Obbligazione Goldman Sachs 0% ( DE000GT5WX85 ) in USD

Goldman Sachs

100 USD ⇌

Germania

DE000GT5WX85 ( in USD )

14/10/2014 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Goldman Sachs DE000GT5WX85 in USD 0%, scaduta

Goldman Sachs è una banca d'investimento multinazionale americana che offre servizi di investimento bancario, gestione patrimoniale e trading a clienti istituzionali e privati.

The Obbligazione issued by Goldman Sachs ( Germany ) , in USD, with the ISIN code DE000GT5WX85, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 14/10/2014

__________________________________________________________
Private Placement Memorandum
______________________________________________
GOLDMAN SACHS INTERNATIONAL
(Incorporated with unlimited liability in England)
GOLDMAN, SACHS & CO. WERTPAPIER GMBH
(Incorporated with limited liability in Germany)
PRIVATE PLACEMENT MEMORANDUM FOR THE ISSUANCE OF
WARRANTS, NOTES AND CERTIFICATES
in respect of which the payment and delivery obligations of
Goldman Sachs International and Goldman, Sachs & Co. Wertpapier GmbH are
guaranteed by
THE GOLDMAN SACHS GROUP, INC.
(A corporation organised under the laws of the State of Delaware)
This document (as supplemented and replaced, the "Private Placement Memorandum") constitutes a
private placement memorandum in respect of the Programme (as defined below). Any Securities (as
defined below) issued on or after the date of this Private Placement Memorandum are issued subject
to the provisions herein. This Private Placement Memorandum does not constitute a base prospectus
for the purpose of Article 5.4 of Directive 2003/71/EC (as amended by Directive 2010/73/EU, the
"Prospectus Directive").
Goldman Sachs International ("GSI") and Goldman, Sachs & Co. Wertpapier GmbH ("GSW", and
together with GSI, the "Issuers" and each an "Issuer") may from time to time issue warrants or other
similar instruments (the "Warrants"), certificates or other similar instruments (the "Certificates" and
together with the Warrants, the "Instruments") and notes or other similar instruments (the "Notes",
and together with the Warrants and the Certificates, the "Securities") under the programme (the
"Programme") described in this Private Placement Memorandum upon the terms and conditions of the
Securities described herein as completed, in the case of each issue of Securities, by a pricing
supplement (the "Pricing Supplement") specific to each issue of Securities. The payment and delivery
obligations of the Issuers in respect of the Securities are guaranteed by The Goldman Sachs Group, Inc.
("GSG" or the "Guarantor").
This Private Placement Memorandum may be updated and replaced in its entirety from time to time.
_______________________
Warning: save for the approval by the Luxembourg Stock Exchange of this Private
Placement Memorandum in respect of Securities to be admitted to trading on the
Luxembourg Stock Exchange's Euro MTF market, this Private Placement Memorandum has
not been approved or reviewed by any regulatory authority in any jurisdiction; nor has any
regulatory authority endorsed the accuracy or adequacy of this Private Placement
Memorandum or any product being offered pursuant to this document. This document is not
a prospectus for the purposes of the Prospectus Directive, may not be used for an offering
requiring such prospectus, and the Issuers will not be responsible for the content of this
document in relation to any offering which requires such a prospectus: This Private
Placement Memorandum has been prepared on the basis that any offer of Securities in any
Member State of the European Economic Area (EEA) will be made pursuant to an exemption
from the requirement to produce a prospectus under the Prospectus Directive for offers of the
Securities.
The date of this Private Placement Memorandum is 24 June 2013
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IMPORTANT INFORMATION
Investing in the Securities may involve exposure to derivatives and may, depending on the terms
of the particular security, put your capital at risk.
Also, if the Issuers and Guarantor fail or go bankrupt, you will lose some or all of your money.
Responsibility: The Issuers and the Guarantor accept responsibility for the information contained in
this Private Placement Memorandum and to the best of the knowledge of the Issuers and the Guarantor
(having taken all reasonable care to ensure that such is the case), the information contained in the
Private Placement Memorandum is in accordance with the facts and does not omit anything likely to
affect the import of such information.
Risks: Investing in Securities involves certain risks, and you should fully understand these before you
invest. See "Risk Factors" on pages 14 to 27 of this Private Placement Memorandum.
If specified in the relevant Pricing Supplement, amounts payable or assets deliverable under the
Securities may be linked to any underlying asset or variable. Such Securities involve additional risks,
including depending on the terms of the Securities the risk that you may lose some or all of your
original investment on final maturity or mandatory early redemption.
For all Securities, if the Issuers and the Guarantor fail or go bankrupt or otherwise fail to make their
payment or delivery obligations under the Securities, you will lose some or all of your investment. The
Securities are not bank deposits and are not insured or guaranteed by the United States Federal Deposit
Insurance Corporation, the Deposit Insurance Fund, the UK Financial Services Compensation Scheme
or any other government or governmental agency or insurance protection scheme.
Restrictions under the EU Prospectus Directive: This Private Placement Memorandum has been
prepared on the basis that any offer of Securities in any Member State of the European Economic Area
which has implemented the Prospectus Directive (each, a "Relevant Member State") will be made
pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member
State, from the requirement to publish a prospectus for offers of Securities. Accordingly, any person
making or intending to make an offer in that Relevant Member State of Securities which are the subject
of a placement contemplated in this Private Placement Memorandum by the relevant Pricing
Supplement may only do so in circumstances in which no obligation arises for the Issuer to publish a
prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. Neither the Issuers
nor the Guarantor has authorised, nor do they authorise, the making of any offer of Securities in
circumstances in which an obligation arises for the Issuers to publish a prospectus for such offer.
Admission to trading on the Luxembourg Stock Exchange's Euro MTF market: Application has
been made to the Luxembourg Stock Exchange for Securities issued under the Programme to be
admitted to trading on the Luxembourg Stock Exchange's Euro MTF market (the "Euro MTF") and to
be listed on the Official List of the Luxembourg Stock Exchange. The Euro MTF is not a regulated
market for the purposes of Directive 2004/39/EC. The relevant Pricing Supplement will specify
whether the Securities are to be listed on the Euro MTF or will be unlisted.
Nature of the Guaranty: The payment and delivery obligations of GSI and GSW are guaranteed by
GSG pursuant to a guaranty dated 24 June 2013 (the "Guaranty"). The Guaranty will rank pari passu
with all other unsecured and unsubordinated indebtedness of GSG. GSG is only obliged to pay the
Physical Settlement Disruption Amount instead of delivery of the Deliverable Assets if the Issuer has
failed to deliver the Physical Settlement Amount.
Securities are not bank deposits and are not insured or guaranteed by any United States
governmental agency: The Securities are not bank deposits and are not insured or guaranteed by the
United States Federal Deposit Insurance Corporation, the Deposit Insurance Fund, the UK Financial
Services Compensation Scheme or any other government or governmental agency, or insurance
protection scheme.
Important U.S. Notices: None of the Securities, the Guaranty and any securities to be delivered upon
exercise or settlement of the Securities have been, nor will be, registered under the United States
Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws and trading in
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the Securities has not been and will not be approved by the United States Commodity Futures Trading
Commission (the "CFTC") under the United States Commodity Exchange Act of 1936, as amended
(the "Commodity Exchange Act"). Except as provided below, Securities may not be offered, sold or
delivered within the United States or to U.S. persons (as defined in Regulation S under the Securities
Act ("Regulation S")). The Pricing Supplement relating to an Instrument (but not a Note) may provide
for an offer and sale of the whole or a portion of a Series of Instruments issued by GSI (but not any
other Issuer) within the United States exclusively to qualified institutional buyers ("QIBs") (as defined
in Rule 144A under the Securities Act ("Rule 144A")) in reliance on the exemption provided by Rule
144A under the Securities Act. In addition, GSI may from time to time issue Warrants that will be
represented by a Regulation S/Rule 144A Global Warrant which can be offered and sold to (a) QIBs as
defined in, and in reliance on, Rule 144A and (b) investors who are located outside the United States
and are not U.S. persons as defined in Regulation S (each, a "Regulation S/Rule 144A Warrant").
Each purchaser of Instruments offered within the United States is hereby notified that the offer and sale
of such Instruments to it is made in reliance upon the exemption from the registration requirements of
the Securities Act provided by Rule 144A and that such Instruments are not transferable except as
provided under "Selling Restrictions" below. Rights arising under the Securities will be exercisable by
the Holder only upon certification as to non-U.S. beneficial ownership, unless the Pricing Supplement
relating to an Instrument expressly provides otherwise in connection with an offering of the Instrument
pursuant to Rule 144A under the Securities Act.
Warrants relating to commodities may not be offered, sold or resold in or into the United States without
an applicable exemption under the Commodity Exchange Act. Unless otherwise stated in the relevant
Pricing Supplement, such Warrants may not be offered, sold or resold in the United States and the
Issuers and the Guarantor reserve the right not to make payment or delivery in respect of a Warrant to a
person in the United States if such payment or delivery would constitute a violation of U.S. law.
The Securities have not been approved or disapproved by the Securities and Exchange Commission or
any state securities commission in the United States nor has the Securities and Exchange Commission
or any state securities commission passed upon the accuracy or the adequacy of this Private Placement
Memorandum. Any representation to the contrary is a criminal offence in the United States.
Post-issuance Reporting: Neither the Issuers nor the Guarantor intend to provide any post-issuance
information or have authorised the making or provision of any representation or information regarding
the Issuers, the Guarantor or the Securities other than as contained or incorporated by reference in this
Private Placement Memorandum, in any other document prepared in connection with the Programme or
any Pricing Supplement or as expressly approved for such purpose by the Issuers or the Guarantor. Any
such representation or information should not be relied upon as having been authorised by the Issuers
or the Guarantor. The delivery of this Private Placement Memorandum or any Pricing Supplement shall
not, in any circumstances, create any implication that there has been no adverse change in the financial
situation of the Issuers or the Guarantor since the date hereof or, as the case may be, the date upon
which this Private Placement Memorandum has been most recently supplemented.
Restrictions on the distribution and use of this Private Placement Memorandum and any Pricing
Supplement: The distribution of this Private Placement Memorandum and any relevant Pricing
Supplement and the offering, sale and delivery of the Securities in certain jurisdictions may be
restricted by law. Persons into whose possession this Private Placement Memorandum or any Pricing
Supplement comes are required by the Issuers and the Guarantor to inform themselves about and to
observe any such restrictions. For a description of certain restrictions on offers, sales and deliveries of
Securities and the distribution of this Private Placement Memorandum, any Pricing Supplement and
other offering material relating to the Securities, see "Selling Restrictions" below.
This Private Placement Memorandum and any Pricing Supplement may not be used for the purpose of
an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not permitted
or to any person to whom it is unlawful to make such offer or solicitation, and no action has been taken
or will be taken to permit an offering of the Securities or the distribution of this Private Placement
Memorandum in any jurisdiction where any such action is required. Furthermore, this Private
Placement Memorandum and any Pricing Supplement may only be used for the purposes for which it
has been published.
No person is or has been authorised by the Issuers or the Guarantor to give any information or to make
any representation not contained in or not consistent with this Private Placement Memorandum, any
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Pricing Supplement or any other information supplied in connection with an offering of Securities and,
if given or made, such information or representation must not be relied upon as having been authorised
by the Issuers or the Guarantor.
Stabilisation: In connection with the issue of any Tranche of Notes, the person or persons (if any)
named as the Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the
relevant Pricing Supplement may over-allot Notes or effect transactions with a view to supporting the
market price of the Notes at a level higher than that which might otherwise prevail. However, there is
no assurance that the Stabilising Manager(s) (or persons acting on behalf of a Stabilising Manager) will
undertake stabilisation action. Any stabilisation action may begin on or after the date on which
adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if
begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date
of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of
Notes. Any stabilisation action or over-allotment must be conducted by the relevant Stabilising
Manager(s) (or person(s) acting on behalf of any Stabilising Manager(s)) in accordance with all
applicable laws and rules.
Certain defined terms: In this Private Placement Memorandum, references to "U.S.$", "$", "U.S.
dollars", "dollars", "USD" and "cents" are to the lawful currency of the United States of America,
references to "", "euro" and "EUR" are to the lawful single currency of the member states of the
European Union that have adopted and continue to retain a common single currency through monetary
union in accordance with European Union treaty law (as amended from time to time), references to "£"
and "STG" are to Sterling, the lawful currency of the United Kingdom and references to "CNY" are to
Chinese Renminbi, the lawful currency of the People's Republic of China (including any lawful
successor to the CNY). Any other currency referred to in any Pricing Supplement will have the
meaning specified in the relevant Pricing Supplement.
In this Private Placement Memorandum, references to the "Conditions" are: (1) in relation to
Instruments, references to the General Instrument Conditions (as completed, amended and/or replaced
by any of the Specific Product Conditions (if applicable) which are contained in the product
supplements in the Annexes to this Private Placement Memorandum) set out below in this Private
Placement Memorandum and, in relation to any particular Tranche or Tranches of Instruments,
references to such General Instrument Conditions (as completed, amended and/or replaced by any of
the Specific Product Conditions (if applicable)) as completed and (if applicable) amended to the extent
described in the relevant Pricing Supplement; and (2) in relation to Notes, references to the General
Note Conditions (as completed, amended and/or replaced by any of the Specific Product Conditions (if
applicable) which are contained in the product supplements in the Annexes to this Private Placement
Memorandum) set out below in this Private Placement Memorandum and, in relation to any particular
Tranche or Tranches of Notes, references to such General Note Conditions (as completed, amended
and/or replaced by any of the Specific Product Conditions (if applicable)) as completed and (if
applicable) amended to the extent described in the relevant Pricing Supplement.
An Index of Defined Terms is set out on pages 440 to 452 of this Private Placement Memorandum.
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TABLE OF CONTENTS
Page
SUMMARY .............................................................................................................................................. 1
RISK FACTORS..................................................................................................................................... 14
DOCUMENTS INCORPORATED BY REFERENCE .......................................................................... 28
GENERAL DESCRIPTION OF THE PROGRAMME .......................................................................... 29
GENERAL TERMS AND CONDITIONS OF THE INSTRUMENTS ................................................. 31
GENERAL TERMS AND CONDITIONS OF THE NOTES ................................................................ 75
BOOK-ENTRY CLEARING SYSTEMS............................................................................................. 114
USE OF PROCEEDS............................................................................................................................ 116
TAXATION .......................................................................................................................................... 117
SELLING RESTRICTIONS ................................................................................................................. 148
OFFERS AND SALES AND DISTRIBUTION ARRANGEMENTS ................................................. 166
GENERAL INFORMATION ............................................................................................................... 167
FORMS OF THE NOTES..................................................................................................................... 169
FORM OF GUARANTY ...................................................................................................................... 171
FORM OF PRICING SUPPLEMENT (INSTRUMENTS) .................................................................. 174
FORM OF PRICING SUPPLEMENT (NOTES) ................................................................................. 201
ANNEX 1.............................................................................................................................................. 233
SHARE LINKED PRODUCT SUPPLEMENT.................................................................................... 233
ANNEX 2.............................................................................................................................................. 267
INDEX LINKED PRODUCT SUPPLEMENT .................................................................................... 267
ANNEX 3.............................................................................................................................................. 309
COMMODITY LINKED PRODUCT SUPPLEMENT........................................................................ 309
ANNEX 4.............................................................................................................................................. 347
FX LINKED PRODUCT SUPPLEMENT............................................................................................ 347
ANNEX 5.............................................................................................................................................. 366
INFLATION LINKED PRODUCT SUPPLEMENT............................................................................ 366
ANNEX 6.............................................................................................................................................. 376
CREDIT LINKED PRODUCT SUPPLEMENT .................................................................................. 376
ANNEX 7.............................................................................................................................................. 421
TOTAL/EXCESS RETURN CREDIT INDEX LINKED PRODUCT SUPPLEMENT ...................... 421
INDEX OF DEFINED TERMS ............................................................................................................ 440
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HOW TO USE THIS PRIVATE PLACEMENT MEMORANDUM
What is this document?
This document (the "Private Placement Memorandum") is intended for private placements of
warrants (the "Warrants"), certificates (the "Certificates" and together with the Warrants, the
"Instruments") and notes (the "Notes", and together with the Warrants and the Certificates, the
"Securities"), which do not require the publication of a prospectus for the purposes of the Prospectus
Directive. It is not a prospectus for the purposes of the Prospectus Directive and may not be used for an
offering requiring such a prospectus. It has been prepared on the basis that any offer of Securities in
any Member State of the European Economic Area will be made pursuant to an exemption from the
requirement to produce a prospectus under the Prospectus Directive for offers of Securities.
This Private Placement Memorandum is valid for one year and may be supplemented from time to
time.
Who are the Issuers and the Guarantor?
The Securities will be issued by Goldman Sachs International or Goldman, Sachs & Co. Wertpapier
GmbH (as applicable) (together, the "Issuers" and each an "Issuer") and guaranteed by The Goldman
Sachs Group, Inc. (the "Guarantor"). This means that payments of principal and interest (if any) are
subject to the relevant Issuer's and the Guarantor's financial position and their ability to meet their
obligations. This Private Placement Memorandum has incorporated by reference a registration
document dated 24 June 2013 (the "Registration Document") which describes the business activities
of each Issuer and the Guarantor as well as certain financial information and material risks faced by
each Issuer and the Guarantor (see "Documents Incorporated by Reference" below).
How do I use this Private Placement Memorandum?
This Private Placement Memorandum, together with the Registration Document, is intended to provide
investors with information necessary to enable them to make an informed investment decision before
purchasing any Securities.
The contractual terms of any particular issuance of Securities will be comprised of the terms and
conditions of the Notes set out at pages 75 to 113 of this Private Placement Memorandum (the
"General Note Conditions") or the terms and conditions of the Instruments set out at pages 31 to 74 of
this Private Placement Memorandum (the "General Instrument Conditions"), as the case may be, as
completed by a separate pricing supplement which is specific to that issuance of Securities (the
"Pricing Supplement").
The General Note Conditions or the General Instrument Conditions, as the case may be, may be
completed and/or amended, if so specified in the relevant Pricing Supplement, by certain additional
product conditions set out in the product supplements in the Annexes to this Private Placement
Memorandum (the "Specific Product Conditions") depending on the type of product which the
particular issuance of Securities is linked to. The Specific Product Conditions include (i) in the case of
all Securities, the Share Linked Conditions, the Index Linked Conditions, the Commodity Linked
Conditions, the FX Linked Conditions, the Inflation Linked Conditions and the Total/Excess Return
Credit Index Linked Conditions and (ii) in the case of Notes, the Credit Linked Conditions.
What other documents do I need to read?
This Private Placement Memorandum contains all information which is necessary to enable investors to
make an informed decision regarding the financial position and prospects of the relevant Issuer and the
Guarantor, and the rights attaching to the Securities. The information regarding the relevant Issuer and
the Guarantor is incorporated by reference from the Registration Document. The Registration
Document itself incorporates information by reference from publicly available documents. In addition,
some of this information relating to the terms of the Securities is completed in an issue-specific
document called the Pricing Supplement. You should read the Registration Document, including the
documents incorporated by reference therein, as well as the Pricing Supplement in respect of such
Securities, together with this Private Placement Memorandum.
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Documents will be made available at the registered office of Goldman Sachs International and on the
website of the Luxembourg Stock Exchange (www.bourse.lu).
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Summary
SUMMARY
The following summary (the "Summary") should be read as an introduction to this Private Placement
Memorandum and is qualified in its entirety by the more detailed information appearing elsewhere in
this Private Placement Memorandum. Terms used in this Summary but not defined have the meanings
given to them elsewhere in the Private Placement Memorandum. In relation to any particular
Securities, this Summary may be supplemented and/or modified by the relevant Pricing Supplement.
Issuers:
Goldman Sachs International ("GSI").
GSI is an English company formed on 2 June 1988. GSI was re-
registered as a private unlimited liability company in England and
Wales with the Registrar of Companies on 25 February 1994
(registration number 02263951), having previously been registered
as a limited liability company under the name "Goldman Sachs
International Limited".
GSI provides a wide-range of financial services to clients located
worldwide and undertakes proprietary trading. GSI is regulated by
the Financial Services Authority.
Goldman, Sachs & Co. Wertpapier GmbH ("GSW").
GSW was established on 6 November 1991 under the laws of the
Federal Republic of Germany. It is a company with limited
liability and has been established for an unlimited period of time.
GSW was established for the purpose of issuing securities, in
particular warrants. It also issues certificates and structured notes,
in addition to warrants. GSW primarily operates in the Federal
Republic of Germany and to a lesser extent in other European
countries including Austria and Luxembourg.
Guarantor:
The Goldman Sachs Group, Inc. ("GSG") in respect of Securities
issued by GSI and GSW.
GSG, together with its consolidated subsidiaries ("Goldman
Sachs"), is a leading global investment banking, securities and
investment management firm that provides a wide range of
financial services to a substantial and diversified client base that
includes corporations, financial institutions, governments and
high-net-worth individuals. Founded in 1869, the firm is
headquartered in New York and maintains offices in all major
financial centres around the world. GSG's headquarters are located
at 200 West Street, New York, New York 10282, USA, telephone
+1 (212) 902-1000.
Goldman Sachs' activities are conducted in the following
segments:
(1)
Investment Banking: Investment Banking is comprised
of:

Financial Advisory, which includes advisory
assignments with respect to mergers and
acquisitions, divestitures, corporate defence
activities, risk management, restructurings and
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Summary
spin-offs; and

Underwriting, which includes public offerings
and private placements of a wide range of
securities, loans and other financial instruments,
and derivative transactions directly related to
these client underwriting activities.
(2)
Institutional Client Services: Institutional Client Services
is comprised of:

Fixed Income, Currency and Commodities,
which includes client execution activities related
to making markets in interest rate products,
credit products, mortgages, currencies and
commodities; and

Equities, which includes client execution
activities related to making markets in equity
products, as well as commissions and fees from
executing and clearing institutional client
transactions on major stock, options and futures
exchanges worldwide. Equities also includes
Goldman Sachs' securities services business,
which provides financing, securities lending and
other prime brokerage services to institutional
clients, including hedge funds, mutual funds,
pension funds and foundations, and generates
revenues primarily in the form of interest rate
spreads or fees, and revenues related to Goldman
Sachs' insurance activities.
(3)
Investing & Lending which includes Goldman Sachs'
investing activities and the origination of loans to provide
financing to clients. These investments and loans are
typically longer-term in nature. Goldman Sachs make
investments, directly and indirectly through funds that
Goldman Sachs manage, in debt securities, loans, public
and private equity securities, real estate, consolidated
investment entities and power generation facilities.
(4)
Investment Management which includes provision of
investment management services and offering investment
products (primarily through separately managed accounts
and commingled vehicles, such as mutual funds and
private investment funds) across all major asset classes to
a diverse set of institutional and individual clients.
Investment Management also offers wealth advisory
services, including portfolio management and financial
counselling, and brokerage and other transaction services
to high-net-worth individuals and families.
Guaranty:
The payment and delivery obligations of GSI and GSW, in respect
of Securities issued by GSI and GSW are unconditionally and
irrevocably guaranteed by GSG pursuant to a guaranty dated 24
June 2013 made by GSG (the "Guaranty"). The Guaranty will
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