Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-219206
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$687,000
The Goldman Sachs Group, Inc.
Callable Fixed Rate Notes due 2026
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We will pay you interest monthly on your notes at a rate of 3.00% per annum from and including November 16, 2017 to but excluding the stated
maturity date (November 15, 2026). Interest will be paid on the 15th day of each month. The first such payment will be made on December 15, 2017.
In addition, we may redeem the notes at our option, in whole but not in part, on the 15th day of each month on or after November 15, 2025, upon
at least five 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.
The notes are not subject to a survivors option to request repayment prior to the stated maturity date upon the death of a beneficial owner.
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Per Note
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Total
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Initial price to public
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100%
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$687,000
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Underwriting discount
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2.05%
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$14,083.50
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Proceeds, before expenses, to The Goldman Sachs Group, Inc.
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97.95%
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$672,916.50
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The initial price to public set forth above does not include accrued interest, if any. Interest on the notes will accrue from November 16, 2017 and
must be paid by the purchaser if the notes are delivered after November 16, 2017. 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 approved or disapproved 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 governmental 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.
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Goldman Sachs & Co. LLC
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Incapital LLC
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Pricing Supplement No. 77 dated November 13, 2017.
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:
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
SPECIFIC TERMS OF THE NOTES
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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 consolidated subsidiaries. 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.
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This pricing supplement no. 77 dated November 13, 2017 (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 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 Fixed Rate Notes due 2026
Issuer:
The Goldman Sachs Group, Inc.
Principal amount:
$687,000
Specified currency:
U.S. dollars
($)
Type of Notes:
Fixed rate notes (notes)
Denominations:
$1,000
and integral multiples of $1,000 in excess thereof
Trade date:
November 13, 2017
Original issue date:
November 16, 2017
Stated maturity date:
November 15, 2026
Interest rate:
3.00% per annum
Supplemental discussion of U.S.
federal income tax consequences:
It is the opinion of Sidley Austin
LLP
that interest on a note
will be taxable to a U.S. holder as ordinary interest income at the time it accrues or is received in accordance with the U.S. holders normal method of accounting for tax purposes (regardless of whether we call the notes). Upon the
disposition of a note by sale, exchange, redemption or retirement (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 amount realized on the disposition (other than amounts attributable to accrued but unpaid interest, which would be treated as such) and (ii) the U.S. holders adjusted tax basis in the note.
Interest payment dates:
the 15th day of each month, commencing on December 15, 2017 and ending on the stated maturity date
Regular record dates:
for interest due on an interest payment date, the day immediately prior to the day on which
payment is to be made (as such payment day may be adjusted under the applicable business day convention specified below)
Day count convention:
30/360 (ISDA),
as further discussed under Additional Information About the Notes Day Count Convention on page PS-5 of this pricing supplement
Business day:
New York
Business day convention:
following unadjusted
Redemption
at option of issuer before stated maturity:
We may redeem the notes at our option, in whole but not in part, on the 15th day of each month on or after November 15, 2025, upon at least five 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
No survivors option:
the
notes are not subject to repayment prior to the stated maturity upon the death of a beneficial owner
Limited events of default:
The only events of default
for the notes are (i) interest or principal payment defaults that continue for 30 days and (ii) certain insolvency events. No other breach or default under our senior debt indenture or the notes will result in an event of default for the
notes or permit the trustee or holders to accelerate the maturity of any debt securities that is, they will not be entitled to declare the principal
PS-3
amount of any notes to be immediately due and payable. See Risks Relating to Regulatory Resolution Strategies and Long-Term Debt Requirements and Description of Debt Securities
We May Offer Default, Remedies and Waiver of Default Securities Issued on or After January 1, 2017 under the 2008 Indenture in the accompanying prospectus for further details.
Listing:
None
ERISA:
as described under Employee Retirement
Income Security Act on page 119 of the accompanying prospectus
CUSIP no.:
38150A5C5
ISIN no.:
US38150A5C50
Form of notes:
Your notes will be issued in
book-entry form and represented by a master global note. You should read the section Legal Ownership and Book-Entry Issuance in the accompanying prospectus for more information about notes issued in book-entry form
Defeasance applies as follows:
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full defeasance
i.e
., our right to be relieved of all our obligations on the note by placing funds in trust for the holder: yes
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covenant defeasance
i.e
., our right to be relieved of specified provisions of the note by placing funds in trust for the holder: yes
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FDIC:
The notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations
of, or guaranteed by, a bank
Calculation Agent:
Goldman Sachs & Co. LLC
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 Debt Securities
Foreign Account Tax Compliance Act (FATCA) Withholding in the accompanying prospectus for a description of the applicability of FATCA to payments made on your notes.
PS-4
ADDITIONAL INFORMATION ABOUT THE NOTES
Book-Entry System
We will issue the
notes as a master global note registered in the name of DTC, or its nominee. The sale of the notes will settle in immediately available funds through DTC. You will not be permitted to withdraw the notes from DTC except in the limited situations
described in the accompanying prospectus under Legal Ownership and Book-Entry Issuance What Is a Global Security? Holders Option to Obtain a
Non-Global
Security; Special Situations
When a Global Security Will Be Terminated. Investors may hold interests in a master global note through organizations that participate, directly or indirectly, in the DTC system.
In addition to this pricing supplement, the following provisions are hereby incorporated into the global master note: the description of New York
business day appearing under Description of Debt Securities We May Offer Calculations of Interest on Debt Securities Business Days in the accompanying prospectus, the description of the following unadjusted business day
convention appearing under Description of Debt Securities We May Offer Calculations of Interest on Debt Securities Business Day Conventions in the accompanying prospectus and the section Description of Debt Securities
We May Offer Defeasance and Covenant Defeasance in the accompanying 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:
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[360 × (Y
2
Y
1
)] + [30 × (M
2
M
1
)] + (D
2
D
1
)
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360
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where:
Y
1
is the year, expressed as a number, in which the first day of the interest period
falls;
Y
2
is the year, expressed as a number, in which the day immediately
following the last day included in the interest period falls;
M
1
is the calendar
month, expressed as a number, in which the first day of the interest period falls;
M
2
is the calendar month, expressed as a number, in which the day immediately
following the last day included in the interest period falls;
D
1
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
D
2
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 permitted to redeem the notes at our option before their stated maturity, as described below. The notes will not be entitled to the benefit of
any sinking fund that is, we will not deposit money 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 maturity.
We will have the right to redeem the notes at our option, in whole but not in part, on the 15th day of each month on or after November 15, 2025, at
a redemption price equal to 100% of the outstanding principal amount plus accrued and unpaid interest to but excluding the redemption date. We will provide not less than
PS-5
five business days prior notice in the manner described under Description of Debt Securities We May Offer Notices in the attached prospectus. If the redemption notice is
given and funds deposited as required, then interest will cease to accrue on and after the redemption date on the notes. If any redemption date is not a business day, we will pay the redemption price on the next business day without any interest or
other payment due to the delay.
What are the Tax Consequences of the Notes
You should carefully consider, among other things, the matters set forth under United States Taxation in the accompanying prospectus
supplement and the accompanying prospectus. The following discussion summarizes certain of the material U.S. federal income tax consequences of the purchase, beneficial ownership, and disposition of each of the notes. This summary supplements
the section United States Taxation in the accompanying prospectus supplement and the accompanying prospectus and is subject to the limitations and exceptions set forth therein.
Interest on a note will be taxable to a U.S. holder as ordinary interest income at the time it accrues or is received in accordance with the
U.S. holders normal method of accounting for tax purposes.
Upon the disposition of a note by sale, exchange, redemption or retirement
(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 amount realized on the disposition (other
than amounts attributable to accrued but unpaid interest, which would be treated as such) and (ii) the U.S. holders adjusted tax basis in the note. A U.S. holders adjusted tax basis in a note generally will equal the cost
of the note (net of accrued interest) to the U.S. holder. The deductibility of capital losses is subject to significant limitations.
Foreign Account Tax Compliance Act (FATCA) Withholding
. Pursuant to Treasury regulations, Foreign Account Tax Compliance Act (FATCA) withholding
(as described in United States Taxation Taxation of Debt Securities Foreign Account Tax Compliance Act (FATCA) Withholding in the accompanying prospectus) will generally apply to obligations that are issued on or after
July 1, 2014; therefore, the notes will generally be subject to FATCA withholding. However, according to published guidance, the withholding tax described above will not apply to payments of gross proceeds from the sale, exchange, redemption or
other disposition of the notes made before January 1, 2019.
PS-6
SUPPLEMENTAL PLAN OF DISTRIBUTION
The Goldman Sachs Group, Inc. and the underwriters for this offering named below have entered into a distribution agreement with respect to the notes.
Subject to certain conditions, each underwriter named below has severally agreed to purchase the principal amount of notes indicated in the following table.
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Underwriters
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Principal Amount of
Notes
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Goldman Sachs & Co. LLC
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$
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344,000
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Incapital LLC
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343,000
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Total
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$
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687,000
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Notes sold by the underwriters to the public will initially be offered at the initial price to public set forth on the
cover of this pricing supplement. The underwriters intend to purchase the notes from The Goldman Sachs Group, Inc. at a purchase price equal to the initial price to public less a discount of 2.05% of the principal amount of the notes. Any notes sold
by the underwriters to securities dealers may be sold at a discount from the initial price to public of up to 1.65% of the principal amount of the notes. If all of the offered notes are not sold at the initial price to public, the underwriters may
change the offering price and the other selling terms. 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.
Please note that the information about the initial price to public and
net proceeds to The Goldman Sachs Group, Inc. on the front cover page relates only to the initial sale of the notes. If you have purchased a note in a market-making transaction by Goldman Sachs & Co. LLC or any other affiliate of The
Goldman Sachs Group, Inc. after the initial sale, information about the price and date of sale to you will be provided in a separate confirmation of sale.
Each underwriter has represented and agreed that it will not offer or sell the notes in the United States or to United States persons except if such
offers or sales are made by or through FINRA member broker-dealers registered with the U.S. Securities and Exchange Commission.
The Goldman
Sachs Group, Inc. estimates that its share of the total offering expenses, excluding underwriting discounts and commissions, whether paid to Goldman Sachs & Co. LLC or any other underwriter, will be approximately $15,000.
We will deliver the notes against payment therefor in New York, New York on November 16, 2017, which is the third scheduled business day
following the date of this pricing supplement and of the pricing of the notes. Under Rule
15c6-1
of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in two
business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on any date prior to two business days before delivery will be required, by virtue of the fact that the notes will
initially settle in three business days (T + 3), to specify alternative settlement arrangements to prevent a failed settlement.
The provision
regarding the market-making activities of Goldman Sachs & Co. LLC described under Plan of Distribution Market-Making Resales by Affiliates on page 118 of the accompanying prospectus does not apply to the notes.
Goldman Sachs & Co. LLC does
not
intend to make a market in these notes. However, in the future, Goldman Sachs & Co. LLC or other affiliates of The Goldman Sachs Group, Inc. may decide to repurchase and resell the 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. For more information about the plan of distribution and possible market-making activities, see
Plan of Distribution in the accompanying prospectus and Supplemental Plan of Distribution in the accompanying prospectus supplement.
The notes are a new issue of securities with no established trading market. The Goldman Sachs Group, Inc. has been advised by Incapital LLC that it
intends to make a market in the notes. Incapital LLC is not obligated to do so and may discontinue market-making at any time without notice. No assurance can be given as to the liquidity of the trading market for the notes.
PS-7
The Goldman Sachs Group, Inc. has agreed to indemnify the several underwriters against certain liabilities,
including liabilities under the Securities Act of 1933.
Certain of the underwriters and their affiliates have in the past provided, and may in the
future from time to time provide, investment banking and general financing and banking services to The Goldman Sachs Group, Inc. and its affiliates, for which they have in the past received, and may in the future receive, customary fees. The Goldman
Sachs Group, Inc. and its affiliates have in the past provided, and may in the future from time to time provide, similar services to the underwriters and their affiliates on customary terms and for customary fees. Goldman Sachs & Co. LLC,
one of the underwriters, is an affiliate of The Goldman Sachs Group, Inc. Please see Plan of DistributionConflicts of Interest on page 118 of the accompanying prospectus.
CONFLICTS OF INTEREST
Goldman Sachs & Co. LLC is an affiliate of The Goldman Sachs Group, Inc. and, as such, will have a conflict of interest in this
offering of notes within the meaning of Financial Industry Regulatory Authority, Inc. (FINRA) Rule 5121. Consequently, this offering of notes will be conducted in compliance with the provisions of FINRA Rule 5121. Goldman Sachs &
Co. LLC will not be permitted to sell notes in this offering to an account over which it exercises discretionary authority without the prior specific written approval of the account holder.
PS-8
VALIDITY OF THE NOTES
In the opinion of Sidley Austin LLP, as counsel to The Goldman Sachs Group, Inc., when the notes offered by this pricing supplement have been executed and issued by The
Goldman Sachs Group, Inc. and authenticated by the trustee pursuant to the indenture, and delivered against payment as contemplated herein, such notes will be valid and binding obligations of The Goldman Sachs Group, Inc., enforceable in accordance
with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good
faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above. This opinion is
given as of the date hereof and is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware as in effect on the date hereof. In addition, this opinion is subject to customary assumptions about the
trustees authorization, execution and delivery of the indenture dated July 10, 2017, which has been filed as Exhibit 5.5 to The Goldman Sachs Group, Inc.s registration statement on Form
S-3
filed with the Securities and Exchange Commission on July 10, 2017.
PS-9
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 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 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 prospectus supplement and the accompanying prospectus is current only as of the respective dates of such documents.
TABLE OF CONTENTS
Pricing Supplement
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Page
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Specific Terms of the Notes
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PS-3
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Additional Information About the Notes
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PS-5
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Supplemental Plan of Distribution
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PS-7
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Conflicts of Interest
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PS-8
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Validity of the Notes
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PS-9
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Prospectus Supplement dated July 10, 2017
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Use of Proceeds
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S-2
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Description of Notes We May Offer
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S-3
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Considerations Relating to Indexed Notes
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S-20
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United States Taxation
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S-23
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Employee Retirement Income Security Act
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S-24
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Supplemental Plan of Distribution
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S-25
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Validity of the Notes
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S-27
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Prospectus dated July 10, 2017
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Available Information
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2
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Prospectus Summary
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4
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Risks Relating to Regulatory Resolution Strategies and Long-Term Debt Requirements
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8
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Use of Proceeds
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13
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Description of Debt Securities We May Offer
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14
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Description of Warrants We May Offer
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45
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Description of Purchase Contracts We May Offer
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61
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Description of Units We May Offer
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66
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Description of Preferred Stock We May Offer
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71
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Description of Capital Stock of The Goldman Sachs Group, Inc.
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79
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Legal Ownership and Book-Entry Issuance
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84
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Considerations Relating to Floating Rate Securities
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89
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Considerations Relating to Indexed Securities
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90
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Considerations Relating to Securities Denominated or Payable in or Linked to a
Non-U.S.
Dollar Currency
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91
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United States Taxation
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94
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Plan of Distribution
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116
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Conflicts of Interest
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118
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Employee Retirement Income Security Act
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119
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Validity of the Securities
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120
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Experts
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120
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Review of Unaudited Condensed Consolidated Financial Statements by Independent Registered Public Accounting
Firm
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121
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Cautionary Statement Pursuant to the Private Securities Litigation Reform Act of 1995
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121
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$687,000
The Goldman Sachs Group, Inc.
Callable
Fixed Rate
Notes due 2026
Goldman Sachs & Co. LLC
Incapital
LLC
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