repayment — Tax redemption”. For
purposes of the first paragraph under “Description of Debt Securities We May Offer — Redemption and Repayment — Tax redemption”, the specified date (on or after which any such changes that may occur will give rise to our
redemption right) is July 19, 2017.
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Optional Redemption — Make Whole to First Par Call Date:
On or after January 24, 2018 (or, if any additional notes are issued after July 24, 2017,
beginning six months after the last issue date for such additional notes), and to, but excluding, July 24, 2022, we may redeem the notes at our option, in whole at any time or in part from time to time, upon not less than 15 days’ nor more than
60 days’ prior written notice, at a redemption price equal to the greater of (1) 100% of the principal amount of the notes to be redeemed or (2) as determined by the quotation agent described below, the sum of the present values of the
remaining scheduled payments of principal and interest to maturity on the notes to be redeemed, assuming for this purpose that the notes would mature on July 24, 2022 (rather than the stated maturity date), not including any portion of these
payments of interest accrued as of the date on which the notes are to be redeemed, discounted to the date on which the notes are to be redeemed on a semi-annual basis (applying the 30/360 (ISDA) day count convention described below), at the treasury
rate (as described under “Additional Information About the Notes — Make-Whole Redemption” below) plus 15 basis points, plus, in each case, accrued and unpaid interest to but excluding the redemption date.
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We will give the notice of redemption in the manner described under “Description of Debt Securities We May Offer — Notices” in the
accompanying prospectus.
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Optional Redemption — Par Call:
In addition, on each of July 24, 2022 and January 24, 2023, we may redeem the notes at our option, in whole, but not
in part, upon not less than 15 days’ nor more than 60 days’ prior written notice, at a redemption price equal to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest to but excluding the redemption
date.
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We will give the notice of redemption in the manner described under “Description of Debt Securities We May
Offer — Notices” in the accompanying prospectus.
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No other redemption:
We will not be permitted to redeem the notes before their stated maturity, except as described above. The notes will not be
entitled to the benefit of any sinking fund — that is, we will not deposit money on a regular basis into any separate custodial account to repay your note.
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Repayment at option of holder:
None
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FDIC:
The notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they
obligations of, or guaranteed by, a bank.
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S-5
Determination of Interest Rate During the Floating Rate Period
Your notes will bear interest for each interest period in the Floating Rate Period at a per annum rate equal to the applicable LIBOR rate plus the
spread. LIBOR will be determined by the calculation agent on the second London business day (as defined in the accompanying prospectus) immediately preceding the first day of such interest period in the following manner:
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LIBOR will be the offered rate per annum for three-month deposits in U.S. dollars, beginning on the first day of such period, as that rate appears on Reuters
screen LIBOR01 (or any successor or replacement page) as of approximately 11:00 A.M., London time, on the second London business day immediately preceding the first day of such interest period.
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If the rate described above does not so appear on the Reuters screen LIBOR01 (or any successor or replacement page), then LIBOR will be determined on the basis
of the rates, at approximately 11:00 A.M., London time, on the second London business day immediately preceding the first day of such interest period, at which deposits of the following kind are offered to prime banks in the London interbank market
by four major banks in that market selected by the calculation agent: three-month deposits in U.S. dollars, beginning on the first day of such interest period, and in a Representative Amount. The calculation agent will request the principal London
office of each of these banks to provide a quotation of its rate. If at least two quotations are provided, LIBOR for the second London business day immediately preceding the first day of such interest period will be the arithmetic mean of the
quotations.
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If fewer than two of the requested quotations described above are provided, LIBOR for the second London business day immediately preceding the first day of such
interest period will be the arithmetic mean of the rates for loans of the following kind to leading European banks quoted, at approximately 11:00 A.M., New York City time, on the second London business day immediately preceding the first day of such
interest period, by major banks in New York City selected by the calculation agent: three-month loans of U.S. dollars, beginning on the first day of such interest period, and in a Representative Amount.
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If no quotation is provided as described above, then the calculation agent, after consulting such sources as it deems comparable to any of the foregoing
quotations or display page, or any such source as it deems reasonable from which to estimate LIBOR or any of the foregoing lending rates, shall determine LIBOR for the second London business day immediately preceding the first day of such interest
period in its sole discretion.
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The calculation agent’s determination of any interest rate, and its calculation of
the amount of interest for any interest period, will be on file at our principal offices, will be made available to any noteholder upon request and will be final and binding in the absence of manifest error.
In this subsection, we use several terms that have special meanings relevant to calculating LIBOR. We define these terms as follows:
The term ‘‘Representative Amount’’ means an amount that, in the calculation agent’s judgment, is representative of a single
transaction in the relevant market at the relevant time.
The term “Reuters screen” means the display on the Thomson Reuters
Eikon service, or any successor or replacement service.
Additional Considerations Relating to LIBOR
Please refer to the discussion under “Considerations Relating to Floating Rate Securities” in the accompanying prospectus for a
description of the considerations relating to LIBOR.
S-6
Additional Information About the Notes
Make-Whole Redemption
For purposes of the “make-whole” redemption provision described under “Make-Whole Redemption” above, the “treasury
rate” will be:
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the yield, under the heading which represents the average for the week immediately prior to the date of calculation, appearing in the most recently published
statistical release appearing on the website of the Board of Governors of the Federal Reserve System or in another recognized electronic source, in each case as determined by the quotation agent in its sole discretion, and which establishes yields
on actively traded U.S. Treasury securities adjusted to constant maturity, for the maturity most closely corresponding to the remaining term of the notes to be redeemed, assuming for this purpose that the notes would mature on July 24, 2022 (rather
than the stated maturity date), or if no maturity is within three months before or after this time period, yields for the two published maturities most closely corresponding to this time period will be determined and the treasury rate will be
interpolated or extrapolated from those yields on a straight-line basis, rounding to the nearest month; or
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if the release or any successor release is not published during the week preceding the calculation date or does not contain such yields, the annual rate equal to
the semi-annual equivalent yield to maturity of the comparable treasury issue (as described below), calculated using a price for the comparable treasury issue, expressed as a percentage of its principal amount, equal to the comparable treasury price
(as described below) for the redemption date.
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The treasury rate will be calculated on the third business day preceding
the redemption date.
We will initially appoint Goldman Sachs & Co. LLC or its successor to act as our quotation agent. However, if
Goldman Sachs & Co. LLC ceases to be a primary U.S. Government securities dealer in New York City, we will appoint another primary U.S. Government securities dealer as our quotation agent.
The “comparable treasury issue,” with respect to any redemption date, means the United States Treasury security selected by the quotation
agent as being the most recently issued United States Treasury note or bond as displayed by Bloomberg L.P. (or any successor service) on screens PX1 through PX8 (or any other screens as may replace such screens on such service) that has a remaining
term comparable to the remaining term of the notes to be redeemed, assuming for this purpose that the notes would mature on July 24, 2022 (rather than the stated maturity date).
The “comparable treasury price”, with respect to any redemption date, will be (1) the average of five reference treasury dealer quotations
(as described below) for such redemption date, after excluding the highest and lowest of such reference treasury dealer quotations, or (2) if the quotation agent obtains fewer than five such reference treasury dealer quotations, the average of all
such quotations.
The “reference treasury dealer quotations” means, with respect to each reference treasury dealer (as
described below) and any redemption date, the average, as determined by the quotation agent, of the bid and ask prices for the comparable treasury issue, expressed in each case as a percentage of its principal amount, quoted in writing to the
quotation agent by such reference treasury dealer at 5:00 p.m., New York City time, on the third business day preceding such redemption date.
The “reference treasury dealer” will be (1) the quotation agent or (2) any other primary U.S. Government securities dealer selected by the quotation agent after consultation with us.
Day Count Convention
As further described under “Description of Debt Securities We May Offer — Calculations of Interest on Debt
Securities — Interest Rates and Interest” in the accompanying prospectus, for each interest period the amount of accrued interest will be calculated by multiplying the principal amount of the
S-7
note by an accrued interest factor for the interest period. The accrued interest factor will be determined by multiplying the per annum interest rate by a factor resulting from the specified day
count convention.
The day count convention during the Fixed Rate Period is 30/360 (ISDA), and the factor is the number of days in the
interest period in respect of which payment is being made divided by 360, calculated on a formula basis as follows, as described in Section 4.16(f) of the 2006 ISDA Definitions published by the International Swaps and Derivatives Association,
without regard to any subsequent amendments or supplements:
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Day Count Fraction =
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[360 × (Y
2
–
Y
1
)] + [30 × (M
2
–
M
1
)] + (D
2
–
D
1
)
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360
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where:
“Y
1
” is the year, expressed as a number, in which the first day of the interest period falls;
“Y
2
” is the year, expressed as a number, in which the day immediately following the last day included in the interest period falls;
“M
1
” is the calendar month,
expressed as a number, in which the first day of the interest period falls;
“M
2
” is the calendar month, expressed as a number, in which the day immediately following the last day included in the interest
period falls;
“D
1
” is the first calendar day, expressed as a number, of the interest period, unless such number would be 31, in which case
D
1
will be 30; and
“D
2
” is the calendar day, expressed as a number, immediately following the last day included in the interest period, unless such number would be 31 and D
1
is greater than 29, in which case D
2
will be 30.
The
day count convention during the Floating Rate Period is Actual/360 (ISDA), and the factor is the actual number of days in the interest period divided by 360.
The Calculation Agent Will Have the Authority to Make Determinations That Could Affect the Market Value of Your Notes
We have appointed Goldman Sachs & Co. LLC as the calculation agent for the notes. As calculation agent for your notes, Goldman Sachs & Co. LLC will make determinations with respect to the notes as specified
in this prospectus supplement and in the accompanying prospectus dated July 10, 2017 and may have discretion in calculating the amounts payable in respect of the notes. The exercise of this discretion by Goldman Sachs & Co. LLC could adversely
affect the value of your notes and may present Goldman Sachs & Co. LLC with a conflict of interest. We may change the calculation agent at any time without notice, and Goldman Sachs & Co. LLC may resign as calculation agent at any time upon
60 days’ written notice to The Goldman Sachs Group, Inc.
Book-Entry System
We will issue the notes as global notes registered in the name of DTC, or its nominee. The sale of the notes will settle in immediately available
funds through DTC. You will not be permitted to withdraw the notes from DTC except in the limited situations described in the accompanying prospectus under “Legal Ownership and Book-Entry Issuance — What Is a Global
Security? — Holder’s Option to Obtain a
Non-Global
Security; Special Situations When a Global Security Will Be Terminated”.
Investors may hold interests in a global note through organizations that participate, directly or indirectly, in the DTC system. See “Legal
Ownership and Book-Entry Issuance” in the accompanying prospectus for additional information about indirect ownership of interests in the notes.
S-8
Our Relationship With the Trustee
An affiliate of the trustee under our senior debt indenture is acting as an underwriter in this offering. For additional information, see
“Description of Debt Securities We May Offer — Our Relationship With the Trustee” in the accompanying prospectus.
United States Federal Income Tax Consequences
Your notes will be treated as variable rate debt securities for United States Federal income tax purposes as described under “United States Taxation — Taxation of Debt Securities — United States
Holders — Variable Rate Debt Securities” in the accompanying prospectus. In addition, we have determined that the notes should not be treated as issued with original issue discount for United States Federal income tax purposes.
Please refer to the discussion under “United States Taxation” in the accompanying prospectus for a description of the material U.S.
federal income tax consequences of ownership and disposition of the notes.
S-9
EMPLOYEE RETIREMENT INCOME SECURITY ACT
This section is only relevant to you if you are an insurance company or the fiduciary of a pension plan or an
employee benefit plan (including a governmental plan, an IRA or a Keogh Plan) proposing to invest in the notes.
The U.S.
Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and the U.S. Internal Revenue Code of 1986, as amended (the “Code”), prohibit certain transactions (“prohibited transactions”) involving the assets
of an employee benefit plan that is subject to the fiduciary responsibility provisions of ERISA or Section 4975 of the Code (including individual retirement accounts, Keogh plans and other plans described in Section 4975(e)(1) of the Code) (a
“Plan”) and certain persons who are “parties in interest” (within the meaning of ERISA) or “disqualified persons” (within the meaning of the Code) with respect to the Plan; governmental plans may be subject to similar
prohibitions unless an exemption applies to the transaction. The assets of a Plan may include assets held in the general account of an insurance company that are deemed “plan assets” under ERISA or assets of certain investment vehicles in
which the Plan invests. Each of The Goldman Sachs Group, Inc. and certain of its affiliates may be considered a “party in interest” or a “disqualified person” with respect to many Plans, and, accordingly, prohibited transactions
may arise if the notes are acquired by or on behalf of a Plan unless those notes are acquired and held pursuant to an available exemption. In general, available exemptions are: transactions effected on behalf of that Plan by a “qualified
professional asset manager” (prohibited transaction exemption 84-14) or an “in-house asset manager” (prohibited transaction exemption 96-23), transactions involving insurance company general accounts (prohibited transaction exemption
95-60), transactions involving insurance company pooled separate accounts (prohibited transaction exemption 90-1), transactions involving bank collective investment funds (prohibited transaction exemption 91-38) and transactions with service
providers under Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code where the Plan receives no less and pays no more than “adequate consideration” (within the meaning of Section 408(b)(17) of ERISA and Section 4975(f)(10) of
the Code). The person making the decision on behalf of a Plan or a governmental plan shall be deemed, on behalf of itself and the plan, by purchasing and holding the notes, or exercising any rights related thereto, to represent that (a) the plan
will receive no less and pay no more than “adequate consideration” (within the meaning of Section 408(b)(17) of ERISA and Section 4975(f)(10) of the Code) in connection with the purchase and holding of the notes, (b) none of the purchase,
holding or disposition of the notes or the exercise of any rights related to the notes will result in a non-exempt prohibited transaction under ERISA or the Code (or, with respect to a governmental plan, under any similar applicable law or
regulation), and (c) neither The Goldman Sachs Group, Inc. nor any of its affiliates is a “fiduciary” (within the meaning of Section 3(21) of ERISA) or, with respect to a governmental plan, under any similar applicable law or regulation)
with respect to the purchaser or holder in connection with such person’s acquisition, disposition or holding of the notes, or as a result of any exercise by The Goldman Sachs Group, Inc. or any of its affiliates of any rights in connection with
the notes, and neither The Goldman Sachs Group, Inc. nor any of its affiliates has provided investment advice in connection with such person’s acquisition, disposition or holding of the notes.
If you are an insurance company or the fiduciary of a pension plan or an employee benefit plan (including a
governmental plan, an IRA or a Keogh plan) and propose to invest in the notes described in this prospectus supplement and accompanying prospectus, you should consult your legal counsel.
S-10
VALIDITY OF THE NOTES
The validity of the notes will be passed upon for the underwriters by Sullivan & Cromwell LLP, New York, New York. Sullivan &
Cromwell LLP has in the past represented and continues to represent The Goldman Sachs Group, Inc. on a regular basis and in a variety of matters, including offerings of our common stock, preferred stock and debt securities. Sullivan &
Cromwell LLP also performed services for The Goldman Sachs Group, Inc. in connection with the offering of the notes described in this prospectus supplement.
EXPERTS
The financial statements and management’s assessment of
the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) of The Goldman Sachs Group, Inc. incorporated in this prospectus supplement by reference to
the Annual Report on Form 10-K for the year ended December 31, 2016 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as
experts in auditing and accounting.
The historical income statement data, balance sheet data and common share data set forth in
“Selected Financial Data” as of and for the years ended December 31, 2016, December 31, 2015, December 31, 2014, December 31, 2013 and December 31, 2012 incorporated in this prospectus supplement by reference to
the Annual Report on Form 10-K for the year ended December 31, 2016 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as
experts in auditing and accounting.
REVIEW OF UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS BY INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
With respect to the unaudited condensed consolidated financial statements of The Goldman Sachs Group, Inc. for the three month periods ended March 31, 2017 and 2016, incorporated by reference in this prospectus
supplement, PricewaterhouseCoopers LLP reported that they have applied limited procedures in accordance with professional standards for a review of such information. However, their separate report dated May 3, 2017 incorporated by reference in this
prospectus supplement states that they did not audit and they do not express an opinion on that unaudited condensed consolidated financial information. Accordingly, the degree of reliance on their report on such information should be restricted in
light of the limited nature of the review procedures applied. PricewaterhouseCoopers LLP is not subject to the liability provisions of Section 11 of the Securities Act of 1933 for their report on the unaudited condensed consolidated financial
statements because that report is not a “report” or a “part” of the registration statements prepared or certified by PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the Securities Act of 1933.
S-11
UNDERWRITING
We and the underwriters named below have entered into an underwriting agreement with respect to the notes. Subject to certain conditions, each
underwriter named below has severally agreed to purchase the principal amount of notes indicated in the following table:
|
|
|
|
|
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|
Underwriters
|
|
Principal Amount
of Notes
|
|
|
Goldman Sachs & Co. LLC
|
|
|
$1,755,000,000
|
|
|
BB&T Capital Markets, a division of BB&T Securities, LLC
|
|
|
22,500,000
|
|
|
BBVA Securities Inc.
|
|
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22,500,000
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|
|
BMO Capital Markets Corp.
|
|
|
22,500,000
|
|
|
BNY Mellon Capital Markets, LLC
|
|
|
22,500,000
|
|
|
Capital One Securities, Inc.
|
|
|
22,500,000
|
|
|
ING Financial Markets LLC
|
|
|
22,500,000
|
|
|
KeyBanc Capital Markets Inc.
|
|
|
22,500,000
|
|
|
Lloyds Securities Inc.
|
|
|
22,500,000
|
|
|
Mizuho Securities USA LLC
|
|
|
22,500,000
|
|
|
PNC Capital Markets LLC
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22,500,000
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|
|
Rabo Securities USA, Inc.
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|
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22,500,000
|
|
|
RBC Capital Markets, LLC
|
|
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22,500,000
|
|
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Regions Securities LLC
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|
|
22,500,000
|
|
|
Santander Investment Securities Inc.
|
|
|
22,500,000
|
|
|
Scotia Capital (USA) Inc.
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22,500,000
|
|
|
SMBC Nikko Securities America, Inc.
|
|
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22,500,000
|
|
|
SunTrust Robinson Humphrey, Inc.
|
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22,500,000
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TD Securities (USA) LLC
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|
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22,500,000
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|
|
UniCredit Capital Markets LLC
|
|
|
22,500,000
|
|
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U.S. Bancorp Investments, Inc.
|
|
|
22,500,000
|
|
|
Academy Securities, Inc.
|
|
|
11,250,000
|
|
|
Drexel Hamilton, LLC
|
|
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11,250,000
|
|
|
Mischler Financial Group, Inc.
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11,250,000
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The Williams Capital Group, L.P.
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11,250,000
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Total
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$2,250,000,000
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The underwriters are committed to take and pay for all of the notes being offered, if any are taken.
The following table shows the per note and total underwriting discounts and commissions to be paid to the underwriters by us.
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Per $1,000 note
|
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$
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3.50
|
|
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Total
|
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$
|
7,875,000
|
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The notes sold by the underwriters to the public will initially be offered at the initial price to public set forth
on the cover of this prospectus supplement. Any notes sold by the underwriters to securities dealers may be sold at a discount from the initial price to public of up to 0.210% of the principal amount of the notes. Any such securities dealers may
resell any notes purchased from the underwriters to certain other brokers or dealers at a discount from the initial price to public of up to 0.100% of the principal amount of the notes. If all the notes are not sold at the initial price to public,
the underwriters may change the initial price to public and the other selling terms. The offering of the notes by the underwriters is subject to their receipt and acceptance of the notes and subject to their right to reject any order in whole or in
part.
The underwriters intend to offer the notes for sale in the United States either directly or through affiliates or other dealers
acting as selling agents. The underwriters may also offer the notes for sale outside the United States either directly or through affiliates or other dealers acting as selling agents.
S-12
This prospectus supplement may be used by the underwriters and other dealers in connection with offers and sales of notes made in the United States, including offers and sales in the United
States of notes initially sold outside the United States. The notes have not been, and will not be, registered under the Securities Act of 1933 for the purpose of offers or sales outside the United States.
The notes are a new issue of securities with no established trading market. We have been advised by Goldman Sachs & Co. LLC and Goldman
Sachs International that they intend to make a market in the notes. Other affiliates of The Goldman Sachs Group, Inc. may also do so. Neither Goldman Sachs & Co. LLC or Goldman Sachs International nor any other affiliate, however, is
obligated to do so and any of them may discontinue market-making at any time without notice. No assurance can be given as to the liquidity or the trading market for the notes.
Please note that the information about the original issue date, original price to public and net proceeds to The Goldman Sachs Group, Inc. on the front cover page relates only to the initial sale of the notes. If
you have purchased a note in a market-making transaction after the initial sale, information about the price and date of sale to you will be provided in a separate confirmation of sale.
Each underwriter has represented and agreed that it will not offer or sell the notes in the United States or to United States persons except if such
offers or sales are made by or through Financial Industry Regulatory Authority, Inc. (“FINRA”) member broker-dealers, as permitted by FINRA regulations.
In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each underwriter has represented and agreed that with
effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of notes which are the subject of the
offering contemplated by this prospectus supplement to the public in that Relevant Member State except that, with effect from and including the Relevant Implementation Date, an offer of such notes may be made to the public in that Relevant Member
State:
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|
(a)
|
at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive;
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(b)
|
at any time to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the
relevant Dealer or Dealers nominated by the issuer for any such offer; or
|
|
|
(c)
|
at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive,
|
provided
that no such offer of notes referred to above shall require the issuer or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive.
For the purposes of this provision, the expression an “offer of notes to the public” in relation to any notes in any Relevant Member State
means the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe the notes, as the same may be varied in that Member
State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive”
means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant
implementing measure in the Relevant Member State.
Each underwriter has represented and agreed that:
|
|
(a)
|
it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within
the meaning of Section 21 of the Financial Services and Markets Act 2000 (“FSMA”)) received by it in connection with the issue or sale of the notes in circumstances in which Section 21(1) of the FSMA does not apply to The Goldman
Sachs Group, Inc.; and
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|
|
(b)
|
it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the notes in, from or otherwise involving the United
Kingdom.
|
S-13
The notes may not be offered or sold in Hong Kong by means of any document other than (i) to
“professional investors” as defined in the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) and any rules made thereunder, or (ii) in other circumstances which do not result in the document being a
“prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) or which do not constitute an offer to the public within the meaning of that Ordinance; and no advertisement,
invitation or document relating to the notes may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed
or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to notes which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional
investors” as defined in the Securities and Futures Ordinance and any rules made thereunder.
This prospectus supplement and the
accompanying prospectus have not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus supplement, the accompanying prospectus and any other document or material in connection with the offer or sale,
or invitation for subscription or purchase, of the notes may not be circulated or distributed, nor may the notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in
Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) under Section 274 of the SFA, (ii) to a relevant person (as
defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise
pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA.
Where the notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole
business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation shall not
be transferable for six months after that corporation has acquired the notes under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2)
of the SFA), (2) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by
operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation
32”).
Where the notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where
the trustee is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries’ rights and interest (howsoever
described) in that trust shall not be transferable for six months after that trust has acquired the notes under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as
defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each
transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in
Section 276(7) of the SFA, or (6) as specified in Regulation 32.
The notes have not been and will not be registered under the
Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended), or the FIEA. The notes may not be offered or sold, directly or indirectly, in Japan or to or for the benefit of any resident of Japan (including any person
resident in Japan or any corporation or other entity organized under the laws of Japan) or to others for
S-14
reoffering or resale, directly or indirectly, in Japan or to or for the benefit of any resident of Japan, except pursuant to an exemption from the registration requirements of the FIEA and
otherwise in compliance with any relevant laws and regulations of Japan.
The notes may be sold in Canada only to purchasers purchasing,
or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument
45-106
Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted
clients, as defined in National Instrument
31-103
Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the notes must be made in accordance with an exemption from, or in a
transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or
territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus supplement and the accompanying prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for
rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation
of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.
Pursuant to section 3A.3
of National Instrument
33-105
Underwriting Conflicts (NI
33-105),
the underwriters are not required to comply with the disclosure requirements of NI
33-105
regarding underwriter conflicts of interest in connection with this offering.
The notes are not
offered, sold or advertised, directly or indirectly, in, into or from Switzerland on the basis of a public offering and will not be listed on the SIX Swiss Exchange or any other offering or regulated trading facility in Switzerland. Accordingly,
neither this prospectus supplement nor any accompanying prospectus or other marketing material constitute a prospectus as defined in article 652a or article 1156 of the Swiss Code of Obligations or a listing prospectus as defined in article 32 of
the Listing Rules of the SIX Swiss Exchange or any other regulated trading facility in Switzerland. Any resales of the notes by the underwriters thereof may only be undertaken on a private basis to selected individual investors in compliance with
Swiss law. This prospectus supplement and accompanying prospectus may not be copied, reproduced, distributed or passed on to others or otherwise made available in Switzerland without our prior written consent. By accepting this prospectus supplement
and accompanying prospectus or by subscribing to the notes, investors are deemed to have acknowledged and agreed to abide by these restrictions. Investors are advised to consult with their financial, legal or tax advisers before investing in the
notes.
The Goldman Sachs Group, Inc. estimates that its share of the total offering expenses, excluding underwriting discounts and
commissions, will be approximately $300,000.
The Goldman Sachs Group, Inc. has agreed to indemnify the underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
Conflicts of Interest
The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities
trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. Certain of the underwriters and their respective affiliates have, from
time to time, performed, and may in the future perform, various financial advisory and investment banking services for The Goldman Sachs Group, Inc. or its affiliates, for which they received or will receive customary fees and expenses.
Goldman Sachs & Co. LLC is an affiliate of The Goldman Sachs Group, Inc. and, as such, has a “conflict of interest” in this offering
of the notes within the meaning of FINRA Rule 5121. Consequently, this offering is being conducted in compliance with the provisions of Rule 5121. Goldman Sachs & Co.
S-15
LLC is not permitted to sell securities in this offering to an account over which it exercises discretionary authority without the prior specific written approval of the account holder.
In the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad
array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers and such investment and securities
activities may involve securities and/or instruments of the issuer. The underwriters and their respective affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or
instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments. Such investment and securities activities may involve securities and instruments of The Goldman Sachs
Group, Inc.
S-16
$2,250,000,000
The Goldman Sachs Group, Inc.
2.905% Fixed/Floating Rate Notes due 2023
Goldman Sachs & Co. LLC
BB&T Capital Markets
BBVA Securities
BMO Capital
Markets
BNY Mellon Capital Markets, LLC
Capital One Securities
ING
KeyBanc Capital Markets
Lloyds Securities
Mizuho
Securities
PNC Capital Markets LLC
Rabo Securities
RBC Capital Markets
Regions Securities LLC
Santander
Scotiabank
SMBC Nikko
SunTrust Robinson Humphrey
TD Securities
UniCredit
Capital Markets
US Bancorp
Academy Securities
Drexel Hamilton
Mischler Financial Group, Inc.
The Williams Capital Group, L.P.
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