Goldman Sachs Announces Pricing Terms of Its Tender Offer For Subordinated Notes
NEW YORK, May 23, 2017 — The Goldman Sachs Group, Inc. (NYSE: GS) (the “Company”) today announced the pricing terms of its previously announced tender offer (the “Offer”) to purchase for cash up to $750,000,000 aggregate principal amount of its outstanding 6.450% Subordinated Notes due 2036 (the “2036 Notes”), 5.950% Subordinated Notes due 2027 (the “2027 Notes” and, together with the 2036 Notes, the “Notes”) and 6.75% Subordinated Notes due 2037 (the “2037 Notes”). Earlier today, the Company announced that it will purchase $1,000,000,000 (the “Maximum Amount”) in combined aggregate principal amount of the 2036 Notes and the 2027 Notes and that it is terminating the Offer as to the 2037 Notes. The Offer is subject to the terms and conditions set forth in the related Offer to Purchase, dated May 9, 2017 (the “Offer to Purchase”).
In accordance with the terms of the Offer, the withdrawal deadline was 5:00 p.m., New York City time, on May 22, 2017. As a result, tendered Notes may no longer be withdrawn. The Offer will expire at 11:59 p.m., New York City time, on June 6, 2017, unless extended (such date and time, as the same may be extended, the “Expiration Time”). It is expected that payment for Notes accepted for payment will be made on June 8, 2017 (the “Settlement Date”).
The “Total Consideration” for each $1,000 principal amount of Notes of any series tendered and accepted for purchase pursuant to the Offer has been determined by reference to the applicable fixed spread specified for such series over the yield based on the bid-side price of the applicable U.S. Treasury Security specified for such series in the table below. Holders of Notes who validly tendered and did not validly withdraw their Notes on or before 5:00 p.m., New York City time, on May 22, 2017, the early tender deadline for the Offer (the “Early Tender Deadline”), and whose Notes are accepted for purchase will receive the applicable Total Consideration for such Notes, which includes an early tender payment of $50.00 per $1,000 principal amount of Notes accepted for purchase (the “Early Tender Premium”). Holders of Notes that are validly tendered after the Early Tender Deadline and on or before the Expiration Time and accepted for purchase will receive the applicable Tender Consideration for such Notes, which equals the applicable Total Consideration for such Notes minus the Early Tender Premium. Holders whose Notes are accepted for purchase pursuant to the Offer will also receive accrued and unpaid interest on their purchased Notes from the last interest payment date for such Notes to, but excluding, the Settlement Date.
Title of Security: 6.450% Subordinated Notes due 2036
CUSIP Number: 38143YAC7
Acceptance Priority Level: 1
Reference U.S. Treasury Security: 3% U.S. Treasury due February 15, 2047
U.S. Treasury Reference Yield: 2.929%
Fixed Spread (basis points): +145
Total Consideration (1)(2)(3): $1,264.29
Tender Consideration(1)(3): $1,214.29
Title of Security: 5.950% Subordinated Notes due 2027
CUSIP Number: 38141GES9
Acceptance Priority Level: 2
Reference U.S. Treasury Security: 2.25% U.S. Treasury due February 15, 2027
U.S. Treasury Reference Yield: 2.273%
Fixed Spread (basis points): +135
Total Consideration (1)(2)(3): $1,187.27
Tender Consideration(1)(3): $1,137.27
(1) Per $1,000 principal amount of Notes validly tendered and accepted for purchase.
(2) The Total Consideration includes the Early Tender Premium of $50 per $1,000 principal amount of Notes.
(3) Does not include accrued interest, which will be paid on Notes accepted for purchase.
On the Settlement Date, if purchasing all 2036 Notes validly tendered and not validly withdrawn would cause the Maximum Amount to be exceeded, the amount of 2036 Notes purchased in the Offer will be prorated based on the aggregate principal amount of 2036 Notes tendered such that the Maximum Amount will not be exceeded, and no 2027 Notes will be purchased in the Offer. If the amount of 2036 Notes validly tendered and not validly withdrawn is less than the Maximum Amount, the Company will purchase all 2036 Notes validly tendered and not validly withdrawn, and the amount of 2027 Notes purchased in the Offer will be prorated based on the aggregate principal amount of 2027 Notes tendered such that the aggregate principal amount of 2036 Notes and 2027 Notes purchased will not exceed the Maximum Amount.
The Offer remains subject to the satisfaction or waiver of certain conditions set forth in the Offer to Purchase but is not conditioned upon any minimum amount of Notes being tendered. Subject to applicable law, the Offer may be amended, extended, terminated or withdrawn. Notes tendered pursuant to the Offer and not purchased due to the priority acceptance procedures, proration or termination of the Offer will be returned to the tendering holders promptly following the Expiration Time or earlier termination of the Offer.
The Goldman Sachs Group, Inc. has retained Goldman Sachs & Co. LLC to act as the dealer manager (the “Dealer Manager”) for the Offer. Global Bondholder Services Corporation is acting as the Information Agent and Depositary for the Offer. Questions regarding the terms of the Offer should be directed to Goldman Sachs & Co. LLC at (800) 828-3182 (toll-free) or (212) 357-1039 (collect). Requests for documentation and any questions regarding procedures for tendering Notes should be directed to Global Bondholder Services Corporation at (866) 470-3800 (toll-free) or (212) 430-3774 (collect) or by e-mail at email@example.com.
This announcement is for informational purposes only. This announcement is not an offer to purchase or a solicitation of an offer to sell the Notes. The Offer is being made solely pursuant to the Offer to Purchase and related documents. The Offer is not being made to holders of the Notes 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 Offer to be made by a licensed broker or dealer, the 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.
Goldman Sachs & Co. LLC
Liability Management Group
200 West Street
New York, NY 10282
Information Agent and Depositary
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 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