Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-198735
|
|
|
|
|
|
|
|
|
The Goldman Sachs Group, Inc.
$3,170,000
Fixed and Floating Rate Notes due 2027
|
|
|
We will pay a fixed rate of interest at a rate of 4.00% per annum quarterly on February 21, May 21,
August 21 and November 21 of each year, commencing on May 21, 2017 to, and including, February 21, 2019. After February 21, 2019, interest will be payable quarterly on February 21, May 21, August 21 and
November 21 of each year, commencing on May 21, 2019 to, and including, the stated maturity date (February 21, 2027) at a floating rate equal to the then-applicable
10-year
CMS rate
plus
the
spread of 0.10% per annum, subject to the minimum interest rate of 0.00% per annum. The notes will mature on the stated maturity date. On the stated maturity date, you will receive $1,000, plus any accrued and unpaid interest, for each $1,000 of the
face amount of your notes.
The interest on your notes for each quarterly interest period commencing on or after February 21, 2019 will be a
rate equal to the then-applicable
10-year
CMS rate, determined on the relevant interest determination date,
plus
the spread, subject to the minimum interest rate.
Your investment in the notes involves certain risks, including our credit risk. See page S-5.
You should read the disclosure herein to better understand the terms and risks of your investment.
|
|
|
|
|
|
|
|
|
Original issue date:
|
|
February 21, 2017
|
|
Original issue price:
|
|
100.00% of the face amount
|
|
Underwriting discount:
|
|
1.742% of the face amount
|
|
Net proceeds to the issuer:
|
|
98.258% of the face amount
|
In addition to offers and sales at the initial price to public, the underwriters may offer the notes from time to time for sale in one
or more transactions at market prices prevailing at the time of sale, at prices related to market prices or at negotiated prices.
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. Any representation to the contrary is a criminal offense. 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.
Goldman, Sachs &
Co. Incapital LLC
Prospectus Supplement No. 9 dated February 15, 2017.
The issue price, underwriting discount and net proceeds listed on the cover page hereof relate to the
notes we sell initially. We may decide to sell additional notes after the date of this prospectus supplement, at issue prices and with underwriting discounts and net proceeds that differ from the amounts set forth above. The return (whether positive
or negative) on your investment in notes will depend in part on the issue price you pay for such notes.
Goldman Sachs may use this prospectus in
the initial sale of the offered notes. In addition, Goldman, Sachs & Co., or any other affiliate of Goldman Sachs may use this prospectus in a market-making transaction in a note after its initial sale.
Unless Goldman Sachs or its
agent informs the purchaser otherwise in the confirmation of sale, this prospectus is being used in a market-making transaction.
About Your Prospectus
The
notes are part of the Medium-Term Notes, Series N program of The Goldman Sachs Group, Inc. This prospectus includes this prospectus supplement and the accompanying documents listed below. This prospectus supplement constitutes a supplement to the
documents listed below and should be read in conjunction with such documents:
The information in this prospectus supplement supersedes any conflicting information in the documents listed above. In addition,
some of the terms or features described in the listed documents may not apply to your notes.
SPECIFIC TERMS OF YOUR NOTES
We refer to the notes we are offering by this prospectus supplement as the “offered notes”
or the “notes”. Please note that in 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, while references to “Goldman Sachs” mean The Goldman Sachs Group, Inc., together with its consolidated subsidiaries. Also, references to the “accompanying prospectus” mean the accompanying prospectus,
dated January 6, 2017, as supplemented by the accompanying prospectus supplement, dated January 19, 2017, relating to Medium-Term Notes, Series N, of The Goldman Sachs Group, Inc. Please note that in this section entitled “Specific
Terms of Your Notes”, references to “holders” mean those who own notes registered in their own names, on the books that we or the trustee maintain for this purpose, and not those who own beneficial interests in notes registered in
street name or in notes issued in book-entry form through The Depository Trust Company. Please review the special considerations that apply to owners of beneficial interests in the accompanying prospectus, under “Legal Ownership and Book-Entry
Issuance”. References to the “indenture” in this prospectus supplement mean the senior debt indenture, dated July 16, 2008, as amended, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee.
Key Terms
Issuer:
The Goldman Sachs
Group, Inc.
Specified currency:
U.S. dollars (“$”)
Denominations:
$1,000 and integral multiples of $1,000 in excess thereof
Face amount:
each note will have a face amount equal to $1,000, or integral multiples of $1,000 in excess thereof; $3,170,000 in the aggregate for all the offered
notes; the aggregate face amount of the offered notes may be increased if the issuer, at its sole option, decides to sell an additional amount of the offered notes on a date subsequent to the date of this prospectus supplement
Stated maturity date:
February 21, 2027
Trade date:
February 15, 2017
Original issue date (settlement date):
February 21, 2017
Form of Notes:
global form only
Supplemental discussion of U.S. federal
income tax consequences:
The notes will be treated as variable rate debt instruments for U.S. federal income tax purposes. Under this characterization, it is the opinion of Sidley Austin
LLP
that you should include the amounts
treated as qualified stated interest in ordinary income at the time you receive or accrue such payments, depending on your regular method of accounting for tax purposes. In addition, you should be required to include any original issue discount in
ordinary income as such original issue discount accrues, regardless of your method of accounting for tax purposes. Any gain or loss you recognize upon the sale, exchange or maturity of your notes should be capital gain or loss. Please see
“Supplemental Discussion of Federal Income Tax Consequences” below for a more detailed discussion.
Fixed interest rate:
for the fixed rate interest
periods, interest on the notes will be 4.00% per annum
Fixed rate interest payment dates:
February 21, May 21, August 21 and November 21
of each year, commencing on May 21, 2017 to, and including, February 21, 2019
Fixed rate interest periods:
quarterly; the periods from and
including a fixed rate interest payment date (or the original issue date, in the case of the first fixed rate interest period) to but excluding the following fixed rate interest payment date
Floating interest rate:
for the floating rate interest periods commencing on or after February 21, 2019 to, but excluding, the stated maturity date, a rate
per annum equal to the base rate, determined on the relevant interest determination date,
plus
the spread, subject to the minimum interest rate
Base rate
for the floating rate interest periods:
10-year
CMS rate (as described under “Historical
10-Year
CMS Rates” below and in the accompanying prospectus
supplement under “Description of the Notes We May Offer – Interest Rates – CMS Rate Notes”)
Index maturity:
10 years
S-2
Minimum interest rate:
0.00% per annum
Spread:
0.10% per annum
Floating rate interest payment dates:
February 21, May 21, August 21 and November 21 of each year, commencing on May 21, 2019, to, and including, the stated maturity date, subject to adjustments as described elsewhere in the prospectus supplement
Floating rate interest periods:
quarterly; the periods from and including a floating rate interest payment date (or the final fixed rate interest payment date, in
the case of the first floating rate interest period) to but excluding the next succeeding floating rate interest payment date (or the stated maturity date, in the case of the final floating rate interest period)
Interest determination dates:
for each floating rate interest period, the second U.S. Government securities business day preceding the floating rate interest
reset date
Business day convention:
following unadjusted; applicable to interest payment dates and floating rate interest reset dates
Floating rate interest reset dates:
every
February 21, May 21, August 21 and November 21 of each year, commencing on February 21,
2019
Day count convention:
30/360 (ISDA)
Regular record dates:
the day immediately prior to the day on which the interest payment is to be made (as such payment day may be adjusted under the applicable business day convention)
No listing:
the notes will not be listed or displayed on any securities exchange or interdealer market quotation system
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 any debt securities –
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 — Securities Issued on or After January 1, 2017 under the 2008 Indenture” in the accompanying prospectus for further details.
No redemption:
the notes will not be subject to redemption right or price dependent redemption right
Business Day:
New York business day.
Defeasance applies as follows:
|
|
●
|
covenant defeasance: no
|
Calculation agent:
Goldman, Sachs & Co.
CUSIP no.:
38150A2F1
ISIN no.:
US38150A2F19
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
S-3
HYPOTHETICAL EXAMPLES
The following table is provided for purposes of illustration only. It should not be taken as an indication or prediction of future investment results and
is intended merely to illustrate the method we will use to calculate the amount of interest accrued during each interest period following the twelfth interest period.
The table below is based on
10-year
CMS rates that are entirely hypothetical; no one can predict what the
10-year
CMS rate will be on any day during the floating rate interest periods, and no one can predict the interest that will accrue on your notes in any floating rate interest period.
For these reasons, the actual
10-year
CMS rates during the floating rate interest periods, as well as the
interest payable on each floating rate interest payment date, may bear little relation to the hypothetical table shown below or to the historical
10-year
CMS rates shown elsewhere in this prospectus
supplement. For information about the
10-year
CMS rates during recent periods, see “Historical
10-year
CMS Rates” on page S-9. Before investing in the offered
notes, you should consult publicly available information to determine the
10-year
CMS rates between the date of this prospectus supplement and the date of your purchase of the offered notes.
The following table illustrates the method we will use to calculate the interest rate at which interest will accrue on each day included in each floating
rate interest period, subject to the key terms and assumptions below.
The percentage amounts in the left column of the table below represent
hypothetical
10-year
CMS rates on a given floating rate interest determination date. The right column of the table below represent the hypothetical interest rate that would be payable on a given floating rate
interest payment date, based on the corresponding hypothetical
10-year
CMS rate. The information in the table also reflects the key terms and assumptions in the box below.
|
|
|
|
|
Key Terms and Assumption
|
|
Face amount
|
|
$1,000
|
|
Minimum interest
rate
|
|
0.00% per annum
|
|
Spread
|
|
0.10% per annum
|
Also, the hypothetical examples shown below do not take into account the effects of applicable taxes.
|
|
|
|
|
Hypothetical
10-Year
CMS Rate
|
|
Hypothetical interest amount payable on a floating
rate
interest payment date (including the spread)
|
|
-3.00%
|
|
0.00%*
|
|
-2.00%
|
|
0.00%*
|
|
-1.00%
|
|
0.00%*
|
|
-0.10%
|
|
0.00%
|
|
0.00%
|
|
0.10%
|
|
0.20%
|
|
0.30%
|
|
0.25%
|
|
0.35%
|
|
0.90%
|
|
1.00%
|
|
1.00%
|
|
1.10%
|
|
1.05%
|
|
1.15%
|
|
2.35%
|
|
2.45%
|
|
3.00%
|
|
3.10%
|
|
4.00%
|
|
4.10%
|
|
5.50%
|
|
5.60%
|
|
7.00%
|
|
7.10%
|
* Interest is floored at the minimum interest rate of 0.00% per annum for the floating rate interest payment dates.
Payments on the notes are economically equivalent to the amounts that would be paid on a combination of other instruments. For example, payments on the
notes are economically equivalent to the amounts that would be paid on a combination of an interest-bearing bond bought, and an option bought, by the holder (with an implicit option premium paid over time by the holder). The discussion in this
paragraph does not modify or affect the terms of the notes or the United States income tax treatment of the notes, as described elsewhere in this prospectus supplement.
We cannot predict the actual
10-year
CMS rate on any day or the market value
of your notes, nor can we predict the relationship between the
10-year
CMS rate and the market value of your notes at any time prior to the stated maturity date. The actual interest payment that a holder of
the offered notes will receive on each floating rate interest payment date and the rate of return on the offered notes will depend on the actual
10-year
CMS rates determined by the calculation agent over the
life of your notes. Moreover, the assumptions on which the hypothetical table is based may turn out to be inaccurate. Consequently, the interest amount to be paid in respect of your notes on each floating rate interest payment date may be very
different from the information reflected in the table above.
S-4
ADDITIONAL RISK FACTORS SPECIFIC TO YOUR NOTES
|
|
|
|
|
An investment in your notes is subject to the risks described below, as well as the risks and considerations described in the accompanying
prospectus, dated January 6, 2017, and in the accompanying prospectus supplement, dated January 19, 2017. Your notes are a riskier investment than ordinary debt securities. You should carefully review these risks and considerations as well
as the terms of the notes described herein and in the accompanying prospectus, dated January 6, 2017, as supplemented by the accompanying prospectus supplement, dated January 19, 2017, of The Goldman Sachs Group, Inc. Your notes are a
riskier investment than ordinary debt securities. You should carefully consider whether the offered notes are suited to your particular circumstances.
|
|
|
The Notes Are Subject to the Credit Risk of the Issuer
Although the return on the notes will be based in part on the performance of the
10-year
CMS rate, the payment of
any amount due on the notes is subject to our credit risk. The notes are our unsecured obligations. Investors are dependent on our ability to pay all amounts due on the notes, and therefore investors are subject to our credit risk and to changes in
the market’s view of our creditworthiness. See “Description of the Notes We May Offer — Information About Our Medium-Term Notes, Series N Program — How the Notes Rank Against Other Debt” on page
S-4
of the accompanying prospectus supplement.
We May Sell an Additional Aggregate Face Amount of the Notes at a
Different Issue Price
At our sole option, we may decide to sell an additional aggregate face amount of the notes subsequent to the date of this
prospectus supplement. The issue price of the notes in the subsequent sale may differ substantially (higher or lower) from the issue price you paid as provided on the cover of this prospectus supplement.
The Amount of Interest Payable on Your Notes Will Not Be Affected by the
10-Year
CMS Rate on Any Day Other Than
an Interest Determination Date
For each interest period after the first eight interest periods, the amount of interest payable on each floating
rate interest payment date is calculated based on the
10-year
CMS rate on the applicable interest determination date plus the spread. Although the actual
10-year
CMS
rate on a floating rate interest payment date or at other times during a floating rate interest period may be higher than the
10-year
CMS rate on the applicable interest determination date, you will not
benefit from the
10-year
CMS rate at any time other than on the interest determination date for such floating rate interest period.
Recent Regulatory Investigations Regarding Potential Manipulation of ISDAfix May Adversely Affect Your Notes
It has been reported that the U.K. Financial Conduct Authority and the U.S. Commodity Futures Trading Commission are working together to investigate
potential manipulation of ISDAfix. If such manipulation occurred, it may have resulted in the
10-year
CMS rate being artificially lower (or higher) than it would otherwise have been. Any changes or reforms
affecting the determination or supervision of ISDAfix (or ICE Swap Rate) in light of these investigations may result in a sudden or prolonged increase or decrease in reported ISDAfix (or ICE Swap Rate), which could have an adverse impact on the
trading market for ISDAfix (or ICE Swap Rate)-benchmarked securities such as your notes, the value of your notes and any payments on your notes.
The Historical Levels of the
10-Year
CMS Rate Are Not an Indication of the Future Levels of the
10-Year
CMS Rate
In the past, the level of the
10-year
CMS rate has
experienced significant fluctuations. You should note that historical levels, fluctuations and trends of the
10-year
CMS rate are not necessarily indicative of future levels. Any historical upward or downward
trend in the
10-year
CMS rate is not an indication that the
10-year
CMS rate is more or less likely to increase or decrease at any time during an interest period, and
you should not take the historical levels of the
10-year
CMS rate as an indication of its future performance.
If You Purchase Your Notes at a Premium to Face Amount, the Return on Your Investment Will Be Lower Than the Return on Notes Purchased at Face Amount
and the Impact of Certain Key Terms of the Notes Will be Negatively Affected
The amount you will be paid for your notes on the stated maturity
date will not be adjusted based on the issue price you pay for the notes. If you purchase notes at a price that differs from the face amount of the notes, then the return on your investment in such notes held to the stated maturity date will differ
from, and may be substantially less than, the return on notes purchased at face amount. If you purchase your notes at a premium to face amount and hold them to the stated maturity date, the return on your investment in the notes will be lower than
it would have been had you purchased the notes at face amount or a discount to face amount.
S-5
The Market Value of Your Notes May Be Influenced by Many Unpredictable Factors
When we refer to the market value of your notes, we mean the value that you could receive for your notes if you chose to sell them in the open market
before the stated maturity date. A number of factors, many of which are beyond our control, will influence the market value of your notes, including:
|
|
●
|
the volatility – i.e., the frequency and magnitude of changes – in the level of the
10-year
CMS rate;
|
|
|
●
|
the expected future performance of the
10-year
CMS rate;
|
|
|
●
|
economic, financial, regulatory, political, military and other events that affect the level of the
10-year
CMS rate generally;
|
|
|
●
|
interest rate and yield rates in the market;
|
|
|
●
|
the time remaining until your notes mature; and
|
|
|
●
|
our creditworthiness, whether actual or perceived, and including actual or anticipated upgrades or downgrades in our credit ratings or changes in other credit measures.
|
These factors, and many other factors, will influence the price you will receive if you sell your notes before maturity, including the price you may
receive for your notes in any market making transaction. If you sell your notes before maturity, you may receive less than the face amount of your notes.
You cannot predict the future performance of the
10-year
CMS rate based on its historical performance. The actual
performance of the
10-year
CMS rate over the life of the offered notes may bear little or no relation to the historical levels of the
10-year
CMS rate or to the
hypothetical examples shown elsewhere in this prospectus supplement.
If the
10-Year
CMS Rate Changes, the
Market Value of Your Notes May Not Change in the Same Manner
The price of your notes may move differently than the
10-year
CMS rate. Changes in the
10-year
CMS rate may not result in a comparable change in the market value of your notes. We discuss some of the reasons for this disparity
under “— The Amount of Interest Payable on Your Notes Will Not Be Affected by the
10-year
CMS rate on Any Day Other Than an Interest Determination Date” and “— The Market
Value of Your Notes May Be Influenced by Many Unpredictable Factors” above.
Anticipated Hedging Activities by Goldman Sachs or Our
Distributors May Negatively Impact Investors in the Notes and Cause Our Interests and Those of Our Clients and Counterparties to be Contrary to Those of Investors in the Notes
Goldman Sachs expects to hedge our obligations under the notes by purchasing futures and/or other instruments linked to
10-year
CMS rate. Goldman Sachs also expects to adjust the hedge by, among other things, purchasing or selling any of the foregoing, and perhaps other instruments linked to
10-year
CMS rate, at any time and from time to time, and to unwind the hedge by selling any of the foregoing on or before the final interest determination date for your notes. Alternatively, Goldman Sachs may
hedge all or part of our obligations under the notes with unaffiliated distributors of the notes which we expect will undertake similar market activity. Goldman Sachs may also enter into, adjust and unwind hedging transactions relating to other
10-year
CMS rate-linked notes whose returns are linked to
10-year
CMS rate.
In addition to entering into such transactions itself, or distributors entering into such transactions, Goldman Sachs may structure such transactions for
its clients or counterparties, or otherwise advise or assist clients or counterparties in entering into such transactions. These activities may be undertaken to achieve a variety of objectives, including: permitting other purchasers of the notes or
other securities to hedge their investment in whole or in part; facilitating transactions for other clients or counterparties that may have business objectives or investment strategies that are inconsistent with or contrary to those of investors in
the notes; hedging the exposure of Goldman Sachs to the notes including any interest in the notes that it reacquires or retains as part of the offering process, through its market-making activities or otherwise; enabling Goldman Sachs to comply with
its internal risk limits or otherwise manage firmwide, business unit or product risk; and/or enabling Goldman Sachs to take directional views as to relevant markets on behalf of itself or its clients or counterparties that are inconsistent with or
contrary to the views and objectives of the investors in the notes.
Any of these hedging or other activities may adversely affect the levels of
10-year
CMS rate — and therefore the market value of your notes and the amount we will pay on your notes at maturity. In addition, you should expect that these transactions will cause Goldman Sachs or its
clients, counterparties or distributors to have economic interests and
S-6
incentives that do not align with, and that may be directly contrary to, those of an investor in the notes. Neither Goldman Sachs nor any distributor will have any obligation to take, refrain
from taking or cease taking any action with respect to these transactions based on the potential effect on an investor in the notes, and may receive substantial returns on hedging or other activities while the value of your notes declines. In
addition, if the distributor from which you purchase notes is to conduct hedging activities in connection with the notes, that distributor may otherwise profit in connection with such hedging activities and such profit, if any, will be in addition
to the compensation that the distributor receives for the sale of the notes to you. You should be aware that the potential to earn fees in connection with hedging activities may create a further incentive for the distributor to sell the notes to you
in addition to the compensation they would receive for the sale of the notes.
As Calculation Agent, Goldman, Sachs & Co. Will Have the
Authority to Make Determinations that Could Affect the Value of Your Notes and the Amount You May Receive On Any Interest Payment Date
As
calculation agent for your notes, Goldman, Sachs & Co. will have discretion in making certain determinations that affect your notes, including determining the
10-year
CMS rate on any interest
determination date, which we will use to determine the amount we will pay on any applicable floating rate interest payment date during the floating rate interest periods. The exercise of this discretion by Goldman, Sachs & Co. could
adversely affect the value of your notes and may present Goldman, Sachs & Co. with a conflict of interest. We may change the calculation agent at any time without notice and Goldman, Sachs & Co. may resign as calculation agent at
any time upon 60 days’ written notice to Goldman Sachs.
Your Notes May Not Have an Active Trading Market
Your notes will not be listed or displayed on any securities exchange or included in any interdealer market quotation system, and there may be little or
no secondary market for your notes. Even if a secondary market for your notes develops, it may not provide significant liquidity and we expect that transaction costs in any secondary market would be high. As a result, the difference between bid and
asked prices for your notes in any secondary market could be substantial.
Certain Considerations for Insurance Companies and Employee Benefit
Plans
Any insurance company or fiduciary of a pension plan or other employee benefit plan that is subject to the prohibited transaction rules of
the Employee Retirement Income Security Act of 1974, as amended, which we call “ERISA”, or the Internal Revenue Code of 1986, as amended, including an IRA or a Keogh plan (or a governmental plan to which similar prohibitions apply), and
that is considering purchasing the offered notes with the assets of the insurance company or the assets of such a plan, should consult with its counsel regarding whether the purchase or holding of the offered notes could become a “prohibited
transaction” under ERISA, the Internal Revenue Code or any substantially similar prohibition in light of the representations a purchaser or holder in any of the above categories is deemed to make by purchasing and holding the offered notes.
This is discussed in more detail under “Employee Retirement Income Security Act” below.
You May Be Required to Accrue Interest in Excess
of Interest Payments Following the Initial Fixed Rate Interest Periods
Under the rules governing variable rate debt instruments discussed below
under “Supplemental Discussion of Federal Income Tax Consequences”, you may be required to accrue an amount of interest in the initial fixed rate interest periods of your note that is less than the stated interest on your note in such
periods. Conversely, you may be required to accrue an amount of interest in the floating rate interest periods of your note that exceeds the stated interest on your note in such periods.
Foreign Account Tax Compliance Act (FATCA) Withholding May Apply to Payments on Your Notes, Including as a Result of the Failure of the Bank or Broker
Through Which You Hold the Notes to Provide Information to Tax Authorities
Please see the discussion under “United States Taxation —
Taxation of Debt Securities — Foreign Account Tax Compliance Act (FATCA) Withholding” in the accompanying prospectus for a description of the applicability of FATCA to payments made on your notes.
S-7
USE OF PROCEEDS
We will use the net proceeds we receive from the sale of the offered notes for the purposes we describe in the accompanying prospectus under “Use of
Proceeds”.
HEDGING
In anticipation of the sale of the offered notes, we and/or our affiliates have entered into or expect to enter into hedging transactions involving
purchases of instruments linked to the
10-year
CMS rate. In addition, from time to time, we and/or our affiliates expect to enter into additional hedging transactions and to unwind those we have entered into,
in connection with the offered notes and perhaps in connection with other notes we issue, some of which may have returns linked to the
10-year
CMS rate. Consequently, with regard to your notes, from time to
time, we and/or our affiliates:
|
|
●
|
expect to acquire or dispose of positions in
over-the-counter
options, futures or other instruments linked to the
10-year
CMS rate, and/or
|
|
|
●
|
may take short positions in securities of the kind described above — i.e., we and/or our affiliates may sell securities of the kind that we do not own or that we borrow for delivery to purchaser, and/or
|
|
|
●
|
may take or dispose of positions in interest rate swaps, options swaps and treasury bonds.
|
We and/or our
affiliates may also acquire a long or short position in securities similar to your notes from time to time and may, in our or their sole discretion, hold or resell those securities.
In the future, we and/or our affiliates expect to close out hedge positions relating to the offered notes and perhaps relating to other notes with
returns linked to the
10-year
CMS rate. These steps may also involve sales and/or purchases of some or all of the listed or
over-the-counter
options, futures or other instruments linked to the
10-year
CMS rate.
|
|
|
The hedging activity discussed above may adversely affect the market value of your notes from time to time and the amount we will pay on your
notes. See “Additional Risk Factors Specific to Your Notes” above for a discussion of these adverse effects.
|
S-8
HISTORICAL
10-YEAR
CMS RATES
In this prospectus supplement, when we refer to the
10-year
CMS rate, we mean the rate as it appears on Reuters
page ICESWAP1 under the heading
10-year
index maturity for rates at approximately 11:00 a.m. New York time, on each interest determination date. If the
10-year
CMS rate
cannot be determined in this manner on the relevant interest determination date, the following procedures will apply to your notes.
|
●
|
The
10-year
CMS rate for each interest determination date will be determined on the basis of the
mid-market
semi-annual swap rate
quotations provided by five leading swap dealers in the New York City interbank market at approximately 11:00 a.m., New York City time, on the relevant interest determination date. For this purpose, the semi-annual swap rate means the mean of the
bid and offered rates for the semi-annual fixed leg, calculated on a 30/360 day count basis, of a
fixed-for-floating
U.S. dollar interest rate swap transaction with a
term equal to ten years commencing on the floating rate interest reset date, with an acknowledged dealer of good credit in the swap market, where the floating leg, calculated on an Actual/360 day count basis, is equivalent to LIBOR with a designated
maturity of three months, as such rate may be determined in accordance with the provisions set forth under “Description of Notes We May Offer — Interest Rates — LIBOR Notes” in the accompanying prospectus supplement. The
calculation agent will select the five swap dealers in its sole discretion and will request the principal New York City office of each of those dealers to provide a quotation of its rate.
|
|
●
|
If at least three quotations are provided, the
10-year
CMS rate on the relevant interest determination date will be the arithmetic mean of the quotations described above,
eliminating the highest and lowest quotations or, in the event of equality, one of the highest and one of the lowest quotations.
|
|
●
|
If fewer than three quotations are provided, the calculation agent will determine the
10-year
CMS rate in its sole discretion.
|
“Reuters page” means the display on the Reuters service, or any successor or replacement service, on the page specified in this prospectus
supplement, or any successor or replacement page on that service.
The level of the
10-year
CMS rate has
fluctuated in the past and may, in the future, experience significant fluctuations. Any historical upward or downward trend in the level of the
10-year
CMS rate during any period shown below is not an
indication that the
10-year
CMS rate is more or less likely to increase or decrease at any time during the life of your notes. See “Additional Risk Factors Specific to Your Notes — Recent Regulatory
Attention to the ISDAfix Process” for more information relating to the
10-year
CMS rate.
You should
not take the historical levels of the
10-year
CMS rate as an indication of future levels of the
10-year
CMS rates.
We cannot give you any assurance that the future
levels of the
10-year
CMS rate will result in your receiving a return on your notes that is greater than the return you would have realized if you invested in a debt security of comparable maturity that bears
interest at a prevailing market rate.
In light of current market conditions, the trends reflected in the historical levels of the
10-year
CMS rate may be less likely to be indicative of the levels of the
10-year
CMS rate during the floating rate interest periods.
Neither we nor any of our affiliates make any representation to you as to the performance of the
10-year
CMS rate
during the floating rate interest periods. Before investing in the offered notes, you should consult publicly available information to determine the
10-year
CMS rates between the date of this prospectus
supplement and the date of your purchase of the offered notes. The actual levels of the
10-year
CMS rate during the floating rate interest periods may bear little relation to the historical levels of the
10-year
CMS rate shown below.
The graph below shows the daily historical last levels of the
10-year
CMS rate from February 15, 2007 through February 15, 2017. We obtained the last levels in the graph below from Reuters, without independent verification.
S-9
Historical Performance of the CMS Rate
S-10
SUPPLEMENTAL DISCUSSION OF FEDERAL INCOME TAX CONSEQUENCES
The following section supplements the discussion of U.S. federal income taxation in the accompanying prospectus.
The following section is the opinion of Sidley Austin
LLP
, counsel to The Goldman Sachs Group, Inc. It applies to you only if you hold
your notes as a capital asset for tax purposes. This section does not apply to you if you are a member of a class of holders subject to special rules, such as:
|
|
●
|
a dealer in securities or currencies;
|
|
|
●
|
a trader in securities that elects to use a
mark-to-market
method of accounting for your securities holdings;
|
|
|
●
|
a life insurance company;
|
|
|
●
|
a
tax-exempt
organization;
|
|
|
●
|
a person that owns the notes as a hedge or that is hedged against interest rate risks;
|
|
|
●
|
a person that owns the notes as part of a straddle or conversion transaction for tax purposes; or
|
|
|
●
|
a United States holder (as defined below) whose functional currency for tax purposes is not the U.S. dollar.
|
This section is based on the U.S. Internal Revenue Code of 1986, as amended, its legislative history, existing and proposed regulations under the
Internal Revenue Code, published rulings and court decisions, all as currently in effect. These laws are subject to change, possibly on a retroactive basis.
|
|
|
You
should consult your tax advisor concerning the U.S. federal income tax, and other tax consequences of your investment in the notes, including the application of state, local or other tax laws and the possible effects of changes in federal or other
tax laws.
|
United States Holders
This subsection describes the tax consequences to a United States holder. You are a United States holder if you are a beneficial owner of notes and you
are:
|
|
●
|
a citizen or resident of the United States;
|
|
|
●
|
a domestic corporation;
|
|
|
●
|
an estate whose income is subject to U.S. federal income tax regardless of its source; or
|
|
|
●
|
a trust if a United States court can exercise primary supervision over the trust’s administration and one or more United States persons are authorized to control all substantial decisions of the trust.
|
If you are not a United States holder, this section does not apply to you and you should refer to “— United States Alien
Holders” below.
Tax Treatment.
The notes will be treated as variable rate debt instruments for U.S. federal income tax purposes. Under
this characterization, it is the opinion of Sidley Austin
LLP
that you should include the amounts treated as qualified stated interest in ordinary income at the time you receive or accrue such payments, depending on your regular
method of accounting for tax purposes. In addition, you should be required to include any original issue discount in ordinary income as such original issue discount accrues, regardless of your method of accounting for tax purposes.
As discussed in the accompanying prospectus under “United States Taxation — Taxation of Debt Securities — United States Holders —
Original Issue Discount,” (i) you must include original issue discount, or OID, (if any) in your gross income for U.S. federal income tax purposes as it accrues (regardless of your regular method of accounting) and (ii) you must determine
the amount of interest that is treated as qualified stated interest (“QSI”) on your notes in order to determine the amount of OID in respect of a note. As discussed in the following paragraph and discussed in further detail in the
accompanying prospectus under “United States Taxation — Taxation of Debt Securities — United States Holders — Variable Rate Debt Securities,” in order to determine the amount of QSI and OID in respect of the notes, an
equivalent fixed rate debt instrument must be constructed. The equivalent fixed rate debt instrument is a hypothetical instrument that has terms that are identical to those of the notes, except that the equivalent fixed rate debt instrument provides
for fixed rate substitutes in lieu of the actual rates on the notes. The amount of OID and QSI on the notes is determined for the equivalent fixed rate debt instrument under the rules applicable to fixed rate debt instruments and is generally taken
into account as if the holder held the equivalent fixed rate debt instrument (subject to the adjustment to QSI described below).
S-11
The equivalent fixed rate debt instrument is constructed in the following fashion: (i) first, the
initial fixed rate is replaced with a “qualified floating rate” that would preserve the fair market value of the notes, and (ii) second, each floating rate (including the floating rate determined under (i) above) is converted
into a fixed rate substitute (which, in each case, will generally be the value of each floating rate as of the issue date). If the amount paid in any quarter is greater than (or less than) the amount assumed to be paid in such quarter, you will be
required to increase (or decrease) the amount of QSI you take into income by this difference. In general, your taxable income in each year should include the amount of QSI paid or accrued (subject to the adjustments discussed in this paragraph) and
the annual OID accrual with respect to your notes but should not include payments made in respect of your notes that are in excess of QSI (as adjusted). Any amount you receive in an accrual period which is in excess of the sum of the OID and QSI for
such period will be treated for federal income tax purposes as a return of principal. You should determine the OID that is allocable to each period in the manner described under “United States Taxation — Taxation of Debt Securities —
United States Holders — Original Issue Discount” in the accompanying prospectus.
You will generally recognize gain or loss upon the sale,
exchange or maturity of your notes in an amount equal to the difference, if any, between the amount of cash you receive at such time and your adjusted basis in your notes. See discussion under “United States Taxation — Taxation of Debt
Securities — United States Holders — Purchase, Sale and Retirement of the Debt Securities” for more information.
You should consult
your tax advisor concerning the U.S. federal income tax consequences to you of acquiring, owning, and disposing of the notes, as well as any tax consequences arising under the laws of any state, local, foreign, or other tax jurisdiction and the
possible effects of changes in U.S. federal or other tax laws.
If you purchase the notes at a price lower than the original issue price, you will be
subject to the rules governing market discount as described under “United States Taxation — Taxation of Debt Securities — United States Holders — Market Discount” in the accompanying prospectus. Because the notes provide for
payments made prior to maturity that are treated as a return of principal, a holder may not be able to use the straight-line method described therein. If you purchase the notes at a price higher than the original issue price, you will be subject to
the rules governing premium as described under “United States Taxation —Taxation of Debt Securities — United States Holders — Debt Securities Purchased at a Premium” in the accompanying prospectus. The original issue price
of your notes is equal to the principal amount of the notes.
United States Alien Holders
If you are a United States alien holder, please see the discussion under “United States Taxation — Taxation of Debt Securities — United
States Alien Holders” in the accompanying prospectus for a description of the tax consequences relevant to you. You are a United States alien holder if you are the beneficial owner of the notes and are, for U.S. federal income tax purposes:
|
|
●
|
a nonresident alien individual;
|
|
|
●
|
a foreign corporation; or
|
|
|
●
|
an estate or trust that in either case is not subject to U.S. federal income tax on a net income basis on income or gain from the notes.
|
Backup Withholding and Information Reporting
Please see the discussion under “United States Taxation — Taxation of Debt Securities — Backup Withholding and Information Reporting”
in the accompanying prospectus for a description of the applicability of the backup withholding and information reporting rules to payments made on your notes.
Foreign Account Tax Compliance Act (FATCA) Withholding
Pursuant to Treasury regulations, Foreign Account Tax Compliance Act (FATCA) withholding (as described in “United States Taxation—Taxation of
Debt Securities—Foreign Account Tax Compliance Act (FATCA) Withholding” in the accompanying prospectus) will generally apply to obligations that are issued on or after July 1, 2014; therefore, the notes will generally be subject to
FATCA withholding. However, according to published guidance, the withholding tax described above will not apply to payments of gross proceeds from the sale, exchange or other disposition of the notes made before January 1, 2019.
S-12
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 nonexempt 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 no
advice provided by The Goldman Sachs Group, Inc. or any of its affiliates has formed a primary basis for any investment decision by or on behalf of such purchaser or holder in connection with the notes and the transactions contemplated with respect
to 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, you should consult your legal counsel.
|
|
|
S-13
SUPPLEMENTAL PLAN OF DISTRIBUTION
The Goldman Sachs Group, Inc. and the underwriters for this offering named below have entered into a distribution 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.
|
|
|
|
|
Underwriters
|
|
Principal Amount
of Notes
|
|
Goldman, Sachs & Co.
|
|
$1,585,000
|
|
Incapital LLC
|
|
$1,585,000
|
|
Total
|
|
$3,170,000
|
|
|
|
|
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. The underwriters intend to purchase the notes from The Goldman Sachs Group, Inc. at a purchase price equal to the initial price to public less a discount of 1.742% of the principal amount of the notes. Any notes
sold by the underwriters to securities dealers may be sold at a discount from the initial price to public of up to 1.292% of the principal amount of the notes. If all of the offered notes are not sold at the initial price to public, the underwriters
may change the offering price and the other selling terms.
Please note that the information about the initial 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 by Goldman, Sachs & Co. or any other affiliate of The Goldman Sachs Group, Inc.
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 FINRA member
broker-dealers
registered
with the U.S. Securities and Exchange Commission.
The Goldman Sachs Group, Inc. estimates that its share of the total offering expenses, excluding
underwriting discounts and commissions, whether paid to Goldman, Sachs & Co. or any other underwriter, will be approximately $15,000.
We
will deliver the notes against payment therefor in New York, New York on February 21, 2017, which is the third scheduled business day following the date of this prospectus supplement and of the pricing of the notes.
The notes are a new issue of securities with no established trading market. The Goldman Sachs Group, Inc. has been advised by Goldman, Sachs &
Co. and Incapital LLC that they may make a market in the notes. Goldman, Sachs & Co. and Incapital LLC are not obligated to do so and may discontinue market-making at any time without notice. No assurance can be given as to the liquidity of
the trading market for the notes.
The Goldman Sachs Group, Inc. has agreed to indemnify the several underwriters against certain liabilities,
including liabilities under the Securities Act of 1933.
Certain of the underwriters and their affiliates have in the past provided, and may in the
future from time to time provide, investment banking and general financing and banking services to The Goldman Sachs Group, Inc. and its affiliates, for which they have in the past received, and may in the future receive, customary fees. The Goldman
Sachs Group, Inc. and its affiliates have in the past provided, and may in the future from time to time provide, similar services to the underwriters and their affiliates on customary terms and for customary fees. Goldman, Sachs & Co., one
of the underwriters, is an affiliate of The Goldman Sachs Group, Inc. Please see “Plan of Distribution—Conflicts of Interest” on page 121 of the accompanying prospectus.
In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”)
with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) an offer of the offered notes which are the subject of the offering contemplated by
this prospectus supplement in relation thereto may not be made to the public in that Relevant Member State except that, with effect from and including the Relevant Implementation Date, an offer of such offered notes may be made to the public in that
Relevant Member State:
(a) at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(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 offered notes shall require us or any dealer to
publish a prospectus pursuant to Article 3 of the Prospectus Directive.
S-14
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 Relevant Member State by any measure implementing the Prospectus Directive in that Relevant 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 each Relevant Member State.
Goldman, Sachs & Co. 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
FSMA) received by it in connection with the issue or sale of the offered notes in circumstances in which Section 21(1) of the FSMA does not apply to The Goldman Sachs Group, Inc.; and
|
|
|
(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.
|
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), if such advertisement, invitation or document 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 the offered notes which are or are intended to be disposed of only to persons outside of Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571, Laws
of Hong Kong) and any rules made thereunder.
The offered 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 offered 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 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.
This prospectus supplement, along with the
accompanying prospectus supplement and prospectus have not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus supplement, along with the accompanying prospectus supplement and prospectus and any
other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the offered 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 offered 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 transferred 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) as specified in Section 276(7) of the SFA, or
(5) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”).
Where the offered 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) 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 offered 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.
S-15
Conflicts of Interest
GS& Co. is an affiliate of The Goldman Sachs Group, Inc. and, as such, will have a “conflict of interest” in this offering of notes within
the meaning of Financial Industry Regulatory Authority, Inc. (FINRA) Rule 5121. Consequently, this offering of notes will be conducted in compliance with the provisions of FINRA Rule 5121. GS&Co. will not be permitted to sell notes in this
offering to an account over which it exercises discretionary authority without the prior specific written approval of the account holder.
S-16
VALIDITY OF THE NOTES
In the opinion of Sidley Austin
LLP
, as counsel to The Goldman Sachs Group, Inc., when the notes offered by this prospectus supplement have been executed
and issued by The Goldman Sachs Group, Inc. and authenticated by the trustee pursuant to the indenture, and delivered against payment as contemplated herein, such notes will be valid and binding obligations of The Goldman Sachs Group, Inc.,
enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without
limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions
expressed above. This opinion is given as of the date hereof and is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware as in effect on the date hereof. In addition, this opinion is subject to
customary assumptions about the trustee’s authorization, execution and delivery of the indenture and the genuineness of signatures and certain factual matters, all as stated in the letter of such counsel dated January 19, 2017, which has
been filed as an exhibit to a Current Report on Form
8-K
filed with the Securities and Exchange Commission on January 19, 2017.
S-17
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 supplement or the accompanying prospectus. We take no responsibility for, and can provide no assurance as to
the reliability of, any other information that others may give you. This prospectus supplement, the accompanying prospectus supplement and the accompanying prospectus is an offer to sell only the notes offered hereby, but only under the
circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus supplement, the accompanying prospectus supplement and the accompanying prospectus is current only as of the respective dates of such
documents.
TABLE OF CONTENTS
Prospectus
Supplement
|
|
|
|
|
|
|
|
|
Page
|
|
|
|
|
|
Specific Terms of Your Notes
|
|
|
S-2
|
|
|
Hypothetical Examples
|
|
|
S-4
|
|
|
Additional Risk Factors Specific to Your Notes
|
|
|
S-5
|
|
|
Use of Proceeds
|
|
|
S-8
|
|
|
Hedging
|
|
|
S-8
|
|
|
Historical
10-year
CMS Rates
|
|
|
S-9
|
|
|
Supplemental Discussion of Federal Income Tax Consequences
|
|
|
S-11
|
|
|
Employee Retirement Income Security Act
|
|
|
S-13
|
|
|
Supplemental Plan of Distribution
|
|
|
S-14
|
|
|
Conflicts of Interest
|
|
|
S-16
|
|
|
Validity of the Notes
|
|
|
S-17
|
|
|
|
|
|
Prospectus Supplement dated January 19, 2017
|
|
|
|
|
|
|
|
Use of Proceeds
|
|
|
S-2
|
|
|
Description of Notes We May Offer
|
|
|
S-3
|
|
|
Considerations Relating to Indexed Notes
|
|
|
S-19
|
|
|
United States Taxation
|
|
|
S-22
|
|
|
Employee Retirement Income Security Act
|
|
|
S-23
|
|
|
Supplemental Plan of Distribution
|
|
|
S-24
|
|
|
Validity of the Notes
|
|
|
S-26
|
|
|
|
|
|
Prospectus dated January 6, 2017
|
|
|
|
|
|
|
|
Available Information
|
|
|
2
|
|
|
Prospectus Summary
|
|
|
4
|
|
|
Risks Relating to Regulatory Resolution Strategies and Long-Term Debt Requirements
|
|
|
8
|
|
|
Use of Proceeds
|
|
|
12
|
|
|
Description of Debt Securities We May Offer
|
|
|
13
|
|
|
Description of Warrants We May Offer
|
|
|
45
|
|
|
Description of Purchase Contracts We May Offer
|
|
|
62
|
|
|
Description of Units We May Offer
|
|
|
67
|
|
|
Description of Preferred Stock We May Offer
|
|
|
73
|
|
|
Description of Capital Stock of The Goldman Sachs Group, Inc.
|
|
|
81
|
|
|
Legal Ownership and Book-Entry Issuance
|
|
|
86
|
|
|
Considerations Relating to Floating Rate Securities
|
|
|
91
|
|
|
Considerations Relating to Indexed Securities
|
|
|
93
|
|
|
Considerations Relating to Securities Denominated or Payable in or Linked to a
Non-U.S.
Dollar Currency
|
|
|
94
|
|
|
United States Taxation
|
|
|
97
|
|
|
Plan of Distribution
|
|
|
121
|
|
|
Conflicts of Interest
|
|
|
124
|
|
|
Employee Retirement Income Security Act
|
|
|
125
|
|
|
Validity of the Securities
|
|
|
126
|
|
|
Experts
|
|
|
126
|
|
|
Review of Unaudited Condensed Consolidated Financial Statements by Independent Registered Public Accounting
Firm
|
|
|
127
|
|
|
Cautionary Statement Pursuant to the Private Securities Litigation Reform Act of 1995
|
|
|
127
|
|
$3,170,000
The Goldman Sachs Group, Inc.
Fixed and Floating Rate Notes due 2027
Goldman, Sachs & Co.
Incapital LLC
Goldman Sachs (NYSE:GS)
Historical Stock Chart
From Mar 2024 to Apr 2024
Goldman Sachs (NYSE:GS)
Historical Stock Chart
From Apr 2023 to Apr 2024
