Prospectus Filed Pursuant to Rule 424(b)(2) (424b2)

Date : 07/17/2019 @ 8:17PM
Source : Edgar (US Regulatory)

Prospectus Filed Pursuant to Rule 424(b)(2) (424b2)

Filed Pursuant to Rule 424(b)(2)

Registration Statement No. 333-219206

The information in this preliminary pricing supplement is not complete and may be changed. This preliminary pricing 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.

 

 

 

Su b ject to C o mpl e ti o n. D a t e d July 17, 2019.

$

The Goldman Sachs Group, Inc.

Callable Step-Up Fixed Rate Notes due 2024

 

We will pay you in t erest semi-annually on your notes at a rate of 2.50% per annum from and including July         , 2019 to but excluding January       , 2021. We will pay you interest semi-annually on your notes at a rate of 2.75% per annum from and including January      , 2021 to but excluding January      , 2022. We will pay you interest semi-annually on your notes at a rate of 3.00% per annum from and including January        , 2022 to but excluding January       , 2023. We will pay you interest semi-annually on your notes at a rate of 3.25% per annum from and including January      , 2023 to but excluding January      , 2024. We will pay you interest semi-annually on your notes at a rate of 3.50% per annum from and including January      , 2024 to but excluding the stated maturity date (July        , 2024). I n terest will be paid on each January           and July         . The first such payment will be made on January      , 2020.

 

In additio n , we m a y red e em the n ot e s at o u r option, in who l e but not in part, on each January       , April          , July        and October        on or after July       , 2020, upon at least five bu s i n ess d ay s ’ prior n o tice, at a red e m p tion price e q ual to 1 0 0% o f t h e out s t a nding princip a l am o unt plus a ccr u ed and u npaid int e re s t to b u t ex c l u ding the r e demption d at e . Altho u gh the inter e st r a te w i ll st e p up du r ing the life of y our notes, you may n ot b e nefit from s u ch incr e ase in t h e i n te r est r ate if y our notes a re re d eem e d p rior to the stat e d mat u rity d a te.

 

 

Per Note

 

 

T o t a l

Initial price to public*

 

%

 

$

Und e rwriting d isco u nt*

 

%

 

$

Pr o c e eds, b efore expe n s e s, to The G old m an Sachs Gr o up, Inc.

 

%

 

$

* The initial price to public will vary between % and 100% for certain investors; see “Supplemental Plan of Distributio n ” on p age PS-7.

The initial price to public set forth a bove does not include accr u ed interest, if an y . Interest on t he notes will accrue fr o m July       , 2019 and must b e paid b y the p urch a s e r if the n otes are d elivered after July          , 2019. In addition to offers and sales at the initial price to public, the underwriters may offer the notes from time to time for sale in one or more transactions at market prices prevailing at the time of sale, at prices related to market prices or at negotiated prices.

The return (whether positive or negati v e) on your investment in notes will depend in part on the issue price you pay for such no t e s.

Neith e r the S e curiti e s and Ex c han g e C o mmis s i on n or any other r egulatory b o dy has appr o ved or dis a ppro v ed of the s e se c urities or pas s ed up o n the a cc u racy o r ade q ua c y of t h is p ros p ectus. A n y r e pre s entation to the c ontrary is a c rimin a l offe n se.

The n ot e s are n o t ba n k dep o sits a nd are n o t insur e d by t h e Fed e ral D e posit In s ura n ce Corpo r ation or a ny other go v er n m e nt a l a gen c y, n or are they o blig a tions o f, o r guar a nt e ed b y , a b a nk.

G o ldm a n Sachs m a y u se this prospectus in the initial sale of the notes. In a dditio n , Goldman Sachs & Co. LLC or any other affiliate of Goldman Sac h s may use this prospectus in a market- m aking transaction in the notes after their initial sale. U nl e s s G o l d ma n S a c hs o r it s a g ent i n f o rm s t he p u r c h a s er o t h e rwise in the confirmation o f sale, this p rosp e ctus is b e ing used in a mark e t -making transaction.

Goldman Sachs & Co. LLC

Incapital LLC

Prici n g Supplement No.           dated July           , 2019.

 

 


 

About Y o ur Pros p ectus

The n o t es a re p art of t h e M e di u m -Te r m N o t e s, S e ri es N p r o gram of The G old m an Sachs G r o up, Inc. T h is prospectus includ e s this pricing su p ple m ent a n d t h e acc o mp a nying d o c u m e nts listed below. This prici n g su p pl e ment c o nstit u t e s a s u ppl e me n t to the d o c u me n t s listed b elow a n d s h ould b e r e ad in conj u nct i on with such d o c u me n t s:

Pr o s p ect u s sup p lem e nt dated July 10, 2017

Pr o s p ect u s d a ted July 10, 2017

The information in this pri c ing su p ple m ent s u pers e d e s a n y conflicti n g information in t h e docum e nts listed a b ove. In ad d iti o n, s o me of t h e t e rms or fe a t u r e s d e scribed in the listed d ocum e nts may n o t a p ply to yo u r notes.

 

PS-2

 


SP E CIFI C TERM S O F TH E NOT E S

 

Please note that in this section entitled “Specific Terms of the Notes”, references to “The Goldman Sachs Group, Inc.”, “we”, “our” and “us” mean only The Goldman Sachs Group, Inc. and do not include any of its consolidated subsidiaries. Also, in this section, references to “holders” mean The Depository Trust Company (DTC) or its nominee and not indirect owners who own beneficial interests in notes through participants in DTC. Please review the special considerations that apply to indirect owners in the accompanying prospectus, under “Legal Ownership and Book-Entry Issuance”.

 

 

T h is prici n g s u p p leme n t n o. d a t e d July     , 2019 (prici n g s u ppl e me n t) and the a cco m pa n yi n g prospectus d a t e d July 10, 2017 (acc o mp a nying prospectus), r e lating to the n o t e s, s h ould be r e ad to g ether. B e c a use t h e notes are p a rt o f a series of o ur d ebt s e c u rities c a lled M e diu m -T e rm Notes, Series N, t h is pricing sup p lem e nt a nd the accom p anying p r o sp e ct u s sho u ld also be read with the accom p anying p rosp e ct u s sup p lem e nt, d a t e d July 10, 2017 (acc o mpa n y i ng prospectus s u ppl e ment). T e rms used b u t n ot d efined i n t h is pric i ng sup p lem e nt h ave t h e me a nin g s given to th e m in the accomp a nying p rosp e ctus or a cco m pa n yi n g prospectus su p ple m ent, u nless t h e c o ntext req u ires oth e rwise.

T h e notes are part o f a sep a r a te series of o ur d ebt s e c u rities un d er o ur M e diu m -T e rm Notes, Series N program g o v e r n ed by our S e nior D e bt I n de n t u re, d a t e d as o f July 16, 20 0 8, as amended, b etween u s a n d The B a nk o f New Y o rk Mell o n, a s trustee. This prici n g supplement sum m arizes specific ter m s that will apply to your notes. The terms of the notes d e s c ri b ed h ere s u p p lem ent t ho s e d e s c ri b ed i n t he a c c ompa n yi n g prospectus su p ple m ent and a cco m pa n yi n g prospectus and, if the terms described here are i n consistent with tho s e described there, the ter m s d e scribed here are controlling.

T e rms of t h e C a ll a ble Ste p -Up F i x ed Rate Notes due 2024

Iss u er: T he G o ldm a n Sachs G ro u p, I n c.

Princip a l amo u nt: $

Spe c ified cu r ren c y: U. S. d o lla r s ( $ )

T y pe of Notes: Fi x e d r a t e n o t es ( n o t e s)

Denominations: $1,0 0 0 and integral multip l es o f $ 1 , 0 00 in excess there o f

Tr a de d a te: July   , 2019

Or i ginal issue date: July   , 2019

Stated maturity date: July    , 2024

Int e re s t rate: 2.50% per annum from and including July    , 2019 to but excluding January     , 2021 ; 2.75% per annum from and including January     , 2021 to but excluding January     , 2022; 3.00% per annum from and including January    , 2022 to but excluding January    , 2023; 3.25% per annum from and including January    , 2023 to but excluding January    , 2024; 3.50% per annum from and including January    , 2024 to but excluding July    , 2024

Suppl e m e nt a l dis c us s i o n o f U.S. fe d eral income tax c o nse q uen c es:   Subject to the discussion set forth in the section referenced below regarding short-term debt securities, i t is t h e opi n ion of Sidley Austin L LP that interest on a note will be taxable to a U.S. holder as ordi n ary interest inco m e at t h e ti m e it accru e s o r is r e c e iv e d in accor d ance with t h e U.S. h ol d er’s normal m e t h od of acc o unti n g f o r tax p ur p oses (r e g a rdl e ss of wheth e r we c a ll the notes). U pon the d is p ositi o n of a note by s a le, exchange, redemption or retirement (i.e., if we exercise o ur right to call the n otes o r oth e rwise) or other disposition, a U.S. holder will generally recognize capital g a in or l o ss eq u al to t h e diff e r e nce, if a n y, between (i) the a m ou n t realized o n t h e disp o sition (oth e r t h an a mou n ts attri b utable to a ccr u ed b u t u np a id interest, w h ich wo u ld be treated a s

such) a nd (ii) t h e U.S. hol d er’s a d just e d t a x b a sis in the n o t e .

Interest payment dates: January     an d July         o f ea ch year, com m encing o n January      , 2020 and e ndi n g on the s t a t e d maturit y da t e

Regular r eco r d dates: for interest due on an interest p a y m ent date, the d a y imm e di a t e ly prior to the d ay o n which paym e nt is to be m a de ( a s such p a ym e nt d ay may be a djusted u nd e r the a p plicable b usiness day conve n ti o n s p ecified b e low)

Day c o unt c onv e ntion: 30/3 6 0 (ISDA), as further discussed under “Additional Information About the Notes — Day Count Convention” on page PS- 5 of this pricing supplement

Business day: Ne w Yo rk

Busine s s day c on v entio n : following u na d justed

Red e m p tion at o ption of i s suer b ef o re stat e d maturit y : W e m ay r e d eem t he n o t es at o ur o p ti on, in whole b ut not in part, on e ach January       , April         , July        and October         on or after July    , 2020, u p on at least five busin e ss days’ p ri o r notice, at a re d empti o n price eq u al to 1 00% of the o u tstan d ing p rincip a l a mo u nt pl u s accr u ed a n d un p aid i n t e rest to b ut e xclu d ing the r e d e mption d ate

Limited events of default: The only events of default for the notes are (i) interest or principal payment defaults that continue for 30 days and (ii) certain insolvency events. No other breach or default under our senior debt indenture or the notes will result in an event of default for the notes or permit the trustee or holders to accelerate the maturity of any debt securities – that is, they will not be entitled to declare the principal amount of any notes to be immediately due and payable. See “Risks Relating to Regulatory Resolution Strategies and Long-Term Debt Requirements” and “Description of Debt Securities We May Offer — Default, Remedies and Waiver of Default — Securities Issued on or After

PS-3

 


January 1, 2017 under the 2008 Indenture” in the accompanying prospectus for further details.

Listi n g: None

ER I SA: as descri b ed u n der “Emp l oyee Retire m ent Income S e c u rity Act” on p a ge 119 of t h e acc o mp a nying prosp e ctus

CUSIP no.: 38150AD28

IS I N no.: US38150AD284

Fo r m of n ot e s: Your notes will be i s sued in book-entry form a nd represe n t e d by a m ast e r gl o bal n o t e . You sho u ld r e ad the secti o n “ L eg a l Owners h ip and B o ok- E n t ry I s s u a n c e” i n t he a c c o mp an yi ng pr o s p e c t u s f or m o re inf o rm a t i o n ab o ut notes issu e d in bo o k-e n try form

Def e a s ance a pplies as follows:

 

 

full def e asance i.e ., o ur right to be r e lieved o f all o u r o b ligatio n s on t h e note by pl a ci n g f u nds in trust f or t he h o l d e r: y es

 

c o v en a nt d e f e a s a n c e i. e . , our right to be reliev e d of s p ecif i ed provisi o ns o f the n ote by placing fu n ds in tr u st f o r the h o lder: yes

FDIC: T he n o t e s are n o t b ank de p osits and a re n ot insured b y the F e deral Dep o sit I n s u r a nce C o rp o r a t i o n or a n y oth e r g o v e r n mental a ge n cy, n or a re th e y o b ligatio n s of, o r g u arante e d by, a b ank

Calculation Ag e nt: Goldman Sachs & Co. LLC

Fo r eign A c cou n t Tax Complian c e A c t ( F ATCA) Withh o lding M a y Apply to Pa y m e nts on Your N o t e s, Including a s a R e sult of the F a ilu r e of t h e B a nk or Brok e r Thro u gh W h i c h Y o u Hold the N o tes to Pro v ide Information to Tax Authorities:

Ple a se see the d iscussion u nd e r “United States Taxation — T a x a ti o n of D e bt S e c u rities — Foreign Accou n t T a x Com p liance Act ( F ATCA) Withholding” in the accompanying prospectus for a description of the applicability of FATCA to payments made on your notes. The discussion in that section is hereby modified to reflect regulations proposed by the Treasury Department indicating its intent to eliminate the requirements under FATCA of withholding on gross proceeds from the sale, exchange, maturity or other disposition of relevant financial instruments. The Treasury Department has indicated that taxpayers may rely on these proposed regulations pending their finalization.

 

PS-4

 


AD D ITIONAL INFORMATION ABOUT THE NOTES

 

Bo o k-E n t ry System

We will i s sue the notes as a master gl o bal n ote registered in the n a me o f DTC, or its n o mi n ee. T he sale of the notes will settle in immediately available f u nds thr o ugh DTC. Y ou will not be p ermitt e d to wit h draw the notes fr o m DTC e x cept in the limited sit u ations d escribed in t h e a ccom p anying pros p ectus un d er Legal Ownership and Bo o k-Entry Issu a nce Wh a t Is a Glo b al Se c urity? H ol d er’s Option to Obtain a Non-Gl o bal S ecurit y ; Spe c i a l Situati o ns W hen a Gl o bal S e curity Will Be Terminated”. Inve s t o r s may h o ld interests in a ma s t e r global note throu g h o r g a nizations that p a rticipate, directly or

indirectl y , in the D T C s ystem.

 

In a ddition to t h is pricing su p plement, the f o llowing provi s i o ns are h e re b y i n c o rporated i n to the global master n o te: the d e scription o f New York bu s i n ess day a ppearing und e r “D e scription of Debt S ecurities We May Offer Calculati o ns of Interest o n D e bt Se c urities Busine s s Day s in the a c compa n ying prospe c t u s, the de s cription of the foll o wi n g u nadju s ted b u siness d ay c o nvention app e aring u n der “Des c r iption of D e bt Se c urities We M a y Offer Calc u l a t ions o f I n tere s t on Debt Securities – Bu s i n ess Day C o nvention s in the a c comp a nying prosp e ct u s and the section “D e scription o f Debt Securities We May Offer D ef e asa n ce and Co v enant Defeasa n c e in the acc o mpan y i n g p r o s pectu s .

Day Count Convention

As further described under “Description of Debt Securities We May Offer – Calculations of Interest on Debt Securities – Interest Rates and Interest” in the accompanying prospectus, for each interest period the amount of accrued interest will be calculated by multiplying the principal amount of the note by an accrued interest factor for the interest period.  The accrued interest factor will be determined by multiplying the per annum interest rate by a factor resulting from the 30/360 (ISDA) day count convention.  The factor is the number of days in the interest period in respect of which payment is being made divided by 360, calculated on a formula basis as follows:

[360 × (Y 2 – Y 1 )] + [30 × (M 2 – M 1 )] + (D 2 – D 1 )

360

where:

“Y 1 ” is the year, expressed as a number, in which the first day of the interest period falls;

“Y 2 ” is the year, expressed as a number, in which the day immediately following the last day included in the interest period falls;

“M 1 ” is the calendar month, expressed as a number, in which the first day of the interest period

falls;

“M 2 ” is the calendar month, expressed as a number, in which the day immediately following the last day included in the interest period falls;

“D 1 ” is the first calendar day, expressed as a number, of the interest period, unless such number would be 31, in which case D 1 will be 30; and

“D 2 ” is the calendar day, expressed as a number, immediately following the last day included in the interest period, unless such number would be 31 and D 1 is greater than 29, in which case D 2 will be 30.

 

When We Can Re d eem the Notes

We will be permitted to rede e m the notes at our o p tion before t h eir stated mat u rity, as d escribed below. The notes will not be entitled to the be n efit of any s i n king f u nd th a t is, we will not dep o sit money o n a regular basis into any se p ar a te custodial account to rep a y your note. In addition, you will not be entitled to require us to buy your note from you before its stated matu r ity.

 

PS-5

 


We will have the rig h t to red e em t he n o tes at our o ptio n , in w hole but n o t in p art, o n e ach January        , April         , July        and October         on or after July    , 2020 , at a red e mption p r ice eq u al to 100% of t he outstanding principal amou n t plus a c cr u ed and un p aid interest to but exclu d i n g the redemption date. We will provi d e n o t less than fi v e busine s s day s prior notice in the ma n ner d e scribed und e r D escripti o n o f Debt Secur i ties We May Off e r Notice s in the attach e d p r o s pectu s . If the re d empti o n n oti c e is giv e n a nd fu n ds dep o sit e d a s re q uired, t h en i n tere s t will cea s e to a c crue on and aft e r t h e redemption date on t h e n ot e s. If a n y re d em p tion d ate is not a b usine s s day, we w i ll p ay t h e red e mption price on the next bu s i n ess d a y witho u t any interest o r other p a yment due to the dela y .

 

What are the Tax Co n sequ e nces of the Notes

You s h ould carefully c onsider, a m o ng other thing s , t h e m a tters set forth u nder “Uni t ed St a t es T axation” in the a c compa n ying prospe c t u s supplem e nt and the a c compa n ying p r ospe c t u s. T h e following disc u ssion s u mmariz e s cert a i n of the mat e rial U.S. f e deral inc o me tax c onse q uen c es of the purch a se, b eneficial o w ne r ship, a n d di s po s ition of e a ch of the note s . This summ a ry s upplements the se c t i on “United States Ta x ati o n” in the accomp a nying pros p ectus su p plement a nd the ac c ompan y i n g p r o s pectus a n d is s ubject to the limit a tions a nd ex c epti o ns set forth therein.

 

As of the original issue date, the notes should not be treated as issued with “original issue discount” (“OID”) despite the fact that the interest rate on the notes is scheduled to step-up over the term of the notes because Treasury regulations generally deem an issuer to exercise a call option in a manner that minimizes the yield on the debt instrument for purposes of determining whether a debt instrument is issued with OID. The yield on the notes would be minimized if we call the notes immediately before the increase in the interest rate on January     , 2021 and therefore the notes should be treated as maturing on such date for OID purposes. This assumption is made solely for purposes of determining whether the notes are issued with OID for U.S. federal income tax purposes, and is not an indication of our intention to call or not to call the notes at any time. If we do not call the notes prior to the increase in the interest rate then, solely for OID purposes, the notes will be deemed to be reissued at their adjusted issue price on January      , 2021. This deemed issuance should not give rise to taxable gain or loss to holders. The same analysis would apply to the increase in the interest rate on January     , 2022, January    , 2023 and January    , 2024. If the notes are not called on the interest payment date occurring on January    , 2024, then, because the period between the interest payment date on January    , 2024 and the stated maturity date of the notes is one year or less, the notes, upon their deemed reissuance on January       , 2024, could be treated as short-term debt securities for OID purposes (but not for purposes of determining the holding period of your notes). For a discussion of the U.S. federal income tax consequences to a U.S. holder of owning short-term debt securities, please review the section entitled “United States Taxation—Taxation of Debt Securities—United States Holders—Short-Term Debt Securities” in the accompanying prospectus.

 

Under this approach, and subject to the discussion above regarding short-term debt securities, interest on a note will be taxable to a U.S. holder as ordinary interest income at the time it accrues or is received in accordance with the U.S. holder’s normal method of accounting for tax purposes (regardless of whether we call the notes). Upon the disposition of a n o te b y sale, exc h a n ge, re d em p ti o n or retir e me n t (i. e ., if we exercise o ur right to call the n o t e s or otherwis e ) or o t h er d is p ositi o n, a U.S. h old e r wi l l g en e rally r e c o gnize capit a l g ain or loss e q ual to the difference, if a ny, b etw e en (i) t h e am o unt r e alized on t h e disposition ( o ther t h an a m ou n ts attrib u t a ble to accru e d b u t u n paid i n t e r e st, which w o uld b e treat e d as such) a nd (ii) the U.S. hol d er’s a d jus t ed tax basis in the note. A U.S. hol d er’s a d just e d t a x basis in a note gen e rally will equal t h e cost of the note to the U.S. holder. The deductibility of capital l o sses is subj e ct to significant li m itations.

 

F o re ig n A c c o u nt T ax C o m p li a n ce Ac t ( F A T CA ) Wi t h hol di n g . Purs u ant to T re a s u ry re g ul a ti o ns, F o rei g n Acco u nt T ax Com p liance Act ( F ATCA) with h oldi n g ( a s d e scri b ed in “U n it e d St a t e s T a x a ti o n Taxation o f Debt Securiti e s Foreign Account Tax Compliance Act (FA T CA) Withholding” in the acc o mpanyin g prosp e ctus) will generally a pply to obligations that are issu e d on o r after July 1 , 2 01 4 ; therefore, t h e notes will g en e rally be su b ject to the FATCA withh o ldin g rules . Pursuant to recently proposed regulations, the Treasury Department has indicated its intent to eliminate the requirements under FATCA of withholding on gross proceeds from the sale, exchange, maturity or other disposition of relevant financial instruments. The Treasury Department has indicated that taxpayers may rely on these proposed regulations pending their finalization.

 

 

 

PS-6

 


SUPPLEMENTAL PLAN OF DI S T RIBUTION

 

T h e Gol d man S a c h s Grou p , Inc. a nd the u nd e rwriters for this offeri n g n a med b elow have e n t e r e d into a distrib u ti o n a g r e eme n t with resp e ct to t h e not e s. Subj e ct to certain con d iti o ns, e ach un d erwrit e r n a med b elow has s e v e r a lly a g re e d to purchase the princip a l a mo u nt o f n otes i n dicated in the foll o wi n g tabl e .

 

 

 

Underwriters

 

Principal Amount of Notes

Goldman Sachs & Co. LLC

 

$

Incapital LLC

 

 

Total

 

$

 

Notes sold by the underwriters to the p ublic will initially be offer e d at the in i t ial price to pu b lic set forth on the cover of this p ricing su p ple m ent. T he u n derwriters inte n d to purc h ase the n o t e s fr o m The G o ldm a n Sachs G r o up, I n c. at a p u rch a se p rice eq u al to t h e initial price to p ublic less a d isco u nt o f        % o f the p rincip a l a mo u nt o f the n otes. Any not e s sold by t h e u n derwriters to s e c u rities de a lers may be sold a t a dis c ount from t h e initial price to public of up to        % of the princip a l a mo u nt o f the n otes. T h e initial price to p u b lic f o r n o t e s p u rch a s e d by cer t ain retirement accounts and certain fee-b a s e d advisory acc o unts will vary between        % and 100% of the principal amount of the notes. Any sale of a note to a retirement account or fee - based advisory account at an i n iti a l p rice to pu b lic b e low 10 0 % of the principal am o unt will red u ce t h e un d erwriti n g disc o unt specified on the c o v e r of this pricing supple m ent with respect to such note. The initial price to public paid by any retirement account or f e e-based adviso r y account will be re d uced by t h e am o unt of any f e es f o re g one b y the secur i ti e s d eal e r or d eal e rs involved in the sale o f the n otes to such retirement account or fee-based advisory accou n t, but n o t by more t h an        % o f the principal a m ou n t o f the n o t e s. If all of the offered n o t e s are n o t sold at the initial price to public, the underwriters m a y change the offering price and the other selling terms. In addition to offers and sales at the initial price to public, the underwriters may offer the notes from time to time for sale in one or more transactions at market prices prevailing at the time of sale, at prices related to market prices or at negotiated prices.

 

Ple a se n ote t h at t h e information a bo u t the i n iti a l p rice to pu b lic a nd n e t proce e ds to T h e Gol d man S a c h s Grou p , Inc. on the front c o v e r p a ge relates only to t h e initial sale of t h e n o t e s. If y o u h a ve p urch a s e d a n o te in a mark e t -making transaction by Goldman Sachs & Co. LLC or any other affiliate of The G old m an Sachs Group, Inc. a fter the initial sale, information about the price and date of sale to you will be provided in a sepa r ate confir m ation of sale.

 

Each underwriter has rep r esented and agreed that it will not offer or sell the not e s in the United States or to United St a t es p e r s o ns e x c e p t i f s u c h o f f e r s or s al es a re ma de b y or t h ro u gh FINRA m e mber br o k e r-de a lers register e d with the U.S. Securities a n d Exch a nge Com m issio n .

 

T h e Gol d man S a c h s Grou p , Inc. e stim a t e s that its share of t h e t o t a l o f f e ri n g e x pe n s e s, e x cl u d i ng u n d er w r i t i ng discounts and commis s ions, whether p a id to Goldman Sachs & Co. LLC or any o t her underwriter, w ill be approxi m ately $        .

 

We expect to deliver the notes against payment therefor in New York, New York on July     , 2019.

 

T h e notes are a new issue o f securiti e s with no establi s h e d tra d ing m a rket. T he G o ldm a n Sachs G ro u p, I n c. has b e en a d vised by Goldman Sachs & Co. LLC and Incapit a l L LC th a t they may make a market in t h e not e s. Goldman Sachs & Co. LLC and Inca p it a l L LC are n ot o bli g ated to do so a n d may disc o ntinue m arket-making a t a n y time wit h o u t n o tice. No assur a nce can be g iv e n as to the li q uid i t y o f th e tradin g mar k e t fo r th e notes.

 

The Goldman Sachs G r oup, Inc. has agreed to indemni f y the several underwriters against certain l iabilities, including liabilities under the Securities Act of 1933.

 

Certain of the underwriters and their af f iliates have in the past provided, and may in the future from time to time provid e , investme n t b a nking a n d g e neral fina n ci n g and b anking s e rvic e s to The G old m an Sachs Grou p , Inc. a nd its affiliates, for which they have in the past received, and may in the future receive, customary fees. T he Goldman Sachs Group, Inc. and its affili a tes have in the past pro v ided, and m ay in the future from time to time provide, similar services to the underwriters and their a f filiates on customary terms and for custo m ary fees. Goldman Sachs & Co. LLC , one of the underwriters, is an affiliate of The Goldman Sachs Group, Inc. Please see “Plan of Distribution— C onf l icts of Interest” on p a ge 118 of t h e acc o mp a nying prosp e ctus.

 

Any notes which are the subject of the offering contemplated by this pricing supplement, the accompanying prospectus and the accompanying prospectus supplement may not be offered, sold or otherwise made available to any retail investor in the European Economic Area. Consequently no key information document required by Regulation (EU)

PS-7

 


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 2002/92/EC (as amended, the “Insurance Mediation Directive”), 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 Directive 2003/71/EC (as amended, the “Prospectus Directive”); 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.

 

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), the underwriters represent and agree that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of notes which are the subject of the offering contemplated by this pricing supplement, the accompanying prospectus and the accompanying prospectus supplement to the public in that Relevant Member State except that, with effect from and including the Relevant Implementation Date, an offer of such notes may be made to the public in that Relevant Member State:

a) at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive;

 

b)

at any time to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the relevant dealer or dealers nominated by the issuer for any such offer; or

c) at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of notes referred to above shall require us or any dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer of notes to the public” in relation to any notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe for the notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in the Relevant Member State.

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 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

PS-8

 


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 pricing 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 pricing 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.

PS-9

 


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 pricing 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 pricing 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 pricing 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.

 

 

PS-10

 


Confli c ts of I n te r est

 

GS&Co. is an affiliate of T h e Goldman Sachs Group, Inc. a nd, as such, will have a “co n flict of inter e st” in this offering of not e s wit h in t h e me a ning of Fi n a n ci a l In d ustry R eg ulatory Aut h ority, Inc. (FINRA) Rule 5 1 2 1 . Conse q ue n tly, this offering of notes will be conducted in compliance with the provisions of FINRA R u le 5121. GS&Co. will not be p e rmitted to sell notes in this o f fering to an acc o unt over w h ic h i t e x e r cis es di s c r e t i o n a ry a uthority wit h out the prior specific written a p proval of t h e acc o unt hol d er.

 

 


PS-11

 


We have not authorized anyone to provide any information or to make any representations other than those contained or incorporated by reference in this pricing 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 pricing supplement, the accompanying prospectus supplement and the accompanying prospectus is an offer to sell only the notes offered hereby, but only under c ircumstances and in jurisdictio n s where it is la w ful to do so. The information contained in this pricing supplement, the accompanying prospectus supplement and the accompanying prospectus is current only as of the respective dates of such documents.

TABLE OF CONTENTS
Pricing Supplement

Specific Terms of the Notes

PS-3

Additional Information Ab o ut the Notes

PS-5

Supplem e ntal Plan of Dis t ribution

PS-7

Conflicts of Interest

PS-11

 

 

 

 

Prospectus Supplement dated July 10, 2017

 

Use of Proceeds

S-2

Description of Notes We May Offer

S-3

Considerations Relating to Indexed Notes

S-20

United States Taxation

S-23

Employee Retirement Income Security Act

S-24

Supplemental Plan of Distribution

S-25

Validity of the Notes

S-27

 

 

Prospectus dated July 10, 2017

 

 

 

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

45

Description of Purchase Contracts We May Offer

61

Description of Units We May Offer

66

Description of Preferred Stock We May Offer

71

Description of Capital Stock of The Goldman Sachs Group, Inc.

79

Legal Ownership and Book-Entry Issuance

84

Considerations Relating to Floating Rate Securities

89

Considerations Relating to Indexed Securities

90

Considerations Relating to Securities Denominated or Payable in

 

or Linked to a Non-U.S. Dollar Currency

91

United States Taxation

94

Plan of Distribution

116

Conflicts of Interest

118

Employee Retirement Income Security Act

119

Validity of the Securities

120

Experts

120

Review of Unaudited Condensed Consolidated Financial

 

Statements by Independent Registered Public Accounting Firm

121

Cautionary Statement Pursuant to the Private Securities Litigation

 

Reform Act of 1995

121

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

 

The Goldman Sachs Group, Inc.

 

 

Callable Step-Up Fixed Rate Notes due 2024

 

 

 

 



____________

____________


Goldman Sachs & Co. LLC

Incapital LLC

 

 

 

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