Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-253421
The information in this preliminary prospectus supplement is not
complete and may be changed. This preliminary prospectus supplement
is not an offer to sell nor does it seek an offer to buy these
securities in any jurisdiction where the offer or sale is not
permitted.

|
Subject to Completion. Dated June 23, 2022.
GS Finance Corp.
$
Autocallable Contingent Coupon Equity-Linked Notes due
guaranteed by
The Goldman Sachs Group, Inc.
|
The notes will not pay a fixed coupon and may pay no coupon on a
coupon payment date. The amount
that you will be paid on your notes is based on the
performance of
the common stock of The Walt
Disney Company. The notes
will mature on the stated maturity date (expected to be July 12,
2023) unless they are automatically called on any call observation
date (expected to be each coupon determination date). Your notes
will be automatically called if the closing price of the index
stock on any call observation date is greater than
or equal to
the initial index stock price
(set on the trade date, expected to be June 24, 2022), resulting in
a payment on the corresponding call payment date (expected to be
the third business day after the call observation date) equal to
the face amount of your notes plus the coupon (defined below) then
due.
On each coupon determination date (expected to be October 7, 2022,
January 6, 2023 and April 6, 2023), subject to the automatic call
feature, if the closing price of the index stock is greater than or equal to 57.2% of the initial index
stock price, you will receive on the corresponding coupon payment
date (expected to be the third business day after each coupon
determination date), for each $1,000 face amount of your notes, a
coupon payment equal to (i) the product of $30 times the number of coupon
determination dates that have occurred up to and including the
relevant coupon determination date minus (ii) the sum of all coupons
previously paid, if any.
If the closing price of the index stock on any coupon determination
date is less than 57.2% of the initial index stock price, you will
not receive a
coupon payment on the applicable coupon payment date. In
addition, the rate of any coupon payment received on any coupon
payment date may be less than the percentage of any increase in the
index stock price from the initial index stock price to the
corresponding coupon determination date.
If your notes are not automatically called, the amount that you
will be paid on your notes on the stated maturity date, if any, is
based on the performance of the index stock as measured from the
initial index stock price to the final index stock price, which is
the arithmetic average of the closing prices of the index stock on
each of the averaging dates (expected to be June 30, 2023, July 3,
2023, July 5, 2023, July 6, 2023 and July 7, 2023). If the final
index stock price is greater
than or equal to
57.2% of the initial index stock price, you will receive, for each
$1,000 face amount of your notes, the sum of (i) $1,000 plus (ii) a coupon equal to $120
minus the sum of all
coupons previously paid, if any. If
the final index stock price declines by more than 42.8% from the
initial index stock price, the amount you receive at maturity will
depend on the index stock return but will be less than 57.2% of the
face amount of your notes. You will not benefit from any increase
in the final index stock price above the initial index stock price,
and you could lose your entire investment in the notes if the final
index stock price is zero.
If your notes are not automatically called, to determine your
payment at maturity we will calculate the index stock return, which
is the percentage increase or decrease in the final index stock
price from the initial index stock price. On the stated maturity
date, for each $1,000 face amount of your notes you will receive an
amount in cash equal to:
•
|
if
the index stock return is
greater than or
equal to -42.8% (the final
index stock price is
greater than or equal to 57.2% of the
initial index stock price), the
sum of (i)
$1,000
plus (ii) a coupon
equal to $120 minus the sum of all coupons previously paid, if any;
or
|
•
|
if
the index stock return is
less than -42.8% (the final
index stock price is
less than 57.2% of
the
initial index stock price), the
sum of (i)
$1,000
plus (ii) the
product of (a) the index
stock return
times (b)
$1,000.
|
You should read the disclosure herein to better understand the
terms and risks of your investment, including the credit risk of GS
Finance Corp. and The Goldman Sachs Group, Inc. See page S-11.
The estimated
value of your notes at the time the terms
of your notes are set on the trade date is expected to be between
$900 and $930 per $1,000 face amount. For a discussion of the
estimated value and the price at which Goldman Sachs & Co. LLC
would initially buy or sell your notes, if it makes a market in the
notes, see the following page.
Original issue date:
|
expected to be June 29, 2022
|
Original issue price:
|
100% of the face amount1
|
Underwriting discount:
|
% of the face
amount1,2
|
Net proceeds to the issuer:
|
% of the face amount
|
1
Accounts of certain national banks, acting as purchase agents for
such accounts, have agreed with the purchase agents to pay a
purchase price of % of the face
amount, and as a result of such agreements, the agents with respect
to sales to be made to such accounts will not receive any portion
of the underwriting discount.
2 This
includes a selling concession of up to 1%.
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. LLC
|
JPMorgan
Placement Agent
|
Prospectus Supplement No. dated
, 2022.
The issue
price, underwriting discount and net proceeds listed above 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.
GS Finance Corp. may use this prospectus in the initial sale of the
notes. In addition, Goldman Sachs & Co. LLC, or any other
affiliate of GS Finance Corp., may use this prospectus in a
market-making transaction in a note after its initial sale.
Unless GS Finance
Corp. or its agent informs the purchaser otherwise in the
confirmation of sale, this prospectus is being used in a
market-making transaction.
Estimated Value of Your Notes
The estimated value of your notes
at the time the terms of your notes are set on the trade date (as
determined by reference to pricing models used by Goldman Sachs
& Co. LLC (GS&Co.) and taking into account our credit
spreads) is expected to be between $900 and $930 per $1,000 face
amount, which is less than the original issue price. The
value of your notes at any time will reflect many factors and
cannot be predicted; however, the price (not including GS&Co.’s
customary bid and ask spreads) at which GS&Co. would initially
buy or sell notes (if it makes a market, which it is not obligated
to do) and the value that GS&Co. will initially use for account
statements and otherwise is equal to approximately the estimated
value of your notes at the time of pricing, plus an additional
amount (initially equal to $ per $1,000
face amount).
Prior
to ,
the price (not including GS&Co.’s customary bid and ask
spreads) at which GS&Co. would buy or sell your notes (if it
makes a market, which it is not obligated to do) will equal
approximately the sum of (a) the then-current estimated value of
your notes (as determined by reference to GS&Co.’s pricing
models) plus (b) any remaining additional amount (the additional
amount will decline to zero on a straight-line basis from the time
of pricing
through
). On and
after ,
the price (not including GS&Co.’s customary bid and ask
spreads) at which GS&Co. would buy or sell your notes (if it
makes a market) will equal approximately the then-current estimated
value of your notes determined by reference to such pricing
models.
About Your Prospectus
The notes are part of the Medium-Term Notes, Series F program of GS
Finance Corp. and are fully and unconditionally guaranteed by 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:
•Prospectus
supplement dated March 22, 2021
•Prospectus
dated March 22, 2021
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.
|
S-2
Summary Information
We refer to the notes we are offering by this prospectus supplement
as the “offered notes” or the “notes”. Each of the offered notes
has the terms described below and under “Specific Terms of Your
Notes” on page S-23. Please note that in this prospectus
supplement, references to “GS Finance Corp.”, “we”, “our” and “us”
mean only GS Finance Corp. and do not include its subsidiaries or
affiliates, references to “The Goldman Sachs Group, Inc.”, our
parent company, mean only The Goldman Sachs Group, Inc. and do not
include its subsidiaries or affiliates and references to “Goldman
Sachs” mean The Goldman Sachs Group, Inc. together with its
consolidated subsidiaries and affiliates, including us. Also,
references to the “accompanying prospectus” mean the accompanying
prospectus, dated March 22, 2021 and references to the
“accompanying prospectus supplement” mean the accompanying
prospectus supplement, dated March 22, 2021, for Medium-Term Notes,
Series F, in each case of GS Finance Corp. and The Goldman Sachs
Group, Inc. References to the “indenture” in this prospectus
supplement mean the senior debt indenture, dated as of October 10,
2008, as supplemented by the First Supplemental Indenture, dated as
of February 20, 2015, each among us, as issuer, The Goldman Sachs
Group, Inc., as guarantor, and The Bank of New York Mellon, as
trustee. This indenture, as so supplemented and as further
supplemented thereafter, is referred to as the “GSFC 2008
indenture” in the accompanying prospectus supplement.
Key Terms
Issuer:
|
GS Finance Corp.
|
Guarantor:
|
The Goldman Sachs Group, Inc.
|
Index stock:
|
the common stock of The Walt Disney Company (current Bloomberg
ticker: “DIS UN”)
|
Specified Currency:
|
U.S. dollars ($)
|
Face amount:
|
each note will have a face amount of $1,000;
$ 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
|
Denominations:
|
$10,000 and integral multiples of $1,000 in excess thereof
|
Supplemental discussion of U.S. federal income tax
consequences:
|
you will be obligated pursuant to the terms of the notes — in the
absence of a change in law, an administrative determination or a
judicial ruling to the contrary — to characterize each note for all
tax purposes as an income-bearing pre-paid derivative contract in
respect of the index stock, as described under “Supplemental
Discussion of U.S. Federal Income Tax Consequences”
below. Pursuant to this approach, it is the opinion of
Sidley Austin llp
that it is likely that any coupon payment will be taxed as ordinary
income in accordance with your regular method of accounting for
U.S. federal income tax purposes. If you are a
non-United States holder of the notes, we intend to withhold on
coupon payments made to you at a 30% rate or at a lower rate
specified by an applicable income tax treaty. In
addition, upon the sale, exchange, redemption or maturity of your
notes, it would be reasonable for you to recognize capital gain or
loss equal to the difference, if any, between the amount of cash
you receive at such time (excluding amounts attributable to any
accrued and unpaid coupon payments) and your tax basis in your
notes.
|
Automatic call feature:
|
if, as measured on any call observation date, the closing price of
the index stock is greater than or equal to the initial index stock
price, your notes will be automatically called
|
Cash settlement amount (on any call payment date):
|
if your notes are automatically called on any call observation
date, for each $1,000 face amount of your notes, we will pay you on
the corresponding call payment date an amount in cash equal to the
sum of (i) $1,000
plus (ii) the coupon then
due
|
S-3
Cash settlement amount (on the stated maturity date):
|
|
if your notes are not automatically called, for
each $1,000 face amount of your notes we will pay you on the stated
maturity date an amount in cash equal to:
•if
the final index stock price is greater
than or equal
to 57.2% of
the initial index stock price, the sum
of (i) $1,000
plus
(ii) a coupon equal
to $120 minus the sum of all coupons previously paid, if any;
or
•if
the final index stock price is less
than 57.2% of
the initial index stock price, the sum
of (i) $1,000
plus
(ii) the
product
of (a) $1,000
times
(b) the index stock
return
|
Initial index stock price (set on the trade date):
|
|
expected to be the closing price of one share of the index stock on
the trade date
|
Final index stock price:
|
the arithmetic average of the closing prices of one share of the
index stock on each of the averaging dates, subject to adjustment
as described under “Specific Terms of Your Notes — Anti-dilution
Adjustments” on page S-22
|
Index stock return:
|
the quotient of (i) the
final index stock price minus the initial index stock price
divided by (ii) the initial
index stock price, expressed as a percentage
|
Call observation dates (set on the trade date):
|
expected to be each coupon determination date, subject to
adjustment as described under “Specific Terms of Your Notes —Call
Observation Dates” on page S-22
|
Call payment dates (set on the trade date):
|
expected to be the third business day after each call observation
date, subject to adjustment as described under “Specific Terms of
Your Notes — Call Payment Dates” on page S-22
|
Coupon:
|
subject to the automatic call feature, on each coupon payment date
other than the stated maturity date, for each $1,000 face amount of
your notes we will pay you an amount in cash equal to:
•if
the closing price of the index stock on the related coupon
determination date is greater
than or equal
to 57.2% of
the initial index stock price, (i) the product
of $30
times
the number of coupon
determination dates that have occurred up to and including the
relevant coupon determination date minus
(ii) the sum of all
coupons previously paid; or
•if
the closing price of the index stock on the related coupon
determination date is
less than the 57.2% of the
initial index stock price, $0
The coupon that may be paid on the stated maturity date will be
calculated as described under “Cash settlement amount (on the
stated maturity date)” above, which is based on the index stock
return and averaging dates as described below.
|
Coupon determination dates (set on the trade date):
|
October 7, 2022, January 6, 2023 and April 6, 2023, subject to
adjustment as described under “Specific Terms of Your Notes —
Coupon Determination Dates” on page S-21
|
Coupon payment dates (set on the trade date):
|
expected to be (i) the third business day after each coupon
determination date and (ii) the stated maturity date, subject to
adjustment as described under “Specific Terms of Your Notes —
Coupon and Coupon Payment Dates” on page S-21
|
Regular record dates:
|
the scheduled business day immediately preceding the day on which
payment is to be made (as such payment date may be adjusted)
|
Trade date:
|
expected to be June 24, 2022
|
Original issue date (settlement date) (set on the trade date):
|
expected to be June 29, 2022
|
S-4
Averaging dates (set on the trade date):
|
expected to be June 30, 2023, July 3, 2023, July 5, 2023, July 6,
2023 and July 7, 2023, each subject to adjustment as
described under “Specific Terms of Your Notes — Averaging Dates” on
page S-21
|
Determination date (set on the trade date):
|
the final averaging date, expected to be July 7, 2023, subject to
adjustment as described under “Specific Terms of Your Notes ——
Averaging Dates” on page S-21
|
Stated maturity date (set on the trade date):
|
expected to be July 12, 2023, subject to adjustment as described
under “Specific Terms of Your Notes — Stated Maturity Date” on page
S-21
|
No listing:
|
the offered notes will not be listed on any securities exchange or
interdealer quotation system
|
Calculation agent:
|
Goldman Sachs & Co. LLC (“GS&Co.”)
|
Closing price:
|
as described under “Specific Terms of Your Notes — Special
Calculation Provisions — Closing Price” on page S-28
|
Business day:
|
as described under “Specific Terms of Your Notes — Special
Calculation Provisions — Business Day” on page S-28
|
Trading day:
|
as described under “Specific Terms of Your Notes — Special
Calculation Provisions — Trading Day” on page S-28
|
CUSIP no.:
|
40057MHH5
|
ISIN:
|
US40057MHH51
|
Use of proceeds and hedging:
|
as described under “Use of Proceeds” and “Hedging” on page S-30
|
ERISA:
|
as described under “Employee Retirement Income Security Act” on
page S-37 of this prospectus supplement
|
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-5
Additional
terms specific to your notes
You should read this prospectus supplement together with the
prospectus dated March 22, 2021 and the prospectus supplement dated
March 22, 2021. You may access these documents on the SEC website
at sec.gov as
follows (or if such address has changed, by reviewing our filings
for the relevant date on the SEC website):
Prospectus dated March 22, 2021:
https://www.sec.gov/Archives/edgar/data/886982/000119312521089786/d14236d424b3.htm
Prospectus supplement dated March 22, 2021:
https://www.sec.gov/Archives/edgar/data/0000886982/000119312521089838/d148665d424b3.htm
S-6
Hypothetical Examples
The following examples are provided for purposes of illustration
only. They should not be taken as an indication or prediction of
future investment results and are intended merely to illustrate (i)
the impact that various hypothetical closing prices of the index
stock on a coupon determination date could have on the coupon
payable on the related coupon payment date and (ii) the impact that
various hypothetical final index stock prices could have on the
cash settlement amount at maturity assuming the notes have not been
automatically called and all other variables remain constant.
The examples below are based on a range of final index stock prices
that are entirely hypothetical; no one can predict what the index
stock price will be on any day throughout the life of your notes,
and no one can predict what the closing price of the index stock
will be on any coupon determination date or call observation date,
as the case may be, and what the closing prices for the index stock
will be on any averaging date. The index stock has been highly
volatile in the past — meaning that the index stock price has
changed considerably in relatively short periods — and its
performance cannot be predicted for any future period.
The information in the following examples reflects the hypothetical
rates of return on the offered notes assuming that they are
purchased on the original issue date at the face amount and held to
a call payment date or the stated maturity date. If you
sell your notes in a secondary market prior to a call payment date
or the stated maturity date, as the case may be, your return will
depend upon the market value of your notes at the time of sale,
which may be affected by a number of factors that are not reflected
in the examples below such as interest rates, the volatility of the
index stock and the creditworthiness of GS Finance Corp., as
issuer, and the creditworthiness of The Goldman Sachs Group, Inc.
as guarantor. In addition, the estimated value of your
notes at the time the terms of your notes are set on the trade date
(as determined by reference to pricing models used by GS&Co.)
is less than the original issue price of your notes. For
more information on the estimated value of your notes, see
“Additional Risk Factors Specific to Your Notes — The Estimated
Value of Your Notes At the Time the Terms of Your Notes Are Set On
the Trade Date (as Determined By Reference to Pricing Models Used
By GS&Co.) Is Less Than the Original Issue Price Of Your Notes”
on page S-11 of this prospectus supplement.
The information in the examples also reflects the key terms and
assumptions in the box below.
|
|
Key Terms and Assumptions
|
|
Face amount
|
$1,000
|
Hypothetical Initial Index Stock Price
|
$95
|
•The
notes are not automatically called, unless otherwise indicated
below
•Neither
a market disruption event nor a non-trading day occurs on any
originally scheduled coupon determination date, call observation
date or the originally scheduled averaging dates
•No
change in or affecting the index stock
•The
effect of any accrued and unpaid coupon has been
excluded
•Notes
purchased on original issue date at the face amount
and held to a call
payment date or the stated maturity date
|
Moreover, we have not yet set the initial index stock price that
will serve as the baseline for determining the index stock return
and the amount that we will pay on your notes at maturity. We will
not do so until the trade date. As a result, the actual initial
index stock price may differ substantially from the index stock
price prior to the trade date.
For these reasons, the actual performance of the index stock over
the life of your notes, as well as the amount payable at maturity,
if any, may bear little relation to the hypothetical examples shown
below or to the historical index stock prices shown elsewhere in
this prospectus supplement. For information about the historical
prices of the index stock during recent periods, see “The Index
Stock — Historical Closing Prices of the Index Stock” below. Before
investing in the offered notes, you should consult publicly
available information to determine the prices of the index stock
between the date of this prospectus supplement and the date of your
purchase of the offered notes.
Also, the hypothetical examples shown below do not take into
account the effects of applicable taxes. Because of the U.S. tax
treatment applicable to your notes, tax liabilities could affect
the after-tax rate of return on your notes to a comparatively
greater extent than the after-tax return on the index stock.
S-7
Hypothetical Coupon Payments
The examples below show the hypothetical performance of the index
as well as the hypothetical coupons, if any, that we would pay on
each coupon payment date with respect to each $1,000 face amount of
the notes if the closing price of the index on the applicable
coupon determination date were the hypothetical closing prices
shown. If the closing price of the index stock on any coupon
determination date is equal to or greater than 57.2% of the initial
index stock price you will receive, on the corresponding coupon
payment date, a coupon payment equal to (i) the product of $30 times the number of coupon
determination dates that have occurred up to and including the
relevant coupon determination date minus (ii) the sum of all coupons
previously paid. If the closing price of the index stock on any
call observation date (which occur on each coupon determination
date) is equal to or greater than the initial index stock price,
your notes will be automatically called and for each $1,000 face
amount of your notes you will receive, on the corresponding call
payment date, $1,000 plus the coupon then due.
Scenario 1
Hypothetical Coupon Determination Date
|
Hypothetical Closing Price of the Index Stock ($)
|
Hypothetical Coupon
|
First
|
$75
|
$30
|
Second
|
$30
|
$0
|
Third
|
$80
|
$60
|
|
Total Hypothetical Coupons
|
$90
|
In Scenario 1, because the hypothetical closing prices of the index
stock on the first and third hypothetical coupon determination
dates are greater than or equal to 57.2% of the initial index stock
price, the total of the hypothetical coupons paid to but excluding
the stated maturity date in Scenario 1 is $90. Because the
hypothetical closing prices of the index stock on the other
hypothetical coupon determination date is less than 57.2% of the
initial index stock price, no coupon will be paid on the
corresponding hypothetical coupon payment date.
Scenario 2
Hypothetical Coupon Determination Date
|
Hypothetical Closing Price of the Index Stock ($)
|
Hypothetical Coupon
|
First
|
$40
|
$0
|
Second
|
$35
|
$0
|
Third
|
$50
|
$0
|
|
Total Hypothetical Coupons
|
$0
|
In Scenario 2, because in each case the hypothetical closing price
of the index stock on the related coupon determination date is less
than 57.2% of the initial stock price, you will not receive a
coupon payment on the corresponding hypothetical coupon payment
date. Since this occurs on every hypothetical coupon determination
date, the overall return earned on the notes through the third
coupon payment date is zero or less. Therefore, the total of the
hypothetical coupons paid to but excluding the stated maturity date
in Scenario 2 is $0.
Scenario 3
Hypothetical Coupon Determination Date
|
Hypothetical Closing Price of the Index Stock ($)
|
Hypothetical Coupon
|
First
|
$35
|
$0
|
Second
|
$95
|
$60
|
Third
|
$45
|
$0
|
|
Total Hypothetical Coupons
|
$60
|
In Scenario 3, because the hypothetical closing price of the index
stock on the second hypothetical coupon determination date is
greater than or equal to
57.2% of the initial index stock price, the total of the
hypothetical coupons paid to but excluding the stated maturity date
in Scenario 3 is $60. Because the hypothetical closing
prices of the index stock on the other hypothetical coupon
determination dates are less than 57.2% of the initial index stock
price, no coupon will be paid on the corresponding coupon payment
dates.
Scenario 4
Hypothetical Coupon Determination Date
|
Hypothetical Closing Price of the Index Stock ($)
|
Hypothetical Coupon
|
First
|
$300
|
$30
|
|
Total Hypothetical Coupons
|
$30
|
In Scenario 4, the hypothetical closing price of the index stock is
greater than or equal to 57.2% of the initial index stock price on
the first hypothetical coupon determination
date. Because the
hypothetical closing price is greater than or equal to the initial index stock price on the first
hypothetical coupon determination date (which is also the first
hypothetical call
S-8
observation date), the notes will be
automatically called. Therefore, on the corresponding
hypothetical call payment date, in addition to the hypothetical
coupon of $30, you will
receive an amount in cash equal to $1,000 for each $1,000 face
amount of your notes.
If the notes are not automatically called on a
call observation date (i.e., on a
call observation date the closing price of the index stock was less
than the initial index stock price) the cash settlement amount we
would deliver for each $1,000 face amount of your notes on the
maturity date will depend on the performance of the index stock on
each averaging date, as shown in the table below. The table below
assumes that the notes have not been automatically called
on a call observation date and
does not include the final coupon, if any, and reflects
hypothetical cash settlement amounts that you could receive on the
stated maturity date. If the final index stock price (expressed as
a percentage of the initial stock price) is less than
57.2%, you will not be paid a final coupon at
maturity. The prices in
the left column of the table below represent hypothetical final
index stock prices and are expressed as percentages of the initial
index stock price. The amounts in the right column
represent the hypothetical cash settlement amounts, based on the
corresponding hypothetical final index stock price, and are
expressed as percentages of the face amount of a note (rounded to
the nearest one-thousandth of a percent). Thus, a
hypothetical cash settlement amount of 100.000% means that the
value of the cash payment that we would deliver for each $1,000 of
the outstanding face amount of the offered notes on the stated
maturity date would equal 100.000% of the face amount of a note,
based on the corresponding hypothetical final index stock price and
the assumptions noted above.
The Notes Have Not
Been Automatically Called
|
Hypothetical Final Index Stock Price
|
Hypothetical Cash Settlement Amount at
|
(as Percentage of Initial Index Stock Price)
|
Maturity if the Notes Have Not Been Automatically Called
(as Percentage of Face Amount)
|
175.000%
|
100.000%*
|
150.000%
|
100.000%*
|
125.000%
|
100.000%*
|
110.000%
|
100.000%*
|
100.000%
|
100.000%*
|
95.000%
|
100.000%*
|
90.000%
|
100.000%*
|
85.000%
|
100.000%*
|
57.200%
|
100.000%*
|
57.199%
|
57.199%
|
55.000%
|
55.000%
|
50.000%
|
50.000%
|
25.000%
|
25.000%
|
0.000%
|
0.000%
|
*Does not include the coupon to be paid at maturity
|
If, for example, the notes have not
been automatically called on a call observation date and the
final index stock price were determined to be 25.000% of the
initial index stock price, the cash settlement amount that we would
deliver on your notes at maturity would be 25.000% of the face
amount of your notes, as shown in the table above. As a
result, if you purchased your notes on the original issue date at
the face amount and held them to the stated maturity date, you
would lose 75.000% of your investment (if you purchased your notes
at a premium to face amount you would lose a correspondingly higher
percentage of your investment). In addition, if the
final index stock price were determined to be 175.000% of the
initial index stock price, the cash settlement amount that we would
deliver on your notes at maturity would be limited to 100.000% of
each $1,000 face amount of your notes as shown in the table
above. As a result, if you held your notes to the stated
maturity date, you would not benefit from any increase in the final
index stock price over the initial index stock
price.
The cash settlement amounts shown above are entirely hypothetical;
they are based on market prices for the index stock that may not be
achieved on the averaging dates and on assumptions that may prove
to be erroneous. The actual market value of your notes
on the stated maturity date or at any other time, including any
time you may wish to sell your notes, may bear little relation to
the hypothetical cash settlement amounts shown above, and these
amounts should not be viewed as an indication of the financial
return on an investment in the offered notes. The
hypothetical cash settlement amounts on notes held to the stated
maturity date in the examples above assume you purchased your notes
at their face amount and have not been adjusted to reflect the
actual issue price you pay for your notes. The return on your
investment (whether positive or negative) in your notes will be
affected by the amount you pay for your notes. If you purchase your
notes for a price other than the face amount, the return on your
investment will differ from, and may be significantly lower than,
the hypothetical returns suggested by the above examples. Please
read “Additional Risk Factors Specific to Your Notes — The Market
Value of Your Notes May Be Influenced by Many Unpredictable
Factors” on page S-13.
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 a
combination of an interest-bearing bond bought by the holder and
one or more options entered into between the holder and us (with
one or more implicit
S-9
option premiums paid over time). The discussion in this paragraph
does not modify or affect the terms of the notes or the U.S.
federal income tax treatment of the notes, as described elsewhere
in this prospectus supplement.
We cannot predict the actual final index stock price or what the
market value of your notes will be on any particular trading day,
nor can we predict the relationship between the final index stock
price and the market value of your notes at any time prior to the
stated maturity date. The actual amount that you will receive, if
any, at maturity and the rate of return on the offered notes will
depend on whether or not the notes are automatically called on any
call observation date, the actual initial index stock price, which
will be set on the trade date, and the actual final index stock
price determined by the calculation agent as described above.
Moreover, the assumptions on which the hypothetical returns are
based may turn out to be inaccurate. Consequently, the amount of
cash to be paid in respect of your notes, if any, on the stated
maturity date may be very different from the information reflected
in the examples above.
|
S-10
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 and in the accompanying prospectus
supplement. You should carefully review these risks and
considerations as well as the terms of the notes described herein
and in the accompanying prospectus and the accompanying prospectus
supplement. Your notes are a riskier investment than ordinary debt
securities. Also, your notes are not equivalent to investing
directly in the index stock. You should carefully consider whether
the offered notes are appropriate given your particular
circumstances.
Risks Related to Structure, Valuation
and Secondary Market Sales
The Estimated Value of Your Notes At the Time the Terms of Your
Notes Are Set On the Trade Date (as Determined By Reference to
Pricing Models Used By GS&Co.) Is Less Than the Original Issue
Price Of Your Notes
The original issue price for your notes exceeds the estimated value
of your notes as of the time the terms of your notes are set on the
trade date, as determined by reference to GS&Co.’s pricing
models and taking into account our credit spreads. Such estimated
value on the trade date is set forth above under “Estimated Value
of Your Notes”; after the trade date, the estimated value as
determined by reference to these models will be affected by changes
in market conditions, the creditworthiness of GS Finance Corp., as
issuer, the creditworthiness of The Goldman Sachs Group, Inc., as
guarantor, and other relevant factors. The price at which
GS&Co. would initially buy or sell your notes (if GS&Co.
makes a market, which it is not obligated to do), and the value
that GS&Co. will initially use for account statements and
otherwise, also exceeds the estimated value of your notes as
determined by reference to these models. As agreed by
GS&Co. and the distribution participants, this excess (i.e.,
the additional amount described under “Estimated Value of Your
Notes”) will decline to zero on a straight line basis over the
period from the date hereof through the applicable date set forth
above under “Estimated Value of Your Notes”. Thereafter, if
GS&Co. buys or sells your notes it will do so at prices that
reflect the estimated value determined by reference to such pricing
models at that time. The price at which GS&Co. will buy or sell
your notes at any time also will reflect its then current bid and
ask spread for similar sized trades of structured notes.
In estimating the value of your notes as of the time the terms of
your notes are set on the trade date, as disclosed above under
“Estimated Value of Your Notes”, GS&Co.’s pricing models
consider certain variables, including principally our credit
spreads, interest rates (forecasted, current and historical rates),
volatility, price-sensitivity analysis and the time to maturity of
the notes. These pricing models are proprietary and rely
in part on certain assumptions about future events, which may prove
to be incorrect. As a result, the actual value you would receive if
you sold your notes in the secondary market, if any, to others may
differ, perhaps materially, from the estimated value of your notes
determined by reference to our models due to, among other things,
any differences in pricing models or assumptions used by others.
See “— The Market Value of Your Notes May Be Influenced by Many
Unpredictable Factors” below.
The difference between the estimated value of your notes as of the
time the terms of your notes are set on the trade date and the
original issue price is a result of certain factors, including
principally the underwriting discount and commissions, the expenses
incurred in creating, documenting and marketing the notes, and an
estimate of the difference between the amounts we pay to GS&Co.
and the amounts GS&Co. pays to us in connection with your
notes. We pay to GS&Co. amounts based on what we would pay to
holders of a non-structured note with a similar
maturity. In return for such payment, GS&Co. pays to
us the amounts we owe under your notes.
In addition to the factors discussed above, the value and quoted
price of your notes at any time will reflect many factors and
cannot be predicted. If GS&Co. makes a market in the
notes, the price quoted by GS&Co. would reflect any changes in
market conditions and other relevant factors, including any
deterioration in our creditworthiness or perceived creditworthiness
or the creditworthiness or perceived creditworthiness of The
Goldman Sachs Group, Inc. These changes may adversely affect the
value of your notes, including the price you may receive for your
notes in any market making transaction. To the extent that
GS&Co. makes a market in the notes, the quoted price will
reflect the estimated value determined by reference to GS&Co.’s
pricing models at that time, plus or minus its then current bid and
ask spread for similar sized trades of structured notes (and
subject to the declining excess amount described
above).
Furthermore, if you sell your notes, you will likely be charged a
commission for secondary market transactions, or the price will
likely reflect a dealer discount. This commission or
discount will further reduce the proceeds you would receive for
your notes in a secondary market sale.
There is no assurance that GS&Co. or any other party will be
willing to purchase your notes at any price and, in this regard,
GS&Co. is not obligated to make a market in the notes. See “—
Your Notes May Not Have an Active Trading Market” below.
S-11
The Notes Are Subject to the Credit Risk of the Issuer and the
Guarantor
Although coupons (if any) and the
return on the notes will be based on the performance of the index
stock, the payment of any amount due on the notes is subject to the
credit risk of GS Finance Corp. as issuer of the notes, and the
credit risk of The Goldman Sachs Group, Inc., as guarantor of the
notes. 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.
Similarly, investors are dependent on the ability of The Goldman
Sachs Group, Inc., as guarantor of the notes, to pay all amounts
due on the notes, and therefore are also subject to its credit risk
and to changes in the market’s view of its creditworthiness. See
“Description of the Notes We May Offer — Information About Our
Medium-Term Notes, Series F Program — How the Notes Rank Against
Other Debt” on page S-5 of the accompanying prospectus
supplement and “Description of Debt Securities We May Offer —
Guarantee by The Goldman Sachs Group, Inc.” on page 67 of the
accompanying prospectus.
You May Not Receive a Coupon on Any Coupon Payment Date
If the closing price of the index stock on the related coupon
determination date is less than 57.2% of the initial index stock
price, you will not receive a coupon payment on the applicable
coupon payment date. If this occurs on every coupon determination
date, the overall return you earn on your notes may be zero and may
be less than you would have earned by investing in a note that
bears interest at the prevailing market rate.
The Potential for the Value of Your Notes to Increase Will Be
Limited
The cash settlement amount you may receive for each of your notes
at maturity is limited to $1,000, no matter how much the price of
the index stock may rise beyond the initial index stock price over
the life of your notes. Accordingly, the amount payable
for each of your notes may be significantly less than it would have
been had you invested directly in the index stock.
The Return on Your Notes May Change Significantly Despite Only a
Small Change in the Price of the Index Stock
If your notes are not automatically called and the final index
stock price is less than 57.2% of the initial index stock price,
you will receive less than the face amount of your notes and you
could lose all or a substantial portion of your investment in the
notes. This means that while a drop of up to 42.8% between the
initial index stock price and the final index stock price will not
result in a loss of principal on the notes, a decrease in the final
index stock price to less than 57.2% of the initial index stock
price will result in a loss of a significant portion of the face
amount of the notes despite only a small change in the price of the
index stock.
Your Notes Are Subject to Automatic Redemption
We
will automatically call and redeem all, but not part, of your notes
on a call payment date, if, as measured on any call observation
date, the closing price of the index stock is greater than or equal
to the initial index stock price. Therefore, the term for your
notes may be reduced to as few as approximately three months after
the original issue date. You may not be able to reinvest the
proceeds from an investment in the notes at a comparable return for
a similar level of risk in the event the notes are automatically
called prior to maturity. For the avoidance of doubt, if your notes
are automatically called, no discounts, commissions or fees
described herein will be rebated or reduced.
The Coupon Does Not Reflect the Actual Performance of the Index
Stock from Coupon Determination Date to Coupon Determination
Date
The coupon for each quarterly coupon payment date is different
from, and may be less than, a coupon determined based on the
percentage difference between the initial index stock price and the
closing price of the index stock on any coupon determination date
or the difference between the closing prices of the index stock on
two coupon determination dates. Accordingly, the
coupons, if any, on the notes may be less than the return you could
earn on another instrument linked to the index stock that pays
interest based on the performance of the index stock from the
initial index stock price to the closing price of the index stock
on any coupon determination date or from coupon determination date
to coupon determination date.
The Cash Settlement Amount on the Stated Maturity Date Is Linked to
the Closing Price of the Index Stock on Five Averaging Dates
The index stock return will be based on the arithmetic average of
the index stock closing prices on each of the five averaging dates
(each of which is subject to adjustment in the case of market
disruption events or non-trading days), and therefore not the
simple performance of the index stock over the life of your
notes. For example, if the closing price of the index
stock dramatically increased on the final averaging date (in other
words, the determination date), the cash settlement amount for your
notes may be significantly less than it would have been had the
cash settlement amount been linked only to the closing price of the
index stock on that final averaging date.
S-12
You May Lose Your Entire Investment in the Notes
You can lose your entire investment in the notes. Assuming your
notes are not automatically called on a call observation date, the
cash settlement amount on your notes, if any, on the stated
maturity date will be based on the performance of the index stock,
as measured from the initial index stock price set on the trade
date to the final index stock price, which is the arithmetic
average of the closing prices of the index stock on each of the
averaging dates. If the final index stock price is
less than 57.2% of the
initial index stock price, you will have a loss for each $1,000 of
the face amount of your notes equal to the product of the index stock return
times $1,000. Thus, you may
lose your entire investment in the notes, which would include any
premium to face amount you paid when you purchased the notes.
Also, the market price of your notes prior to the stated maturity
date may be significantly lower than the purchase price you pay for
your notes. Consequently, if you sell your notes before
the stated maturity date, you may receive far less than the amount
of your investment in the notes.
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 market price of the index stock to which your notes are
linked;
|
•
|
the volatility — i.e., the frequency and magnitude of changes — in
the market price of the index stock;
|
•
|
the dividend rate of the index stock;
|
•
|
economic, financial, regulatory, political, military, public health
and other events that affect stock markets generally and the market
segment of which the index stock is a part, and which may affect
the market price of the index stock;
|
•
|
interest rates and yield rates in the market;
|
•
|
the time remaining until your notes mature; and
|
•
|
our creditworthiness and the
creditworthiness of The Goldman Sachs Group, Inc., whether actual or perceived,
and including actual or anticipated upgrades or downgrades in our
credit ratings or the credit ratings of The Goldman Sachs Group,
Inc. or changes in other credit measures.
|
Without limiting the foregoing, the market value of your notes may
be negatively impacted by increasing interest rates. Such adverse
impact of increasing interest rates could be significantly enhanced
in notes with longer-dated maturities, the market values of which
are generally more sensitive to increasing interest rates.
These 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 index stock based
on its historical performance. The actual performance of the index
stock over the life of the offered notes, the cash settlement
amount paid on a call payment date or the stated maturity date, as
the case may be, as well as the coupon payable, if any, on each
coupon payment date, may bear little or no relation to the
historical closing prices of the index stock or to the hypothetical
examples shown elsewhere in this prospectus supplement.
If the Market Price of the Index Stock Changes, the Market Value of
Your Note May Not Change in the Same Manner
Your note may trade quite differently from the index stock. Changes
in the market price of the index stock may not result in a
comparable change in the market value of your note. We discuss some
of the reasons for this disparity under “— The Market Value of
Your Notes May Be Influenced by Many Unpredictable Factors”
above.
We Will Not Hold Shares of the Index Stock for Your Benefit
The indenture governing your note does not contain any restriction
on our ability or the ability of any of our affiliates to sell,
pledge or otherwise convey a share or shares of the index stock
acquired by us or them. Neither we nor our affiliates will pledge
or otherwise hold shares of the index stock for your benefit in
order to enable you to exchange your note for shares under any
circumstances. Consequently, in the event of our bankruptcy,
insolvency or liquidation, any shares of the index stock owned by
us will be subject to the claims of our creditors generally and
will not be available for your benefit specifically.
S-13
You Have No Shareholder Rights or Any Rights to Receive Stock
Investing in your notes will not make you a holder of the index
stock. Neither you nor any other holder or owner of your note will
have any rights with respect to the index stock, including any
voting rights, any right to receive dividends or other
distributions, any rights to make a claim against the index stock,
or any other rights of a holder of any shares of the index stock.
In addition, you will have no right to receive any shares of the
index stock on the stated maturity date.
In Some Circumstances, the Payment You Receive On the Notes May Be
Based On the Securities of Another Company and Not the Issuer of
the Index Stock
Following certain corporate events relating to the index stock
where its issuer is not the surviving entity, the amount you
receive at maturity may be based on the securities of a successor
to the index stock issuer or any cash or any other assets
distributed to holders of shares of the index stock in such
corporate event. The occurrence of these corporate events and the
consequent adjustments may materially and adversely affect the
value of the notes. We describe the specific corporate events that
can lead to these adjustments and the procedures for selecting
Distribution Property (as described below) under “Specific Terms of
Your Notes — Anti-dilution Adjustments”.
Past Index Stock Performance is No Guide to Future Performance
The actual performance of the index stock over the life of the
notes, as well as the amount payable at maturity or on any coupon
payment date, as applicable, if any, may bear little relation to
the historical closing prices of the index stock or to the
hypothetical examples set forth elsewhere in this prospectus
supplement. We cannot predict the future performance of the index
stock.
As Calculation Agent, GS&Co. Will Have the Authority to Make
Determinations that Could Affect the Value of Your Notes
As calculation agent for your notes, GS&Co. will have
discretion in making certain determinations that affect your notes,
including determining: the closing price of the index stock on any
coupon determination date, which we will use to determine the
coupon, if any, we will pay on any applicable coupon payment date;
whether your notes will be automatically called; the final index
stock price on the determination date, which we will use to
determine the amount we must pay on the stated maturity date;
whether to postpone a coupon determination date or the
determination date because of a market disruption event or a
non-trading day; when and how to make anti-dilution adjustments to
the index stock price; and the coupon determination dates and the
coupon payment dates; the call observation dates and the call
payment dates; and the stated maturity date. See “Specific Terms of
Your Notes — Anti-dilution Adjustments” below. The exercise of this
discretion by GS&Co. could adversely affect the value of your
notes and may present GS&Co. with a conflict of interest. We
may change the calculation agent at any time without notice and
GS&Co. may resign as calculation agent at any time upon 60
days' written notice to us.
There is No Affiliation Between the Index Stock Issuer and Us
Goldman Sachs is not
affiliated with the index stock issuer. As discussed above,
however, we or our affiliates may currently or from time to time in
the future engage in business with the index stock issuer. Neither
we nor any of our affiliates have participated in the preparation
of any publicly available information or made any “due diligence” investigation or
inquiry with respect to the index stock
issuer. You, as an investor in your note, should make
your own investigation into the index stock issuer.
The index stock issuer is not involved in this offering of your
notes in any way and does not have any obligation of any sort with
respect to your notes. Thus, the index stock issuer does not have
any obligation to take your interests into consideration for any
reason, including in taking or not taking any corporate actions
that might affect the value of your notes.
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.
You Have Limited Anti-Dilution Protection
GS&Co., as calculation agent for your note, will adjust the
index stock price for stock splits, reverse stock splits, stock
dividends, extraordinary dividends, issuances of transferable
rights and warrants, reorganization events, and other events that
affect the index stock issuer’s, or any distribution property
issuer’s, capital structure, but only in the situations we describe
in “Specific Terms of Your Notes — Anti-dilution Adjustments”
below. The calculation agent will not be required to make an
adjustment for every corporate event that may affect the index
stock. For example, the calculation agent will
S-14
not adjust the index stock price for events such as an offering of
the index stock for cash by the index stock issuer, a tender or
exchange offer for the index stock at a premium to its then-current
market price by the index stock issuer or a tender or exchange
offer for less than all the outstanding shares of the index stock
by a third party. In addition, the calculation agent will not
adjust the reference amount for regular cash dividends.
Furthermore, the calculation agent will determine in its sole
discretion whether to make adjustments with respect to corporate or
other events as described under “Specific Terms of Your
Notes — Anti-dilution Adjustments — Reorganization
Events” below. Those events or other actions by the index stock
issuer or a third party may nevertheless adversely affect the
market price of one share of the index stock and, therefore,
adversely affect the market value of your note. The index stock
issuer or a third party could make an offering or a tender or
exchange offer, or the index stock issuer could take any other
action, that adversely affects the market price of the index stock
and the market value of your note but does not result in an
anti-dilution adjustment for your benefit.
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 Calculation Agent Can Postpone a Coupon Determination Date or
the Determination Date, as the Case May Be, If a Market Disruption
Event or a Non-Trading Day Occurs or is Continuing
If the calculation agent determines that, on a date that would
otherwise be a coupon determination date or an averaging date, as
applicable, a market disruption event has occurred or is continuing
or that day is not a trading day, the applicable coupon
determination date or averaging date will be postponed as described
under “Specific Terms of Your Notes — Coupon Determination Dates”
and “— Averaging Dates” below.
Risks Related to Conflicts
of Interest
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 has hedged or expects to hedge our obligations under
the notes by purchasing listed or over-the-counter options, shares
of the index stock, futures and/or other instruments linked to the
index stock, indices or constituent indices thereof. 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 the index stock, at any time and from time to time, and
to unwind the hedge by selling any of the foregoing on or before
the 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
notes whose returns are linked to changes in the price of the index
stock.
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
prices of the index stock— directly or indirectly— and therefore
the market value of your notes and the amount we will pay on your
notes, if any, 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
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
S-15
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.
Goldman Sachs’ Trading and Investment Activities for its Own
Account or for its Clients, Could Negatively Impact Investors in
the Notes
Goldman Sachs is a global investment banking, securities and
investment management firm that provides a wide range of financial
services to a substantial and diversified client base that includes
corporations, financial institutions, governments and
individuals. As such, it acts as an investor, investment
banker, research provider, investment manager, investment advisor,
market maker, trader, prime broker and lender. In those
and other capacities, Goldman Sachs purchases, sells or holds a
broad array of investments, actively trades securities,
derivatives, loans, commodities, currencies, credit default swaps,
indices, baskets and other financial instruments and products for
its own account or for the accounts of its customers, and will have
other direct or indirect interests, in the global fixed income,
currency, commodity, equity, bank loan and other
markets. Any of Goldman Sachs’ financial market
activities may, individually or in the aggregate, have an adverse
effect on the market for your notes, and you should expect that the
interests of Goldman Sachs or its clients or counterparties will at
times be adverse to those of investors in the notes.
Goldman Sachs regularly offers a wide array of securities,
financial instruments and other products into the marketplace,
including existing or new products that are similar to your notes,
or similar or linked to the index stock. Investors in
the notes should expect that Goldman Sachs will offer securities,
financial instruments, and other products that will compete with
the notes for liquidity, research coverage or otherwise.
Goldman Sachs’ Market-Making Activities Could Negatively Impact
Investors in the Notes
Goldman Sachs actively makes markets in and trades financial
instruments for its own account and for the accounts of
customers. These financial instruments include debt and
equity securities, currencies, commodities, bank loans, indices,
baskets and other products. Goldman Sachs’ activities
include, among other things, executing large block trades and
taking long and short positions directly and indirectly, through
derivative instruments or otherwise. The securities and
instruments in which Goldman Sachs takes positions, or expects to
take positions, include securities and instruments of the index
stock, securities and instruments similar to or linked to the
foregoing or the currencies in which they are
denominated. Market making is an activity where Goldman
Sachs buys and sells on behalf of customers, or for its own
account, to satisfy the expected demand of customers. By
its nature, market making involves facilitating transactions among
market participants that have differing views of securities and
instruments. As a result, you should expect that Goldman
Sachs will take positions that are inconsistent with, or adverse
to, the investment objectives of investors in the notes.
If Goldman Sachs becomes a holder of the index stock in its
capacity as a market-maker or otherwise, any actions that it takes
in its capacity as securityholder, including voting or provision of
consents, will not necessarily be aligned with, and may be
inconsistent with, the interests of investors in the notes.
You Should Expect That Goldman Sachs Personnel Will Take Research
Positions, or Otherwise Make Recommendations, Provide Investment
Advice or Market Color or Encourage Trading Strategies That Might
Negatively Impact Investors in the Notes
Goldman Sachs and its personnel, including its sales and trading,
investment research and investment management personnel, regularly
make investment recommendations, provide market color or trading
ideas, or publish or express independent views in respect of a wide
range of markets, issuers, securities and
instruments. They regularly implement, or recommend to
clients that they implement, various investment strategies relating
to these markets, issuers, securities and
instruments. These strategies include, for example,
buying or selling credit protection against a default or other
event involving an issuer or financial instrument. Any
of these recommendations and views may be negative with respect to
the index stock or other securities or instruments similar to or
linked to the foregoing or result in trading strategies that have a
negative impact on the market for any such securities or
instruments, particularly in illiquid markets. In
addition, you should expect that personnel in the trading and
investing businesses of Goldman Sachs will have or develop
independent views of the index stock, the relevant industry or
other market trends, which may not be aligned with the views and
objectives of investors in the notes.
Goldman Sachs Regularly Provides Services to, or Otherwise Has
Business Relationships with, a Broad Client Base, Which May Include
the Issuer of the Index Stock or Other Entities That Are Involved
in the Transaction
Goldman Sachs regularly provides financial advisory, investment
advisory and transactional services to a substantial and
diversified client base, and you should assume that Goldman Sachs
will, at present or in the future, provide such services or
otherwise engage in transactions with, among others, the issuer of
the index stock, or transact in securities or instruments or with
parties that are directly or indirectly related to the
foregoing. These services could include making loans to
or equity investments in those companies, providing financial
advisory or other investment banking services, or
S-16
issuing research reports. You should expect that Goldman
Sachs, in providing such services, engaging in such transactions,
or acting for its own account, may take actions that have direct or
indirect effects on the index stock and that such actions could be
adverse to the interests of investors in the notes. In
addition, in connection with these activities, certain Goldman
Sachs personnel may have access to confidential material non-public
information about these parties that would not be disclosed to
Goldman Sachs employees that were not working on such transactions
as Goldman Sachs has established internal information barriers that
are designed to preserve the confidentiality of non-public
information. Therefore, any such confidential material
non-public information would not be shared with Goldman Sachs
employees involved in structuring, selling or making markets in the
notes or with investors in the notes.
In this offering, as well as in all other circumstances in which
Goldman Sachs receives any fees or other compensation in any form
relating to services provided to or transactions with any other
party, no accounting, offset or payment in respect of the notes
will be required or made; Goldman Sachs will be entitled to retain
all such fees and other amounts, and no fees or other compensation
payable by any party or indirectly by holders of the notes will be
reduced by reason of receipt by Goldman Sachs of any such other
fees or other amounts.
The Offering of the Notes May Reduce an Existing Exposure of
Goldman Sachs or Facilitate a Transaction or Position That Serves
the Objectives of Goldman Sachs or Other Parties
A completed offering may reduce Goldman Sachs’ existing exposure to
the index stock, securities and instruments similar to or linked to
the foregoing or the currencies in which they are denominated,
including exposure gained through hedging transactions in
anticipation of this offering. An offering of notes will
effectively transfer a portion of Goldman Sachs’ exposure (and
indirectly transfer the exposure of Goldman Sachs’ hedging or other
counterparties) to investors in the notes.
The terms of the offering (including the selection of the index
stock, and the establishment of other transaction terms) may have
been selected in order to serve the investment or other objectives
of Goldman Sachs or another client or counterparty of Goldman
Sachs. In such a case, Goldman Sachs would typically
receive the input of other parties that are involved in or
otherwise have an interest in the offering, transactions hedged by
the offering, or related transactions. The incentives of
these other parties would normally differ from and in many cases be
contrary to those of investors in the notes.
Other Investors in the Notes May Not Have the Same Interests as
You
Other investors in the notes are not required to take into account
the interests of any other investor in exercising remedies or
voting or other rights in their capacity as security holders or in
making requests or recommendations to Goldman Sachs as to the
establishment of other transaction terms. The interests
of other investors may, in some circumstances, be adverse to your
interests. For example, certain investors may take short
positions (directly or indirectly through derivative transactions)
on assets that are the same or similar to your notes, the index
stock or other similar securities, which may adversely impact the
market for or value of your notes.
Risks Related to
Tax
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.
The Tax Consequences of an Investment in Your Notes Are
Uncertain
The tax consequences of an investment in your notes are uncertain,
both as to the timing and character of any inclusion in income in
respect of your notes.
The Internal Revenue Service announced on December 7, 2007
that it is considering issuing guidance regarding the tax treatment
of an instrument such as your notes, and any such guidance could
adversely affect the value and the tax treatment of your notes.
Among other things, the Internal Revenue Service may decide to
require the holders to accrue ordinary income on a current basis
and recognize ordinary income on payment at maturity, and could
subject non-U.S. investors to withholding tax. Furthermore, in
2007, legislation was introduced in Congress that, if enacted,
would have required holders that acquired instruments such as your
notes after the bill was enacted to accrue interest income over the
term of such instruments even though there may be no interest
payments over the term of such instruments. It is not
possible to predict whether a similar or identical bill will be
enacted in the future, or whether any such bill would affect
the
S-17
tax treatment of your notes. We describe these
developments in more detail under “Supplemental Discussion of U.S.
Federal Income Tax Consequences – United States Holders – Possible
Change in Law” below. You should consult your tax advisor about
this matter. Except to the extent otherwise provided by law, GS
Finance Corp. intends to continue treating the notes for U.S.
federal income tax purposes in accordance with the treatment
described under “Supplemental Discussion of U.S. Federal Income Tax
Consequences” on page S-33
below unless and until such time as Congress, the Treasury
Department or the Internal Revenue Service determine that some
other treatment is more appropriate. Please also consult
your tax advisor concerning the U.S. federal income tax and any
other applicable tax consequences to you of owning your notes in
your particular circumstances.
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-18
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 “GS Finance Corp.”, “we”,
“our” and “us” mean only GS Finance Corp. and do not include its
subsidiaries or affiliates, references to “The Goldman Sachs Group,
Inc.”, our parent company, mean only The Goldman Sachs Group, Inc.
and do not include its subsidiaries or affiliates and references to
“Goldman Sachs” mean The Goldman Sachs Group, Inc. together with
its consolidated subsidiaries and affiliates, including us. Also,
references to the “accompanying prospectus” mean the accompanying
prospectus, dated March 22, 2021, and references to the
“accompanying prospectus supplement” mean the accompanying
prospectus supplement, dated March 22, 2021, for Medium-Term Notes,
Series F, in each case of GS Finance Corp. and 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”.
The offered notes are part of a series of debt securities, entitled
“Medium-Term Notes, Series F”, that we may issue under the
indenture from time to time as described in the accompanying
prospectus supplement and accompanying prospectus. The offered
notes are also “indexed debt securities”, as defined in the
accompanying prospectus.
This prospectus supplement summarizes specific financial and other
terms that apply to the offered notes, including your notes; terms
that apply generally to all Series F medium-term notes are
described in “Description of Notes We May Offer” in the
accompanying prospectus supplement. The terms described here
supplement those described in the accompanying prospectus
supplement and the accompanying prospectus and, if the terms
described here are inconsistent with those described there, the
terms described here are controlling.
In addition to those terms described under “Summary Information” in
this prospectus supplement, the following terms will apply to your
notes:
Specified currency:
Form of note:
•
|
global form only:
yes, at DTC
|
•
|
non-global form
available: no
|
Denominations: each note
registered in the name of a holder must have a face amount of
$10,000 or an integral multiple of $1,000 in excess
thereof
No listing: your notes will not
be listed or displayed on any securities exchange or included in
any interdealer market quotation system
Defeasance applies as follows:
•
|
covenant
defeasance: no
|
Other terms:
•
|
the
default amount will be payable on any acceleration of the maturity
of your notes as described under “— Special Calculation
Provisions” below
|
•
|
anti-dilution
provisions will apply to your notes; see “— Anti-dilution
Adjustments” below
|
•
|
a
business day for your notes may not be the same as a business day
for certain of our other Series F medium-term notes, as described
under “— Special Calculation Provisions” below
|
•
|
a
trading day for your notes will be as described under
“— Special Calculation Provisions” below
|
S-19
Please note that the information about the settlement or trade
dates, issue price, discounts or commissions and net proceeds to GS
Finance Corp. on the front cover page or elsewhere in this
prospectus supplement relates only to the initial issuance and sale
of the offered notes. We may decide to sell additional notes on one
or more dates after the date of this prospectus supplement, at
issue prices and with underwriting discounts and net proceeds that
differ from the amounts set forth on the front cover page or
elsewhere in this prospectus supplement. If you have purchased your
notes in a market-making transaction after the initial issuance and
sale of the notes, any such relevant information about the sale to
you will be provided in a separate confirmation of sale.
We describe the terms of your notes in more detail below.
Index Stock and Index Stock Issuer
In this prospectus supplement, when we refer to the index stock, we
mean the common stock of The Walt Disney Company, except as
described under “— Anti-dilution Adjustments —
Reorganization Events” and “— Anti-dilution Adjustments —
Distribution Property” below. When we refer to the index stock
issuer, we mean The Walt Disney Company or any successor
thereto.
Automatic Call Feature
If, as measured on any call observation date, the closing price of
the index stock is greater
than or equal to the
initial index stock price, your notes will be automatically called;
if your notes are automatically called on any call observation
date, on the corresponding call payment date you will receive an
amount in cash equal to $1,000 for each $1,000 face amount of your
notes in addition to the coupon then due.
The calculation agent will determine the closing price of the index
stock for each call observation date, which will be the closing
price of the index stock on the applicable call observation date,
subject to any anti-dilution adjustments.
The calculation agent will have discretion to adjust the closing
price of the index stock on the applicable call observation date or
to determine it in a different manner as described under “—
Consequences of a Market Disruption Event or a Non-Trading Day” and
“— Anti-Dilution Adjustments” below.
Payment of Principal on Stated Maturity Date
Unless your notes are automatically called, on the stated maturity
date, for each $1,000 face amount of your notes, we will pay you an
amount in cash equal to the cash settlement amount described below.
The cash we must pay in exchange for your notes on the stated
maturity date, if any, represents the principal amount of your
notes. The cash you receive in exchange for your notes on the
stated maturity date, if any, may be less than 100% of the face
amount of your notes. We describe this risk under “Additional Risk
Factors Specific to Your Notes — You May Lose Your Entire
Investment in the Notes” above.
Payment of Contingent Coupon
Subject to the automatic call feature, on each coupon payment date
other than the stated maturity date, for each $1,000 face amount of
your notes we will pay you an amount in cash equal to:
•
|
if
the closing price of the index stock on the related coupon
determination date is
greater than or
equal to 57.2% of the
initial index stock price, (i) the
product of $30
times the number of
coupon determination dates that have occurred up to and including
such coupon determination date
minus (ii) the
sum of all coupons
previously paid; or
|
•
|
if the closing price of the index
stock on the related coupon determination date is
less than
57.2% of the initial index stock
price, $0
|
The coupon that may be paid on the stated maturity date will be
calculated as described under “Cash Settlement Amount on the Stated
Maturity Date” below, which is based on the index stock return and
averaging dates as described below.
The initial index stock
price will be set on the trade date and is expected to be the
closing price of the index stock on the trade date. The
calculation agent will determine the closing price for each coupon
determination date, which will be the closing price of the index
stock on the applicable coupon determination date, subject to any
anti-dilution adjustments. The calculation agent will have
discretion to adjust the closing price of the index stock on the
applicable coupon determination date or to determine it in a
different manner as described under “— Consequences of a Market
Disruption Event or a Non-Trading Day” and “—
Anti-Dilution Adjustments” below.
S-20
Cash Settlement Amount on the Stated Maturity Date
If your notes are not automatically called, for
each $1,000 face amount of your notes we will pay you on the stated
maturity date an amount in cash equal to:
•
|
if
the final index stock price is
greater than or
equal to 57.2% of the
initial index stock price, the
sum of (i)
$1,000
plus (ii) a coupon
equal to $120 minus the sum of all coupons previously paid, if any;
or
|
•
|
if
the final index stock price is
less than 57.2% of the
initial index stock price, the
sum of (i)
$1,000
plus (ii) the
product of (a)
$1,000
times (b) the index
stock return.
|
The index stock return is calculated by subtracting the initial index stock
price from the final index stock price and dividing the result by the initial
index stock price, with the quotient expressed as a percentage. The
calculation agent will determine the final index stock price, which
will be the arithmetic average of the closing prices of one share
of the index stock on each of the averaging
dates. However, the calculation agent will have
discretion to adjust the closing price on an averaging date or to
determine it in a different manner as described under “ —
Consequences of a Market Disruption Event or a Non-Trading Day”
and “— Anti-Dilution Adjustments” below.
Averaging Dates
The averaging dates for your notes will be set on the trade date
and are expected to be June 30, 2023, July 3, 2023, July 5, 2023,
July 6, 2023 and July 7, 2023, each subject to the following
adjustments. If a market disruption event occurs or is continuing
on any day that would otherwise be an averaging date or such day is
not otherwise a trading day, such averaging date and each
succeeding averaging date, if any, will be postponed to the next
trading day(s) on which no market disruption event occurs or is
continuing. However, no
averaging date will be later than the originally scheduled stated
maturity date or, if the originally scheduled stated maturity date
is not a business day, later than the first business day after the
originally scheduled stated maturity date. If a
market disruption event occurs or is continuing on such last
possible averaging date or such last possible day is not a trading
day, that day will nevertheless be the final averaging
date. In such cases, more than one averaging date may
occur simultaneously on such last possible day.
Determination Date
The determination date for your notes will be the final averaging
date (set on the trade date and expected to be July 7, 2023),
subject to adjustment as described under “— Averaging Dates”
above.
Stated Maturity Date
The stated maturity date will be set on the trade date and is
expected to be July 12, 2023, unless that day is not a business
day, in which case the stated maturity date will be the next
following business day. If the final averaging date is postponed as
described under “— Averaging Dates” above, the stated maturity date
will also be postponed by the same number of business day(s) from
but excluding the originally scheduled final averaging date to and
including the actual final averaging date.
Coupon and Coupon Payment
Dates
The coupons will be calculated and paid as described in this
prospectus supplement.
The coupons on the offered notes will be paid on the coupon payment
dates (set on the trade date and are expected to be (i) the third
business day after each coupon determination date and (ii) the
stated maturity date, subject to adjustment as described under
“— Coupon Determination
Dates” below).
Coupon Determination
Dates
The coupon determination dates will be set on the trade date and
are expected to be October 7, 2022, January 6, 2023 and April 6,
2023, unless the calculation agent determines that a market
disruption event occurs or is continuing on that day or that day is
not otherwise a trading day. In that event, the coupon
determination date will be the first following trading day on which
the calculation agent determines that a market disruption event
does not occur or is not continuing. In no event,
however, will the applicable coupon determination date be postponed
to a date later than the applicable originally scheduled coupon
payment date or, if the originally scheduled coupon payment date is
not a business day, later than the first business day after the
originally scheduled coupon payment date. On such last
possible coupon determination date applicable to the relevant
coupon payment date, if a market disruption event occurs or is
continuing or such day is not a trading day, that day will
nevertheless be the coupon determination date.
S-21
Call
Payment Dates
If your notes are automatically called on any call observation
date, on the corresponding call payment date (set on the trade date
and is expected to be the third business day after each call
observation date, subject to adjustment as described under
“— Call Observation Dates”
below) you will receive an amount in cash equal to $1,000 for each
$1,000 face amount of your notes in addition to the coupon then
due.
Call Observation Dates
The call observation dates will be set on the trade date and are
expected to be each coupon determination date, subject to
adjustment as described under “— Coupon Determination Dates”
above.
Consequences of a Market
Disruption Event or a Non-Trading Day
As indicated above, if a market disruption event occurs or is
continuing on a day that would otherwise be a coupon determination
date or an averaging date, as applicable, or such day is not a
trading day, then such coupon determination date or averaging date,
as applicable will be postponed as described under “— Coupon
Determination Dates” and “— Averaging Dates”, respectively, above.
As a result, the corresponding coupon payment date, call payment
date or the stated maturity date, as applicable, for your notes may
also be postponed, as described under “— Coupon Payment Date” and
“— Stated Maturity Date”, respectively, above.
If the closing price of the index stock that must be used to
determine the coupon payable on the coupon payment date, if any, or
the cash settlement amount is not available on the last possible
coupon determination date or averaging date, as applicable, either
because of a market disruption event or non-trading day or for any
other reason (except as described under “— Anti-dilution
Adjustments” below), then the calculation agent will nevertheless
determine the index stock price based on its assessment, made in
its sole discretion, of the market value of the index stock at the
applicable time on that day.
Anti-dilution
Adjustments
The calculation agent will adjust the closing price of the index
stock on a coupon determination date or an averaging date, as
applicable, only if an event described under one of the six
subsections beginning with “— Stock Splits” below occurs and
only if the relevant event occurs during the period described under
the applicable subsection. The adjustments described below do not
cover all events that could affect the closing price of the index
stock on a coupon determination date or an averaging date, as
applicable, such as an issuer tender or exchange offer for the
index stock at a premium to its market price or a tender or
exchange offer made by a third party for less than all outstanding
shares of the index stock. We describe the risks relating to
dilution under “Additional Risk Factors Specific to Your
Notes — You Have Limited Anti-dilution Protection” above.
How Adjustments Will Be Made
In this prospectus supplement, we refer to anti-dilution adjustment
of the closing price of the index stock on a coupon determination
date or an averaging date, as applicable. If an event requiring
anti-dilution adjustment occurs, the calculation agent will make
the adjustment by taking the following steps:
•
|
Step One. The
calculation agent will adjust the reference amount. This term
refers to the amount of the index stock or other property that must
be used to determine the closing price of the index stock on a
coupon determination date or an averaging date, as applicable. For
example, if no adjustment described under this subsection entitled
“— Anti-dilution Adjustments” is required at a time, the reference
amount for that time will be one share of the index stock. In that
case, the closing price of the index stock on a coupon
determination date or an averaging date, as applicable, will be the
closing price of one share of the index stock on the applicable
coupon determination date or averaging date. We describe how the
closing price will be determined under “— Special Calculation
Provisions” below.
|
If an adjustment described under this subsection entitled “—
Anti-dilution Adjustments” is required because one of the dilution
events described in the first five subsections below — these
involve stock splits, reverse stock splits, stock dividends, other
dividends and distributions and issuances of transferable rights
and warrants — occurs, then the adjusted reference amount at
that time might instead be, for example, two shares of the index
stock or a half share of the index stock, depending on the event.
In that example, the closing price of the index stock on a coupon
determination date or an averaging date, as applicable, would be
the price (determined as specified under “— Special
Calculation
S-22
Provisions — Closing Price” below) at the close of trading on the
applicable coupon determination date or averaging date of two
shares of the index stock or a half share of the index stock, as
applicable.
If an adjustment described under this subsection entitled “—
Anti-dilution Adjustments” is required at a time because one of the
reorganization events described under “— Reorganization
Events” below — these involve events in which cash, securities
or other property is distributed in respect of the index stock —
occurs, then the reference amount at that time will be adjusted to
be as follows, assuming there has been no prior or subsequent
anti-dilution adjustment: the amount of each type of the property
distributed in the reorganization event in respect of one share of
the index stock, plus one share of the index stock if the index
stock remains outstanding. In that event, the closing price of the
index stock on a coupon determination date or an averaging date, as
applicable, would be the value of the adjusted reference amount at
the close of trading on such coupon determination date or averaging
date.
The manner in which the calculation agent adjusts the reference
amount in step one will depend on the type of dilution event
requiring adjustment. These events and the nature of the required
adjustments are described in the six subsections that follow.
•
|
Step Two. Having adjusted the
reference amount in step one, the calculation agent will determine
the closing price of the index stock on a coupon determination date
or an averaging date, as applicable, in the following
manner.
|
If the adjusted reference amount at the applicable time consists
entirely of shares of the index stock, the index stock price will
be the closing price (determined as described under “— Special
Calculation Provisions — Closing Price” below) of the adjusted
reference amount on the applicable date.
On the other hand, if the adjusted reference amount at the
applicable time includes any property other than shares of the
index stock, the closing price of the index stock on a coupon
determination date or an averaging date, as applicable, will be the
value of the adjusted reference amount as determined by the
calculation agent in the manner described under “— Reorganization
Events — Adjustments for Reorganization Events” below at the
applicable time.
•
|
Step
Three. Having determined the
closing price of the index stock on a coupon determination date or
an averaging date, as applicable, in step two, the calculation
agent will use such price to calculate the coupon payable on the
applicable coupon payment date, if any, or the cash settlement
amount.
|
If more than one event requiring adjustment as described in this
subsection entitled “— Anti-dilution Adjustments” occurs, the
calculation agent will first adjust the reference amount as
described in step one above for each event, sequentially, in the
order in which the events occur, and on a cumulative basis. Thus,
having adjusted the reference amount for the first event, the
calculation agent will repeat step one for the second event,
applying the required adjustment to the reference amount as already
adjusted for the first event, and so on for each event. Having
adjusted the reference amount for all events, the calculation agent
will then take the remaining applicable steps in the process
described above, determining the closing price of the index stock
on a coupon determination date or an averaging date, as applicable,
using the reference amount as sequentially and cumulatively
adjusted for all the relevant events. The calculation agent will
make all required determinations and adjustments no later than the
applicable coupon determination date or averaging date, as
applicable.
The calculation agent will adjust the reference amount for each
reorganization event described under “— Reorganization Events”
below. For any other dilution event described below, however, the
calculation agent will not be required to adjust the reference
amount unless the adjustment would result in a change of at least
0.1% in the index stock price that would apply without the
adjustment. The closing price of the index stock on a coupon
determination date or an averaging date, as applicable, resulting
from any adjustment will be rounded up or down, as appropriate, to
the nearest ten-thousandth, with five hundred-thousandths being
rounded upward — e.g., 0.12344 will be rounded down to 0.1234
and 0.12345 will be rounded up to 0.1235.
If an event requiring anti-dilution adjustment occurs, the
calculation agent will make the adjustment with a view to
offsetting, to the extent practical, any change in the economic
position of the holder, GS Finance Corp., as issuer, and The
Goldman Sachs Group, Inc., as guarantor, relative to your notes,
that results solely from that event. The calculation agent may, in
its sole discretion, modify the anti-dilution adjustments as
necessary to ensure an equitable result.
The calculation agent will make all determinations with respect to
anti-dilution adjustments, including any determination as to
whether an event requiring adjustment has occurred, as to the
nature of the adjustment required and how it will be made or as to
the value of any property distributed in a reorganization event,
and will do so in its sole discretion. In the absence of manifest
error, those determinations will be conclusive for all purposes and
will be binding on you and us,
S-23
without any liability on the part of the calculation agent. The
calculation agent will provide information about the adjustments it
makes upon written request by the holder.
In this prospectus supplement, when we say that the calculation
agent will adjust the reference amount for one or more dilution
events, we mean that the calculation agent will take all the
applicable steps described above with respect to those events.
The following six subsections describe the dilution events for
which the reference amount is to be adjusted. Each subsection
describes the manner in which the calculation agent will adjust the
reference amount — the first step in the adjustment process
described above — for the relevant event.
Stock Splits
A stock split is an increase in the number of a corporation’s
outstanding shares of stock without any change in its stockholders’
equity. Each outstanding share will be worth less as a result of a
stock split.
If the index stock is subject to a stock split, then the
calculation agent will adjust the reference amount to equal the sum
of the prior reference amount — i.e., the reference amount
before that adjustment — plus the product of (1) the
number of additional shares issued in the stock split with respect
to one share of the index stock times (2) the prior reference
amount. The reference amount will not be adjusted, however, unless
the first day on which the index stock trades without the right to
receive the stock split occurs after the trade date and on or
before a coupon determination date or an averaging date, as
applicable.
Reverse Stock Splits
A reverse stock split is a decrease in the number of a
corporation’s outstanding shares of stock without any change in its
stockholders’ equity. Each outstanding share will be worth more as
a result of a reverse stock split.
If the index stock is subject to a reverse stock split, then once
the reverse stock split becomes effective, the calculation agent
will adjust the reference amount to equal the product of the prior
reference amount times the
quotient of (1) the number of additional shares of the index
stock outstanding immediately after the reverse stock split becomes
effective divided by (2) the number of shares of the index
stock outstanding immediately before the reverse stock split
becomes effective. The reference amount will not be adjusted,
however, unless the reverse stock split becomes effective after the
trade date and on or before a coupon determination date or an
averaging date, as applicable.
Stock Dividends
In a stock dividend, a corporation issues additional shares of its
stock to all holders of its outstanding shares of its stock in
proportion to the shares they own. Each outstanding share will be
worth less as a result of a stock dividend.
If the index stock is subject to a stock dividend, then the
calculation agent will adjust the reference amount to equal the sum
of the prior reference amount plus the product of (1) the
number of additional shares issued in the stock dividend with
respect to one share of the index stock times (2) the prior
reference amount. The reference amount will not be adjusted,
however, unless the ex-dividend date occurs after the trade date
and on or before a coupon determination date or an averaging date,
as applicable.
The ex-dividend date for any dividend or other distribution is the
first day on which the index stock trades without the right to
receive that dividend or other distribution.
Other Dividends and Distributions
The reference amount will not be adjusted to reflect dividends or
other distributions paid with respect to the index stock, other
than:
•
|
stock dividends described
above,
|
•
|
issuances of transferable rights and
warrants as described under “— Transferable Rights and
Warrants” below,
|
•
|
distributions that are spin-off events
described under “— Reorganization Events” below,
and
|
•
|
extraordinary dividends described
below.
|
A dividend or other distribution with respect to the index stock
will be deemed to be an extraordinary dividend if its per share
value exceeds that of the immediately preceding non-extraordinary
dividend, if any, for the index stock by an amount equal to at
least 10% of the closing price of the index stock on the first
trading day before the ex-dividend date.
S-24
If an extraordinary dividend occurs with respect to the index
stock, the calculation agent will adjust the reference amount to
equal the product of (1) the prior reference amount times
(2) a fraction, the numerator of which is the closing price of
the index stock on the trading day immediately preceding the
ex-dividend date and the denominator of which is the amount by
which that closing price exceeds the extraordinary dividend amount.
The reference amount will not be adjusted, however, unless the
ex-dividend date occurs after the trade date and on or before a
coupon determination date or an averaging date, as
applicable.
The extraordinary dividend amount with respect to an extraordinary
dividend for the index stock equals:
•
|
for an extraordinary dividend that is
paid in lieu of a regular quarterly dividend, the amount of the
extraordinary dividend per share of the index stock minus the
amount per share of the immediately preceding dividend, if any,
that was not an extraordinary dividend for the index stock,
or
|
•
|
for an extraordinary dividend that is
not paid in lieu of a regular quarterly dividend, the amount per
share of the extraordinary dividend.
|
To the extent an extraordinary dividend is not paid in cash, the
value of the non-cash component will be determined by the
calculation agent. A distribution on the index stock that is a
stock dividend, an issuance of transferable rights or warrants or a
spin-off event and also an extraordinary dividend will result in an
adjustment to the reference amount only as described under
“— Stock Dividends” above, “— Transferable Rights and
Warrants” below or “— Reorganization Events” below, as the
case may be, and not as described here.
Transferable Rights and Warrants
If the index stock issuer issues transferable rights or warrants to
all holders of the index stock to subscribe for or purchase index
stock at an exercise price per share that is less than the closing
price of the index stock on the trading day immediately preceding
the ex-dividend date for the issuance, then the reference amount
will be adjusted by multiplying the prior reference amount by the
following fraction:
•
|
the numerator will be the number of
shares of the index stock outstanding at the close of business on
the day immediately preceding that ex-dividend date plus the number
of additional shares of the index stock offered for subscription or
purchase under those transferable rights or warrants,
and
|
•
|
the denominator will be the number of
shares of the index stock outstanding at the close of business on
the day immediately preceding that ex-dividend date plus the number
of additional shares of the index stock that the aggregate offering
price of the total number of shares of the index stock so offered
for subscription or purchase would purchase at the closing price of
the index stock on the trading day immediately preceding that
ex-dividend date, with that number of additional shares being
determined by multiplying the total number of shares so offered by
the exercise price of those transferable rights or warrants and
dividing the resulting product by the closing price on the trading
day immediately preceding that ex-dividend date.
|
The reference amount will not be adjusted, however, unless the
ex-dividend date described above occurs after the trade date and on
or before a coupon determination date or an averaging date, as
applicable.
Reorganization Events
Each of the following is a reorganization event:
•
|
the index stock is reclassified or
changed,
|
•
|
the index stock issuer has been
subject to a merger, consolidation, amalgamation, binding share
exchange or other business combination and either is not the
surviving entity or is the surviving entity but all the outstanding
shares of the index stock are reclassified or changed,
|
•
|
the index stock has been subject to a
takeover, tender offer, exchange offer, solicitation proposal or
other event by another entity or person to purchase or otherwise
obtain all of the outstanding shares of the index stock, such that
all of the outstanding shares of the index stock (other than shares
of the index stock owned or controlled by such other entity or
person) are transferred, or irrevocably committed to be
transferred, to another entity or person,
|
•
|
the index stock issuer or any
subsidiary of the index stock issuer has been subject to a merger,
consolidation, amalgamation or binding share exchange in which the
index stock issuer is the surviving entity and all the outstanding
shares of the index stock (other than shares of the index stock
owned or controlled by such other entity
|
S-25
|
or person) immediately prior to such
event collectively represent less than 50% of the outstanding
shares of the index stock immediately following such
event,
|
•
|
the index stock issuer sells or
otherwise transfers its property and assets as an entirety or
substantially as an entirety to another entity,
|
•
|
the index stock issuer effects a
spin-off — that is, issues to all holders of the index stock
equity securities of another issuer, other than as part of an event
described in the four bullet points above,
|
•
|
the index stock issuer is liquidated,
dissolved or wound up or is subject to a proceeding under any
applicable bankruptcy, insolvency or other similar law,
or
|
•
|
any other corporate or similar events
that affect or could potentially affect market prices of, or
shareholders’ rights in, the index stock or distribution property,
which will be substantiated by an official characterization by
either the Options Clearing Corporation with respect to options
contracts on the index stock or by the primary securities exchange
on which the index stock or listed options on the index stock are
traded, and will ultimately be determined by the calculation agent
in its sole discretion.
|
Adjustments for Reorganization Events
If a reorganization event occurs, then the calculation agent will
adjust the reference amount so that it consists of the amount of
each type of distribution property distributed in respect of one
share of the index stock — or in respect of whatever the prior
reference amount may be — in the reorganization event, taken
together. We define the term “distribution property” below. For
purposes of the three-step adjustment process described under
“— How Adjustments Will Be Made” above, the distribution
property so distributed will be the adjusted reference amount
described in step one, the value of that property at the close of
trading hours for the index stock on the applicable date will be
the index stock price described in step two, and the calculation
agent will determine the coupon payable on a coupon payment date,
if any, or the cash settlement amount as described in step three.
As described under “— How Adjustments Will Be Made” above, the
calculation agent may, in its sole discretion, modify the
adjustments described in this paragraph as necessary to ensure an
equitable result.
The calculation agent will determine the value of each type of
distribution property in its sole discretion. For any distribution
property consisting of a security, the calculation agent will use
the closing price (calculated according to the same methodology as
specified in this prospectus supplement, without any anti-dilution
adjustments) of one share of such security on the applicable date.
The calculation agent may value other types of property in any
manner it determines, in its sole discretion, to be appropriate. If
a holder of the index stock may elect to receive
different types or combinations of types of distribution property
in the reorganization event, the distribution property will consist
of the types and amounts of each type distributed to a holder that
makes no election, as determined by the calculation agent in its
sole discretion. As described under “— How Adjustments Will Be
Made” above, the calculation agent may, in its sole discretion,
modify the adjustments described in this paragraph as necessary to
ensure an equitable result.
If a reorganization event occurs and the calculation agent adjusts
the reference amount to consist of the distribution property
distributed in the reorganization event, as described above, the
calculation agent will make any further anti-dilution adjustments
for later events that affect the distribution property, or any
component of the distribution property, comprising the new
reference amount. The calculation agent will do so to the same
extent that it would make adjustments if the index stock were
outstanding and were affected by the same kinds of events. If a
subsequent reorganization event affects only a particular component
of the reference amount, the required adjustment will be made with
respect to that component, as if it alone were the reference
amount.
For example, if the index stock issuer merges into another company
and each share of the index stock is converted into the right to
receive two common shares of the surviving company and a specified
amount of cash, the reference amount will be adjusted to consist of
two common shares of the surviving company and the specified amount
of cash for each share of index stock (adjusted proportionately for
any partial share) comprising the reference amount before the
adjustment. The calculation agent will adjust the common share
component of the adjusted reference amount to reflect any later
stock split or other event, including any later reorganization
event, that affects the common shares of the surviving company, to
the extent described in this subsection entitled
“— Anti-dilution Adjustments” as if the common shares of the
surviving company were the index stock. In that event, the cash
component will not be adjusted but will continue to be a component
of the reference amount. Consequently, each component included in
the reference amount will be adjusted on a sequential and
cumulative basis for all relevant events requiring adjustment up to
the relevant date.
S-26
The calculation agent will not make any adjustment for a
reorganization event, however, unless the event becomes effective
(or, if the event is a spin-off, unless the ex-dividend date for
the spin-off occurs) after the trade date and on or before a coupon
determination date or an averaging date, as applicable.
Distribution Property
When we refer to distribution property, we mean the cash,
securities and other property or assets distributed in a
reorganization event in respect of one outstanding share of the
index stock — or in respect of whatever the applicable
reference amount may then be if any anti-dilution adjustment has
been made in respect of a prior event. In the case of a spin-off,
or any other reorganization event after which the index stock
remains outstanding, the distribution property also includes one
share of the index stock — or other applicable reference
amount — in respect of which the distribution is made.
If a reorganization event occurs, the distribution property
distributed in the event will be substituted for the index stock as
described above. Consequently, in this prospectus supplement, when
we refer to the index stock, we mean any distribution property that
is distributed in a reorganization event and comprises the adjusted
reference amount. Similarly, when we refer to the index stock
issuer, we mean any successor entity in a reorganization event.
Default Amount on Acceleration
If an event of default occurs and the maturity of your notes is
accelerated, we will pay the default amount in respect of the
principal of your notes at the maturity, instead of the amount
payable on the stated maturity date as described earlier. We
describe the default amount under “— Special Calculation
Provisions” below.
For the purpose of determining whether the holders of our Series F
medium-term notes, which include your notes, are entitled to take
any action under the indenture, we will treat the outstanding face
amount of each offered note as the outstanding principal amount of
that note. Although the terms of the offered notes differ from
those of the other Series F medium-term notes, holders of specified
percentages in principal amount of all Series F medium-term notes,
together in some cases with other series of our debt securities,
will be able to take action affecting all the Series F medium-term
notes, including your notes, except with respect to certain Series
F medium-term notes if the terms of such notes specify that the
holders of specified percentages in the principal amount of all
such notes must also consent to such action. This action may
involve changing some of the terms that apply to the Series F
medium-term notes or waiving some of our obligations under the
indenture. In addition, certain changes to the indenture and the
notes that only affect certain debt securities may be made with the
approval of holders of a majority of the principal amount of such
affected debt securities. We discuss these matters in the
accompanying prospectus under “Description of Debt Securities We
May Offer — Default, Remedies and Waiver of Default” and
“— Modification of the Debt Indentures and Waiver of
Covenants”.
Manner of Payment
Any payment or delivery on your note at maturity will be made to an
account designated by the holder of your note and approved by us,
or at the office of the trustee in New York City, but only when
your note is surrendered to the trustee at that office. We also may
make any payment or delivery in accordance with the applicable
procedures of the depositary.
Modified Business Day
As described in the accompanying prospectus, any payment on your
notes that would otherwise be due on a day that is not a business
day may instead be paid on the next day that is a business day,
with the same effect as if paid on the original due date. For your
notes, however, the term business day may have a different meaning
than it does for other Series F medium-term notes. We discuss this
term under “— Special Calculation Provisions” below.
Role of Calculation Agent
The calculation agent, in its sole discretion, will make all
determinations regarding whether a coupon will be paid on any
coupon payment date, whether your notes will be automatically
called, the final index stock price, anti-dilution adjustments,
market disruption events, averaging dates, coupon determination
dates, business days, trading days and the amount of cash to be
delivered in exchange for your note. Absent manifest error, all
determinations of the calculation agent will be final and binding
on you and us, without any liability on the part of the calculation
agent.
Please note that GS&Co., our affiliate, is currently serving as
the calculation agent as of the original issue date of your note.
We may change the calculation agent for your note at any time after
the original issue date without notice, and GS&Co. may resign
as calculation agent at any time upon 60 days’ written notice to
us.
S-27
Special Calculation Provisions
Business Day
When we refer to a business day with respect to your notes, we mean
a day that is a New York business day as described under
“Description of Debt Securities We May Offer — Calculations of
Interest on Debt Securities — Business Days” on page 16 in the
accompanying prospectus. A day is a scheduled business day if,
as of the trade date, such day is scheduled to be a New York
business day.
Trading Day
When we refer to a trading day with respect to your notes, we mean
a day on which the principal securities market for the index stock
is open for trading.
Closing Price
The closing price for any security on any day will equal the
closing sale price or last reported sale price, regular way, for
the security, on a per-share or other unit basis:
•
|
on the principal national securities
exchange on which that security is listed for trading on that day;
or
|
•
|
if that security is not listed on any
national securities exchange on that day, on any other U.S.
national market system that is the primary market for the trading
of that security.
|
If that security is not listed or traded as described above, then
the closing price for that security on any day will be the average,
as determined by the calculation agent, of the bid prices for the
security obtained from as many dealers in that security selected by
the calculation agent as will make those bid prices available to
the calculation agent. The number of dealers need not exceed three
and may include the calculation agent or any of its or our
affiliates.
The closing price is subject to
adjustment as described under “— Anti-dilution Adjustments”
above.
Default Amount
The default amount for your notes on any day (except as provided in
the last sentence under “—Default Quotation Period” below) will be
an amount, in the specified currency for the principal of your
notes, equal to the cost of having a qualified financial
institution, of the kind and selected as described below, expressly
assume all our payment and other obligations with respect to your
notes as of that day and as if no default or acceleration had
occurred, or to undertake other obligations providing substantially
equivalent economic value to you with respect to your
notes. That cost will equal:
•
|
the lowest amount that a qualified
financial institution would charge to effect this assumption or
undertaking, plus
|
•
|
the reasonable expenses, including
reasonable attorneys’ fees, incurred by the holder of your note in
preparing any documentation necessary for this assumption or
undertaking.
|
During the default quotation period for your note, which we
describe below, the holder and/or we may request a qualified
financial institution to provide a quotation of the amount it would
charge to effect this assumption or undertaking. If either party
obtains a quotation, it must notify the other party in writing of
the quotation. The amount referred to in the first bullet point
above will equal the lowest — or, if there is only one, the
only — quotation obtained, and as to which notice is so given,
during the default quotation period. With respect to any quotation,
however, the party not obtaining the quotation may object, on
reasonable and significant grounds, to the assumption or
undertaking by the qualified financial institution providing the
quotation and notify the other party in writing of those grounds
within two business days after the last day of the default
quotation period, in which case that quotation will be disregarded
in determining the default amount.
Default Quotation Period. The default quotation
period is the period beginning on the day the default amount first
becomes due and ending on the third business day after that day,
unless:
•
|
no quotation of the kind referred to
above is obtained, or
|
•
|
every quotation of that kind obtained
is objected to within five business days after the day the default
amount first becomes due.
|
S-28
If either of these two events occurs, the default quotation period
will continue until the third business day after the first business
day on which prompt notice of a quotation is given as described
above. If that quotation is objected to as described above within
five business days after that first business day, however, the
default quotation period will continue as described in the prior
sentence and this paragraph.
In any event, if the default quotation period and the subsequent
two business day objection period have not ended before the
determination date, then the default amount will equal the
principal amount of your notes.
Qualified Financial Institutions. For the purpose of
determining the default amount at any time, a qualified financial
institution must be a financial institution organized under the
laws of any jurisdiction in the United States of America, Europe or
Japan, which at that time has outstanding debt obligations with a
stated maturity of one year or less from the date of issue that is,
or whose securities are, rated either:
•
|
A-1 or higher by Standard &
Poor’s Ratings Services or any successor, or any other comparable
rating then used by that rating agency, or
|
•
|
P-1 or higher by Moody’s Investors
Service, Inc. or any successor, or any other comparable rating then
used by that rating agency.
|
Market Disruption Event
Any of the following will be a market disruption event:
•
|
a suspension, absence or material
limitation of trading in the index stock on its primary market for
more than two consecutive hours of trading or during the one-half
hour before the close of trading in that market, as determined by
the calculation agent in its sole discretion, or
|
•
|
a suspension, absence or material
limitation of trading in option or futures contracts, if available,
relating to the index stock, in the primary markets for those
contracts for more than two consecutive hours of trading or during
the one-half hour before the close of trading in that market, as
determined by the calculation agent in its sole discretion,
or
|
•
|
the index stock is not trading on what
was the primary market for the index stock, as determined by the
calculation agent in its sole discretion,
|
and, in the case of any of these events, the calculation agent
determines in its sole discretion that the event could materially
interfere with the ability of GS Finance Corp. or any of its
affiliates or a similarly situated party to unwind all or a
material portion of a hedge that could be effected with respect to
the offered notes. For more information about hedging by GS Finance
Corp. and/or any of its affiliates, see “Use of Proceeds” and
“Hedging” below.
The following events will not be market disruption events with
respect to the index stock:
•
|
a limitation on the hours or numbers
of days of trading, but only if the limitation results from an
announced change in the regular business hours of the relevant
market, and
|
•
|
a decision to permanently discontinue
trading in the option or futures contracts relating to the index
stock.
|
For this purpose, an “absence of trading” in the primary securities
market on which the index stock, or on which option or futures
contracts relating to the index stock, are traded will not include
any time when that market is itself closed for trading under
ordinary circumstances. In contrast, a suspension or limitation of
trading in the index stock or in option or futures contracts
relating to the index stock, if available, in the primary market
for that stock or those contracts, by reason of:
•
|
a price change exceeding limits set by
that market, or
|
•
|
an imbalance of orders relating to
that index stock or those contracts, or
|
•
|
a disparity in bid and ask quotes
relating to that index stock or those contracts,
|
will constitute a suspension or material limitation of trading in
that stock or those contracts in that market.
As is the case throughout this prospectus supplement, references to
the index stock in this description of market disruption events
include securities that are part of any adjusted reference amount,
as determined by the calculation agent in its sole discretion.
S-29
Use of Proceeds
We intend to lend the net proceeds from the sale of the offered
notes to The Goldman Sachs Group, Inc. or its affiliates. The
Goldman Sachs Group, Inc. expects to use the proceeds from such
loans for the purposes we describe in the accompanying prospectus
under “Use of Proceeds”. We or our affiliates may also use those
proceeds in transactions intended to hedge our obligations under
the offered notes as described below.
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 the index stock and listed or
over-the-counter options, futures or other instruments linked to
the index stock on or before the trade date. 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
index stock. Consequently, with regard to your notes, from time to
time, we and/or our affiliates:
|
•
|
expect to acquire, or dispose of
positions in listed or over-the-counter options, futures or other
instruments linked to the index stock,
|
|
•
|
may take or dispose of positions in
the securities of the index stock issuer itself,
|
|
•
|
may take or dispose of positions in
listed or over-the-counter options or other instruments based on
indices designed to track the performance of the New York Stock
Exchange or other components of the U.S. equity market, and/
or
|
|
•
|
may take short positions in the index
stock or other 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.
|
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 index stock. We expect these
steps to involve sales of instruments linked to the index stock on
or shortly before the final averaging date. These steps may also
involve sales and/or purchases of the index stock, or listed or
over-the-counter options, futures or other instruments linked to
the index stock or indices designed to track the performance of the
New York Stock Exchange or other components of the U.S. equity
market.
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 at maturity. See “Additional Risk Factors
Specific to Your Notes” above for a discussion of these adverse
effects.
S-30
The Index Stock
The index stock issuer is
The Walt Disney Company. According to publicly available
information, The Walt Disney Company is an entertainment company.
On March 20, 2019, pursuant to the Amended and Restated Agreement
and Plan of Merger, dated as of June 20, 2018, among The Walt
Disney Company (formerly known as TWDC Holdco613 Corp.),
Twenty-First Century Fox, Inc. (“21CF”), TWDC Enterprises 18 Corp.
(formerly known as “The Walt Disney Company”) (“Old Disney”), WDC
Merger Enterprises I, Inc. and WDC Merger Enterprises II, Inc.,
among other things, The Walt Disney Company (“New Disney”) became
the ultimate parent of Old Disney, 21CF and their respective
subsidiaries.
Where Information About the
Index Stock Issuer Can Be Obtained
The index stock is
registered under the Securities Exchange Act of 1934. Companies
with securities registered under the Exchange Act are required to
file financial and other information specified by the U.S.
Securities and Exchange Commission (“SEC”) periodically.
Information filed by the index stock issuer with the SEC
electronically can be reviewed through a web site maintained by the
SEC. The address of the SEC’s web site is sec.gov.
Information filed with the SEC by the index stock issuer under the
Exchange Act can be located by referencing its SEC file
number 001-38842 (with respect
to New Disney) for filings on or after March 20, 2019 and its SEC
file number 001-11605 (with respect to Old Disney) for filings
prior to March 20, 2019.
Information about the index
stock issuer may also be obtained from other sources such as press
releases, newspaper articles and other publicly available
documents.
We do not make any
representation or warranty as to the accuracy or completeness of
any materials referred to above, including any filings made by the
index stock issuer with the SEC.
We Obtained the Information
About the Index Stock Issuer From the Index Stock Issuer’s Public
Filings
This prospectus supplement
relates only to your note and does not relate to the index stock or
other securities of the index stock issuer. We have derived all
information about the index stock issuer in this prospectus
supplement from the publicly available information referred to in
the preceding subsection. We have not participated in the
preparation of any of those documents or made any “due diligence”
investigation or inquiry with respect to the index stock issuer in
connection with the offering of your note. Furthermore, we do not
know whether all events occurring before the date of this
prospectus supplement — including events that would affect the
accuracy or completeness of the publicly available documents
referred to above and the trading price of shares of the index
stock — have been publicly disclosed. Subsequent disclosure of any
events of this kind or the disclosure of or failure to disclose
material future events concerning the index stock issuer could
affect the value you will receive at maturity and, therefore, the
market value of your note.
Neither we nor any of our
affiliates make any representation to you as to the performance of
the index stock.
We or any of our affiliates
may currently or from time to time engage in business with the
index stock issuer, including making loans to or equity investments
in the index stock issuer or providing advisory services to the
index stock issuer, including merger and acquisition advisory
services. In the course of that business, we or any of our
affiliates may acquire non-public information about the index stock
issuer and, in addition, one or more of our affiliates may publish
research reports about the index stock issuer. As an investor in a
note, you should undertake such independent investigation of the
index stock issuer as in your judgment is appropriate to make an
informed decision with respect to an investment in a
note.
S-31
Historical
Closing Prices of the Index Stock
The closing prices of the index stock have fluctuated in the past
and may, in the future, experience significant
fluctuations. In
particular, the index stock has recently experienced extreme and
unusual volatility. Any historical upward or downward trend
in the closing prices of the index stock during the period shown
below is not an indication that the index stock is more or less
likely to increase or decrease at any time during the life of your
notes.
You should not take the historical prices of the index stock as an
indication of the future performance of the index stock, including
because of the recent volatility described above. We cannot give you any assurance
that the future performance of the index stock will result in your
receiving an amount greater than the outstanding face amount of
your notes on the stated maturity date.
Neither we nor any of our
affiliates make any representation to you as to the performance of
the index stock. Before investing in the
notes, you should consult publicly available information to
determine the prices of the index stock between the date of this prospectus
supplement and the date of your purchase of the notes and, given the recent volatility described
above, you should pay particular attention to the recent prices of
the index stock. The actual performance of the index stock
over the life of the offered notes, as well as the cash settlement
amount, may bear little relation to the historical prices shown
below.
The graph below shows the daily historical closing prices of the
index stock from January 1, 2017 through June 21, 2022, adjusted
for corporate events, if applicable. As a result, the following
graph does not reflect the global financial crisis which began in
2008, which had a materially negative impact on the price of most
equity securities. We obtained the closing prices in the graph
below from Bloomberg Financial Services, without independent
verification.
Historical Performance of The Walt Disney Company

S-32
Supplemental Discussion of U.S. 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 GS Finance Corp.
and The Goldman Sachs Group, Inc. In addition, it is the
opinion of Sidley Austin llp that the characterization of
the notes for U.S. federal income tax purposes that will be
required under the terms of the notes, as discussed below, is a
reasonable interpretation of current law.
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 regulated investment
company;
|
•
|
an accrual method taxpayer subject to
special tax accounting rules as a result of its use of financial
statements;
|
•
|
a tax exempt organization;
|
•
|
a person that owns a note as a hedge
or that is hedged against interest rate risks;
|
•
|
a person that owns a note 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.
|
Although 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, no statutory, judicial
or administrative authority directly discusses how your notes
should be treated for U.S. federal income tax purposes, and as a
result, the U.S. federal income tax consequences of your investment
in your notes are uncertain. Moreover, 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 section applies to you only if you are a United States holder
that holds your notes as a capital asset for tax purposes. You are
a United States holder if you are a beneficial owner of a note 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.
|
Tax Treatment. You will be
obligated pursuant to the terms of the notes — in the absence of a
change in law, an administrative determination or a judicial ruling
to the contrary — to characterize your notes for all tax purposes
as income-bearing pre-paid derivative contracts in respect of the
index stock. Except as otherwise stated below, the discussion below
assumes that the notes will be so treated.
Coupon payments that you receive should be included in ordinary
income at the time you receive the payment or when the payment
accrues, in accordance with your regular method of accounting for
U.S. federal income tax purposes.
S-33
Upon the sale, exchange, redemption or maturity of your notes, you
should recognize capital gain or loss equal to the difference
between the amount realized on the sale, exchange, redemption or
maturity (excluding any amounts attributable to accrued and unpaid
coupon payments, which will be taxable as described above) and your
tax basis in your notes. Your tax basis in your notes will
generally be equal to the amount that you paid for the
notes. Such capital gain or loss should generally be
short-term capital gain or loss if you hold the notes for one year
or less, and should be long-term capital gain or loss if you hold
the notes for more than one year. Short-term capital gains are
generally subject to tax at the marginal tax rates applicable to
ordinary income.
We will not attempt to ascertain whether the index stock issuer
would be treated as a “passive foreign investment company”
(“PFIC”), within the meaning of Section 1297 of the Internal
Revenue Code. If the index stock issuer were so treated, certain
adverse U.S. federal income tax consequences could possibly apply
to a United States holder. You should refer to information filed
with the SEC with respect to the index stock issuer and consult
your tax advisor regarding the possible consequences to you, if
any, if the index stock issuer is or becomes a PFIC.
No statutory, judicial or administrative authority directly
discusses how your notes should be treated for U.S. federal income
tax purposes. As a result, the U.S. federal income tax consequences
of your investment in the notes are uncertain and alternative
characterizations are possible. Accordingly, we urge you to consult
your tax advisor in determining the tax consequences of an
investment in your notes in your particular circumstances,
including the application of state, local or other tax laws and the
possible effects of changes in federal or other tax laws.
Alternative Treatments. There is no judicial or administrative
authority discussing how your notes should be treated for U.S.
federal income tax purposes. Therefore, the Internal Revenue
Service might assert that a treatment other than that described
above is more appropriate. For example, the Internal Revenue
Service could treat your notes as a single debt instrument subject
to special rules governing contingent payment debt
instruments.
Under those rules, the amount of interest you are required to take
into account for each accrual period would be determined by
constructing a projected payment schedule for the notes and
applying rules similar to those for accruing original issue
discount on a hypothetical noncontingent debt instrument with that
projected payment schedule. This method is applied by
first determining the comparable yield — i.e., the yield at which
we would issue a noncontingent fixed rate debt instrument with
terms and conditions similar to your notes — and then determining a
payment schedule as of the applicable original issue date that
would produce the comparable yield. These rules may have the effect
of requiring you to include interest in income in respect of your
notes prior to your receipt of cash attributable to that
income.
If the rules governing contingent payment debt instruments apply,
any gain you recognize upon the sale, exchange, redemption or
maturity of your notes would be treated as ordinary interest
income. Any loss you recognize at that time would be treated as
ordinary loss to the extent of interest you included as income in
the current or previous taxable years in respect of your notes,
and, thereafter, as capital loss.
If the rules governing contingent payment debt instruments apply,
special rules would apply to persons who purchase a note at other
than the adjusted issue price as determined for tax purposes.
It is possible that the Internal
Revenue Service could assert that your notes should generally be
characterized as described above, except that (1) the gain you
recognize upon the sale, exchange, redemption or maturity of your
notes should be treated as ordinary income or (2) you should not
include the coupon payments in income as you receive them but
instead you should reduce your basis in your notes by the amount of
coupon payments that you receive. It is also possible that the
Internal Revenue Service could seek to characterize your notes in a
manner that results in tax consequences to you different from those
described above.
It is also possible that the Internal Revenue Service could seek to
characterize your notes as notional principal
contracts. It is also possible that the coupon payments
would not be treated as either ordinary income or interest for U.S.
federal income tax purposes, but instead would be treated in some
other manner.
You should consult your tax advisor as to possible alternative
characterizations of your notes for U.S. federal income tax
purposes.
Possible Change in Law
In 2007, legislation was introduced in Congress that, if enacted,
would have required holders that acquired instruments such as your
notes after the bill was enacted to accrue interest income over the
term of such instruments even though
S-34
there may be no interest payments over the term of such
instruments. It is not possible to predict
whether a similar or identical bill will be enacted in
the future, or whether any such bill would affect the tax treatment
of your notes.
In addition, on December 7, 2007, the Internal Revenue Service
released a notice stating that the Internal Revenue Service and the
Treasury Department are actively considering issuing guidance
regarding the proper U.S. federal income tax treatment of an
instrument such as the offered notes including whether the holders
should be required to accrue ordinary income on a current basis and
whether gain or loss should be ordinary or capital. It is not
possible to determine what guidance they will ultimately issue, if
any. It is possible, however, that under such guidance, holders of
the notes will ultimately be required to accrue income currently
and this could be applied on a retroactive basis. The
Internal Revenue Service and the Treasury Department are also
considering other relevant issues, including whether foreign
holders of such instruments should be subject to withholding tax on
any deemed income accruals, and whether the special “constructive
ownership rules” of Section 1260 of the Internal Revenue Code might
be applied to such instruments. Except to the extent
otherwise provided by law, GS Finance Corp. intends to continue
treating the notes for U.S. federal income tax purposes in
accordance with the treatment described above unless and until such
time as Congress, the Treasury Department or the Internal Revenue
Service determine that some other treatment is more
appropriate.
It is impossible to predict what any such legislation or
administrative or regulatory guidance might provide, and whether
the effective date of any legislation or guidance will affect notes
that were issued before the date that such legislation or guidance
is issued. You are urged to consult your tax advisor as to
the possibility that any legislative or administrative action
may adversely affect the tax treatment of your notes.
Non-United States Holders
This section applies to you only if you are a non-United States
holder. You are a non-United States 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.
|
Because the U.S. federal income tax treatment (including the
applicability of withholding) of the coupon payments on the notes
is uncertain, in the absence of further guidance, we intend to
withhold on the coupon payments made to you at a 30% rate or at a
lower rate specified by an applicable income tax treaty under an
“other income” or similar provision. We will not make payments of
any additional amounts. To claim a reduced treaty rate for
withholding, you generally must provide a valid Internal Revenue
Service Form W-8BEN, Internal Revenue Service Form W-8BEN-E or an
acceptable substitute form upon which you certify, under penalty of
perjury, your status as a non-United States holder and your
entitlement to the lower treaty rate. Payments will be made to you
at a reduced treaty rate of withholding only if such reduced treaty
rate would apply to any possible characterization of the payments
(including, for example, if the coupon payments were characterized
as contract fees). Withholding also may not apply to coupon
payments made to you if: (i) the coupon payments are
“effectively connected” with your conduct of a trade or business in
the United States and are includable in your gross income for U.S.
federal income tax purposes, (ii) the coupon payments are
attributable to a permanent establishment that you maintain in the
United States, if required by an applicable tax treaty, and
(iii) you comply with the requisite certification requirements
(generally, by providing an Internal Revenue Service Form W-8ECI).
If you are eligible for a reduced rate of United States withholding
tax, you may obtain a refund of any amounts withheld in excess of
that rate by filing a refund claim with the Internal Revenue
Service.
“Effectively connected” payments includable in your United States
gross income are generally taxed at rates applicable to United
States citizens, resident aliens, and domestic corporations; if you
are a corporate non-United States holder, “effectively connected”
payments may be subject to an additional “branch profits tax” under
certain circumstances.
You will also be subject to generally applicable information
reporting and backup withholding requirements with respect to
payments on your notes and, notwithstanding that we do not intend
to treat the notes as debt for tax purposes, we intend to backup
withhold on such payments with respect to your notes unless you
comply with the requirements necessary to avoid backup withholding
on debt instruments (in which case you will not be subject to such
backup withholding) as set forth under “United States Taxation –
Taxation of Debt Securities – Non-United States Holders” in the
accompanying prospectus.
S-35
Furthermore, on December 7, 2007, the Internal Revenue Service
released Notice 2008-2 soliciting comments from the public on
various issues, including whether instruments such as your notes
should be subject to withholding. It is therefore possible that
rules will be issued in the future, possibly with retroactive
effect, that would cause payments on your notes to be subject to
withholding, even if you comply with certification requirements as
to your foreign status.
As discussed above, alternative characterizations of the notes for
U.S. federal income tax purposes are possible. Should an
alternative characterization of the notes, by reason of a change or
clarification of the law, by regulation or otherwise, cause
payments with respect to the notes to become subject to withholding
tax, we will withhold tax at the applicable statutory rate and we
will not make payments of any additional amounts. Prospective
non-United States holders of the notes should consult their tax
advisors in this regard.
We will not attempt to ascertain whether the index stock issuer
would be treated as a “United States real property holding
corporation” (“USRPHC”), within the meaning of Section 897 of the
Internal Revenue Code. If the index stock issuer were so treated,
certain adverse U.S. federal income tax consequences could possibly
apply to a non-United States holder. You should refer to
information filed with the SEC with respect to the index stock
issuer and consult your tax advisor regarding the possible
consequences to you, if any, if the index stock issuer is or
becomes a USRPHC.
In addition, the Treasury Department has issued regulations under
which amounts paid or deemed paid on certain financial instruments
(“871(m) financial instruments”) that are treated as attributable
to U.S.-source dividends could be treated, in whole or in part
depending on the circumstances, as a “dividend equivalent” payment
that is subject to tax at a rate of 30% (or a lower rate under an
applicable treaty), which in the case of any coupon payments and
any amounts you receive upon the sale, exchange, redemption or
maturity of your notes, could be collected via withholding. If
these regulations were to apply to the notes, we may be required to
withhold such taxes if any U.S.-source dividends are paid on the
index stock during the term of the notes. We could also require you
to make certifications (e.g., an applicable Internal Revenue
Service Form W-8) prior to any coupon payment or the maturity of
the notes in order to avoid or minimize withholding obligations,
and we could withhold accordingly (subject to your potential right
to claim a refund from the Internal Revenue Service) if such
certifications were not received or were not satisfactory. If
withholding was required, we would not be required to pay any
additional amounts with respect to amounts so withheld. These
regulations generally will apply to 871(m) financial instruments
(or a combination of financial instruments treated as having been
entered into in connection with each other) issued (or
significantly modified and treated as retired and reissued) on or
after January 1, 2023, but will also apply to certain 871(m)
financial instruments (or a combination of financial instruments
treated as having been entered into in connection with each other)
that have a delta (as defined in the applicable Treasury
regulations) of one and are issued (or significantly modified and
treated as retired and reissued) on or after January 1, 2017. In
addition, these regulations will not apply to financial instruments
that reference a “qualified index” (as defined in the regulations).
We have determined that, as of the issue date of your notes, your
notes will not be subject to withholding under these rules. In
certain limited circumstances, however, you should be aware that it
is possible for non-United States holders to be liable for tax
under these rules with respect to a combination of transactions
treated as having been entered into in connection with each other
even when no withholding is required. You should consult your tax
advisor concerning these regulations, subsequent official guidance
and regarding any other possible alternative characterizations of
your notes for U.S. federal income tax purposes.
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 the FATCA
withholding rules.
S-36
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 include:
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 government plan, an IRA or
a Keogh plan), and propose to invest in the notes, you should
consult your legal counsel.
S-37
Supplemental Plan of
Distribution
GS Finance Corp. will sell to GS&Co., and GS&Co. will
purchase from GS Finance Corp., the aggregate face amount of the
offered notes specified on the front cover page of this prospectus
supplement. GS&Co. proposes initially to offer the notes to the
public at the original issue price set forth on the front cover
page of this prospectus supplement, and to certain securities
dealers at such price less a concession not in excess of 1% of the
face amount. Accounts of certain national banks, acting as purchase
agents for such accounts, have agreed with the purchase agents to
pay a purchase price of % of the face
amount, and as a result of such agreements, the agents with respect
to sales to be made to such accounts will not receive any portion
of the underwriting discount set forth on the front cover page of
this prospectus supplement from GS&Co.
GS Finance Corp. estimates that its share of the total offering
expenses, excluding underwriting discounts and commissions, will be
approximately
$ .
We have been advised that GS&Co. will also pay a fee in
connection with the distribution of the notes
to SIMON Markets LLC, a broker-dealer affiliated with GS
Finance Corp.
We expect to deliver the notes against payment therefor in New
York, New York on June 29, 2022. Under Rule 15c6-1 of the
Securities Exchange Act of 1934, trades in the secondary market
generally are required to settle in two business days, unless the
parties to any such trade expressly agree otherwise. Accordingly,
purchasers who wish to trade notes on any date prior to two
business days before delivery will be required to specify
alternative settlement arrangements to prevent a failed
settlement.
We have been advised by GS&Co. that it intends to make a market
in the notes. However, neither GS&Co. nor any of our other
affiliates that makes a market is obligated to do so and any of
them may stop doing so at any time without notice. No assurance can
be given as to the liquidity or trading market for the notes.
The notes may not be offered, sold
or otherwise made available to any retail investor in the European
Economic Area (“EEA”). Consequently no key information document
required by Regulation (EU) No 1286/2014 (the “PRIIPs Regulation”)
for offering or selling the notes or otherwise making them
available to retail investors in the EEA has been prepared and
therefore offering or selling the notes or otherwise making them
available to any retail investor in the EEA may be unlawful under
the PRIIPs Regulation. For the purposes of this provision:
(a)the expression “retail investor”
means a person who is one (or more) of the following:
|
(i)
|
a retail client as defined in point (11) of Article 4(1) of
Directive 2014/65/EU (as amended, “MiFID II”); or
|
|
(ii)
|
a customer within the meaning of Directive (EU) 2016/97 where that
customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II; or
|
|
(iii)
|
not a qualified investor as defined in Regulation (EU) 2017/1129;
and
|
(b)
|
the expression an “offer” includes 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 for the notes.
|
The notes may not be offered, sold or otherwise made available to
any retail investor in the United Kingdom. Consequently no key
information document required by Regulation (EU) No 1286/2014 as it
forms part of domestic law by virtue of the EUWA (the "UK PRIIPs
Regulation") for offering or selling the notes or otherwise making
them available to retail investors in the United Kingdom has been
prepared and therefore offering or selling the notes or otherwise
making them available to any retail investor in the United Kingdom
may be unlawful under the UK PRIIPs Regulation. For the purposes of
this provision:
(a)
|
the expression “retail investor” means a person who is one (or
more) of the following:
|
|
(i)
|
a retail client, as defined in point (8) of Article 2 of Regulation
(EU) No 2017/565 as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018 (“EUWA”); or
|
|
(ii)
|
a customer within the meaning of the provisions of the Financial
Services and Markets Act 2000, as amended (the “FSMA”) and any
rules or regulations made under the FSMA to implement Directive
(EU) 2016/97, where that customer would not qualify as a
professional client, as defined in point (8) of Article 2(1) of
Regulation (EU) No 600/2014 as it forms part of domestic law by
virtue of the EUWA;
|
|
(iii)
|
or not a qualified investor as defined in Article 2 of Regulation
(EU) 2017/1129 as it forms part of domestic law by virtue of the
EUWA; and
|
S-38
(b)
|
the expression an “offer” includes 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 for the notes.
|
Any invitation or inducement to engage in investment activity
(within the meaning of Section 21 of the FSMA) in connection with
the issue or sale of the notes may only be communicated or caused
to be communicated in circumstances in which Section 21(1) of the
FSMA does not apply to GS Finance Corp or The Goldman
Sachs Group, Inc.
All applicable provisions
of the FSMA must be complied with in respect to anything done by
any person in relation to the notes in, from or otherwise involving
the United Kingdom.
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 the 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,
along with the accompanying prospectus supplement and the
accompanying 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 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 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.
S-39
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 supplement,
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 and prospectus
supplement 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 and prospectus supplement 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.
S-40
Conflicts of
Interest
GS&Co. is an affiliate of GS Finance Corp. and 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-41
|
|
$
GS Finance Corp.
Autocallable
Contingent Coupon Equity-Linked Notes due
guaranteed by
The Goldman Sachs Group, Inc.

Goldman Sachs & Co. LLC
JPMorgan
Placement Agent
|
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 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
|
|
Summary Information
|
S-3
|
|
Additional Terms Specific to Your Notes
|
S-6
|
|
Hypothetical Examples
|
S-7
|
|
Additional Risk Factors Specific To
Your Notes
|
S-11
|
|
Specific Terms of Your
Notes
|
S-19
|
|
Use of Proceeds
|
S-30
|
|
Hedging
|
S-30
|
|
The Index Stock
|
S-31
|
|
Supplemental Discussion of U.S. Federal Income Tax
Consequences
|
S-33
|
|
Employee Retirement Income Security
Act
|
S-37
|
|
Supplemental Plan of
Distribution
|
S-38
|
|
Conflicts of Interest
|
S-41
|
|
|
|
|
Prospectus Supplement dated March 22, 2021
|
|
|
|
|
Use of Proceeds
|
S-2
|
|
Description of Notes We May Offer
|
S-3
|
|
Considerations Relating to Indexed Notes
|
S-11
|
|
United States Taxation
|
S-14
|
|
Employee Retirement Income Security Act
|
S-15
|
|
Supplemental Plan of Distribution
|
S-16
|
|
Validity of the Notes and Guarantees
|
S-18
|
|
|
|
|
Prospectus dated March 22, 2021
|
|
|
|
|
Available Information
|
2
|
|
Prospectus Summary
|
4
|
|
Risks Relating to Regulatory Resolution Strategies and Long-Term
Debt Requirements
|
8
|
|
Use of Proceeds
|
13
|
|
Description of Debt Securities We May Offer
|
14
|
|
Description of Warrants We May Offer
|
70
|
|
Description of Units We May Offer
|
88
|
|
GS Finance Corp.
|
93
|
|
Legal Ownership and Book-Entry Issuance
|
95
|
|
Considerations Relating to Indexed Securities
|
104
|
|
Considerations Relating to Securities Denominated or Payable in or
Linked to a Non-U.S. Dollar Currency
|
105
|
|
United States Taxation
|
108
|
|
Plan of Distribution
|
126
|
|
Conflicts of Interest
|
129
|
|
Employee Retirement Income Security Act
|
130
|
|
Validity of the Securities and Guarantees
|
131
|
|
Independent Registered Public Accounting Firm
|
132
|
|
Cautionary Statement Pursuant to the Private Securities Litigation
Reform Act of 1995
|
132
|
|
|
|
|
|
|
Goldman Sachs (NYSE:GS)
Historical Stock Chart
From Jun 2022 to Jul 2022
Goldman Sachs (NYSE:GS)
Historical Stock Chart
From Jul 2021 to Jul 2022