Introduction. Description and securities identification number The present securities are Step Up & Step Down Securities (the "Securities"). ISIN: XS2688686075 WKN: GP2LD4 Common Code: 268868607 The Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇-▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇. Competent authority The Base Prospectus was approved on 23 February 2023 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), ▇▇▇▇▇-▇▇▇▇▇-▇▇▇. ▇▇-▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Federal Republic of Germany (phone number: +▇▇ (▇)▇▇▇ ▇▇▇▇▇). Domicile and legal form, legislation and country of incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs International ("GSI") or an appropriately licensed affiliate of GSI. GSFCI issues debt securities primarily to raise funding which is lent to other members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors The directors of Goldman Sachs Finance Corp International Ltd are ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. Statutory Auditors The annual financial statements of GSFCI for the periods ended 31 December 2022 and 31 December 2021 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 7 More ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2022 for each of the two years in the period ended 31 December 2022 and 31 December 2021 and from the unaudited interim financial statements for the six months ended 30 June 2023. * As values are nil they are not included in the financial statements as of 31 December 2022 and/or in the interim financial statements for the six months ended 30 June 2023. Operating profit/(loss) 36 78 78 (23) Total assets 34,720 16,605 39,858 Total shareholder’s equity 709 184 514 Cash flows from operating activities (outflow) 1 4 3 24 Cash flows from financing activities N/A N/A 0* 0* Cash flows from investing activities 0* 0* 0* 0* The Issuer is subject to the following key risks: x Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 2022. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. x Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. x Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities The present Securities are Step Up & Step Down Securities. ISIN: XS2688686075 WKN: GP2LD4 Common Code: 268868607 Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi ▇▇▇▇▇▇ ▇▇, B-1210 Brussels, and/or Clearstream Banking, société anonyme, ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (▇▇▇ "Relevant Clearing System"). Currency, issue size, term of the Securities The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: EUR 50,000,000 The Securities have a fixed maturity. Rights attached to the Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guaran- tee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a return on the Securities. Effect of underlying instrument(s) on value of investment In the case of Step Up & Step Down Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal, subject to a termination of the Securities. Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and a fixed coupon, i.e. the Fixed Step Rate for the respective Coupon Period in the Fixed Step Rate Period (as set out below). Settlement Date: 26 February 2029 Coupon Period: Means each period commencing on (and including) the Coupon Commencement Date or any Coupon Payment Date and ending on (but excluding) the next Coupon Payment, and each Coupon Period shall commence on or end on, as the case may be, the date on which the relevant Coupon Payment Date is scheduled to fall, disregarding any adjustment in accordance with the Business Day Convention (if any). Business Day Convention: If the Coupon Payment Date falls on a date which is not a Payment Date, the Coupon Payment Date shall not be adjusted in accordance with any Business Day Convention. Nominal: EUR 1,000.00 Coupon Amount: Nominal multiplied by the Fixed Step Rate considering the Coupon Day Count Fraction (30/360) Coupon Payment Date(s): Coupon Payment Date (1): 26 February 2025 Coupon Payment Date (2): 26 February 2026 Coupon Payment Date (3): 26 February 2027 Coupon Payment Date (4): 26 February 2028 Coupon Payment Date (5): 26 February 2029 Relative seniority of the Securities The Securities of each Series constitute direct, unsecured, and unsubordinated obligations of the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability of the Securities Subject to potential selling restrictions, the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF Stuttgart Stock Exchange Nature and scope of the guarantee The obligations of Goldman Sachs Finance Corp International Ltd to pay of the Settlement Amount and any other amounts payable pursuant to the terms and conditions of the Securities are unconditionally and irrevocably guaranteed by the guarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Coupon Period Fixed Step Rate Period Fixed Step Rate 1 From (including) 26 February 2024 till (excluding) 26 February 2025 2.75 per cent. per annum
Appears in 1 contract
Sources: Step Up & Step Down Securities
Introduction. Description and securities identification number The present securities are Step Up & Step Down Capped Minimum Amount Securities linked to the S&P 500® Index (the "Securities"). ISIN: XS2688686075 JE00BS6BJ507 WKN: GP2LD4 GP3MPE Common Code: 268868607 181991291 The Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇-▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇. ▇ Competent authority The Base Prospectus was approved on 23 February 2023 13 March 2024 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), ▇▇▇▇▇-▇▇▇▇▇-▇▇▇. ▇▇24-▇▇28, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇60439 Frankfurt, Federal Republic of Germany (phone number: +▇▇ (▇)▇▇▇ ▇▇▇▇▇). Domicile and legal form, legislation and country of incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs International Bank Europe SE ("GSIGSBE") or an appropriately licensed affiliate of GSIGSBE. GSFCI issues debt securities primarily to raise funding which is lent to other members of the corporate groupaffiliates. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors The directors of Goldman Sachs Finance Corp International Ltd Ltd. are ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇. Statutory Auditors The annual financial statements of GSFCI for the periods ended 31 December 2022 2023 and 31 December 2021 2022 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 7 More ▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2022 2023 for each of the two years in the period ended 31 December 2022 2023 and 31 December 2021 2022 and from the unaudited interim financial statements for the six months ended 30 June 20232024. * *As values are nil they are not included in the financial statements as of 31 December 2023 and in the financial statements as of 31 December 2022 and/or in the interim financial statements for the six months ended 30 June 20232024. Operating profit/(loss) 62 36 78 (10) 78 (23in millions USD) As of 31 December 2023 (audited) As of 31 December 2022 (audited) As of 30 June 202(unaudited) Total assets 46,356 34,720 16,605 39,858 Total shareholder’s equity 709 184 514 49,308 7RWDO VKDUH ▇▇▇ ▇▇▇ ▇▇▇ Cash flows from operating activities (outflow) 6 1 4 (210) 3 24 Cash flows from financing activities N/A N/A 0* 200 0* Cash flows from investing activities 0* 0* 0* 0* The Issuer is subject to the following key risks: x Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The issued authorised share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20222023. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. x Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. x Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive WR *6)&,¶V OLTXLGLW\ $ UHGXFWLRQ* 6L)Q& ,*¶6V* ¶OVL TFXULHGG position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to LWV FUHGLW ULVN *6&),¶V OLTXLGLW\ FRXOG aEn Hina bilLityPtoS access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities The present Securities are Step Up & Step Down SecuritiesCapped Minimum Amount Securities linked to the Underlying. ISIN: XS2688686075 JE00BS6BJ507 WKN: GP2LD4 GP3MPE Common Code: 268868607 181991291 Underlying: S&P 500® Index (Reuters Code: .SPX) Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi ▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇, B-1210 Brussels, and/or Clearstream Banking, société anonyme, ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (▇▇▇ the "Relevant Clearing System"). Currency, issue size, term of the Securities The Settlement Currency of the Securities is Euro US-Dollar ("EURUSD"). Issue Size: EUR 50,000,000 150,000 Securities The Securities have a fixed maturity. Rights attached to the Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guaran- tee Guarantee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. Effect of underlying instrument(s) on value of investment In the case of Step Up & Step Down Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal, subject to a termination of the Securities. Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and a fixed coupon, i.e. the Fixed Step Rate for the respective Coupon Period in the Fixed Step Rate Period (as set out below). Settlement Date: 26 February 2029 Coupon Period: Means each period commencing on (and including) the Coupon Commencement Date or any Coupon Payment Date and ending on (but excluding) the next Coupon Payment, and each Coupon Period shall commence on or end on, as the case may be, the date on which the relevant Coupon Payment Date is scheduled to fall, disregarding any adjustment in accordance with the Business Day Convention (if any). Business Day Convention: If the Coupon Payment Date falls on a date which is not a Payment Date, the Coupon Payment Date shall not be adjusted in accordance with any Business Day Convention. Nominal: EUR 1,000.00 Coupon Amount: Nominal multiplied by the Fixed Step Rate considering the Coupon Day Count Fraction (30/360) Coupon Payment Date(s): Coupon Payment Date (1): 26 February 2025 Coupon Payment Date (2): 26 February 2026 Coupon Payment Date (3): 26 February 2027 Coupon Payment Date (4): 26 February 2028 Coupon Payment Date (5): 26 February 2029 Relative seniority of the Securities The Securities of each Series constitute direct, unsecured, and unsubordinated obligations of the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability of the Securities Subject to potential selling restrictions, the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF Stuttgart Stock Exchange Nature and scope of the guarantee The obligations of Goldman Sachs Finance Corp International Ltd to pay of the Settlement Amount and any other amounts payable pursuant to the terms and conditions of the Securities are unconditionally and irrevocably guaranteed by the guarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Coupon Period Fixed Step Rate Period Fixed Step Rate 1 From (including) 26 February 2024 till (excluding) 26 February 2025 2.75 per cent. per annum.
Appears in 1 contract
Sources: Final Terms
Introduction. Description and securities identification number number The present securities are Step Up & Step Down Autocallable Securities linked to Rheinmetall AG (the "Securities"). ISIN: XS2688686075 JE00BLS32K19 WKN: GP2LD4 GK1T7U Valor: 116687193 Common Code: 268868607 239021328 The Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇-▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇. ▇ Competent authority The Base Prospectus was approved on 23 February 2023 6 July 2022 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), ▇▇▇▇▇Marie- Curie-▇▇▇▇▇Str. 24-▇▇▇. ▇▇-▇▇28, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇60439 Frankfurt, Federal Republic of Germany (phone number: +▇▇ (▇)▇▇▇ ▇▇▇▇▇). Domicile and legal form, legislation and country of incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs International ("GSI") or an appropriately licensed affiliate of GSI. GSFCI issues debt securities primarily to raise funding which is lent to other members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors The directors of Goldman Sachs Finance Corp International Ltd Ltd. are ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. Statutory Auditors Auditors The annual financial statements of GSFCI for the periods ended 31 December 2022 2021 and 31 December 2021 2020 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 7 More ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2022 2021 for each of the two years in the period ended 31 December 2022 2021 and 31 December 2021 and 2020. Summary information – income statement Year ended 31 December 2021 (audited) Year ended 31 December 2020 (audited) (in millions USD) (in millions USD) Selected income statement data Operating profit 78 38 Summary information – balance sheet As of 31 December 2021 (audited) As of 31 December 2020 (audited) (in millions USD) (in millions USD) Total assets 16,605 15,518 Total shareholder’s equity 184 48 Summary information – cash flow Year ended 31 December 2021 (audited) Year ended 31 December 2020 (audited) (in millions USD) (in millions USD) Cash flows from the unaudited interim financial statements for the six months ended 30 June 2023. operating activities (outflow) 4 (131) Cash flows from financing activities N/A 125 Cash flows from investing activities 0* 0* * As values are nil they are not included in the financial statements as of 31 December 2022 and/or 2021 and in the interim financial statements for the six months ended 30 June 2023as of 31 December 2020. Operating profit/(loss) 36 78 78 (23) Total assets 34,720 16,605 39,858 Total shareholder’s equity 709 184 514 Cash flows from operating activities (outflow) 1 4 3 24 Cash flows from financing activities N/A N/A 0* 0* Cash flows from investing activities 0* 0* 0* 0* The Issuer is subject to the following key risks: x risks: • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20222019. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. x • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. x • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities The present Securities are Step Up & Step Down SecuritiesAutocallable Securities linked to the Underlying. ISIN: XS2688686075 JE00BLS32K19 WKN: GP2LD4 GK1T7U Valor: 116687193 Common Code: 268868607 239021328 Underlying: Rheinmetall AG (ISIN: DE0007030009) Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi ▇▇▇▇▇▇ ▇▇, B-1210 Brussels, and/or Clearstream Banking, société anonyme, ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (▇▇▇ "Relevant Clearing System"). Currency, issue issues size, term of the Securities The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: EUR 50,000,000 The 10,000 Securities have a fixed maturity. Rights attached to the Securities Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guaran- tee Guarantee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. Effect of underlying instrument(s) on value of investment In the case of Step Up & Step Down Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal, subject to a termination of the Securities. Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and a fixed coupon, i.e. the Fixed Step Rate for the respective Coupon Period in the Fixed Step Rate Period (as set out below). Settlement Date: 26 February 2029 Coupon Period: Means each period commencing on (and including) the Coupon Commencement Date or any Coupon Payment Date and ending on (but excluding) the next Coupon Payment, and each Coupon Period shall commence on or end on, as the case may be, the date on which the relevant Coupon Payment Date is scheduled to fall, disregarding any adjustment in accordance with the Business Day Convention (if any). Business Day Convention: If the Coupon Payment Date falls on a date which is not a Payment Date, the Coupon Payment Date shall not be adjusted in accordance with any Business Day Convention. Nominal: EUR 1,000.00 Coupon Amount: Nominal multiplied by the Fixed Step Rate considering the Coupon Day Count Fraction (30/360) Coupon Payment Date(s): Coupon Payment Date (1): 26 February 2025 Coupon Payment Date (2): 26 February 2026 Coupon Payment Date (3): 26 February 2027 Coupon Payment Date (4): 26 February 2028 Coupon Payment Date (5): 26 February 2029 Relative seniority of the Securities The Securities of each Series constitute direct, unsecured, and unsubordinated obligations of the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability of the Securities Subject to potential selling restrictions, the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF Stuttgart Stock Exchange Nature and scope of the guarantee The obligations of Goldman Sachs Finance Corp International Ltd to pay of the Settlement Amount and any other amounts payable pursuant to the terms and conditions of the Securities are unconditionally and irrevocably guaranteed by the guarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Coupon Period Fixed Step Rate Period Fixed Step Rate 1 From (including) 26 February 2024 till (excluding) 26 February 2025 2.75 per cent. per annum.
Appears in 1 contract
Sources: Endgültige Bedingungen
Introduction. Description and securities identification number The present securities are Step Up & Step Down Securities (the "Securities"). ISIN: XS2688686075 XS2481055775 WKN: GP2LD4 GK1T7V Valor: 30258294 Common Code: 268868607 248105577 The Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇-▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇. Competent authority The Base Prospectus was approved on 23 February 2023 7 April 2022 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), ▇▇▇▇▇Marie- Curie-▇▇▇▇▇Str. 24-▇▇▇. ▇▇-▇▇28, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇60439 Frankfurt, Federal Republic of Germany (phone number: +▇▇ (▇)▇▇▇ ▇▇▇▇▇). Domicile and legal form, legislation and country of incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs International ("GSI") or an appropriately licensed affiliate of GSI. GSFCI issues debt securities primarily to raise funding which is lent to other members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors The directors of Goldman Sachs Finance Corp International Ltd Ltd. are ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. Statutory Auditors The annual financial statements of GSFCI for the periods ended 31 December 2022 2021 and 31 December 2021 2020 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 7 More ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2022 2021 for each of the two years in the period ended 31 December 2022 2021 and 31 December 2020. Summary information – income statement Year ended 31 December 2021 and (audited) Year ended 31 December 2020 (audited) IFRS (in millions USD) IFRS (in millions USD) Selected income statement data Operating profit 78 38 Summary information – balance sheet As of 31 December 2021 (audited) As of 31 December 2020 (audited) IFRS (in millions USD) IFRS (in millions USD) Total assets 16,605 15,518 Total shareholder’s equity 184 48 Summary information – cash flow Year ended 31 December 2021 (audited) Year ended 31 December 2020 (audited) IFRS (in millions USD) IFRS (in millions USD) Cash flows from the unaudited interim financial statements for the six months ended 30 June 2023. operating ac- tivities (outflow) 4 (131) Cash flows from financing ac- tivities N/A 125 Cash flows from investing ac- tivities 0* 0* * As values are nil they are not included in the financial statements as of 31 December 2022 and/or 2021 and in the interim financial statements for the six months ended 30 June 2023as of 31 December 2020. Operating profit/(loss) 36 78 78 (23) Total assets 34,720 16,605 39,858 Total shareholder’s equity 709 184 514 Cash flows from operating activities (outflow) 1 4 3 24 Cash flows from financing activities N/A N/A 0* 0* Cash flows from investing activities 0* 0* 0* 0* The Issuer is subject to the following key risks: x • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20222019. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. x • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. x • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities The present Securities are Step Up & Step Down Securities. ISIN: XS2688686075 XS2481055775 WKN: GP2LD4 GK1T7V Valor: 30258294 Common Code: 268868607 248105577 Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi ▇▇▇▇▇▇ ▇▇, B-1210 Brussels, and/or Clearstream Banking, société anonyme, ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (▇▇▇ "Relevant Clearing System"). Currency, issue issues size, term of the Securities The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: EUR 50,000,000 The Securities have a fixed maturity. 100,000,000 Rights attached to the Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guaran- tee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a return on the Securities. Effect of underlying instrument(s) on value of investment In the case of Step Up & Step Down Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal, subject to a termination of the Securities. Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and a fixed coupon, i.e. the Fixed Step Rate for the respective Coupon Period in the Fixed Step Rate Period (as set out below). Settlement Date: 26 February 2029 Coupon Period: Means each period commencing on (and including) the Coupon Commencement Date or any Coupon Payment Date and ending on (but excluding) the next Coupon Payment, and each Coupon Period shall commence on or end on, as the case may be, the date on which the relevant Coupon Payment Date is scheduled to fall, disregarding any adjustment in accordance with the Business Day Convention (if any). Business Day Convention: If the Coupon Payment Date falls on a date which is not a Payment Date, the Coupon Payment Date shall not be adjusted in accordance with any Business Day Convention. Nominal: EUR 1,000.00 Coupon Amount: Nominal multiplied by the Fixed Step Rate considering the Coupon Day Count Fraction (30/360) Coupon Payment Date(s): Coupon Payment Date (1): 26 February 2025 Coupon Payment Date (2): 26 February 2026 Coupon Payment Date (3): 26 February 2027 Coupon Payment Date (4): 26 February 2028 Coupon Payment Date (5): 26 February 2029 Relative seniority of the Securities The Securities of each Series constitute direct, unsecured, and unsubordinated obligations of the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability of the Securities Subject to potential selling restrictions, the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF Stuttgart Stock Exchange Nature and scope of the guarantee The obligations of Goldman Sachs Finance Corp International Ltd to pay of the Settlement Amount and any other amounts payable pursuant to the terms and conditions of the Securities are unconditionally and irrevocably guaranteed by the guarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Coupon Period Fixed Step Rate Period Fixed Step Rate 1 From (including) 26 February 2024 till (excluding) 26 February 2025 2.75 per cent. per annum.
Appears in 1 contract
Sources: Step Up & Step Down Securities
Introduction. Description and securities identification number number The present securities are Step Up & Step Down Autocallable Securities linked to ▇▇▇▇▇▇.▇▇▇, Inc. (the "Securities"). ISIN: XS2688686075 WKN▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇: GP2LD4 GP2K7T Common Code: 268868607 181495103 The Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇-▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇. ▇ Competent authority The Base Prospectus was approved on 23 February 17 March 2023 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), ▇▇▇▇▇-▇▇▇▇▇-▇▇▇. ▇▇-▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Federal Republic of Germany (phone number: +▇▇ (▇)▇▇▇ ▇▇▇▇▇). Domicile and legal form, legislation and country of incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs International ("GSI") or an appropriately licensed affiliate of GSI. GSFCI issues debt securities primarily to raise funding which is lent to other members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors The directors of Goldman Sachs Finance Corp International Ltd are ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. Statutory Auditors Auditors The annual financial statements of GSFCI for the periods ended 31 December 2022 and 31 December 2021 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 7 More ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2022 for each of the two years in the period ended 31 December 2022 and 31 December 2021 and from the unaudited interim financial statements for the six months ended 30 June 2023. * As values are nil they are not included Summary information – income statement (in the financial statements as of millions USD) Year ended 31 December 2022 and/or in the interim financial statements for the six (audited) Year ended 31 December 2021 (audited) Six months ended 30 June 2023. 2023 (unaudited) Six months ended 30 June 2022 (unaudited) Selected income statement data Operating profit/(loss) profit/(loss) 36 78 78 (23) Summary information – balance sheet (in millions USD) As of 31 December 2022 (audited) As of 31 December 2021 (audited) As of 30 June 2023 (unaudited) Total assets assets 34,720 16,605 39,858 Total shareholder’s equity equity 709 184 514 Summary information – cash flow (in millions USD) Year ended 31 December 2022 (audited) Year ended 31 December 2021 (audited) Six months ended 30 June 2023 (unaudited) Six months ended 30 June 2022 (unaudited) Cash flows from operating activities (outflow) outflow) 1 4 3 24 Cash flows from financing activities activities N/A N/A 0* 0* Cash flows from investing activities activities 0* 0* 0* 0* The Issuer is subject to the following key risks: x risks: • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 2022. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. x • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. x • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities The present Securities are Step Up & Step Down SecuritiesAutocallable Securities linked to the Underlying. ISIN: XS2688686075 JE00BGBB6722 WKN: GP2LD4 GP2K7T Common Code: 268868607 181495103 Underlying: ▇▇▇▇▇▇.▇▇▇, Inc. (ISIN: US0231351067) Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi ▇▇▇▇▇▇ ▇▇, B-1210 Brussels, and/or Clearstream Banking, société anonyme, ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (▇▇▇ "Relevant Clearing System"). Currency, issue size, term of the Securities Securities The Settlement Currency of the Securities is Euro US-Dollar ("EURUSD"). Issue Size: EUR 50,000,000 10,000 Securities The Securities have a fixed maturity. Rights attached to the Securities Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guaran- tee Guarantee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. Effect of underlying instrument(s) on value of investment In the case of Step Up & Step Down Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal, subject to a termination of the Securities. Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and a fixed coupon, i.e. the Fixed Step Rate for the respective Coupon Period in the Fixed Step Rate Period (as set out below). Settlement Date: 26 February 2029 Coupon Period: Means each period commencing on (and including) the Coupon Commencement Date or any Coupon Payment Date and ending on (but excluding) the next Coupon Payment, and each Coupon Period shall commence on or end on, as the case may be, the date on which the relevant Coupon Payment Date is scheduled to fall, disregarding any adjustment in accordance with the Business Day Convention (if any). Business Day Convention: If the Coupon Payment Date falls on a date which is not a Payment Date, the Coupon Payment Date shall not be adjusted in accordance with any Business Day Convention. Nominal: EUR 1,000.00 Coupon Amount: Nominal multiplied by the Fixed Step Rate considering the Coupon Day Count Fraction (30/360) Coupon Payment Date(s): Coupon Payment Date (1): 26 February 2025 Coupon Payment Date (2): 26 February 2026 Coupon Payment Date (3): 26 February 2027 Coupon Payment Date (4): 26 February 2028 Coupon Payment Date (5): 26 February 2029 Relative seniority of the Securities The Securities of each Series constitute direct, unsecured, and unsubordinated obligations of the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability of the Securities Subject to potential selling restrictions, the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF Stuttgart Stock Exchange Nature and scope of the guarantee The obligations of Goldman Sachs Finance Corp International Ltd to pay of the Settlement Amount and any other amounts payable pursuant to the terms and conditions of the Securities are unconditionally and irrevocably guaranteed by the guarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Coupon Period Fixed Step Rate Period Fixed Step Rate 1 From (including) 26 February 2024 till (excluding) 26 February 2025 2.75 per cent. per annum.
Appears in 1 contract
Sources: Endgültige Bedingungen
Introduction. Description and securities identification number The present securities are Step Up & Step Down Securities (the "Securities"). ISIN: XS2688686075 XS2481007024 WKN: GP2LD4 GK1T7R Valor: 117747021 Common Code: 268868607 248100702 The Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇-▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇. Competent authority The Base Prospectus was approved on 23 February 2023 7 April 2022 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), ▇▇▇▇▇Marie- Curie-▇▇▇▇▇Str. 24-▇▇▇. ▇▇-▇▇28, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇60439 Frankfurt, Federal Republic of Germany (phone number: +▇▇ (▇)▇▇▇ ▇▇▇▇▇). Domicile and legal form, legislation and country of incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs International ("GSI") or an appropriately licensed affiliate of GSI. GSFCI issues debt securities primarily to raise funding which is lent to other members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors The directors of Goldman Sachs Finance Corp International Ltd Ltd. are ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Mertz and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇. Statutory Auditors The annual financial statements of GSFCI for the periods ended 31 December 2022 2021 and 31 December 2021 2020 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 7 More ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2022 2021 for each of the two years in the period ended 31 December 2022 2021 and 31 December 2020. Summary information – income statement Year ended 31 December 2021 and (audited) Year ended 31 December 2020 (audited) IFRS (in millions USD) IFRS (in millions USD) Selected income statement data Operating profit 78 38 Summary information – balance sheet As of 31 December 2021 (audited) As of 31 December 2020 (audited) IFRS (in millions USD) IFRS (in millions USD) Total assets 16,605 15,518 Total shareholder’s equity 184 48 Summary information – cash flow Year ended 31 December 2021 (audited) Year ended 31 December 2020 (audited) IFRS (in millions USD) IFRS (in millions USD) Cash flows from the unaudited interim financial statements for the six months ended 30 June 2023. operating ac- tivities (outflow) 4 (131) Cash flows from financing ac- tivities N/A 125 Cash flows from investing ac- tivities 0* 0* * As values are nil they are not included in the financial statements as of 31 December 2022 and/or 2021 and in the interim financial statements for the six months ended 30 June 2023as of 31 December 2020. Operating profit/(loss) 36 78 78 (23) Total assets 34,720 16,605 39,858 Total shareholder’s equity 709 184 514 Cash flows from operating activities (outflow) 1 4 3 24 Cash flows from financing activities N/A N/A 0* 0* Cash flows from investing activities 0* 0* 0* 0* The Issuer is subject to the following key risks: x • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20222019. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. x • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. x • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities The present Securities are Step Up & Step Down Securities. ISIN: XS2688686075 XS2481007024 WKN: GP2LD4 GK1T7R Valor: 117747021 Common Code: 268868607 248100702 Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi ▇▇▇▇▇▇ ▇▇, B-1210 Brussels, and/or Clearstream Banking, société anonyme, ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (▇▇▇ "Relevant Clearing System"). Currency, issue issues size, term of the Securities The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: EUR 50,000,000 The Securities have a fixed maturity. 100,000,000 Rights attached to the Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guaran- tee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a return on the Securities. Effect of underlying instrument(s) on value of investment In the case of Step Up & Step Down Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal, subject to a termination of the Securities. Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and a fixed coupon, i.e. the Fixed Step Rate for the respective Coupon Period in the Fixed Step Rate Period (as set out below). Settlement Date: 26 February 2029 Coupon Period: Means each period commencing on (and including) the Coupon Commencement Date or any Coupon Payment Date and ending on (but excluding) the next Coupon Payment, and each Coupon Period shall commence on or end on, as the case may be, the date on which the relevant Coupon Payment Date is scheduled to fall, disregarding any adjustment in accordance with the Business Day Convention (if any). Business Day Convention: If the Coupon Payment Date falls on a date which is not a Payment Date, the Coupon Payment Date shall not be adjusted in accordance with any Business Day Convention. Nominal: EUR 1,000.00 Coupon Amount: Nominal multiplied by the Fixed Step Rate considering the Coupon Day Count Fraction (30/360) Coupon Payment Date(s): Coupon Payment Date (1): 26 February 2025 Coupon Payment Date (2): 26 February 2026 Coupon Payment Date (3): 26 February 2027 Coupon Payment Date (4): 26 February 2028 Coupon Payment Date (5): 26 February 2029 Relative seniority of the Securities The Securities of each Series constitute direct, unsecured, and unsubordinated obligations of the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability of the Securities Subject to potential selling restrictions, the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF Stuttgart Stock Exchange Nature and scope of the guarantee The obligations of Goldman Sachs Finance Corp International Ltd to pay of the Settlement Amount and any other amounts payable pursuant to the terms and conditions of the Securities are unconditionally and irrevocably guaranteed by the guarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Coupon Period Fixed Step Rate Period Fixed Step Rate 1 From (including) 26 February 2024 till (excluding) 26 February 2025 2.75 per cent. per annum.
Appears in 1 contract
Sources: Final Terms
Introduction. Description and securities identification number The present securities are Step Up & Step Down Fixed to Floating Rate Securities (the "Securities"). ISIN: XS2688686075 XS2653933908 WKN: GP2LD4 GP2K83 Valor: 129579950 Common Code: 268868607 265393390 The Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇-▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇. Competent authority The Base Prospectus was approved on 23 19 February 2023 2024 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), ▇▇▇▇▇-▇▇▇▇▇-▇▇▇. ▇▇-▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Federal Republic of Germany (phone number: +▇▇ (▇)▇▇▇ ▇▇▇▇▇). Domicile and legal form, legislation and country of incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 549300KQWCT26VXWW684. Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs International ("GSI") or an appropriately licensed affiliate of GSI. GSFCI issues debt securities primarily to raise funding which is lent to other members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors The directors of Goldman Sachs Finance Corp International Ltd Ltd. are ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. Statutory Auditors The annual financial statements of GSFCI for the periods ended 31 December 2022 and 31 December 2021 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 7 More ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2022 for each of the two years in the period ended 31 December 2022 and 31 December 2021 and from the unaudited interim financial statements for the six months ended 30 June 2023. * As values are nil they are not included in the financial statements as of 31 December 2022 and/or in the interim financial statements for the six months ended 30 June 2023. Operating profit/(loss) 36 78 78 (23) Total assets 34,720 16,605 39,858 Total shareholder’s equity 709 184 514 Cash flows from operating activities (outflow) 1 4 3 24 Cash flows from financing activities N/A N/A 0* 0* Cash flows from investing activities 0* 0* 0* 0* The Issuer is subject to the following key risks: x • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 2022. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. x • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. x • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities The present Securities are Step Up & Step Down Fixed to Floating Rate Securities. ISIN: XS2688686075 XS2653933908 WKN: GP2LD4 GP2K83 Valor: 129579950 Common Code: 268868607 265393390 Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi ▇▇▇▇▇▇ ▇▇, B-1210 Brussels, and/or Clearstream Banking, société anonyme, ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (▇▇▇ "Relevant Clearing System"). Currency, issue size, term of the Securities The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: EUR 50,000,000 30,000,000 The Securities have a fixed maturity. Rights attached to the Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guaran- tee Guarantee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a return on the Securities. Effect of underlying instrument(s) on value of investment In the case of Step Up & Step Down Fixed to Floating Rate Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal, subject to a termination of the Securities. Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and a fixed the coupon, i.e. the Fixed Step Coupon Rate for during the respective Fixed Coupon Period in and the Fixed Step Floating Coupon Rate Period (as set out below)during the Floating Coupon Rate Period. Settlement Date: 26 February 2029 10 April 2030 Fixed Coupon Period: Means each The period commencing on (from, and including, the coupon commencement date (10 April 2024) the Coupon Commencement Date or any to, but excluding, Last Specified Coupon Payment Date and ending on (but excluding) the next Fixed). Floating Coupon PaymentRate Period: The period from, and each Coupon Period shall commence on or end on, as the case may beincluding, the date on which the relevant Last Specified Coupon Payment Date (Fixed) to, but excluding, the coupon cessation date (10 April 2030). Last Specified Coupon Payment Date (Fixed): 10 April 2025 Fixed Coupon Rate: 5.60 per cent. per annum Floating Coupon Rate: Inflation Factor (determined on the basis of the development of the Inflation Index) Inflation Index: Eurostat Eurozone HICP Ex Tobacco Unrevised Series NSA (Screen Page: CPTFEMU Index). Inflation Factor: The difference between (a) the quotient of the Relevant Level for the relevant Reference Month(t) allocated to the respective Coupon Determination Date and the Relevant Level for the preceding Reference Month(t-1) and (b) one (1). The Inflation Factor shall be at least be zero (0). Relevant Level: The level of the Inflation Index which is scheduled published or announced for the relevant Reference Month and which is relevant for the determination of the Inflation Factor. Reference Month: Coupon Determination Date: Coupon Determination Date (1): Coupon Payment Date (2) Coupon Determination Date (2): Coupon Payment Date (3) Coupon Determination Date (3): Coupon Payment Date (4) Coupon Determination Date (4): Coupon Payment Date (5) Coupon Determination Date (5): Coupon Payment Date (6) Coupon Payment Date(s): Coupon Payment Date (1): 10 April 2025 Coupon Payment Date (2): 10 April 2026 Coupon Payment Date (3): 10 April 2027 Coupon Payment Date (4): 10 April 2028 Coupon Payment Date (5): 10 April 2029 Coupon Payment Date (6): 10 April 2030, each subject to fall, disregarding any adjustment in accordance with the Business Day Convention (if any)Convention. Business Day Convention: If the Coupon Payment Date falls on a date which is not a Payment Date, the Coupon Payment Date shall not be adjusted in accordance with any Business Day Convention. Nominal: EUR 1,000.00 Coupon Amount: For Coupon Amounts that fall within the Fixed Coupon Period: the Nominal multiplied by the Fixed Step Coupon Rate considering the Coupon Day Count Fraction (30/360) Coupon Payment Date(s): Coupon Payment Date (1): 26 February 2025 Coupon Payment Date (2): 26 February 2026 Coupon Payment Date (3): 26 February 2027 Coupon Payment Date (4): 26 February 2028 Coupon Payment Date (5): 26 February 2029 Relative seniority of the Securities The Securities of each Series constitute direct, unsecured, and unsubordinated obligations of the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability of the Securities Subject to potential selling restrictions, the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF Stuttgart Stock Exchange Nature and scope of the guarantee The obligations of Goldman Sachs Finance Corp International Ltd to pay of the Settlement Amount and any other amounts payable pursuant to the terms and conditions of the Securities are unconditionally and irrevocably guaranteed by the guarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Coupon Period Fixed Step Rate Period Fixed Step Rate 1 From (including) 26 February 2024 till (excluding) 26 February 2025 2.75 per cent. per annum).
Appears in 1 contract
Sources: Final Terms
Introduction. Description and securities identification number The present securities are Step Up & Step Down Autocallable Securities linked to the S&P 500® Index (the "Securities"). ISIN: XS2688686075 JE00BLS2TL88 WKN: GP2LD4 GP2K84 Common Code: 268868607 181492058 The Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇-▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇. ▇ Competent authority The Base Prospectus was approved on 23 February 17 March 2023 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), ▇▇▇▇▇Ma- rie-▇▇▇▇▇Curie-▇▇▇Str. ▇▇24-▇▇28, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇60439 Frankfurt, Federal Republic of Germany (phone number: +▇▇ (▇)▇▇▇ ▇▇▇▇▇). Domicile and legal form, legislation and country of incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs International ("GSI") or an appropriately licensed affiliate of GSI. GSFCI issues debt securities primarily to raise funding which is lent to other members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors The directors of Goldman Sachs Finance Corp International Ltd are ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. Statutory Auditors The annual financial statements of GSFCI for the periods ended 31 December 2022 and 31 December 2021 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 7 More ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2022 for each of the two years in the period ended 31 December 2022 and 31 December 2021 and from the unaudited interim financial statements for the six months ended 30 June 2023. * As values are nil they are not included in the financial statements as of 31 December 2022 and/or in the interim financial statements for the six months ended 30 June 2023. The Issuer is subject to the following key risks: Operating profit/(loss) 36 78 78 (23) Total assets 34,720 16,605 39,858 Total shareholder’s equity 709 184 514 Cash flows from operating operat- ing activities (outflow) 1 4 3 24 Cash flows from financing financ- ing activities N/A N/A 0* 0* Cash flows from investing invest- ing activities 0* 0* 0* 0* The Issuer is subject to the following key risks: x • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 2022. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. x • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. x • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities The present Securities are Step Up & Step Down SecuritiesAutocallable Securities linked to the Underlying. ISIN: XS2688686075 JE00BLS2TL88 WKN: GP2LD4 GP2K84 Common Code: 268868607 181492058 Underlying: S&P 500® Index (Reuters Code: .SPX) Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi ▇▇▇▇▇▇ ▇▇, B-1210 Brussels, and/or Clearstream Banking, société anonyme, ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (▇▇▇ "Relevant Clearing System"). Currency, issue issues size, term of the Securities The Settlement Currency of the Securities is Euro US-Dollar ("EURUSD"). Issue Size: EUR 50,000,000 50,000 Securities The Securities have a fixed maturity. Rights attached to the Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guaran- tee Guarantee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. Effect of underlying instrument(s) on value of investment In There is a relationship between the case of Step Up & Step Down Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal, subject to a termination of the Securities. Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and a fixed coupon, i.e. the Fixed Step Rate for the respective Coupon Period in the Fixed Step Rate Period (as set out below). Settlement Date: 26 February 2029 Coupon Period: Means each period commencing on (and including) the Coupon Commencement Date or any Coupon Payment Date and ending on (but excluding) the next Coupon Payment, and each Coupon Period shall commence on or end on, as the case may be, the date on which the relevant Coupon Payment Date is scheduled to fall, disregarding any adjustment in accordance with the Business Day Convention (if any). Business Day Convention: If the Coupon Payment Date falls on a date which is not a Payment Date, the Coupon Payment Date shall not be adjusted in accordance with any Business Day Convention. Nominal: EUR 1,000.00 Coupon Amount: Nominal multiplied by the Fixed Step Rate considering the Coupon Day Count Fraction (30/360) Coupon Payment Date(s): Coupon Payment Date (1): 26 February 2025 Coupon Payment Date (2): 26 February 2026 Coupon Payment Date (3): 26 February 2027 Coupon Payment Date (4): 26 February 2028 Coupon Payment Date (5): 26 February 2029 Relative seniority economic value of the Securities and the economic value of the Underlying. The value of the Security will typically fall if the price of the Underlying falls. The Securities of each Series constitute direct, unsecured, and unsubordinated obligations of have the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of characteristic such that the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability of the Securities Subject to potential selling restrictions, the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF Stuttgart Stock Exchange Nature and scope of the guarantee The obligations of Goldman Sachs Finance Corp International Ltd to pay level of the Settlement Amount and any other amounts payable pursuant to the terms and conditions time for redemption of the Securities depend on whether the Underlying Price has reached or exceeded the Settlement Level on a certain Valuation Date ("Early Settlement Event"). If this is the case, the term of the Securities ends early and the Securities are unconditionally and irrevocably guaranteed by the guarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Coupon Period Fixed Step Rate Period Fixed Step Rate 1 From (including) 26 February 2024 till (excluding) 26 February 2025 2.75 per cent. per annumredeemed
Appears in 1 contract
Sources: Endgültige Bedingungen
Introduction. Description and securities identification number The present securities are Step Up & Step Down Autocallable Securities linked to adidas AG (the "Securities"). ISIN: XS2688686075 JE00BGBBF428 WKN: GP2LD4 GZ4V06 Valor: 124869845 Common Code: 268868607 181486023 The Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇-▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇. ▇ Competent authority The Base Prospectus was approved on 23 February 2023 6 July 2022 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), ▇▇▇▇▇Marie- Curie-▇▇▇▇▇Str. 24-▇▇▇. ▇▇-▇▇28, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇60439 Frankfurt, Federal Republic of Germany (phone number: +▇▇ (▇)▇▇▇ ▇▇▇▇▇). Domicile and legal form, legislation and country of incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs International ("GSI") or an appropriately licensed affiliate of GSI. GSFCI issues debt securities primarily to raise funding which is lent to other members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors The directors of Goldman Sachs Finance Corp International Ltd are ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. Statutory Auditors The annual financial statements of GSFCI for the periods ended 31 December 2022 2021 and 31 December 2021 2020 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 7 More ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2022 2021 for each of the two years in the period ended 31 December 2022 2021 and 31 December 2021 2020 and from the unaudited interim financial statements for the six months ended 30 June 20232022. * As values are nil they are not included in the financial statements as of 31 December 2022 and/or 2021 and in the interim financial statements for the six months ended as of 30 June 20232022. Operating profit/(loss) 36 78 78 38 (23) 48 Total assets 34,720 16,605 39,858 15,518 24,652 Total shareholder’s equity 709 184 514 48 817 Cash flows from operating activities (outflow) 1 4 3 (131) 24 11 Cash flows from financing activities N/A N/A 125 0* 0* Cash flows from investing activities 0* 0* 0* 0* The Issuer is subject to the following key risks: x • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20222019. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. x • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. x • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities The present Securities are Step Up & Step Down SecuritiesAutocallable Securities linked to the Underlying. ISIN: XS2688686075 JE00BGBBF428 WKN: GP2LD4 GZ4V06 Valor: 124869845 Common Code: 268868607 181486023 Underlying: adidas AG (ISIN: DE000A1EWWW0) Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi ▇▇▇▇▇▇ ▇▇, B-1210 Brussels, and/or Clearstream Banking, société anonyme, ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (▇▇▇ "Relevant Clearing System"). Currency, issue issues size, term of the Securities The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: EUR 50,000,000 5,000 Securities The Securities have a fixed maturity. Rights attached to the Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guaran- tee Guarantee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. Effect of underlying instrument(s) on value of investment In the case of Step Up & Step Down Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal, subject to a termination of the Securities. Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and a fixed coupon, i.e. the Fixed Step Rate for the respective Coupon Period in the Fixed Step Rate Period (as set out below). Settlement Date: 26 February 2029 Coupon Period: Means each period commencing on (and including) the Coupon Commencement Date or any Coupon Payment Date and ending on (but excluding) the next Coupon Payment, and each Coupon Period shall commence on or end on, as the case may be, the date on which the relevant Coupon Payment Date is scheduled to fall, disregarding any adjustment in accordance with the Business Day Convention (if any). Business Day Convention: If the Coupon Payment Date falls on a date which is not a Payment Date, the Coupon Payment Date shall not be adjusted in accordance with any Business Day Convention. Nominal: EUR 1,000.00 Coupon Amount: Nominal multiplied by the Fixed Step Rate considering the Coupon Day Count Fraction (30/360) Coupon Payment Date(s): Coupon Payment Date (1): 26 February 2025 Coupon Payment Date (2): 26 February 2026 Coupon Payment Date (3): 26 February 2027 Coupon Payment Date (4): 26 February 2028 Coupon Payment Date (5): 26 February 2029 Relative seniority of the Securities The Securities of each Series constitute direct, unsecured, and unsubordinated obligations of the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability of the Securities Subject to potential selling restrictions, the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF Stuttgart Stock Exchange Nature and scope of the guarantee The obligations of Goldman Sachs Finance Corp International Ltd to pay of the Settlement Amount and any other amounts payable pursuant to the terms and conditions of the Securities are unconditionally and irrevocably guaranteed by the guarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Coupon Period Fixed Step Rate Period Fixed Step Rate 1 From (including) 26 February 2024 till (excluding) 26 February 2025 2.75 per cent. per annum.
Appears in 1 contract
Sources: Endgültige Bedingungen
Introduction. Description and securities identification number number The present securities are Step Up & Step Down Capped Floored Floater Securities (the "Securities"). ISIN: XS2688686075 XS2481069487 WKN: GP2LD4 GK1T8D Valor: 30258301 Common Code: 268868607 248106948 The Issuer Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s) Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇-▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇. Competent authority authority The Base Prospectus was approved on 23 February 2023 7 April 2022 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), ▇▇▇▇▇Marie- Curie-▇▇▇▇▇Str. 24-▇▇▇. ▇▇-▇▇28, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇60439 Frankfurt, Federal Republic of Germany (phone number: +▇▇ (▇)▇▇▇ ▇▇▇▇▇). Domicile and legal form, legislation and country of incorporation incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs International ("GSI") or an appropriately licensed affiliate of GSI. GSFCI issues debt securities primarily to raise funding which is lent to other members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors Directors The directors of Goldman Sachs Finance Corp International Ltd Ltd. are ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. Statutory Auditors Auditors The annual financial statements of GSFCI for the periods ended 31 December 2022 2021 and 31 December 2021 2020 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 7 More ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2022 2021 for each of the two years in the period ended 31 December 2022 2021 and 31 December 2021 and from the unaudited interim financial statements for the six months 2020. Summary information – income statement Year ended 30 June 2023. * 31 December 2021 (audited) Year ended 31 December 2020 (audited) (in millions USD) (in millions USD) Selected income statement data Operating profit 78 38 Summary information – balance sheet As values are nil they are not included in the financial statements as of 31 December 2022 and/or 2021 (audited) As of 31 December 2020 (audited) (in the interim financial statements for the six months ended 30 June 2023. Operating profit/(lossmillions USD) 36 78 78 (23in millions USD) Total assets 34,720 assets 16,605 39,858 15,518 Total shareholder’s equity 709 equity 184 514 48 Summary information – cash flow Year ended 31 December 2021 (audited) Year ended 31 December 2020 (audited) (in millions USD) (in millions USD) Cash flows from operating activities ac- tivities (outflowoutflow) 4 (131) 1 4 3 24 Cash flows from financing activities ac- tivities N/A N/A 0* 0* 125 Cash flows from investing activities 0* 0* ac- tivities 0* 0* The Issuer is subject to the following key risks: x risks: • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20222019. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. x • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. x • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities The present Securities are Step Up & Step Down Capped Floored Floater Securities. ISIN: XS2688686075 XS2481069487 WKN: GP2LD4 GK1T8D Valor: 30258301 Common Code: 268868607 248106948 Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi ▇▇▇▇▇▇ ▇▇, B-1210 Brussels, and/or Clearstream Banking, société anonyme, ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (▇▇▇ "Relevant Clearing System"). Currency, issue issues size, term of the Securities Securities The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: EUR 50,000,000 5,000,000 The Securities have a fixed maturity. Rights attached to the Securities Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guaran- tee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a return on the Securities. Effect of underlying instrument(s) on value of investment In the case of Step Up & Step Down Capped Floored Floater Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal, subject to a termination of the Securities. Securities. Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and a fixed the coupon, i.e. the Fixed Step Floating Coupon Rate for (subject to the respective Maximum Coupon Period in (Cap) and the Fixed Step Rate Period Minimum Coupon (as set out belowFloor)). Settlement Date: 26 February 2029 9 September 2027 Floating Coupon PeriodRate: Means each period commencing on The Reference Rate, but at the most the Maximum Coupon (Cap) and includingat least the Minimum Coupon (Floor). Reference Rate: 3-Months EURIBOR (Reuters Page: EURIBOR01) the Minimum Coupon Commencement Date or any (Floor): 2.00 per cent. p.a. Maximum Coupon Payment Date and ending on (but excluding) the next Coupon Payment, and each Coupon Period shall commence on or end on, as the case may be, the date on which the relevant Coupon Payment Date is scheduled to fall, disregarding any adjustment in accordance with the Business Day Convention (if any)Cap): 3.80 per cent. p.a. Business Day Convention: If the Coupon Payment Date falls on a date which is not a Payment Date, then the Coupon Payment Date Security Holder shall not be adjusted entitled to payment until the next such Payment Date in accordance with any Business Day Conventionthe relevant place. The Security Holder shall not be entitled to further interest or other payment in respect of such delay nor, as the case may be, shall the amount of interest to be paid be reduced due to such deferment. Nominal: EUR 1,000.00 Coupon Amount: Nominal multiplied by the Fixed Step Floating Coupon Rate (subject to the Maximum Coupon (Cap) and the Min- imum Coupon (Floor)) considering the Coupon Day Count Fraction (30/36030/360 ISDA) Coupon Payment Date(s): Coupon Payment Date (1): 26 February 2025 Coupon Payment Date (2): 26 February 2026 Coupon Payment Date (3): 26 February 2027 Coupon Payment Date (4): 26 February 2028 Coupon Payment Date (5): 26 February 2029 Quarterly, on 9 March, 9 June, 9 September and 9 December of each year, starting on 9 December 2022 up to and including the scheduled Settlement Date, each subject to the Business Day Convention. Relative seniority of the Securities Securities The Securities of each Series constitute direct, unsecured, and unsubordinated obligations of the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability of the Securities Subject to potential selling restrictions, the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF Stuttgart MTF Frankfurt Stock Exchange Nature and scope of the guarantee guarantee The obligations of Goldman Sachs Finance Corp International Ltd to pay of the Settlement Amount and any other amounts payable pursuant to the terms and conditions of the Securities are unconditionally and irrevocably guaranteed by the guarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Coupon Period Fixed Step Rate Period Fixed Step Rate 1 From Brief description of the Guarantor The Goldman Sachs Group, Inc. Legal Entity Identifier (includingLEI): 784F5XWPLTWKTBV3E584 The Goldman Sachs Group, Inc. is organised in the State of Delaware in the United States as a corporation pursuant to the Delaware General Corporation Law, having unlimited duration and registration number 2923466. The business address of the directors of The Goldman Sachs Group, Inc. is ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇. Relevant key financial information of the Guarantor The following table shows selected key historical financial information prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) 26 February 2024 till in relation to the Guarantor which is derived from the audited consolidated financial statements as of 31 December 2021 for each of the two years in the period ended 31 December 2021 and 31 December 2020 and the unaudited consolidated financial statements for the period ended 31 March 2022: Summary information – income statement (excludingin millions USD, except per share Year ended 31 Year ended 31 3-month-pe- 3-month-pe- amounts) 26 February 2025 2.75 December December riod ended 31 riod ended 31 2021 (audited) 2020 (audited) March 2022 March 2021 (unaudited) (unaudited) Selected income statement data Net interest income 6,470 4,751 1,827 1,482 Commissions and fees 3,619 3,548 1,011 1,073 Provision for credit losses 357 3,098 561 -70 Total net revenues 59,339 44,560 12,933 17,704 Pre-tax earnings 27,044 12,479 4,656 8,337 Net earnings applicable to common share- 21,151 8,915 3,831 6,711 holders Earnings per common share (basic) 60.25 24.94 10.87 18.80 Summary information – balance sheet (in millions USD) As of 31 December As of 31 December As of 31 March 2021 (audited) 2020 (audited) 2022 (unaudited) Total assets 1,463,988 1,163,028 1,589,441 Unsecured borrowings excluding subordi- 287,642 251,247 303,137 ▇▇▇▇▇ borrowings Subordinated borrowings 13,405 15,104 13,331 Customer and other receivables 160,673 121,331 174,637 Customer and other payables 251,931 190,658 292,981 Total liabilities and shareholders’ equity 1,463,988 1,163,028 1,589,441 (in per cent. per annum.) Common Equity Tier 1 (CET1) capital ra- 14.2 14.7 14.4
Appears in 1 contract
Sources: Endgültige Bedingungen
Introduction. Description and securities identification number number The present securities are Step Up & Step Down Quanto Autocallable Securities linked to Alphabet Inc. - Class A (the "Securities"). ISIN: XS2688686075 WKN▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇: GP2LD4 GZ4V1B Valor: 124870134 Common Code: 268868607 181486244 The Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇-▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇. ▇ Competent authority The Base Prospectus was approved on 23 February 2023 6 July 2022 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), ▇▇▇▇▇Marie- Curie-▇▇▇▇▇Str. 24-▇▇▇. ▇▇-▇▇28, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇60439 Frankfurt, Federal Republic of Germany (phone number: +▇▇ (▇)▇▇▇ ▇▇▇▇▇). Domicile and legal form, legislation and country of incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs International ("GSI") or an appropriately licensed affiliate of GSI. GSFCI issues debt securities primarily to raise funding which is lent to other members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors The directors of Goldman Sachs Finance Corp International Ltd are ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. Statutory Auditors Auditors The annual financial statements of GSFCI for the periods ended 31 December 2022 2021 and 31 December 2021 2020 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 7 More ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2022 2021 for each of the two years in the period ended 31 December 2022 2021 and 31 December 2021 2020 and from the unaudited interim financial statements for the six months ended 30 June 20232022. * As values are nil they are not included in the financial statements as of 31 December 2022 and/or 2021 and in the interim financial statements for the six months ended as of 30 June 2023. 2022. Operating profit/(loss) 36 78 78 38 (23) 48 Total assets 34,720 16,605 39,858 15,518 24,652 Total shareholder’s equity 709 184 514 48 817 Cash flows from operating activities (outflow) 1 4 3 (131) 24 11 Cash flows from financing activities N/A N/A 125 0* 0* Cash flows from investing activities 0* 0* 0* 0* The Issuer is subject to the following key risks: x risks: • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20222019. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. x • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. x • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities The present Securities are Step Up & Step Down SecuritiesAutocallable Securities linked to the Underlying. ISIN: XS2688686075 WKN▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇: GP2LD4 GZ4V1B Valor: 124870134 Common Code: 268868607 181486244 Underlying: Alphabet Inc. - Class A (ISIN: US02079K3059) Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi ▇▇▇▇▇▇ ▇▇, B-1210 Brussels, and/or Clearstream Banking, société anonyme, ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (▇▇▇ "Relevant Clearing System"). Currency, issue issues size, term of the Securities The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: EUR 50,000,000 5,000 Securities The Securities have a fixed maturity. Rights attached to the Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guaran- tee Guarantee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. Effect of underlying instrument(s) on value of investment In the case of Step Up & Step Down Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal, subject to a termination of the Securities. Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and a fixed coupon, i.e. the Fixed Step Rate for the respective Coupon Period in the Fixed Step Rate Period (as set out below). Settlement Date: 26 February 2029 Coupon Period: Means each period commencing on (and including) the Coupon Commencement Date or any Coupon Payment Date and ending on (but excluding) the next Coupon Payment, and each Coupon Period shall commence on or end on, as the case may be, the date on which the relevant Coupon Payment Date is scheduled to fall, disregarding any adjustment in accordance with the Business Day Convention (if any). Business Day Convention: If the Coupon Payment Date falls on a date which is not a Payment Date, the Coupon Payment Date shall not be adjusted in accordance with any Business Day Convention. Nominal: EUR 1,000.00 Coupon Amount: Nominal multiplied by the Fixed Step Rate considering the Coupon Day Count Fraction (30/360) Coupon Payment Date(s): Coupon Payment Date (1): 26 February 2025 Coupon Payment Date (2): 26 February 2026 Coupon Payment Date (3): 26 February 2027 Coupon Payment Date (4): 26 February 2028 Coupon Payment Date (5): 26 February 2029 Relative seniority of the Securities The Securities of each Series constitute direct, unsecured, and unsubordinated obligations of the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability of the Securities Subject to potential selling restrictions, the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF Stuttgart Stock Exchange Nature and scope of the guarantee The obligations of Goldman Sachs Finance Corp International Ltd to pay of the Settlement Amount and any other amounts payable pursuant to the terms and conditions of the Securities are unconditionally and irrevocably guaranteed by the guarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Coupon Period Fixed Step Rate Period Fixed Step Rate 1 From (including) 26 February 2024 till (excluding) 26 February 2025 2.75 per cent. per annum.
Appears in 1 contract
Sources: Endgültige Bedingungen
Introduction. Description and securities identification number The present securities are Step Up & Step Down Autocallable Securities linked to RWE AG (the "Securities"). ISIN: XS2688686075 JE00BS6BK240 WKN: GP2LD4 GP2L0G Common Code: 268868607 182061425 The Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇-▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇. ▇ Competent authority The Base Prospectus was approved on 23 11 February 2023 2025 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), ▇▇▇▇▇-▇▇▇▇▇-▇▇▇. ▇▇24-▇▇28, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇60439 Frankfurt, Federal Republic of Germany (phone number: +▇▇ (▇)▇▇▇ ▇▇▇▇▇). Domicile and legal form, legislation and country of incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs International Bank Europe SE ("GSIGSBE") or an appropriately licensed affiliate of GSIGSBE. GSFCI issues debt securities primarily to raise funding which is lent to other members of the corporate groupaffiliates. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors The directors of Goldman Sachs Finance Corp International Ltd Ltd. are ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇. Statutory Auditors The annual financial statements of GSFCI for the periods ended 31 December 2022 2023 and 31 December 2021 2022 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 7 More ▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2022 2023 for each of the two years in the period ended 31 December 2022 2023 and 31 December 2021 2022 and from the unaudited interim financial statements for the six months ended 30 June 20232024. * Summary information – income statement (in millions USD) Year ended 31 December 2023 (audited) Year ended 31 December 2022 (audited) Six months ended 30 June 2024 (unaudited) Six months ended 30 June 2023 (unaudited) Selected income statement data Operating profit/(loss) 62 36 (10) 78 Summary information – balance sheet (in millions USD) As values are nil they are not included in the financial statements as of 31 December 2023 (audited) As of 31 December 2022 and/or (audited) As of 30 June 2024 (unaudited) Total assets 46,356 34,720 49,308 Total shareholder’s equity ▇▇▇ ▇▇▇ ▇▇▇ Summary information – cash flow (in the interim financial statements for the six millions USD) Year ended 31 December 2023 (audited) Year ended 31 December 2022 (audited) Six months ended 30 June 2023. Operating profit/(loss2024 (unaudited) 36 78 78 Six months ended 30 June 2023 (23unaudited) Total assets 34,720 16,605 39,858 Total shareholder’s equity 709 184 514 Cash flows from operating activities (outflow) 6 1 4 (210) 3 24 Cash flows from financing activities N/A N/A 0* 200 0* Cash flows from investing activities 0* 0* 0* 0* The Issuer is subject to the following key risks: x • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The issued authorised share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20222023. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. x • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. x • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities The present Securities are Step Up & Step Down SecuritiesAutocallable Securities linked to the Underlying. ISIN: XS2688686075 JE00BS6BK240 WKN: GP2LD4 GP2L0G Common Code: 268868607 182061425 Underlying: RWE AG (ISIN: DE0007037129) Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi ▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇, B-1210 Brussels, and/or Clearstream Banking, société anonyme, ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (▇▇▇ the "Relevant Clearing System"). Currency, issue size, term of the Securities The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: EUR 50,000,000 5,000 Securities The Securities have a fixed maturity. Rights attached to the Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guaran- tee Guarantee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. Effect of underlying instrument(s) on value of investment In the case of Step Up & Step Down Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal, subject to a termination of the Securities. Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and a fixed coupon, i.e. the Fixed Step Rate for the respective Coupon Period in the Fixed Step Rate Period (as set out below). Settlement Date: 26 February 2029 Coupon Period: Means each period commencing on (and including) the Coupon Commencement Date or any Coupon Payment Date and ending on (but excluding) the next Coupon Payment, and each Coupon Period shall commence on or end on, as the case may be, the date on which the relevant Coupon Payment Date is scheduled to fall, disregarding any adjustment in accordance with the Business Day Convention (if any). Business Day Convention: If the Coupon Payment Date falls on a date which is not a Payment Date, the Coupon Payment Date shall not be adjusted in accordance with any Business Day Convention. Nominal: EUR 1,000.00 Coupon Amount: Nominal multiplied by the Fixed Step Rate considering the Coupon Day Count Fraction (30/360) Coupon Payment Date(s): Coupon Payment Date (1): 26 February 2025 Coupon Payment Date (2): 26 February 2026 Coupon Payment Date (3): 26 February 2027 Coupon Payment Date (4): 26 February 2028 Coupon Payment Date (5): 26 February 2029 Relative seniority of the Securities The Securities of each Series constitute direct, unsecured, and unsubordinated obligations of the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability of the Securities Subject to potential selling restrictions, the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF Stuttgart Stock Exchange Nature and scope of the guarantee The obligations of Goldman Sachs Finance Corp International Ltd to pay of the Settlement Amount and any other amounts payable pursuant to the terms and conditions of the Securities are unconditionally and irrevocably guaranteed by the guarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Coupon Period Fixed Step Rate Period Fixed Step Rate 1 From (including) 26 February 2024 till (excluding) 26 February 2025 2.75 per cent. per annum.
Appears in 1 contract
Sources: Endgültige Bedingungen
Introduction. Description and securities identification number The present securities are Step Up & Step Down Securities (the "Securities"). ISIN: XS2688686075 XS2080902757 WKN: GP2LD4 GK9FUX Valor: 41819602 Common Code: 268868607 208090275 The Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇-▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇. Competent authority The Base Prospectus was approved on 23 February 2023 7 April 2022 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), ▇▇▇▇▇Marie- Curie-▇▇▇▇▇Str. 24-▇▇▇. ▇▇-▇▇28, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇60439 Frankfurt, Federal Republic of Germany (phone number: +▇▇ (▇)▇▇▇ ▇▇▇▇▇). Domicile and legal form, legislation and country of incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs International ("GSI") or an appropriately licensed affiliate of GSI. GSFCI issues debt securities primarily to raise funding which is lent to other members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors The directors of Goldman Sachs Finance Corp International Ltd Ltd. are ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. Statutory Auditors The annual financial statements of GSFCI for the periods ended 31 December 2022 2021 and 31 December 2021 2020 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 7 More ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2022 2021 for each of the two years in the period ended 31 December 2022 2021 and 31 December 2020. Summary information – income statement Year ended 31 December 2021 and from the unaudited interim financial statements for the six months (audited) Year ended 30 June 2023. * 31 December 2020 (audited) (in millions USD) (in millions USD) Selected income statement data Operating profit 78 38 Summary information – balance sheet As values are nil they are not included in the financial statements as of 31 December 2022 and/or 2021 (audited) As of 31 December 2020 (audited) (in the interim financial statements for the six months ended 30 June 2023. Operating profit/(lossmillions USD) 36 78 78 (23in millions USD) Total assets 34,720 16,605 39,858 15,518 Total shareholder’s equity 709 184 514 48 Summary information – cash flow Year ended 31 December 2021 (audited) Year ended 31 December 2020 (audited) (in millions USD) (in millions USD) Cash flows from operating activities ac- tivities (outflow) 1 4 3 24 (131) Cash flows from financing activities ac- tivities N/A N/A 0* 0* 125 Cash flows from investing activities 0* 0* ac- tivities 0* 0* The Issuer is subject to the following key risks: x • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20222019. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. x • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. x • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities The present Securities are Step Up & Step Down Securities. ISIN: XS2688686075 XS2080902757 WKN: GP2LD4 GK9FUX Valor: 41819602 Common Code: 268868607 208090275 Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi ▇▇▇▇▇▇ ▇▇, B-1210 Brussels, and/or Clearstream Banking, société anonyme, ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (▇▇▇ "Relevant Clearing System"). Currency, issue issues size, term of the Securities The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: EUR 50,000,000 100,000,000 The Securities have a fixed maturity. Rights attached to the Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guaran- tee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a return on the Securities. Effect of underlying instrument(s) on value of investment In the case of Step Up & Step Down Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal, subject to a termination of the Securities. Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and a fixed coupon, i.e. the Fixed Step Rate for the respective Coupon Period in the Fixed Step Rate Period (as set out below). Settlement Date: 26 February 2029 Coupon Period: Means each period commencing on (and including) the Coupon Commencement Date or any Coupon Payment Date and ending on (but excluding) the next Coupon Payment, and each Coupon Period shall commence on or end on, as the case may be, the date on which the relevant Coupon Payment Date is scheduled to fall, disregarding any adjustment in accordance with the Business Day Convention (if any). Business Day Convention: If the Coupon Payment Date falls on a date which is not a Payment Date, the Coupon Payment Date shall not be adjusted in accordance with any Business Day Convention. Nominal: EUR 1,000.00 Coupon Amount: Nominal multiplied by the Fixed Step Rate considering the Coupon Day Count Fraction (30/360) Coupon Payment Date(s): Coupon Payment Date (1): 26 February 2025 Coupon Payment Date (2): 26 February 2026 Coupon Payment Date (3): 26 February 2027 Coupon Payment Date (4): 26 February 2028 Coupon Payment Date (5): 26 February 2029 Relative seniority of the Securities The Securities of each Series constitute direct, unsecured, and unsubordinated obligations of the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability of the Securities Subject to potential selling restrictions, the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF Stuttgart Stock Exchange Nature and scope of the guarantee The obligations of Goldman Sachs Finance Corp International Ltd to pay of the Settlement Amount and any other amounts payable pursuant to the terms and conditions of the Securities are unconditionally and irrevocably guaranteed by the guarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Coupon Period Fixed Step Rate Period Fixed Step Rate 1 From (including) 26 February 2024 till (excluding) 26 February 2025 2.75 per cent. per annum.
Appears in 1 contract
Sources: Final Terms
Introduction. Description and securities identification number The present securities are Step Up & Step Down Autocallable Securities linked to Meta Platforms, Inc. - Class A (the "Securities"). ISIN: XS2688686075 JE00BS6BHB24 WKN: GP2LD4 GP3MYS Common Code: 268868607 Code:182059960 The Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇-▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇. ▇ Competent authority The Base Prospectus was approved on 23 February 2023 13 March 2024 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), ▇▇▇▇▇-▇▇▇▇▇-▇▇▇. ▇▇24-▇▇28, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇60439 Frankfurt, Federal Republic of Germany (phone number: +▇▇ (▇)▇▇▇ ▇▇▇▇▇). Domicile and legal form, legislation and country of incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs International Bank Europe SE ("GSIGSBE") or an appropriately licensed affiliate of GSIGSBE. GSFCI issues debt securities primarily to raise funding which is lent to other members of the corporate groupaffiliates. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors The directors of Goldman Sachs Finance Corp International Ltd Ltd. are ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇. Statutory Auditors The annual financial statements of GSFCI for the periods ended 31 December 2022 2023 and 31 December 2021 2022 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 7 More ▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2022 2023 for each of the two years in the period ended 31 December 2022 2023 and 31 December 2021 2022 and from the unaudited interim financial statements for the six months ended 30 June 20232024. * *As values are nil they are not included in the financial statements as of 31 December 2023 and in the financial statements as of 31 December 2022 and/or in the interim financial statements for the six months ended 30 June 20232024. The Issuer is subject to the following key risks: Operating profit/(loss) 62 36 (10) 78 78 (23) Total assets 46,356 34,720 16,605 39,858 49,308 Total shareholder’s equity 709 184 514 ▇▇▇ ▇▇▇ ▇▇▇ Cash flows from operating activities (outflow) 6 1 4 (210) 3 24 Cash flows from financing activities N/A N/A 0* 200 0* Cash flows from investing activities 0* 0* 0* 0* The Issuer is subject to the following key risks: x • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The issued authorised share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20222023. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. x • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. x • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities The present Securities are Step Up & Step Down SecuritiesAutocallable Securities linked to the Underlying. ISIN: XS2688686075 JE00BS6BHB24 WKN: GP2LD4 GP3MYS Common Code: 268868607 182059960 Underlying: Meta Platforms, Inc. - Class A (ISIN: US30303M1027) Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi ▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇, B-1210 Brussels, and/or Clearstream Banking, société anonyme, ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (▇▇▇ the "Relevant Clearing System"). Currency, issue size, term of the Securities The Settlement Currency of the Securities is Euro US-Dollar ("EURUSD"). Issue Size: EUR 50,000,000 150,000 Securities The Securities have a fixed maturity. Rights attached to the Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guaran- tee Guarantee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. Effect of underlying instrument(s) on value of investment In There is a relationship between the case of Step Up & Step Down Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal, subject to a termination of the Securities. Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and a fixed coupon, i.e. the Fixed Step Rate for the respective Coupon Period in the Fixed Step Rate Period (as set out below). Settlement Date: 26 February 2029 Coupon Period: Means each period commencing on (and including) the Coupon Commencement Date or any Coupon Payment Date and ending on (but excluding) the next Coupon Payment, and each Coupon Period shall commence on or end on, as the case may be, the date on which the relevant Coupon Payment Date is scheduled to fall, disregarding any adjustment in accordance with the Business Day Convention (if any). Business Day Convention: If the Coupon Payment Date falls on a date which is not a Payment Date, the Coupon Payment Date shall not be adjusted in accordance with any Business Day Convention. Nominal: EUR 1,000.00 Coupon Amount: Nominal multiplied by the Fixed Step Rate considering the Coupon Day Count Fraction (30/360) Coupon Payment Date(s): Coupon Payment Date (1): 26 February 2025 Coupon Payment Date (2): 26 February 2026 Coupon Payment Date (3): 26 February 2027 Coupon Payment Date (4): 26 February 2028 Coupon Payment Date (5): 26 February 2029 Relative seniority economic value of the Securities and the economic value of the Underlying. The value of the Security will typically fall if the price of the Underlying falls. The Securities of each Series constitute direct, unsecured, and unsubordinated obligations of have the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of characteristic such that the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability of the Securities Subject to potential selling restrictions, the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF Stuttgart Stock Exchange Nature and scope of the guarantee The obligations of Goldman Sachs Finance Corp International Ltd to pay level of the Settlement Amount and any other amounts payable pursuant to the terms and conditions time for redemption of the Securities depend on whether the Underlying Price has reached or exceeded the Settlement Level on a certain Valuation Date ("Early Settlement Event"). If this is the case, the term of the Securities ends early and the Securities are unconditionally and irrevocably guaranteed by the guarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Coupon Period Fixed Step Rate Period Fixed Step Rate 1 From (including) 26 February 2024 till (excluding) 26 February 2025 2.75 per cent. per annumredeemed
Appears in 1 contract
Sources: Endgültige Bedingungen
Introduction. Description and securities identification number The present securities are Step Up & Step Down Capped Minimum Amount Securities linked to the MSCI World Index (the "Securities"). ISIN: XS2688686075 JE00BLS3P681 WKN: GP2LD4 GP3MW2 Common Code: 268868607 182058785 The Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇-▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇. ▇ Competent authority The Base Prospectus was approved on 23 February 2023 13 March 2024 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), ▇▇▇▇▇-▇▇▇▇▇-▇▇▇. ▇▇24-▇▇28, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇60439 Frankfurt, Federal Republic of Germany (phone number: +▇▇ (▇)▇▇▇ ▇▇▇▇▇). Domicile and legal form, legislation and country of incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs International Bank Europe SE ("GSIGSBE") or an appropriately licensed affiliate of GSIGSBE. GSFCI issues debt securities primarily to raise funding which is lent to other members of the corporate groupaffiliates. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors The directors of Goldman Sachs Finance Corp International Ltd Ltd. are ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇. Statutory Auditors The annual financial statements of GSFCI for the periods ended 31 December 2022 2023 and 31 December 2021 2022 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 7 More ▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2022 2023 for each of the two years in the period ended 31 December 2022 2023 and 31 December 2021 2022 and from the unaudited interim financial statements for the six months ended 30 June 20232024. * *As values are nil they are not included in the financial statements as of 31 December 2023 and in the financial statements as of 31 December 2022 and/or in the interim financial statements for the six months ended 30 June 20232024. Operating profit/(loss) 62 36 (10) 78 78 (23) Total assets 46,356 34,720 16,605 39,858 49,308 Total shareholder’s equity 709 184 514 ▇▇▇ ▇▇▇ ▇▇▇ Cash flows from operating activities (outflow) 6 1 4 (210) 3 24 Cash flows from financing activities N/A N/A 0* 200 0* Cash flows from investing activities 0* 0* 0* 0* The Issuer is subject to the following key risks: x • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The issued authorised share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20222023. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. x • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. x • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities The present Securities are Step Up & Step Down SecuritiesCapped Minimum Amount Securities linked to the Underlying. ISIN: XS2688686075 JE00BLS3P681 WKN: GP2LD4 GP3MW2 Common Code: 268868607 182058785 Underlying: MSCI World Index (Reuters Code: .MIWO00000PUS) Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi ▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇, B-1210 Brussels, and/or Clearstream Banking, société anonyme, ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (▇▇▇ the "Relevant Clearing System"). Currency, issue size, term of the Securities The Settlement Currency of the Securities is Euro US-Dollar ("EURUSD"). Issue Size: EUR 50,000,000 250,000 Securities The Securities have a fixed maturity. Rights attached to the Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guaran- tee Guarantee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. Effect of underlying instrument(s) on value of investment In the case of Step Up & Step Down Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal, subject to a termination of the Securities. Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and a fixed coupon, i.e. the Fixed Step Rate for the respective Coupon Period in the Fixed Step Rate Period (as set out below). Settlement Date: 26 February 2029 Coupon Period: Means each period commencing on (and including) the Coupon Commencement Date or any Coupon Payment Date and ending on (but excluding) the next Coupon Payment, and each Coupon Period shall commence on or end on, as the case may be, the date on which the relevant Coupon Payment Date is scheduled to fall, disregarding any adjustment in accordance with the Business Day Convention (if any). Business Day Convention: If the Coupon Payment Date falls on a date which is not a Payment Date, the Coupon Payment Date shall not be adjusted in accordance with any Business Day Convention. Nominal: EUR 1,000.00 Coupon Amount: Nominal multiplied by the Fixed Step Rate considering the Coupon Day Count Fraction (30/360) Coupon Payment Date(s): Coupon Payment Date (1): 26 February 2025 Coupon Payment Date (2): 26 February 2026 Coupon Payment Date (3): 26 February 2027 Coupon Payment Date (4): 26 February 2028 Coupon Payment Date (5): 26 February 2029 Relative seniority of the Securities The Securities of each Series constitute direct, unsecured, and unsubordinated obligations of the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability of the Securities Subject to potential selling restrictions, the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF Stuttgart Stock Exchange Nature and scope of the guarantee The obligations of Goldman Sachs Finance Corp International Ltd to pay of the Settlement Amount and any other amounts payable pursuant to the terms and conditions of the Securities are unconditionally and irrevocably guaranteed by the guarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Coupon Period Fixed Step Rate Period Fixed Step Rate 1 From (including) 26 February 2024 till (excluding) 26 February 2025 2.75 per cent. per annum.
Appears in 1 contract
Sources: Endgültige Bedingungen
Introduction. Description and securities identification number The present securities are Step Up & Step Down Autocallable Securities linked to Rheinmetall AG (the "Securities"). ISIN: XS2688686075 JE00BJRSJJ12 WKN: GP2LD4 GP2LCU Common Code: 268868607 181489219 The Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇-▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇. ▇ Competent authority The Base Prospectus was approved on 23 February 17 March 2023 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), ▇▇▇▇▇-▇▇▇▇▇-▇▇▇. ▇▇-▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Federal Republic of Germany (phone number: +▇▇ (▇)▇▇▇ ▇▇▇▇▇). Domicile and legal form, legislation and country of incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs International ("GSI") or an appropriately licensed affiliate of GSI. GSFCI issues debt securities primarily to raise funding which is lent to other members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors The directors of Goldman Sachs Finance Corp International Ltd are ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. Statutory Auditors The annual financial statements of GSFCI for the periods ended 31 December 2022 and 31 December 2021 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 7 More ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2022 for each of the two years in the period ended 31 December 2022 and 31 December 2021 and from the unaudited interim financial statements for the six months ended 30 June 20232021. * As values are nil they are not included in the financial statements as of 31 December 2022 and/or and in the interim financial statements for the six months ended 30 June 2023as of 31 December 2021. Operating profit/(loss) profit 36 78 78 (23) Total assets 34,720 16,605 39,858 Total shareholder’s equity 709 184 514 Cash flows from operating activities (outflow) 1 4 3 24 Cash flows from financing activities N/A N/A 0* 0* Cash flows from investing activities 0* 0* 0* 0* The Issuer is subject to the following key risks: x • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 2022. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. x • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. x • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities The present Securities are Step Up & Step Down SecuritiesAutocallable Securities linked to the Underlying. ISIN: XS2688686075 JE00BJRSJJ12 WKN: GP2LD4 GP2LCU Common Code: 268868607 181489219 Underlying: Rheinmetall AG (ISIN: DE0007030009) Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi ▇▇▇▇▇▇ ▇▇, B-1210 Brussels, and/or Clearstream Banking, société anonyme, ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (▇▇▇ "Relevant Clearing System"). Currency, issue issues size, term of the Securities The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: EUR 50,000,000 5,000 Securities The Securities have a fixed maturity. Rights attached to the Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guaran- tee Guarantee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. Effect of underlying instrument(s) on value of investment In There is a relationship between the case of Step Up & Step Down Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal, subject to a termination of the Securities. Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and a fixed coupon, i.e. the Fixed Step Rate for the respective Coupon Period in the Fixed Step Rate Period (as set out below). Settlement Date: 26 February 2029 Coupon Period: Means each period commencing on (and including) the Coupon Commencement Date or any Coupon Payment Date and ending on (but excluding) the next Coupon Payment, and each Coupon Period shall commence on or end on, as the case may be, the date on which the relevant Coupon Payment Date is scheduled to fall, disregarding any adjustment in accordance with the Business Day Convention (if any). Business Day Convention: If the Coupon Payment Date falls on a date which is not a Payment Date, the Coupon Payment Date shall not be adjusted in accordance with any Business Day Convention. Nominal: EUR 1,000.00 Coupon Amount: Nominal multiplied by the Fixed Step Rate considering the Coupon Day Count Fraction (30/360) Coupon Payment Date(s): Coupon Payment Date (1): 26 February 2025 Coupon Payment Date (2): 26 February 2026 Coupon Payment Date (3): 26 February 2027 Coupon Payment Date (4): 26 February 2028 Coupon Payment Date (5): 26 February 2029 Relative seniority economic value of the Securities The Securities of each Series constitute direct, unsecured, and unsubordinated obligations the economic value of the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations Underlying. The value of the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability Security will typically fall if the price of the Securities Subject to potential selling restrictions, the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF Stuttgart Stock Exchange Nature and scope of the guarantee The obligations of Goldman Sachs Finance Corp International Ltd to pay of the Settlement Amount and any other amounts payable pursuant to the terms and conditions of the Securities are unconditionally and irrevocably guaranteed by the guarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Coupon Period Fixed Step Rate Period Fixed Step Rate 1 From (including) 26 February 2024 till (excluding) 26 February 2025 2.75 per cent. per annumUnderlying falls.
Appears in 1 contract
Sources: Endgültige Bedingungen
Introduction. Description and securities identification number The present securities are Step Up & Step Down Autocallable Securities linked to Adidas AG (the "Securities"). ISIN: XS2688686075 DE000GP3MRM2 WKN: GP2LD4 GP3MRM Common Code: 268868607 Code:181992123 The Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇-▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇. ▇ Competent authority The Base Prospectus was approved on 23 February 2023 13 March 2024 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), ▇▇▇▇▇-▇▇▇▇▇-▇▇▇. ▇▇24-▇▇28, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇60439 Frankfurt, Federal Republic of Germany (phone number: +▇▇ (▇)▇▇▇ ▇▇▇▇▇). Domicile and legal form, legislation and country of incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs International Bank Europe SE ("GSIGSBE") or an appropriately licensed affiliate of GSIGSBE. GSFCI issues debt securities primarily to raise funding which is lent to other members of the corporate groupaffiliates. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors The directors of Goldman Sachs Finance Corp International Ltd Ltd. are ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇. Statutory Auditors The annual financial statements of GSFCI for the periods ended 31 December 2022 2023 and 31 December 2021 2022 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 7 More ▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2022 2023 for each of the two years in the period ended 31 December 2022 2023 and 31 December 2021 2022 and from the unaudited interim financial statements for the six months ended 30 June 20232024. * *As values are nil they are not included in the financial statements as of 31 December 2023 and in the financial statements as of 31 December 2022 and/or in the interim financial statements for the six months ended 30 June 20232024. The Issuer is subject to the following key risks: Operating profit/(loss) 62 36 (10) 78 78 (23) Total assets 46,356 34,720 16,605 39,858 49,308 Total shareholder’s equity 709 184 514 ▇▇▇ ▇▇▇ ▇▇▇ Cash flows from operating activities (outflow) 6 1 4 (210) 3 24 Cash flows from financing activities N/A N/A 0* 200 0* Cash flows from investing activities 0* 0* 0* 0* The Issuer is subject to the following key risks: x • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The issued authorised share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20222023. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. x • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. x • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities The present Securities are Step Up & Step Down SecuritiesAutocallable Securities linked to the Underlying. ISIN: XS2688686075 DE000GP3MRM2 WKN: GP2LD4 GP3MRM Common Code: 268868607 181992123 Underlying: Adidas AG (ISIN: DE000A1EWWW0) Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NVClearstream Banking AG, 1 Boulevard du Roi Frankfurt am Main, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, B-1210 Brussels, and/or Clearstream Banking, société anonyme, ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ (▇▇▇ the "Relevant Clearing System"). Currency, issue size, term of the Securities The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: EUR 50,000,000 100,000 Securities The Securities have a fixed maturity. Rights attached to the Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guaran- tee Guarantee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. Effect of underlying instrument(s) on value of investment In There is a relationship between the case of Step Up & Step Down Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal, subject to a termination of the Securities. Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and a fixed coupon, i.e. the Fixed Step Rate for the respective Coupon Period in the Fixed Step Rate Period (as set out below). Settlement Date: 26 February 2029 Coupon Period: Means each period commencing on (and including) the Coupon Commencement Date or any Coupon Payment Date and ending on (but excluding) the next Coupon Payment, and each Coupon Period shall commence on or end on, as the case may be, the date on which the relevant Coupon Payment Date is scheduled to fall, disregarding any adjustment in accordance with the Business Day Convention (if any). Business Day Convention: If the Coupon Payment Date falls on a date which is not a Payment Date, the Coupon Payment Date shall not be adjusted in accordance with any Business Day Convention. Nominal: EUR 1,000.00 Coupon Amount: Nominal multiplied by the Fixed Step Rate considering the Coupon Day Count Fraction (30/360) Coupon Payment Date(s): Coupon Payment Date (1): 26 February 2025 Coupon Payment Date (2): 26 February 2026 Coupon Payment Date (3): 26 February 2027 Coupon Payment Date (4): 26 February 2028 Coupon Payment Date (5): 26 February 2029 Relative seniority economic value of the Securities and the economic value of the Underlying. The value of the Security will typically fall if the price of the Underlying falls. The Securities of each Series constitute direct, unsecured, and unsubordinated obligations of have the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of characteristic such that the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability of the Securities Subject to potential selling restrictions, the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF Stuttgart Stock Exchange Nature and scope of the guarantee The obligations of Goldman Sachs Finance Corp International Ltd to pay level of the Settlement Amount and any other amounts payable pursuant to the terms and conditions time for redemption of the Securities depend on whether the Underlying Price has reached or exceeded the Settlement Level on a certain Valuation Date ("Early Settlement Event"). If this is the case, the term of the Securities ends early and the Securities are unconditionally and irrevocably guaranteed redeemed early, whereby the Settlement Amount equals the Calculation Amount multiplied by the guarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Coupon Period Fixed Step Rate Period Fixed Step Rate 1 From (including) 26 February 2024 till (excluding) 26 February 2025 2.75 per cent. per annumSettlement Factor applicable to
Appears in 1 contract
Sources: Endgültige Bedingungen
Introduction. Description and securities identification number The present securities are Step Up & Step Down Quanto Autocallable Securities linked to Novo Nordisk A/S (the "Securities"). ISIN: XS2688686075 DE000GP3MYC9 WKN: GP2LD4 GP3MYC Common Code: 268868607 Code:182059510 The Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇-▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇. ▇ Competent authority The Base Prospectus was approved on 23 February 2023 13 March 2024 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), ▇▇▇▇▇-▇▇▇▇▇-▇▇▇. ▇▇24-▇▇28, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇60439 Frankfurt, Federal Republic of Germany (phone number: +▇▇ (▇)▇▇▇ ▇▇▇▇▇). Domicile and legal form, legislation and country of incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs International Bank Europe SE ("GSIGSBE") or an appropriately licensed affiliate of GSIGSBE. GSFCI issues debt securities primarily to raise funding which is lent to other members of the corporate groupaffiliates. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors The directors of Goldman Sachs Finance Corp International Ltd Ltd. are ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇. Statutory Auditors The annual financial statements of GSFCI for the periods ended 31 December 2022 2023 and 31 December 2021 2022 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 7 More ▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2022 2023 for each of the two years in the period ended 31 December 2022 2023 and 31 December 2021 2022 and from the unaudited interim financial statements for the six months ended 30 June 20232024. * *As values are nil they are not included in the financial statements as of 31 December 2023 and in the financial statements as of 31 December 2022 and/or in the interim financial statements for the six months ended 30 June 20232024. The Issuer is subject to the following key risks: Operating profit/(loss) 62 36 (10) 78 78 (23) Total assets 46,356 34,720 16,605 39,858 49,308 Total shareholder’s equity 709 184 514 ▇▇▇ ▇▇▇ ▇▇▇ Cash flows from operating activities (outflow) 6 1 4 (210) 3 24 Cash flows from financing activities N/A N/A 0* 200 0* Cash flows from investing activities 0* 0* 0* 0* The Issuer is subject to the following key risks: x • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The issued authorised share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20222023. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. x • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. x • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities The present Securities are Step Up & Step Down SecuritiesAutocallable Securities linked to the Underlying. ISIN: XS2688686075 DE000GP3MYC9 WKN: GP2LD4 GP3MYC Common Code: 268868607 182059510 Underlying: Novo Nordisk A/S (ISIN: DK0062498333) Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NVClearstream Banking AG, 1 Boulevard du Roi Frankfurt am Main, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, B-1210 Brussels, and/or Clearstream Banking, société anonyme, ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ (▇▇▇ the "Relevant Clearing System"). Currency, issue size, term of the Securities The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: EUR 50,000,000 150,000 Securities The Securities have a fixed maturity. Rights attached to the Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guaran- tee Guarantee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. Effect of underlying instrument(s) on value of investment In There is a relationship between the case of Step Up & Step Down Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal, subject to a termination of the Securities. Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and a fixed coupon, i.e. the Fixed Step Rate for the respective Coupon Period in the Fixed Step Rate Period (as set out below). Settlement Date: 26 February 2029 Coupon Period: Means each period commencing on (and including) the Coupon Commencement Date or any Coupon Payment Date and ending on (but excluding) the next Coupon Payment, and each Coupon Period shall commence on or end on, as the case may be, the date on which the relevant Coupon Payment Date is scheduled to fall, disregarding any adjustment in accordance with the Business Day Convention (if any). Business Day Convention: If the Coupon Payment Date falls on a date which is not a Payment Date, the Coupon Payment Date shall not be adjusted in accordance with any Business Day Convention. Nominal: EUR 1,000.00 Coupon Amount: Nominal multiplied by the Fixed Step Rate considering the Coupon Day Count Fraction (30/360) Coupon Payment Date(s): Coupon Payment Date (1): 26 February 2025 Coupon Payment Date (2): 26 February 2026 Coupon Payment Date (3): 26 February 2027 Coupon Payment Date (4): 26 February 2028 Coupon Payment Date (5): 26 February 2029 Relative seniority economic value of the Securities and the economic value of the Underlying. The value of the Security will typically fall if the price of the Underlying falls. The Securities of each Series constitute direct, unsecured, and unsubordinated obligations of have the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of characteristic such that the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability of the Securities Subject to potential selling restrictions, the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF Stuttgart Stock Exchange Nature and scope of the guarantee The obligations of Goldman Sachs Finance Corp International Ltd to pay level of the Settlement Amount and any other amounts payable pursuant to the terms and conditions time for redemption of the Securities depend on whether the Underlying Price has reached or exceeded the Settlement Level on a certain Valuation Date ("Early Settlement Event"). If this is the case, the term of the Securities ends early and the Securities are unconditionally and irrevocably guaranteed redeemed early, whereby the Settlement Amount equals the Calculation Amount multiplied by the guarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Coupon Period Fixed Step Rate Period Fixed Step Rate 1 From (including) 26 February 2024 till (excluding) 26 February 2025 2.75 per cent. per annumSettlement Factor applicable to
Appears in 1 contract
Sources: Endgültige Bedingungen
Introduction. Description and securities identification number The present securities are Step Up & Step Down Securities (the "Securities"). ISIN: XS2688686075 XS2689069321 WKN: GP2LD4 GP2LFL Common Code: 268868607 268906932 The Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇-▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇. Competent authority The Base Prospectus was approved on 23 February 2023 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), ▇▇▇▇▇-▇▇▇▇▇-▇▇▇. ▇▇24-▇▇28, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇60439 Frankfurt, Federal Republic of Germany (phone number: +▇▇ (▇)▇▇▇ ▇▇▇▇▇). Domicile and legal form, legislation and country of incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs International ("GSI") or an appropriately licensed affiliate of GSI. GSFCI issues debt securities primarily to raise funding which is lent to other members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors The directors of Goldman Sachs Finance Corp International Ltd are ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. Statutory Auditors The annual financial statements of GSFCI for the periods ended 31 December 2022 and 31 December 2021 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 7 More ▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2022 for each of the two years in the period ended 31 December 2022 and 31 December 2021 and from the unaudited interim financial statements for the six months ended 30 June 2023. * As values are nil they are not included in the financial statements as of 31 December 2022 and/or in the interim financial statements for the six months ended 30 June 2023. Operating profit/(loss) 36 78 78 (23) Total assets 34,720 16,605 39,858 Total shareholder’s equity 709 184 514 Cash flows from operating activities (outflow) 1 4 3 24 Cash flows from financing activities N/A N/A 0* 0* Cash flows from investing activities 0* 0* 0* 0* The Issuer is subject to the following key risks: x • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 2022. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. x • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. x • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities The present Securities are Step Up & Step Down Securities. ISIN: XS2688686075 XS2689069321 WKN: GP2LD4 GP2LFL Common Code: 268868607 268906932 Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi ▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇, B-1210 Brussels, and/or Clearstream Banking, société anonyme, ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (▇▇▇ the "Relevant Clearing System"). Currency, issue issues size, term of the Securities The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: EUR 50,000,000 75,000,000 The Securities have a fixed maturity. Rights attached to the Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guaran- tee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a return on the Securities. Effect of underlying instrument(s) on value of investment In the case of Step Up & Step Down Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal, subject to a termination of the Securities. Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and a fixed coupon, i.e. the Fixed Step Rate for the respective Coupon Period in the Fixed Step Rate Period (as set out below). Settlement Date: 26 February 2029 22 January 2030 Coupon Period: Means each period commencing on (and including) the Coupon Commencement Date or any Coupon Payment Date and ending on (but excluding) the next Coupon Payment, and each Coupon Period shall commence on or end on, as the case may be, the date on which the relevant Coupon Payment Date is scheduled to fall, disregarding any adjustment in accordance with the Business Day Convention (if any). Business Day Convention: If the Coupon Payment Date falls on a date which is not a Payment Date, the Coupon Payment Date shall not be adjusted in accordance with any Business Day Convention. Nominal: EUR 1,000.00 Coupon Amount: Nominal multiplied by the Fixed Step Rate considering the Coupon Day Count Fraction (30/360) Coupon Payment Date(s): Coupon Payment Date (1): 26 February 22 January 2025 Coupon Payment Date (2): 26 February 22 January 2026 Coupon Payment Date (3): 26 February 22 January 2027 Coupon Payment Date (4): 26 February 22 January 2028 Coupon Payment Date (5): 26 February 22 January 2029 Coupon Payment Date (6): 22 January 2030 Relative seniority of the Securities The Securities of each Series constitute direct, unsecured, and unsubordinated obligations of the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability of the Securities Subject to potential selling restrictions, the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF Stuttgart Stock Exchange Nature and scope of the guarantee The obligations of Goldman Sachs Finance Corp International Ltd to pay of the Settlement Amount and any other amounts payable pursuant to the terms and conditions of the Securities are unconditionally and irrevocably guaranteed by the guarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Coupon Period Fixed Step Rate Period Fixed Step Rate 1 From (including) 26 February 22 January 2024 till (excluding) 26 February 22 January 2025 2.75 3.00 per cent. per annum
Appears in 1 contract
Sources: Final Terms
Introduction. Description and securities identification number The present securities are Step Up & Step Down Capped Minimum Amount Securities linked to the MSCI World Index (the "Securities"). ISIN: XS2688686075 JE00BS6BHC31 WKN: GP2LD4 GP2L13 Common Code: 268868607 181990899 The Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇-▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇. ▇ Competent authority The Base Prospectus was approved on 23 February 2023 13 March 2024 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), ▇▇▇▇▇-▇▇▇▇▇-▇▇▇. ▇▇24-▇▇28, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇60439 Frankfurt, Federal Republic of Germany (phone number: +▇▇ (▇)▇▇▇ ▇▇▇▇▇). Domicile and legal form, legislation and country of incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs International Bank Europe SE ("GSIGSBE") or an appropriately licensed affiliate of GSIGSBE. GSFCI issues debt securities primarily to raise funding which is lent to other members of the corporate groupaffiliates. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors The directors of Goldman Sachs Finance Corp International Ltd Ltd. are ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇. Statutory Auditors The annual financial statements of GSFCI for the periods ended 31 December 2022 2023 and 31 December 2021 2022 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 7 More ▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2022 2023 for each of the two years in the period ended 31 December 2022 2023 and 31 December 2021 2022 and from the unaudited interim financial statements for the six months ended 30 June 20232024. * *As values are nil they are not included in the financial statements as of 31 December 2023 and in the financial statements as of 31 December 2022 and/or in the interim financial statements for the six months ended 30 June 20232024. Operating profit/(loss) 62 36 (10) 78 78 (23) Total assets 46,356 34,720 16,605 39,858 49,308 Total shareholder’s equity 709 184 514 ▇▇▇ ▇▇▇ ▇▇▇ Cash flows from operating activities (outflow) 6 1 4 (210) 3 24 Cash flows from financing activities N/A N/A 0* 200 0* Cash flows from investing activities 0* 0* 0* 0* The Issuer is subject to the following key risks: x • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The issued authorised share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20222023. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. x • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. x • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities The present Securities are Step Up & Step Down SecuritiesCapped Minimum Amount Securities linked to the Underlying. ISIN: XS2688686075 JE00BS6BHC31 WKN: GP2LD4 GP2L13 Common Code: 268868607 181990899 Underlying: MSCI World Index (Reuters Code: .MIWO00000PUS) Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi ▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇, B-1210 Brussels, and/or Clearstream Banking, société anonyme, ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (▇▇▇ the "Relevant Clearing System"). Currency, issue size, term of the Securities The Settlement Currency of the Securities is Euro US-Dollar ("EURUSD"). Issue Size: EUR 50,000,000 150,000 Securities The Securities have a fixed maturity. Rights attached to the Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guaran- tee Guarantee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. Effect of underlying instrument(s) on value of investment In There is a relationship between the case of Step Up & Step Down Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal, subject to a termination of the Securities. Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and a fixed coupon, i.e. the Fixed Step Rate for the respective Coupon Period in the Fixed Step Rate Period (as set out below). Settlement Date: 26 February 2029 Coupon Period: Means each period commencing on (and including) the Coupon Commencement Date or any Coupon Payment Date and ending on (but excluding) the next Coupon Payment, and each Coupon Period shall commence on or end on, as the case may be, the date on which the relevant Coupon Payment Date is scheduled to fall, disregarding any adjustment in accordance with the Business Day Convention (if any). Business Day Convention: If the Coupon Payment Date falls on a date which is not a Payment Date, the Coupon Payment Date shall not be adjusted in accordance with any Business Day Convention. Nominal: EUR 1,000.00 Coupon Amount: Nominal multiplied by the Fixed Step Rate considering the Coupon Day Count Fraction (30/360) Coupon Payment Date(s): Coupon Payment Date (1): 26 February 2025 Coupon Payment Date (2): 26 February 2026 Coupon Payment Date (3): 26 February 2027 Coupon Payment Date (4): 26 February 2028 Coupon Payment Date (5): 26 February 2029 Relative seniority economic value of the Securities The Securities of each Series constitute direct, unsecured, and unsubordinated obligations the economic value of the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations Underlying. The value of the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability Security will typically fall if the price of the Securities Subject to potential selling restrictions, the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF Stuttgart Stock Exchange Nature and scope of the guarantee The obligations of Goldman Sachs Finance Corp International Ltd to pay of the Settlement Amount and any other amounts payable pursuant to the terms and conditions of the Securities are unconditionally and irrevocably guaranteed by the guarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Coupon Period Fixed Step Rate Period Fixed Step Rate 1 From (including) 26 February 2024 till (excluding) 26 February 2025 2.75 per cent. per annumUnderlying falls.
Appears in 1 contract
Sources: Endgültige Bedingungen
Introduction. Description and securities identification number The present securities are Step Up & Step Down Securities (the "Securities"). ISIN: XS2688686075 XS2688949341 WKN: GP2LD4 GP2LET Common Code: 268868607 268894934 The Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇-▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇. Competent authority The Base Prospectus was approved on 23 February 2023 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), ▇▇▇▇▇-▇▇▇▇▇-▇▇▇. ▇▇-▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Federal Republic of Germany (phone number: +▇▇ (▇)▇▇▇ ▇▇▇▇▇). Domicile and legal form, legislation and country of incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs International ("GSI") or an appropriately licensed affiliate of GSI. GSFCI issues debt securities primarily to raise funding which is lent to other members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors The directors of Goldman Sachs Finance Corp International Ltd are ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. Statutory Auditors The annual financial statements of GSFCI for the periods ended 31 December 2022 and 31 December 2021 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 7 More ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2022 for each of the two years in the period ended 31 December 2022 and 31 December 2021 and from the unaudited interim financial statements for the six months ended 30 June 2023. * As values are nil they are not included in the financial statements as of 31 December 2022 and/or in the interim financial statements for the six months ended 30 June 2023. The Issuer is subject to the following key risks: Operating profit/(loss) 36 78 78 (23) Total assets 34,720 16,605 39,858 Total shareholder’s equity 709 184 514 Cash flows from operating activities (outflow) 1 4 3 24 Cash flows from financing activities N/A N/A 0* 0* Cash flows from investing activities 0* 0* 0* 0* The Issuer is subject to the following key risks: x Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 2022. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. x Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. x Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities The present Securities are Step Up & Step Down Securities. ISIN: XS2688686075 XS2688949341 WKN: GP2LD4 GP2LET Common Code: 268868607 268894934 Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi ▇▇▇▇▇▇ ▇▇, B-1210 Brussels, and/or Clearstream Banking, société anonyme, ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (▇▇▇ "Relevant Clearing System"). Currency, issue issues size, term of the Securities The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: EUR 50,000,000 The Securities have a fixed maturity. Rights attached to the Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guaran- tee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a return on the Securities. Effect of underlying instrument(s) on value of investment In the case of Step Up & Step Down Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal, subject to a termination of the Securities. Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and a fixed coupon, i.e. the Fixed Step Rate for the respective Coupon Period in the Fixed Step Rate Period (as set out below). Settlement Date: 26 February 2029 20 December 2027 Coupon Period: Means each period commencing on (and including) the Coupon Commencement Date or any Coupon Payment Date and ending on (but excluding) the next Coupon Payment, and each Coupon Period shall commence on or end on, as the case may be, the date on which the relevant Coupon Payment Date is scheduled to fall, disregarding any adjustment in accordance with the Business Day Convention (if any). Business Day Convention: If the Coupon Payment Date falls on a date which is not a Payment Date, the Coupon Payment Date shall not be adjusted in accordance with any Business Day Convention. Nominal: EUR 1,000.00 Coupon Amount: Nominal multiplied by the Fixed Step Rate considering the Coupon Day Count Fraction (30/360) Coupon Payment Date(s): Coupon Payment Date (1): 26 February 2025 20 December 2024 Coupon Payment Date (2): 26 February 2026 20 December 2025 Coupon Payment Date (3): 26 February 2027 20 December 2026 Coupon Payment Date (4): 26 February 2028 Coupon Payment Date (5): 26 February 2029 20 December 2027 Relative seniority of the Securities The Securities of each Series constitute direct, unsecured, and unsubordinated obligations of the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability of the Securities Subject to potential selling restrictions, the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF Stuttgart Stock Exchange Nature and scope of the guarantee The obligations of Goldman Sachs Finance Corp International Ltd to pay of the Settlement Amount and any other amounts payable pursuant to the terms and conditions of the Securities are unconditionally and irrevocably guaranteed by the guarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Brief description of the Guarantor The Goldman Sachs Group, Inc. Legal Entity Identifier (LEI): 784F5XWPLTWKTBV3E584 The Goldman Sachs Group, Inc. is organised in the State of Delaware in the United States as a corporation pursuant to the Delaware General Corporation Law, having unlimited duration and registration number 2923466. The business address of the directors of The Goldman Sachs Group, Inc. is ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇. Coupon Period Fixed Step Rate Period Fixed Step Rate 1 From (including) 26 February 2024 20 December 2023 till (excludingexclud- ing) 26 February 2025 2.75 20 December 2024 2.80 per cent. per annum
Appears in 1 contract
Sources: Endgültige Bedingungen
Introduction. Description and securities identification number The present securities are Step Up & Step Down Fixed Rate Securities (the "Securities"). ISIN: XS2688686075 WKN▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇: GP2LD4 GK1T7M Valor: 117745659 Common Code: 268868607 179022753 The Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇-▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇. Competent authority The Base Prospectus was approved on 23 February 2023 7 April 2022 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), ▇▇▇▇▇Marie- Curie-▇▇▇▇▇Str. 24-▇▇▇. ▇▇-▇▇28, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇60439 Frankfurt, Federal Republic of Germany (phone number: +▇▇ (▇)▇▇▇ ▇▇▇▇▇). Domicile and legal form, legislation and country of incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs International ("GSI") or an appropriately licensed affiliate of GSI. GSFCI issues debt securities primarily to raise funding which is lent to other members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors The directors of Goldman Sachs Finance Corp International Ltd Ltd. are ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Mertz and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇. Statutory Auditors The annual financial statements of GSFCI for the periods ended 31 December 2022 2021 and 31 December 2021 2020 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 7 More ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2022 2021 for each of the two years in the period ended 31 December 2022 2021 and 31 December 2020. Summary information ±income statement Year ended 31 December 2021 and from the unaudited interim financial statements for the six months (audited) Year ended 30 June 2023. * 31 December 2020 (audited) (in millions USD) (in millions USD) Selected income statement data Operating profit 78 38 Summary information ±balance sheet As values are nil they are not included in the financial statements as of 31 December 2022 and/or 2021 (audited) As of 31 December 2020 (audited) (in the interim financial statements for the six months ended 30 June 2023. Operating profit/(lossmillions USD) 36 78 78 (23in millions USD) Total assets 34,720 16,605 39,858 Total shareholder’s equity 709 15,518 7RWDO VKDUHKR 184 514 48 Summary information ±cash flow Year ended 31 December 2021 (audited) Year ended 31 December 2020 (audited) (in millions USD) (in millions USD) Cash flows from operating activities ac- tivities (outflow) 1 4 3 24 (131) Cash flows from financing activities ac- tivities N/A N/A 0* 0* 125 Cash flows from investing activities 0* 0* ac- tivities 0* 0* The Issuer is subject to the following key risks: x Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20222019. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. x Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. x Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive WR *6)&,¶V OLTXLGLW\ $ UHGXUFVWHLOR\Q DLIQI H*F6W* ¶*V6 )F&U,H¶G position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt marketsLWV FUHGLW ULVN *6&),¶V OLTXLGLW\ FeRbt XmaOrkGets , an inability to aEn Hina bilLityPtoS access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities The present Securities are Step Up & Step Down Fixed Rate Securities. ISIN: XS2688686075 WKN▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇: GP2LD4 GK1T7M Valor: 117745659 Common Code: 268868607 179022753 Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi ▇▇▇▇▇▇ ▇▇, B-1210 Brussels, and/or Clearstream Banking, société anonyme, ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (▇▇▇ "Relevant Clearing System"). Currency, issue issues size, term of the Securities The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: EUR 50,000,000 100,000 Securities The Securities have a fixed maturity. Rights attached to the Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guaran- tee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a return on the Securities. Effect of underlying instrument(s) on value of investment In the case of Step Up & Step Down Fixed Rate Securities, the Security Holder receives at maturity a Settlement Amount equal to the NominalCalculation Amount, subject to a termination of the Securities. Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal Calculation Amount and a fixed the coupon, i.e. the Fixed Step Rate for the respective Coupon Period in the Fixed Step Rate Period (as set out below)Rate. Settlement Date: 26 February 2029 25 July 2025 Fixed Coupon PeriodRate: Means each period commencing on (and including) the The Fixed Coupon Commencement Date or any Coupon Payment Date and ending on (but excluding) the next Coupon Payment, and each Coupon Period shall commence on or end on, as the case may be, the date on which the relevant Coupon Payment Date Rate is scheduled to fall, disregarding any adjustment in accordance with the Business Day Convention (if any)2.35 per cent. p.a. Business Day Convention: If the Coupon Payment Date falls on a date which is not a Payment Date, then the Coupon Payment Date Security Holder shall not be adjusted entitled to payment until the next such Payment Date in accordance with any Business Day Conventionthe relevant place. NominalThe Security Holder shall not be entitled to further interest or other payment in respect of such delay nor, as the case may be, shall the amount of interest to be paid be reduced due to such deferment. Calculation Amount: EUR 1,000.00 Coupon Amount: Nominal Calculation Amount multiplied by the Fixed Step Coupon Rate considering the Coupon Day Count Fraction (30/36030/360 ISDA) Coupon Payment Date(s): Coupon Payment Date (1): 26 February 2025 Coupon Payment Date (2): 26 February 2026 Coupon Payment Date (3): 26 February 2027 Coupon Payment Date (4): 26 February 2028 Coupon Payment Date (5): 26 February 2029 Annually, on 25th of each July, starting on 25 July 2023 up to and including the scheduled Settlement Date, each subject to the Business Day Convention. Relative seniority of the Securities The Securities of each Series constitute direct, unsecured, and unsubordinated obligations of the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability of the Securities Subject to potential selling restrictions, the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF Stuttgart Stock Exchange An admission to trading or listing of the Securities is not intended. Nature and scope of the guarantee The obligations of Goldman Sachs Finance Corp International Ltd to pay of the Settlement Amount and any other amounts payable pursuant to the terms and conditions of the Securities are unconditionally and irrevocably guaranteed by the guarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Coupon Period Fixed Step Rate Period Fixed Step Rate 1 From Brief description of the Guarantor The Goldman Sachs Group, Inc. Legal Entity Identifier (includingLEI): 784F5XWPLTWKTBV3E584 The Goldman Sachs Group, Inc. is organised in the State of Delaware in the United States as a corporation pursuant to the Delaware General Corporation Law, having unlimited duration and registration number 2923466. The business address of the directors of The Goldman Sachs Group, Inc. is ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇. Relevant key financial information of the Guarantor The following table shows selected key historical financial information prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) 26 February 2024 till in relation to the Guarantor which is derived from the audited consolidated financial statements as of 31 December 2021 for each of the two years in the period ended 31 December 2021 and 31 December 2020 and the unaudited consolidated financial statements for the period ended 31 March 2022: Summary information ±income statement (excludingin millions USD, except per share Year ended 31 Year ended 31 3-month-pe- 3-month-pe- amounts) 26 February 2025 2.75 December December riod ended 31 riod ended 31 2021 (audited) 2020 (audited) March 2022 March 2021 (unaudited) (unaudited) Selected income statement data Net interest income 6,470 4,751 1,827 1,482 Commissions and fees 3,619 3,548 1,011 1,073 Provision for credit losses 357 3,098 561 -70 Total net revenues 59,339 44,560 12,933 17,704 Pre-tax earnings 27,044 12,479 4,656 8,337 Net earnings applicable to common share- holders 21,151 8,915 3,831 6,711 Earnings per common share (basic) 60.25 24.94 10.87 18.80 Summary information ±balance sheet (in millions USD) As of 31 December 2021 (audited) As of 31 December 2020 (audited) As of 31 March 2022 (unaudited) Total assets 1,463,988 1,163,028 1,589,441 Unsecured borrowings excluding subordi- nated borrowings 287,642 251,247 303,137 Subordinated borrowings 13,405 15,104 13,331 Customer and other receivables 160,673 121,331 174,637 Customer and other payables 251,931 190,658 292,981 7RWDO OLDELOLWLHV 1,463,988 1,163,028 1,589,441 (in per cent.) Common Equity Tier 1 (CET1) capital ra- tio (standardized) 14.2 14.7 14.4 Total capital ratio (standardized) 17.9 19.5 18.1 Tier 1 leverage ratio 7.3 8.1 7.1 Most material risk factors pertaining to the Guarantor The Guarantor is subject to the following key risks: x Security Holders are exposed to the creditworthiness of GSG as guarantor of the Securities. per annumGSG faces a variety of risks that are substantial and inherent in its businesses, including the following risks: Market risks, liquidity risks, credit risks, market developments and general business environment risks, operational risks, legal and regulatory risks and competition risks. If one of these risks materializes this may negatively affect GSG's earnings and/or finan- cial condition and, therefore, its ability to fulfil payment obligations as Guarantor under the Securities. In the event that neither GSFCI nor GSG are able to fulfil their obligations under the Securities the security holder may suffer a loss or even a total loss. The specific risk factors related to the Securities are described below:
Appears in 1 contract
Sources: Final Terms
Introduction. Description and securities identification number The present securities are Step Up & Step Down Autocallable Securities linked to the S&P 500® Index (the "Securities"). ISIN: XS2688686075 JE00BLS2TL88 WKN: GP2LD4 GP2K84 Common Code: 268868607 181492058 The Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇-▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇. ▇ Competent authority The Base Prospectus was approved on 23 February 17 March 2023 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), ▇▇▇▇▇Ma- rie-▇▇▇▇▇Curie-▇▇▇Str. ▇▇24-▇▇28, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇60439 Frankfurt, Federal Republic of Germany (phone number: +▇▇ (▇)▇▇▇ ▇▇▇▇▇). Domicile and legal form, legislation and country of incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs International ("GSI") or an appropriately licensed affiliate of GSI. GSFCI issues debt securities primarily to raise funding which is lent to other members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors The directors of Goldman Sachs Finance Corp International Ltd are ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. Statutory Auditors The annual financial statements of GSFCI for the periods ended 31 December 2022 and 31 December 2021 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 7 More ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2022 for each of the two years in the period ended 31 December 2022 and 31 December 2021 and from the unaudited interim financial statements for the six months ended 30 June 2023. * As values are nil they are not included in the financial statements as of 31 December 2022 and/or in the interim financial statements for the six months ended 30 June 2023. The Issuer is subject to the following key risks: Operating profit/(loss) 36 78 78 (23) (in millions USD) As of 31 December 2022 (audited) As of 31 December 2021 (audited) As of 30 June 202(unaudited) Total assets 34,720 16,605 39,858 Total shareholder’s VKDUHK equity 709 184 514 Cash flows from operating operat- ing activities (outflow) 1 4 3 24 Cash flows from financing financ- ing activities N/A N/A 0* 0* Cash flows from investing invest- ing activities 0* 0* 0* 0* The Issuer is subject to the following key risks: x Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 2022. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. x Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. x Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive cred position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to imp access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities The present Securities are Step Up & Step Down SecuritiesAutocallable Securities linked to the Underlying. ISIN: XS2688686075 JE00BLS2TL88 WKN: GP2LD4 GP2K84 Common Code: 268868607 181492058 Underlying: S&P 500® Index (Reuters Code: .SPX) Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi ▇▇▇▇▇▇ ▇▇, B-1210 Brussels, and/or Clearstream Banking, société anonyme, ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (▇▇▇ "Relevant Clearing System"). Currency, issue issues size, term of the Securities The Settlement Currency of the Securities is Euro US-Dollar ("EURUSD"). Issue Size: EUR 50,000,000 50,000 Securities The Securities have a fixed maturity. Rights attached to the Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guaran- tee Guarantee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. Effect of underlying instrument(s) on value of investment In There is a relationship between the case of Step Up & Step Down Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal, subject to a termination of the Securities. Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and a fixed coupon, i.e. the Fixed Step Rate for the respective Coupon Period in the Fixed Step Rate Period (as set out below). Settlement Date: 26 February 2029 Coupon Period: Means each period commencing on (and including) the Coupon Commencement Date or any Coupon Payment Date and ending on (but excluding) the next Coupon Payment, and each Coupon Period shall commence on or end on, as the case may be, the date on which the relevant Coupon Payment Date is scheduled to fall, disregarding any adjustment in accordance with the Business Day Convention (if any). Business Day Convention: If the Coupon Payment Date falls on a date which is not a Payment Date, the Coupon Payment Date shall not be adjusted in accordance with any Business Day Convention. Nominal: EUR 1,000.00 Coupon Amount: Nominal multiplied by the Fixed Step Rate considering the Coupon Day Count Fraction (30/360) Coupon Payment Date(s): Coupon Payment Date (1): 26 February 2025 Coupon Payment Date (2): 26 February 2026 Coupon Payment Date (3): 26 February 2027 Coupon Payment Date (4): 26 February 2028 Coupon Payment Date (5): 26 February 2029 Relative seniority economic value of the Securities and the economic value of the Underlying. The value of the Security will typically fall if the price of the Underlying falls. The Securities of each Series constitute direct, unsecured, and unsubordinated obligations of have the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of characteristic such that the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability of the Securities Subject to potential selling restrictions, the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF Stuttgart Stock Exchange Nature and scope of the guarantee The obligations of Goldman Sachs Finance Corp International Ltd to pay level of the Settlement Amount and any other amounts payable pursuant to the terms and conditions time for redemption of the Securities depend on whether the Underlying Price has reached or exceeded the Settlement Level on a certain Valuation Date ("Early Settlement Event"). If this is the case, the term of the Securities ends early and the Securities are unconditionally and irrevocably guaranteed by the guarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Coupon Period Fixed Step Rate Period Fixed Step Rate 1 From (including) 26 February 2024 till (excluding) 26 February 2025 2.75 per cent. per annumredeemed
Appears in 1 contract
Sources: Endgültige Bedingungen
Introduction. Description and securities identification number number The present securities are Step Up & Step Down Fixed Rate Securities (the "Securities"). ISIN: XS2688686075 XS2481058365 WKN: GP2LD4 GK1T70 Valor: 116688246 Common Code: 268868607 248105836 The Issuer Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s) Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇-▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇. Competent authority The Base Prospectus was approved on 23 February 2023 7 April 2022 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), ▇▇▇▇▇Marie- Curie-▇▇▇▇▇Str. 24-▇▇▇. ▇▇-▇▇28, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇60439 Frankfurt, Federal Republic of Germany (phone number: +▇▇ (▇)▇▇▇ ▇▇▇▇▇). Domicile and legal form, legislation and country of incorporation incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs International ("GSI") or an appropriately licensed affiliate of GSI. GSFCI issues debt securities primarily to raise funding which is lent to other members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors Directors The directors of Goldman Sachs Finance Corp International Ltd Ltd. are ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. Statutory Auditors Auditors The annual financial statements of GSFCI for the periods ended 31 December 2022 2021 and 31 December 2021 2020 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 7 More ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2022 2021 for each of the two years in the period ended 31 December 2022 2021 and 31 December 2021 and from the unaudited interim financial statements for the six months 2020. Summary information – income statement Year ended 30 June 2023. * 31 December 2021 (audited) Year ended 31 December 2020 (audited) (in millions USD) (in millions USD) Selected income statement data Operating profit 78 38 Summary information – balance sheet As values are nil they are not included in the financial statements as of 31 December 2022 and/or 2021 (audited) As of 31 December 2020 (audited) (in the interim financial statements for the six months ended 30 June 2023. Operating profit/(lossmillions USD) 36 78 78 (23in millions USD) Total assets 34,720 assets 16,605 39,858 15,518 Total shareholder’s equity 709 equity 184 514 48 Summary information – cash flow Year ended 31 December 2021 (audited) Year ended 31 December 2020 (audited) (in millions USD) (in millions USD) Cash flows from operating activities ac- tivities (outflowoutflow) 4 (131) 1 4 3 24 Cash flows from financing activities ac- tivities N/A N/A 0* 0* 125 Cash flows from investing activities 0* 0* ac- tivities 0* 0* The Issuer is subject to the following key risks: x risks: • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20222019. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. x • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. x • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities Securities The present Securities are Step Up & Step Down Fixed Rate Securities. ISIN: XS2688686075 XS2481058365 WKN: GP2LD4 GK1T70 Valor: 116688246 Common Code: 268868607 248105836 Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi ▇▇▇▇▇▇ ▇▇, B-1210 Brussels, and/or Clearstream Banking, société anonyme, ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (▇▇▇ "Relevant Clearing System"). Currency, issue issues size, term of the Securities Securities The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: EUR 50,000,000 1,000,000 The Securities have a fixed maturity. Rights attached to the Securities Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guaran- tee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a return on the Securities. Effect of underlying instrument(s) on value of investment In the case of Step Up & Step Down Fixed Rate Securities, the Security Holder receives at maturity a Settlement Amount equal to the NominalNominal , subject to a termination of the Securities. Securities. Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and a fixed the coupon, i.e. the Fixed Step Rate for the respective Coupon Period in the Fixed Step Rate Period (as set out below)Rate. Settlement Date: 26 12 February 2029 2025 Fixed Coupon PeriodRate: Means each period commencing on (and including) the The Fixed Coupon Commencement Date or any Coupon Payment Date and ending on (but excluding) the next Coupon Payment, and each Coupon Period shall commence on or end on, as the case may be, the date on which the relevant Coupon Payment Date Rate is scheduled to fall, disregarding any adjustment in accordance with the Business Day Convention (if any)1.65 per cent. p.a. Business Day Convention: If the Coupon Payment Date falls on a date which is not a Payment Date, then the Coupon Payment Date Security Holder shall not be adjusted entitled to payment until the next such Payment Date in accordance with any Business Day Conventionthe relevant place. The Security Holder shall not be entitled to further interest or other payment in respect of such delay nor, as the case may be, shall the amount of interest to be paid be reduced due to such deferment. Nominal: EUR 1,000.00 Coupon Amount: Nominal multiplied by the Fixed Step Coupon Rate considering the Coupon Day Count Fraction (30/36030/360 ISDA) Coupon Payment Date(s): Coupon Payment Date (1): 26 12 February 2025 Coupon Payment Date (2): 26 2024 and 12 February 2026 Coupon Payment Date (3): 26 February 2027 Coupon Payment Date (4): 26 February 2028 Coupon Payment Date (5): 26 February 2029 2025, each subject to the Business Day Convention. Relative seniority of the Securities Securities The Securities of each Series constitute direct, unsecured, and unsubordinated obligations of the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability of the Securities Subject to potential selling restrictions, the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF Stuttgart MTF Frankfurt Stock Exchange Nature and scope of the guarantee guarantee The obligations of Goldman Sachs Finance Corp International Ltd to pay of the Settlement Amount and any other amounts payable pursuant to the terms and conditions of the Securities are unconditionally and irrevocably guaranteed by the guarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Coupon Period Fixed Step Rate Period Fixed Step Rate 1 From Brief description of the Guarantor The Goldman Sachs Group, Inc. Legal Entity Identifier (includingLEI): 784F5XWPLTWKTBV3E584 The Goldman Sachs Group, Inc. is organised in the State of Delaware in the United States as a corporation pursuant to the Delaware General Corporation Law, having unlimited duration and registration number 2923466. The business address of the directors of The Goldman Sachs Group, Inc. is ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇. Relevant key financial information of the Guarantor The following table shows selected key historical financial information prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) 26 February 2024 till in relation to the Guarantor which is derived from the audited consolidated financial statements as of 31 December 2021 for each of the two years in the period ended 31 December 2021 and 31 December 2020 and the unaudited consolidated financial statements for the period ended 31 March 2022: Summary information – income statement (excluding) 26 February 2025 2.75 in millions USD, except per cent. per annumshare Year ended 31 Year ended 31 3-month-pe- 3-month-pe-
Appears in 1 contract
Sources: Final Terms