Primary Offering Prospectus (Form 424B2)
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-284538
The information in this preliminary pricing supplement is not complete and may be changed. This preliminary pricing supplement is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject to Completion. Dated $ Callable 10-Year CMT Rate-Linked Range Accrual Notes due guaranteed by The Goldman Sachs Group, Inc. |
Subject to our redemption right described below, interest, if any, on your notes will be paid quarterly on the 28th day of each March, June, September and December, commencing on the first interest payment date (expected to be
We may redeem your notes at 100% of their face amount plus any accrued and unpaid interest on any quarterly interest payment date on or after
To determine your annualized interest rate for each interest payment date, we will (i) divide the number of reference dates in such interest period on which the 10-year CMT rate is equal to or less than 5.00% by the total number of reference dates in such interest period and (ii) multiply the resulting fraction by the interest factor. Your quarterly interest payment, if any, will be determined in accordance with the 30/360 (ISDA) day count convention. See page PS-3. You will not receive any interest on your notes on an interest payment date if, on each reference date during the related interest period, the 10-year CMT rate is greater than 5.00%.
If we do not redeem your notes, on the stated maturity date we will pay you an amount in cash equal to the outstanding face amount of your notes plus any accrued and unpaid interest.
You should read the disclosure herein to better understand the terms and risks of your investment, including the credit risk of
The estimated value of your notes at the time the terms of your notes are set on the trade date is expected to be between
Original issue date: |
expected to be |
Original issue price: |
100% of the face amount* |
Underwriting discount: |
% of the face amount* |
Net proceeds to the issuer: |
% of the face amount |
* The original issue price will be % for certain investors; see "Supplemental Plan of Distribution; Conflicts of Interest" on page PS-19 for additional information regarding the fees comprising the underwriting discount.
Neither the
Pricing Supplement No. dated , 2025. |
The issue price, underwriting discount and net proceeds listed above relate to the notes we sell initially. We may decide to sell additional notes after the date of this pricing supplement, at issue prices and with underwriting discounts and net proceeds that differ from the amounts set forth above. The retu(whether positive or negative) on your investment in notes will depend in part on the issue price you pay for such notes.
Estimated Value of Your Notes The estimated value of your notes at the time the terms of your notes are set on the trade date (as determined by reference to pricing models used by Prior to , the price (not including GS&Co.'s customary bid and ask spreads) at which GS&Co. would buy or sell your notes (if it makes a market, which it is not obligated to do) will equal approximately the sum of (a) the then-current estimated value of your notes (as determined by reference to GS&Co.'s pricing models) plus (b) any remaining additional amount (the additional amount will decline to zero on a straight-line basis from the time of pricing through ). On and after , the price (not including GS&Co.'s customary bid and ask spreads) at which GS&Co. would buy or sell your notes (if it makes a market) will equal approximately the then-current estimated value of your notes determined by reference to such pricing models. |
About Your Prospectus The notes are part of the Medium-Term Notes, Series F program of The information in this pricing supplement supersedes any conflicting information in the documents listed above. In addition, some of the terms or features described in the listed documents may not apply to your notes. We refer to the notes we are offering by this pricing supplement as the "offered notes" or the "notes". Each of the offered notes has the terms described below. Please note that in this pricing supplement, references to " The notes will be issued in book-entry form and represented by master note no. 3, dated |
PS-2
TERMS AND CONDITIONS
CUSIP / ISIN: 40058HAL3 / US40058HAL33
Company (Issuer):
Guarantor: The Goldman Sachs Group, Inc.
Face amount: $ in the aggregate on the original issue date; the aggregate face amount may be increased if the company, at its sole option, decides to sell an additional amount on a date subsequent to the trade date.
Authorized denominations:
Principal amount: Subject to redemption by the company as provided under "- Company's redemption right" below, on the stated maturity date, in addition to any accrued and unpaid interest, the company will pay, for each
Company's redemption right: the company may redeem this note at its option, in whole but not in part, on any redemption date. If the company so elects to redeem this note, on such redemption date, in addition to any accrued and unpaid interest, the company will pay, for each
If the company chooses to exercise its redemption right, it will notify the holder of this note and the trustee by giving at least five business days' prior notice. The day the company gives the notice, which will be a business day, will be the redemption notice date and the interest payment date specified by the company in the redemption notice, which in all cases will be on or after
The company will not give a redemption notice that results in a redemption date later than the stated maturity date. A redemption notice, once given, shall be irrevocable.
Redemption dates: the interest payment date that is expected to fall on
Interest: Until the principal of this note is paid or made available for payment, the company will pay, on each interest payment date, interest on each
With respect to each
All percentages resulting from any calculation relating to this note will be rounded upward or downward, as appropriate, to the next higher or lower one hundred-thousandth of a percentage point, e.g., 9.876541% (or .09876541) being rounded down to 9.87654% (or .0987654) and 9.876545% (or .09876545) being rounded up to 9.87655% (or .0987655). All amounts used in or resulting from any calculation relating to this note will be rounded upward or downward, as appropriate, to the nearest cent, with one-half cent or one-half of a corresponding hundredth of a unit or more being rounded upward.
Interest accrual period: the period from and including the last date to which interest has been paid or made available for payment (or, with respect to the first interest payment date, the original issue date) to but excluding the next date to which interest will be paid, subject to the business day convention.
Day count convention: 30/360 (ISDA), which means the number of days in the interest accrual period in respect of which payment is being made divided by 360, calculated on a formula basis as follows:
PS-3
[360 × ( |
360 |
where:
"
"
"M1" is the calendar month, expressed as a number, in which the first day of the interest accrual period falls;
"M2" is the calendar month, expressed as a number, in which the day immediately following the last day included in the interest accrual period falls;
"D1" is the first calendar day, expressed as a number, of the interest accrual period, unless such number would be 31, in which case D1 will be 30; and
"D2" is the calendar day, expressed as a number, immediately following the last day included in the interest accrual period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30.
Interest rate: With respect to any interest payment date, determined on the immediately preceding interest determination date based on the reference rate on each reference date during the interest period immediately preceding such interest payment date. The interest rate will be equal to the product of (i) the interest factor times (ii) the quotient of (a) the number of reference dates during the applicable interest period when the reference rate was equal to or less than 5.00% divided by (b) the number of reference dates in such interest period. Notwithstanding the foregoing, the rate at which interest accrues on this note shall not at any time be higher than the maximum rate permitted by
Interest factor: 8.00%
Reference date: for each interest period, each day that is a scheduled
Interest period: the period from and including the relevant interest determination date (or the original issue date in the case of the initial interest period) to but excluding the next succeeding interest determination date
Interest determination dates: for each interest payment date, the fourth scheduled
Interest payment dates (set on the trade date): quarterly; expected to be the 28th day of each March, June, September and December, commencing in
Business day convention: following unadjusted, meaning that for any interest payment date, other than the maturity, that falls on a day that is not a business day, any payment due on such interest payment date will be postponed to the next day that is a business day; provided that interest due with respect to such interest payment date shall not accrue from and including such interest payment date to and including the date of payment of such interest as so postponed. Interest accrual periods also are not adjusted for non-business days. If the stated maturity date or earlier redemption date does not occur on the originally scheduled day (because the originally scheduled stated maturity date or earlier redemption date is not a business day), the interest payment date scheduled to occur on that day will instead occur on the postponed stated maturity date or postponed earlier redemption date. However, interest shall not accrue from and including such originally scheduled interest payment date to and including the postponed stated maturity date or postponed earlier redemption date.
Regular record dates: for interest due on an interest payment date, the business day immediately preceding such interest payment date (as such payment date may be adjusted)
Reference rate: for any day, the yield for
PS-4
Governors, or its successor, on its website or in another recognized electronic source for such day, in each case as determined by the calculation agent in its sole discretion.
If, by approximately
If the
Trade date: expected to be
Original issue date (set on the trade date): expected to be
Determination date (set on the trade date): the last interest determination date, expected to be
Stated maturity date (set on the trade date): expected to be
Index maturity: the period to maturity of the instrument or obligation on which the interest amount formula is based.
Consequences of a non-
Notwithstanding the above, if the calculation agent determines that the reference rate is not available on the last reference date in any applicable interest period, the calculation agent will determine the reference rate for such
PS-5
reference date based on its assessment, made in its sole discretion, of the reference rate at the applicable time on such reference date.
Calculation agent:
Tax characterization: The holder, on behalf of itself and any other person having a beneficial interest in this note, hereby agrees with the company (in the absence of a change in law, an administrative determination or a judicial ruling to the contrary) to characterize this note for all
Overdue principal rate: the effective Federal Funds rate
Overdue interest rate: the interest rate in effect during the immediately preceding interest accrual period prior to the due date of such installment of interest
PS-6
HYPOTHETICAL EXAMPLES
The following examples are provided for purposes of illustration only. They should not be taken as an indication or prediction of future investment results and are intended merely to illustrate (i) the method we will use to determine the interest rate with respect to any given interest payment date, which is based on the reference rate on the applicable reference dates in the immediately preceding interest period and (ii) the method we will use to calculate the amount of interest accrued between interest payment dates, in each case assuming all other variables remain constant.
The examples below are based on a range of reference rates that are entirely hypothetical; no one can predict what the reference rate will be on any day throughout the life of your notes and what the interest rate will be on any interest payment date. The reference rate has been highly volatile in the past - meaning that the reference rate has changed substantially in relatively short periods - and its performance cannot be predicted for any future period.
The information in the following examples reflects the method we will use to calculate the interest rate applicable to any interest payment date and the hypothetical rates of retuon the offered notes assuming that they are purchased on the original issue date at the face amount and held to the stated maturity date. If you sell your notes in a secondary market prior to the stated maturity date or date of early redemption, as the case may be, your retuwill depend upon the market value of your notes at the time of sale, which may be affected by a number of factors that are not reflected in the examples below such as interest rates, the volatility of the reference rate, the creditworthiness of
Key Terms and Assumptions |
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Face amount |
|
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Interest factor |
8.00% |
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The day count convention calculation results in an accrued interest factor of 0.25 |
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The notes are not redeemed No non- Notes purchased on original issue date at the face amount and held to the stated maturity date |
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For these reasons, the actual reference rate on any reference date in any interest period, as well as the interest payable on each interest payment date, may bear little relation to the hypothetical examples shown below or to the historical levels of the reference rates shown elsewhere in this pricing supplement. For information about the reference rate during recent periods, see "Historical 10-Year CMT Rates" on page PS-15. Before investing in the notes, you should consult publicly available information to determine the reference rate between the date of this pricing supplement and the date of your purchase of the notes.
PS-7
The table below illustrates the method we will use to calculate the interest rate with respect to an interest payment date, subject to the key terms and assumptions above.
The numbers in the first column in the table below represent the number of reference dates ("N") during any given interest period for which the reference rate is equal to or less than 5.00%. The amounts in the fourth column represent the hypothetical interest amount, as a percentage of the face amount of each note, that would be payable with respect to a given interest period in which the reference rate is equal to or less than 5.00% for a given number of reference dates (as specified in the first column). The values below have been rounded for ease of analysis.
Also, the information in the table below does not take into account the effect of applicable taxes.
N* (A) |
Assumed number of reference dates in an interest period (B) |
Fraction (A/B) × 8.00% |
Amount of interest to be paid on the related interest payment date (using 30/360 (ISDA) |
0 |
60 |
0.00000000 |
0.00% |
15 |
60 |
0.02000000 |
0.50% |
30 |
60 |
0.04000000 |
1.00% |
45 |
60 |
0.06000000 |
1.50% |
60 |
60 |
0.08000000 |
2.00% |
*The number of reference dates for which the reference rate is equal to or less than 5.00% in a given interest period is subject to numerous adjustments, as described elsewhere in this pricing supplement.
Payments on the notes are economically equivalent to the amounts that would be paid on a combination of other instruments. For example, payments on the notes are economically equivalent to a combination of an interest-bearing bond bought by the holder and one or more options entered into between the holder and us (with one or more implicit option premiums paid over time). The discussion in this paragraph does not modify or affect the terms of the notes or the
We cannot predict the actual reference rate on any day or what the market value of your notes will be on any particular day, nor can we predict the relationship among the reference rate and the market value of your notes at any time prior to the stated maturity date. The actual interest payment, if any, that a holder of the notes will receive on each interest payment date and the rate of retuon the offered notes will depend on the actual reference rates determined by the calculation agent as described above. Moreover, the assumptions on which the hypothetical examples are based may tuout to be inaccurate. Consequently, the interest amount to be paid in respect of your notes, if any, may be very different from the information reflected in the examples above. |
PS-8
ADDITIONAL RISK FACTORS SPECIFIC TO YOUR NOTES
An investment in your notes is subject to the risks described below, as well as the risks and considerations described in the accompanying prospectus, in the accompanying prospectus supplement and under "Additional Risk Factors Specific to the Notes" in the accompanying general terms supplement no. 17,741. You should carefully review these risks and considerations as well as the terms of the notes described herein and in the accompanying prospectus, the accompanying prospectus supplement and the accompanying general terms supplement no. 17,741. Your notes are a riskier investment than ordinary debt securities. You should carefully consider whether the offered notes are appropriate given your particular circumstances. |
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Risks Related to Structure, Valuation and Secondary Market Sales
The Estimated Value of Your Notes At the Time the Terms of Your Notes Are Set On the Trade Date (as Determined By Reference to Pricing Models Used By GS&Co.) Is Less Than the Original Issue Price Of Your Notes
The original issue price for your notes exceeds the estimated value of your notes as of the time the terms of your notes are set on the trade date, as determined by reference to GS&Co.'s pricing models and taking into account our credit spreads. Such estimated value on the trade date is set forth above under "Estimated Value of Your Notes"; after the trade date, the estimated value as determined by reference to these models will be affected by changes in market conditions, the creditworthiness of
In estimating the value of your notes as of the time the terms of your notes are set on the trade date, as disclosed above under "Estimated Value of Your Notes", GS&Co.'s pricing models consider certain variables, including principally our credit spreads, interest rates (forecasted, current and historical rates), volatility, price-sensitivity analysis and the time to maturity of the notes. These pricing models are proprietary and rely in part on certain assumptions about future events, which may prove to be incorrect. As a result, the actual value you would receive if you sold your notes in the secondary market, if any, to others may differ, perhaps materially, from the estimated value of your notes determined by reference to our models due to, among other things, any differences in pricing models or assumptions used by others. See "- The Market Value of Your Notes May Be Influenced by Many Unpredictable Factors" below.
The difference between the estimated value of your notes as of the time the terms of your notes are set on the trade date and the original issue price is a result of certain factors, including principally the underwriting discount and commissions, the expenses incurred in creating, documenting and marketing the notes, and an estimate of the difference between the amounts we pay to GS&Co. and the amounts GS&Co. pays to us in connection with your notes. We pay to GS&Co. amounts based on what we would pay to holders of a non-structured note with a similar maturity. In retufor such payment, GS&Co. pays to us the amounts we owe under your notes.
In addition to the factors discussed above, the value and quoted price of your notes at any time will reflect many factors and cannot be predicted. If GS&Co. makes a market in the notes, the price quoted by GS&Co. would reflect any changes in market conditions and other relevant factors, including any deterioration in our creditworthiness or perceived creditworthiness or the creditworthiness or perceived creditworthiness of The Goldman Sachs Group, Inc. These changes may adversely affect the value of your notes, including the price you may receive for your notes in any market making transaction. To the extent that GS&Co. makes a market in the notes, the quoted price will reflect the estimated value determined by reference to GS&Co.'s pricing models at that time, plus or minus its then current bid and ask spread for similar sized trades of structured notes (and subject to the declining excess amount described above).
Furthermore, if you sell your notes, you will likely be charged a commission for secondary market transactions, or the price will likely reflect a dealer discount. This commission or discount will further reduce the proceeds you would receive for your notes in a secondary market sale.
PS-9
There is no assurance that GS&Co. or any other party will be willing to purchase your notes at any price and, in this regard, GS&Co. is not obligated to make a market in the notes. See "Additional Risk Factors Specific to the Notes - Your Notes
The Notes Are Subject to the Credit Risk of the Issuer and the Guarantor
Although the interest payments on the notes, if any, will be based on the reference rate, the payment of any amount due on the notes is subject to the credit risk of
We Are Able to Redeem Your Notes at Our Option
On any quarterly interest payment date on or after
If the Reference Rate Is Greater Than 5.00% For Any Reference Date in Any Interest Period, the Interest Rate With Respect to the Next Interest Payment Date Will Be Reduced
Because of the formula used to calculate the interest rate applicable to your notes, if, for any reference date in any applicable interest period, the reference rate is greater than 5.00%, the interest rate with respect to the next interest payment date will be reduced. Therefore, if the reference rate is greater than 5.00% for each reference date for an entire interest period, you will receive no interest on the related interest payment date. In such case, even if you receive some interest payments on some of the interest payment dates, the overall retuyou eaon your notes may be less than you would have earned by investing in a non-indexed debt security of comparable maturity that bears interest at a prevailing market rate.
If You Purchase Your Notes at a Premium to Face Amount, the Retuon Your Investment Will Be
The amount you will be paid for your notes on the stated maturity date or the amount we will pay you upon any early redemption of your notes will not be adjusted based on the issue price you pay for the notes. If you purchase notes at a price that differs from the face amount of the notes, then the retuon your investment in such notes held to the stated maturity date or the date of early redemption will differ from, and may be substantially less than, the retuon notes purchased at face amount. If you purchase your notes at a premium to face amount and hold them to the stated maturity date or the date of early redemption, the retuon your investment in the notes will be lower than it would have been had you purchased the notes at face amount or a discount to face amount.
The Market Value of Your Notes May Be Influenced by Many Unpredictable Factors
When we refer to the market value of your notes, we mean the value that you could receive for your notes if you chose to sell them in the open market before the stated maturity date. A number of factors, many of which are beyond our control, will influence the market value of your notes, including:
PS-10
Without limiting the foregoing, the market value of your notes may be negatively impacted by increasing interest rates. Such adverse impact of increasing interest rates could be significantly enhanced in notes with longer-dated maturities, the market values of which are generally more sensitive to increasing interest rates.
These factors may influence the market value of your notes if you sell your notes before maturity, including the price you may receive for your notes in any market making transaction. If you sell your notes prior to maturity, you may receive less than the face amount of your notes.
You cannot predict the future performance of the reference rate based on its historical performance. The actual performance of the reference rate over the life of the offered notes, as well as the interest payable on each interest payment date, may bear little or no relation to the historical levels of the reference rate or the hypothetical examples shown elsewhere in this pricing supplement.
If the Reference Rate Changes, the Market Value of Your Notes May Not Change in the Same Manner
The price of your notes may move differently than the reference rate. Changes in the reference rate may not result in a comparable change in the market value of your notes. Even if the reference rate is equal to or less than 5.00% during some portion of the life of the offered notes, the market value of your notes may not increase in the same manner. We discuss some of the reasons for this disparity under "- The Market Value of Your Notes May Be Influenced by Many Unpredictable Factors" above.
Because of the long-dated maturity of your notes, the expected future performance of the reference rate will have a greater impact on the market value of your notes than if your notes had an earlier maturity date. In particular, the expected future performance of the reference rate may cause the market value of your notes to decrease even though the reference rate may be equal to or less than 5.00% during some portion of the life of the offered notes. Moreover, expectations about the performance of the reference rate in the future are subject to a great degree of uncertainty and may be based on assumptions about the future that may prove to be incorrect. Even if the expected future performance of the reference rate is favorable to your notes, this uncertainty may result in market participants substantially discounting this future performance when determining the market value of your notes.
As Calculation Agent, GS&Co.
As calculation agent for your notes, GS&Co. will have discretion in making certain determinations that affect your notes, including determining: the reference rate for any reference date, which we will use to determine the amount, if any, we will pay on any applicable interest payment date; non-business days; non-
We
At our sole option, we may decide to sell an additional aggregate face amount of the notes subsequent to the date of this pricing supplement. The issue price of the notes in the subsequent sale may differ substantially (higher or lower) from the issue price you paid as provided on the cover of this pricing supplement.
PS-11
The Historical Levels of the Reference Rate Are Not an Indication of the Future Levels of the Reference Rate
In the past, the level of the reference rate has experienced significant fluctuations. You should note that historical levels, fluctuations and trends of the reference rate are not necessarily indicative of future levels of the reference rate. Any historical upward or downward trend in the reference rate is not an indication that the reference rate is more or less likely to increase or decrease at any time, and you should not take the historical levels of the reference rate as an indication of its future performance.
Risks Related to Conflicts of Interest
Hedging Activities by Goldman Sachs or Our
Goldman Sachs has hedged or expects to hedge our obligations under the notes by purchasing listed or over-the-counter options, futures and/or other instruments linked to the reference rate. Goldman Sachs also expects to adjust the hedge by, among other things, purchasing or selling any of the foregoing, and perhaps other instruments linked to the reference rate, at any time and from time to time, and to unwind the hedge by selling any of the foregoing on or before any interest determination date for your notes. Alternatively, Goldman Sachs may hedge all or part of our obligations under the notes with unaffiliated distributors of the notes which we expect will undertake similar market activity. Goldman Sachs may also enter into, adjust and unwind hedging transactions relating to other rate-linked notes whose returns are linked to changes in the level of the reference rate.
In addition to entering into such transactions itself, or distributors entering into such transactions, Goldman Sachs may structure such transactions for its clients or counterparties, or otherwise advise or assist clients or counterparties in entering into such transactions. These activities may be undertaken to achieve a variety of objectives, including: permitting other purchasers of the notes or other securities to hedge their investment in whole or in part; facilitating transactions for other clients or counterparties that may have business objectives or investment strategies that are inconsistent with or contrary to those of investors in the notes; hedging the exposure of Goldman Sachs to the notes including any interest in the notes that it reacquires or retains as part of the offering process, through its market-making activities or otherwise; enabling Goldman Sachs to comply with its internal risk limits or otherwise manage firmwide, business unit or product risk; and/or enabling Goldman Sachs to take directional views as to relevant markets on behalf of itself or its clients or counterparties that are inconsistent with or contrary to the views and objectives of the investors in the notes.
Any of these hedging or other activities may adversely affect the levels of the reference rate and therefore the market value of your notes and the amount we will pay on your notes, if any. In addition, you should expect that these transactions will cause Goldman Sachs or its clients, counterparties or distributors to have economic interests and incentives that do not align with, and that may be directly contrary to, those of an investor in the notes. Neither Goldman Sachs nor any distributor will have any obligation to take, refrain from taking or cease taking any action with respect to these transactions based on the potential effect on an investor in the notes, and may receive substantial returns on hedging or other activities while the value of your notes declines. In addition, if the distributor from which you purchase notes is to conduct hedging activities in connection with the notes, that distributor may otherwise profit in connection with such hedging activities and such profit, if any, will be in addition to the compensation that the distributor receives for the sale of the notes to you. You should be aware that the potential to eafees in connection with hedging activities may create a further incentive for the distributor to sell the notes to you in addition to the compensation they would receive for the sale of the notes.
Risks Related to Tax
Certain Considerations for Insurance Companies and Employee Benefit Plans
Any insurance company or fiduciary of a pension plan or other employee benefit plan that is subject to the prohibited transaction rules of the Employee Retirement Income Security Act of 1974, as amended, which we call "ERISA", or the Internal Revenue Code of 1986, as amended, including an IRA or a Keogh plan (or a governmental plan to which similar prohibitions apply), and that is considering purchasing the offered notes with the assets of the insurance company or the assets of such a plan, should consult with its counsel regarding whether the purchase or holding of the offered notes could become a "prohibited transaction" under ERISA, the Internal Revenue Code or any substantially similar prohibition in light of the representations a purchaser or holder in any of the above categories is deemed to make by purchasing and holding the offered notes. This is discussed in more detail under "Employee Retirement Income Security Act" below.
PS-12
The Tax Treatment of Your Notes is Uncertain. However, It Would be Reasonable To Treat Your Notes as Variable Rate Debt Instruments for
The tax treatment of your notes is uncertain. However, it would be reasonable to treat your notes as variable rate debt instruments for
Foreign Account Tax Compliance Act (FATCA) Withholding May Apply to Payments on Your Notes, Including as a Result of the Failure of the Bank or Broker Through Which You Hold the Notes to Provide Information to Tax Authorities
Please see the discussion under "United States Taxation - Taxation of
PS-13
USE OF PROCEEDS
We intend to lend the net proceeds from the sale of the offered notes to The Goldman Sachs Group, Inc. or its affiliates. The Goldman Sachs Group, Inc. expects to use the proceeds from such loans for the purposes we describe in the accompanying prospectus under "Use of Proceeds". We or our affiliates may also use those proceeds in transactions intended to hedge our obligations under the offered notes as described below.
HEDGING
In anticipation of the sale of the offered notes, we and/or our affiliates have entered into or expect to enter into hedging transactions involving purchases of listed or over-the-counter options, futures and other instruments linked to the reference rate on or before the trade date. In addition, from time to time after we issue the offered notes, we and/or our affiliates may enter into additional hedging transactions and unwind those we have entered into, in connection with the offered notes and perhaps in connection with other notes we issue, some of which may have returns linked to the reference rate. Consequently, with regard to your notes, from time to time, we and/or our affiliates:
We and/or our affiliates may acquire a long or short position in securities similar to your notes from time to time and may, in our or their sole discretion, hold or resell those securities.
In the future, we and/or our affiliates expect to close out hedge positions relating to the offered notes and perhaps relating to other notes with returns linked to the reference rate. We expect these steps to involve sales of instruments linked to the reference rate on or shortly before the determination date. These steps may also involve sales and/or purchases of some or all of the listed or over-the-counter options, futures or other instruments linked to the reference rate.
The hedging activity discussed above may adversely affect the market value of your notes from time to time and the amount we will pay on your notes at maturity. See "Additional Risk Factors Specific to Your Notes" above for a discussion of these adverse effects.
PS-14
Historical 10-year CMT Rates
The graph set forth below illustrates the historical levels of the reference rate from
The reference rate has fluctuated in the past and may, in the future, experience significant fluctuations. In particular, the reference rate has recently experienced extreme and unusual volatility. Any historical upward or downward trend in the reference rate during the period shown below is not an indication that the reference rate is more or less likely to increase or decrease at any time.
You should not take the historical levels of the reference rate provided below as an indication of the future levels of the reference rate, including because of the recent volatility described above. We cannot give you any assurance that the future levels of the reference rate will result in you receiving interest payments greater than the interest payments you would have received if you invested in a non-indexed debt security of comparable maturity that bears interest at a prevailing market rate. Neither we nor any of our affiliates make any representation to you as to the reference rate.
PS-15
SUPPLEMENTAL DISCUSSION OF
The following section supplements the discussion of
The following section is the opinion of
This section does not apply to you if you are a member of a class of holders subject to special rules, such as:
Although this section is based on the
You should consult your tax advisor concerning the
United States Holders
This section applies to you only if you are a
Tax Treatment. The tax treatment of your notes is uncertain. The tax treatment of your notes will depend upon whether the notes are properly treated as variable rate debt instruments or contingent payment debt instruments. This in tudepends, in part, upon whether it is reasonably expected that the retuon the notes during the first half of the notes' term will be significantly greater or less than the retuon the notes during the second half of the notes' term. Based on our numerical analysis, we intend to take the position that it is not reasonably expected that
PS-16
the retuon the notes during the first half of the notes' term will be significantly greater or less than the retuon the notes during the second half of the notes' term. We accordingly intend to treat your notes as variable rate debt instruments for
Except as otherwise noted below under "Alternative Treatments," the discussion below assumes that the notes will be treated as variable rate debt instruments for tax purposes. Under this characterization, you should include the coupon payments on the notes in ordinary income at the time you receive or accrue such payments, depending on your regular method of accounting for tax purposes.
Our determination that it is not reasonably expected that the retuon your notes during the first half of the notes' term will be significantly greater or less than the retuon your notes during the second half of the notes' term is made solely for
You will generally recognize gain or loss upon the sale, exchange, redemption or maturity of your notes in an amount equal to the difference, if any, between the amount of cash you receive at such time (other than amounts representing accrued and unpaid interest, which will be taxable as such) and your adjusted basis in your notes. See the discussion under "United States Taxation - Taxation of
If you purchase the notes at a discount to the principal amount of the notes, you may be subject to the rules governing market discount as described under "United States Taxation - Taxation of
Alternative Treatments. If it is determined that it is reasonably expected that the retuon the notes during the first half of the notes' term will be significantly greater or less than the retuon the notes during the second half of the notes' term, the notes should be treated as a debt instrument subject to special rules governing contingent payment debt instruments for
It is also possible that the
You should consult your tax advisor as to the possible alternative treatments in respect of the notes.
Non-United States Holders
If you are a non-
PS-17
Foreign Account Tax Compliance Act (FATCA) Withholding
Pursuant to
PS-18
SUPPLEMENTAL PLAN OF DISTRIBUTION; CONFLICTS OF INTEREST
See "Supplemental Plan of Distribution" on page S-51 of the accompanying general terms supplement no. 17,741 and "Plan of Distribution - Conflicts of Interest" on page 127 of the accompanying prospectus.
We expect to deliver the notes against payment therefor in
We have been advised by GS&Co. that it intends to make a market in the notes. However, neither GS&Co. nor any of our other affiliates that makes a market is obligated to do so and any of them may stop doing so at any time without notice. No assurance can be given as to the liquidity or trading market for the notes.
The notes will not be listed on any securities exchange or interdealer quotation system.
PS-19
We have not authorized anyone to provide any information or to make any representations other than those contained or incorporated by reference in this pricing supplement, the accompanying general terms supplement no. 17,741, the accompanying prospectus supplement or the accompanying prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This pricing supplement, the accompanying general terms supplement no. 17,741, the accompanying prospectus supplement and the accompanying prospectus is an offer to sell only the notes offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this pricing supplement, the accompanying general terms supplement no. 17,741, the accompanying prospectus supplement and the accompanying prospectus is current only as of the respective dates of such documents.
$
Callable 10-Year CMT Rate-Linked Range Accrual Notes due
guaranteed by
The Goldman Sachs Group, Inc.
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