Goldman Sachs Commences Tender Offer to Purchase Up to $400,000,000 Liquidation Amount of the Outstanding Normal Automatic Preferred Enhanced Capital Securities of Goldman Sachs Capital II and Goldman Sachs Capital III
NEW YORK, February 16, 2016 — The Goldman Sachs Group, Inc. (NYSE: GS) today announced the commencement of a tender offer (the “Tender Offer”) to purchase for cash up to $400,000,000 aggregate liquidation amount of the Normal Automatic Preferred Enhanced Capital Securities listed below (which we refer to in the singular and plural as “Apex”):
Series of Securities: 5.793% Fixed-to-Floating Rate Normal Automatic Preferred Enhanced Capital Securities, $1,000 liquidation amount per Apex
Issuer: Goldman Sachs Capital II (“GS Capital II”)
CUSIP No.: 381427AA1
Aggregate Liquidation Amount Outstanding: $1,750,000,000
Offer Price(1) :$750 per Apex
Series of Securities: Floating Rate Normal Automatic Preferred Enhanced Capital Securities, $1,000 liquidation amount per Apex
Issuer: Goldman Sachs Capital III (“GS Capital III”)
CUSIP No.: 38144QAA7
Aggregate Liquidation Amount Outstanding: $500,000,000
Offer Price(1) :$750 per Apex
(1) The Offer Price will be paid together with Accrued Distributions to, but excluding, the date on which we will pay for Apex accepted in the Tender Offer (the “Settlement Date”). “Accrued Distributions” for any Apex are distributions that would be payable thereon if the current dividend period of the underlying preferred shares ended on the Settlement Date and we had paid the relevant dividend on the Settlement Date. If the Tender Offer is not extended or earlier terminated, we expect that the Settlement Date will be March 16, 2016 and Accrued Distributions will equal $1.67 per Apex.
The Goldman Sachs Group, Inc. is the sponsor of GS Capital II and GS Capital III. The GS Capital II Apex are listed on the NYSE Arca under the symbol “GS/43PE” and the GS Capital III Apex are listed on the NYSE Arca under the symbol “GS/43PF”.
The terms and conditions of the Tender Offer are described in the Offer to Purchase (the “Offer to Purchase”) and the accompanying Letter of Transmittal, both dated February 16, 2016 (together with the Offer to Purchase, the “Offer Materials”). The Tender Offer is not conditioned upon any minimum number of Apex being tendered but is subject to the satisfaction of certain conditions, including a financing condition, described in the Offer to Purchase.
The Tender Offer is scheduled to expire at 11:59 p.m., New York City time, on Monday, March 14, 2016, unless extended or earlier terminated by The Goldman Sachs Group, Inc. (the “Expiration Time”). Tendered Apex may be withdrawn at any time at or prior to the Expiration Time by following the procedures described in the Offer to Purchase. If the Tender Offer is not extended or earlier terminated, we expect that the Settlement Date for the Tender Offer, which will be promptly after the Expiration Time, will be March 16, 2016.
If the aggregate liquidation amount of the Apex that are validly tendered and not properly withdrawn as of the Expiration Time exceeds $400,000,000 and the conditions of the Tender Offer are met or waived, we will prorate the Apex we accept for purchase, as described in the Offer to Purchase.
The Offer Materials are being sent to holders of the Apex and holders may obtain copies of the Offer Materials online at the website of the Securities and Exchange Commission (“SEC”) at www.sec.gov as exhibits to the Tender Offer Statement on Schedule TO filed by us with the SEC on the date hereof. Holders are urged to read the Offer Materials carefully before making any decision with respect to the Tender Offer. Holders must make their own decisions as to whether to participate in the Tender Offer, and if they decide to do so, the number of Apex to tender.
The Goldman Sachs Group, Inc. has retained Goldman, Sachs & Co. to act as the dealer manager (the “Dealer Manager”) for the Tender Offer. Global Bondholder Services Corporation will act as the Depositary and the Information Agent for the Tender Offer. Questions regarding the Tender Offer should be directed to Goldman, Sachs & Co. at (800) 828-3182 (toll-free) or (212) 902-5183 (collect). Requests for documentation should be directed to Global Bondholder Services Corporation at (866) 470-3800 (toll-free) or (212) 430-3774 (collect).
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY. THIS ANNOUNCEMENT IS NOT AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL ANY APEX. THE TENDER OFFER IS BEING MADE SOLELY PURSUANT TO THE OFFER TO PURCHASE AND RELATED DOCUMENTS, WHICH SET FORTH THE COMPLETE TERMS OF THE OFFER THAT HOLDERS OF APEX SHOULD CAREFULLY READ PRIOR TO MAKING ANY DECISION.
THE TENDER OFFER IS NOT BEING MADE TO HOLDERS OF APEX IN ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE SECURITIES, BLUE SKY OR OTHER LAWS OF SUCH JURISDICTION. IN ANY JURISDICTION IN WHICH THE SECURITIES LAWS OR BLUE SKY LAWS REQUIRE THE TENDER OFFER TO BE MADE BY A LICENSED BROKER OR DEALER, THE TENDER OFFER WILL BE DEEMED TO BE MADE ON BEHALF OF THE GOLDMAN SACHS GROUP, INC. BY THE DEALER MANAGER OR ONE OR MORE REGISTERED BROKERS OR DEALERS THAT ARE LICENSED UNDER THE LAWS OF SUCH JURISDICTION.
Cautionary Note Regarding Forward-Looking Statements
This press release contains “forward-looking statements.” Forward-looking statements are not historical facts, but instead represent only the firm’s beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of the firm’s control. These forward-looking statements are not guarantees of future performance or determinations, nor should they be relied upon as representing management’s views as of any subsequent date. Forward-looking statements involve significant risks and uncertainties and actual results may differ materially from those presented, either expressed or implied, in this press release. You should carefully consider those risks and uncertainties in reading this press release. For a discussion of some of the risks and important factors that could affect our future results and financial condition, see “Risk Factors” in Part I, Item 1A of the firm’s Annual Report on Form 10-K for the year ended December 31, 2014.
Goldman, Sachs & Co.
Liability Management Group
200 West Street
New York, NY 10282
Depositary and Information Agent
Global Bondholder Services Corporation
New York, NY 10006
The Goldman Sachs Group, Inc. is a leading 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 high-net-worth individuals. Founded in 1869, the firm is headquartered in New York and maintains offices in all major financial centers around the world.
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Tel: +1 212 902 5400
Dane E. Holmes
Tel: +1 212 902 0300