Obligation Goldman Sachs 2.75% ( US38150ACY91 ) en USD

Goldman Sachs

100 % ▲

Etas-Unis

US38150ACY91 ( en USD )

2.75% par an ( paiement semestriel )

13/06/2022 - Obligation échue

Prospectus brochure de l'obligation Goldman Sachs US38150ACY91 en USD 2.75%, échue

1 000 USD

38150ACY9

N/A

Goldman Sachs est une banque d'investissement multinationale américaine offrant des services financiers tels que la banque d'investissement, la gestion d'actifs, la gestion de patrimoine et la vente et négociation de titres.

L'Obligation émise par Goldman Sachs ( Etas-Unis ) , en USD, avec le code ISIN US38150ACY91, paye un coupon de 2.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 13/06/2022

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424B2 1 gs-424b2.htm 424B2
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333 219206
$5,000,000
The Goldman Sachs Group, Inc.
Callable Step-Up Fixed Rate Notes due 2022
We will pay you interest semi-annually on your notes at a rate of 2.75% per annum from and including June 13,
2019 to but excluding December 13, 2020. We will pay you interest semi-annually on your notes at a rate of
3.00% per annum from and including December 13, 2020 to but excluding the stated maturity date (June 13,
2022). Interest will be paid on each June 13 and December 13. The first such payment will be made on
December 13, 2019.
In addition, w e may redeem the notes at our option, in w hole but not in part, on each March 13, June 13,
September 13 and December 13 on or after December 13, 2019, upon at least fiv e business days' prior
notice, at a redemption price equal to 100% of the outstanding principal amount plus accrued and unpaid
interest to but excluding the redemption date. Although the interest rate w ill step up during the life of your
notes, you may not benefit from such increase in the interest rate if your notes are redeemed prior to the
stated maturity date.
Per Note
Total
Initial price to public
100% $5,000,000
Underwriting discount
0.7% $35,000
Proceeds, before expenses, to The Goldman Sachs Group, Inc.
99.3% $4,965,000
The initial price to public set forth above does not include accrued interest, if any. Interest on the notes will
accrue from June 13, 2019 and must be paid by the purchaser if the notes are delivered after June 13, 2019. In
addition to offers and sales at the initial price to public, the underwriters may offer the notes from time to time
for sale in one or more transactions at market prices prevailing at the time of sale, at prices related to market
prices or at negotiated prices.
The return (whether positive or negative) on your investment in notes will depend in part on the issue price you
pay for such notes.
Neither the Securities and Exchange Commission nor any other regulatory body has approv ed or
disapprov ed of these securities or passed upon the accuracy or adequacy of this prospectus. Any
representation to the contrary is a criminal offense.
The notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any
other gov ernmental agency, nor are they obligations of, or guaranteed by, a bank.
Goldman Sachs may use this prospectus in the initial sale of the notes. In addition, Goldman Sachs & Co. LLC
or any other affiliate of Goldman Sachs may use this prospectus in a market-making transaction in the notes after
their initial sale. Unless Goldman Sachs or its agent informs the purchaser otherwise in the confirmation of sale,
this prospectus is being used in a market-making transaction.
Goldman Sachs & Co. LLC
Pricing Supplement No. 231 dated June 11, 2019.
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About Your Prospectus
The notes are part of the Medium-Term Notes, Series N program of The Goldman Sachs Group, Inc. This
prospectus includes this pricing supplement and the accompanying documents listed below. This pricing
supplement constitutes a supplement to the documents listed below and should be read in conjunction with
such documents:
·
Prospectus supplement dated July 10, 2017
·
Prospectus dated July 10, 2017
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.
PS-2
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SPECIFIC TERMS OF THE NOTES
Please note that in this section entitled "Specific Terms of the Notes", references to "The Goldman
Sachs Group, Inc.", "we", "our" and "us" mean only The Goldman Sachs Group, Inc. and do not include
any of its subsidiaries or affiliates. Also, in this section, references to "holders" mean The Depository
Trust Company (DTC) or its nominee and not indirect owners who own beneficial interests in notes
through participants in DTC. Please review the special considerations that apply to indirect owners in
the accompanying prospectus, under "Legal Ownership and Book-Entry Issuance".
This pricing supplement no. 231 dated June 11, 2019 (pricing supplement) and the accompanying prospectus
dated July 10, 2017 (accompanying prospectus), relating to the notes, should be read together. Because the
notes are part of a series of our debt securities called Medium-Term Notes, Series N, this pricing supplement
and the accompanying prospectus should also be read with the accompanying prospectus supplement, dated
July 10, 2017 (accompanying prospectus supplement). Terms used but not defined in this pricing supplement
have the meanings given to them in the accompanying prospectus or accompanying prospectus supplement,
unless the context requires otherwise.
The notes are part of a separate series of our debt securities under our Medium-Term Notes, Series N
program governed by our Senior Debt Indenture, dated as of July 16, 2008, as amended, between us and
The Bank of New York Mellon, as trustee. This pricing supplement summarizes specific terms that will apply
to your notes. The terms of the notes described here supplement those described in the accompanying
prospectus supplement and accompanying prospectus and, if the terms described here are inconsistent with
those described there, the terms described here are controlling.
Terms of the Callable Step-Up Fixed Rate Notes due 2022
Issuer: The Goldman Sachs Group, Inc.
payment date, the day immediately prior to the day on
Principal amount: $5,000,000
which payment is to be made (as such payment day
Specified currency: U.S. dollars ($)
may be adjusted under the applicable business day
convention specified below)
Type of Notes: Fixed rate notes (notes)
Denominations: $1,000 and integral multiples of
Day count conv ention: 30/360 (ISDA), as further
$1,000
discussed under "Additional Information About the Notes
in excess thereof
-- Day Count Convention" on page PS-5 of this pricing
Trade date: June 11, 2019
supplement
Original issue date: June 13, 2019
Business day: New York
Stated maturity date: June 13, 2022
Business day conv ention: following unadjusted
Interest rate: 2.75% per annum from and including
Redemption at option of issuer before stated
June 13, 2019 to but excluding December 13,
maturity: We may redeem the notes at our option, in
2020; 3.00% per annum from and including
whole but not in part, on each March 13, June 13,
December 13, 2020 to but excluding June 13,
September 13 and December 13 on or after December
2022
13, 2019, upon at least five business days' prior
notice, at a redemption price equal to 100% of the
Supplemental discussion of U.S. federal income
outstanding principal amount plus accrued and
tax consequences: It is the opinion of Sidley
unpaid interest to but excluding the redemption date
Austin LLP that interest on a note will be taxable to
a U.S. holder as ordinary interest income at the
Limited ev ents of default: The only events of default for
time it accrues or is received in accordance with the
the notes are (i) interest or principal payment defaults
U.S. holder's normal method of accounting for tax
that continue for 30 days and (ii) certain insolvency
purposes (regardless of whether we call the notes).
events. No other breach or default under our senior debt
Upon the disposition of a note by sale, exchange,
indenture or the notes will result in an event of default for
redemption or retirement (i.e., if we exercise our
the notes or permit the trustee or holders to accelerate
right to call the notes or otherwise) or other
the maturity of any debt securities that is, they will not
disposition, a U.S. holder will generally recognize
be entitled to declare the principal amount of any notes
capital gain or loss equal to the difference, if any,
to be immediately due and payable. See "Risks Relating
between (i) the amount realized on the disposition
to Regulatory Resolution Strategies and Long-Term Debt
(other than amounts attributable to accrued but
Requirements" and "Description of Debt Securities We
unpaid interest, which would be treated as such)
May Offer -- Default, Remedies and Waiver of Default --
and (ii) the U.S. holder's adjusted tax basis in the
Securities Issued on or After January 1, 2017 under the
note.
2008 Indenture" in the accompanying prospectus for
further details.
Interest payment dates: June 13 and December
13 of each year, commencing on December 13,
Listing: None
2019 and ending on the stated maturity date
ERISA: as described under "Employee Retirement
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Regular record dates: for interest due on an
Income Security Act" on page 119 of the accompanying
interest
prospectus
CUSIP no.: 38150ACY9
PS-3
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ISIN no.: US38150ACY91
FDIC: The notes are not bank deposits and are not
Form of notes: Your notes will be issued in book-
insured by the Federal Deposit Insurance Corporation or
entry form and represented by a master global
any other governmental agency, nor are they obligations
note. You should read the section "Legal Ownership
of, or guaranteed by, a bank
and Book- Entry Issuance" in the accompanying
Calculation Agent: Goldman Sachs & Co. LLC
prospectus for more information about notes issued
Foreign Account Tax Compliance Act (FATCA)
in book-entry form
Withholding May Apply to Payments on Your Notes,
Defeasance applies as follow s:
Including as a Result of the Failure of the Bank or
·
full defeasance -- i.e., our right to be
Broker Through Which You Hold the Notes to Prov ide
relieved of all our obligations on the note by
Information to Tax Authorities:
placing funds in trust for the holder: yes
Please see the discussion under "United States Taxation
·
covenant defeasance -- i.e., our right to be
-- Taxation of Debt Securities -- Foreign Account Tax
relieved of specified provisions of the note by
Compliance Act (FATCA) Withholding" in the
placing funds in trust for the holder: yes
accompanying prospectus for a description of the
applicability of FATCA to payments made on your notes.
The discussion in that section is hereby modified to
reflect regulations proposed by the Treasury Department
indicating its intent to eliminate the requirements under
FATCA of withholding on gross proceeds from the sale,
exchange, redemption, maturity or other disposition of
relevant financial instruments. The Treasury Department
has indicated that taxpayers may rely on these proposed
regulations pending their finalization.
PS-4
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ADDITIONAL INFORM ATION ABOUT THE NOTES
Book-Entry System
We will issue the notes as a m aster global note registered in the nam e of DT C, or its nom inee. T he sale of
the notes will settle in im m ediately available funds through DT C. You will not be perm itted to withdraw the
notes from DT C except in the lim ited situations described in the accom panying prospectus under "Legal
Ownership and Book-Entry Issuance -- What Is a Global Security? -- Holder's Option to Obtain a Non-Global
Security; Special Situations When a Global Security Will Be Term inated". Investors m ay hold interests in a
m aster global note through organizations that participate, directly or
indirectly, in the DT C system .
In addition to this pricing supplem ent, the following provisions are hereby incorporated into the global
m aster note:
the description of New York business day appearing under "Description of Debt Securities We M ay Offer
Calculations of Interest on Debt Securities Business Days" in the accom panying prospectus, the description
of the following unadjusted business day convention appearing under "Description of Debt Securities We M ay
Offer Calculations of Interest on Debt Securities Business Day Conventions" in the accom panying
prospectus and the section "Description of Debt Securities We M ay Offer Defeasance and Covenant
Defeasance" in the accom panying prospectus.
Day Count Convention
As further described under "Description of Debt Securities We May Offer Calculations of Interest on Debt
Securities Interest Rates and Interest" in the accompanying prospectus, for each interest period the amount of
accrued interest will be calculated by multiplying the principal amount of the note by an accrued interest factor
for the interest period. The accrued interest factor will be determined by multiplying the per annum interest rate
by a factor resulting from the 30/360 (ISDA) day count convention. The factor is the number of days in the
interest period in respect of which payment is being made divided by 360, calculated on a formula basis as
follows:
[360 × (Y2 Y1)] + [30 × (M2 M1)] + (D2 D1)
360
w here:
"Y1" is the year, expressed as a number, in which the first day of the interest period falls;
"Y2" is the year, expressed as a number, in which the day immediately following the last day included in the
interest period falls;
"M1" is the calendar month, expressed as a number, in which the first day of the interest period
falls;
"M2" is the calendar month, expressed as a number, in which the day immediately following the last day included
in the interest period falls;
"D1" is the first calendar day, expressed as a number, of the interest 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
period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30.
When We Can Redeem the Notes
We will be perm itted to redeem the notes at our option before their stated m aturity, as described below. T he
notes will not be entitled to the benefit of any sinking fund that is, we will not deposit m oney on a regular
basis into any separate custodial account to repay your note. In addition, you will not be entitled to require
us to buy your note from you before its stated m aturity.
We will have the right to redeem the notes at our option, in whole but not in part, on each March 13, June
13, September 13 and December 1 3 on or after December 13, 2019, at a redem ption price equal to 100% of
the outstanding principal am ount plus accrued and unpaid interest to but excluding the redem ption date.
We will provide not less than five business days' prior notice in the m anner described under "Description of
Debt Securities We M ay Offer -- Notices" in the attached prospectus. If the redem ption notice is given and
funds deposited as required, then interest will cease to accrue on and after the redem ption date on the
notes. If any redem ption date is not a business day, we will pay the redem ption price on the next business
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day without any interest or other paym ent due to the delay.
PS-5
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What are the Tax Consequences of the Notes
You should carefully consider, am ong other things, the m atters set forth under "United States T axation" in
the accom panying prospectus supplem ent and the accom panying prospectus. T he following discussion
sum m arizes certain of the m aterial U.S. federal incom e tax consequences of the purchase, beneficial
ownership, and disposition of each of the notes. T his sum m ary supplem ents the section "United States
Taxation" in the accom panying prospectus supplem ent and the accom panying prospectus and is subject to
the lim itations and exceptions set forth therein.
As of the original issue date, the notes should not be treated as issued with "original issue discount" ("OID")
despite the fact that the interest rate on the notes is scheduled to step-up over the term of the notes because
T reasury regulations generally deem an issuer to exercise a call option in a m anner that m inim izes the yield on
the debt instrum ent for purposes of determ ining whether a debt instrum ent is issued with OID. T he yield on the
notes would be m inim ized if we call the notes im m ediately before the increase in the interest rate on Decem ber
13, 2020 and therefore the notes should be treated as m aturing on such date for OID purposes. T his assum ption
is m ade solely for purposes of determ ining whether the notes are issued with OID for U.S. federal incom e tax
purposes, and is not an indication of our intention to call or not to call the notes at any tim e. If we do not call
the notes prior to the increase in the interest rate then, solely for OID purposes, the notes will be deem ed to be
reissued at their adjusted issue price on Decem ber 13, 2020. T his deem ed issuance should not give rise to
taxable gain or loss to holders.
Under this approach, interest on a note will be taxable to a U.S. holder as ordinary interest incom e at the tim e it
accrues or is received in accordance with the U.S. holder's norm al m ethod of accounting for tax purposes
(regardless of whether we call the notes). Upon the disposition of a note by sale, exchange, redem ption or
retirem ent (i.e., if we exercise our right to call the notes or otherwise) or other disposition, a U.S. holder will
generally recognize capital gain or loss equal to the difference, if any, between (i) the am ount realized on the
disposition (other than am ounts attributable to accrued but unpaid interest, which would be treated as such) and
(ii) the U.S. holder's adjusted tax basis in the note. A U.S. holder's adjusted tax basis in a note generally will
equal the cost of the note to the U.S. holder. T he deductibility of capital losses is subject to significant
lim itations.
Foreign Account Tax Compliance Act (FATCA) Withholding. Pursuant to T reasury regulations, Foreign Account
Tax Com pliance Act (FAT CA) withholding (as described in "United States Taxation--Taxation of Debt Securities
--Foreign Account Tax Com pliance Act (FAT CA) Withholding" in the accom panying prospectus) will generally
apply to obligations that are issued on or after July 1, 2014; therefore, the notes will generally be subject to the
FAT CA withholding rules. Pursuant to recently proposed regulations, the T reasury Departm ent has indicated its
intent to elim inate the requirem ents under FAT CA of withholding on gross proceeds from the sale, exchange,
m aturity or other disposition of relevant financial instrum ents. T he T reasury Departm ent has indicated that
taxpayers m ay rely on these proposed regulations pending their finalization.
PS-6
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SUPPLEMENTAL PLAN OF DISTRIBUTION
The Goldman Sachs Group, Inc. will sell to Goldman Sachs & Co. LLC, and Goldman Sachs & Co. LLC will
purchase from The Goldman Sachs Group, Inc., the aggregate principal amount of the offered notes specified
on the front cover of this pricing supplement. Goldman Sachs & Co. LLC proposes initially to offer the notes to
the public at the initial price to public set forth on the cover page of this pricing supplement, and to certain
securities dealers at such price less a concession not in excess of 0.45% of the face amount. If all of the offered
notes are not sold at the initial price to public, the underwriters and/or dealers may change the offering price
and the other selling terms.
In the future, Goldman Sachs & Co. LLC or other affiliates of The Goldman Sachs Group, Inc. may repurchase
and resell the offered notes in market-making transactions, with resales being made at prices related to
prevailing market prices at the time of resale or at negotiated prices. The Goldman Sachs Group, Inc. estimates
that its share of the total offering expenses, excluding underwriting discounts and commissions, will be
approximately $15,000. For more information about the plan of distribution and possible market-making
activities, see "Plan of Distribution" in the accompanying prospectus.
We will deliver the notes against payment therefor in New York, New York on June 13, 2019.
Any notes which are the subject of the offering contemplated by this pricing supplement, the accompanying
prospectus and the accompanying prospectus supplement may not be offered, sold or otherwise made available
to any retail investor in the European Economic Area. Consequently no key information document required by
Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the notes or otherwise making
them available to retail investors in the EEA has been prepared and therefore offering or selling the notes or
otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs
Regulation. For the purposes of this provision:
(a)
the expression "retail investor" means a person who is one (or more) of the following:
(i)
a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as
amended, "MiFID II"); or
(ii)
a customer within the meaning of Directive 2002/92/EC (as amended, the "Insurance
Mediation Directive"), where that customer would not qualify as a professional client as
defined in point (10) of Article 4(1) of MiFID II; or
(iii)
not a qualified investor as defined in Directive 2003/71/EC (as amended, the "Prospectus
Directive"); and
(b)
the expression an "offer" includes the communication in any form and by any means of sufficient
information on the terms of the offer and the notes to be offered so as to enable an investor to decide to
purchase or subscribe for the notes.
In relation to each Member State of the European Economic Area which has implemented the Prospectus
Directive (each, a "Relevant Member State"), Goldman Sachs & Co. LLC has represented and agreed that with
effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member
State (the "Relevant Implementation Date") it has not made and will not make an offer of notes which are the
subject of the offering contemplated by this pricing supplement, the accompanying prospectus and the
accompanying prospectus supplement to the public in that Relevant Member State except that, with effect from
and including the Relevant Implementation Date, an offer of such notes may be made to the public in that
Relevant Member State:
(a)
at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(b)
at any time to fewer than 150 natural or legal persons (other than qualified investors as defined in the
Prospectus Directive), subject to obtaining the prior consent of the relevant dealer or dealers nominated
by the issuer for any such offer; or
(c)
at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of notes referred to above shall require us or any dealer to publish a prospectus
pursuant to Article 3 of the Prospectus Directive.
For the purposes of this provision, the expression an "offer of notes to the public" in relation to any notes in any
Relevant Member State means the communication in any form and by any means of sufficient information on
the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe
for the notes, as the same may be varied in that Member State by any measure implementing the Prospectus
Directive in that Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (as
amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in the
Relevant Member State.
Any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA)
in connection with the issue or sale of the notes may only be communicated or caused to be communicated in
circumstances in which Section 21(1) of the FSMA does not apply to The Goldman Sachs Group, Inc.
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