Accelerates Strategy to Drive Higher, More
Durable Returns
Offers Simple and Transparent Lending Solutions
That Meet Customers Where They Transact and Help Merchants Drive
Growth
The Goldman Sachs Group, Inc. (“Goldman Sachs”)
and GreenSky, Inc. (“GreenSky”; NASDAQ: GSKY) today announced that
they have entered into a definitive agreement pursuant to which
Goldman Sachs will acquire GreenSky, the largest fintech platform
for home improvement consumer loan originations, in an all-stock
transaction valued at approximately $2.24 billion. GreenSky’s
differentiated lending capabilities and market-leading merchant and
consumer ecosystem will help accelerate the efforts of Goldman
Sachs to create the consumer banking platform of the future, help
tens of millions of customers take control of their financial lives
and drive higher, more durable returns.
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The acquisition will enhance Goldman Sachs’ ability to provide
consumers with the opportunity to save, spend, borrow and invest,
and meet customers where they transact. Since its founding,
GreenSky has provided simple and transparent home improvement
financing solutions for approximately four million customers.
GreenSky has a growing network of over 10,000 merchants and helps
them accelerate their business by incorporating a seamless
financing experience into their commerce flow. Aligning GreenSky’s
unique capabilities and growing user base with the expanding
products of Marcus by Goldman Sachs creates a compelling banking
platform positioned for significant growth.
“We have been clear in our aspiration for Marcus to become the
consumer banking platform of the future, and the acquisition of
GreenSky advances this goal,” said David M. Solomon, Chairman and
CEO of Goldman Sachs. “GreenSky and its talented team have built an
impressive, cloud-native platform that will allow Marcus to reach a
new and active set of merchants and customers and provide them with
an expanding set of solutions. We welcome the GreenSky team to the
Goldman Sachs family.”
“The GreenSky team and I are thrilled to be joining Goldman
Sachs”, said David Zalik, Chief Executive Officer of GreenSky.
“From GreenSky’s inception, our mission has been to deliver
exceptional value helping businesses grow and delight their
customers. In combination with Goldman Sachs, we’re excited to
continue delivering innovative point-of-sale payment solutions for
our merchant partners and their customers on an accelerated
basis.”
In just five years, the consumer business of Goldman Sachs has
made significant progress toward its goal to provide an integrated
and customer-centric digital offering that enables customers to
take control of their financial lives. This transaction is
consistent with that vision and Goldman Sachs’ strategy to meet
consumers through proprietary channels and through the ecosystems
of leading companies with embedded technology.
Transaction Details
As part of the agreement, GreenSky stockholders will receive
0.03 shares of common stock of Goldman Sachs for each share of
GreenSky Class A common stock. Based on the closing share price of
Goldman Sachs common stock as of September 14, 2021, this
represents a per share price for GreenSky Class A common stock of
$12.11 and an implied transaction value of approximately $2.24
billion. In connection with the transaction, GreenSky’s tax
receivable agreement was amended to provide that no payments will
be made in respect of or following the transaction; these payments
would have had an approximate value of $446 million or $2.41 per
share.
The Boards of Directors of Goldman Sachs and GreenSky have
approved the transaction. The Board of Directors of GreenSky,
acting upon the unanimous recommendation of a special committee
composed of independent directors of the Board, recommends that
GreenSky stockholders approve the transaction and adopt the merger
agreement. The transaction, which is anticipated to close in the
fourth quarter of 2021 or first quarter of 2022, is subject to
approval by GreenSky stockholders, the receipt of required
regulatory approvals, and satisfaction of other customary closing
conditions.
Goldman Sachs & Co. LLC is serving as financial advisor and
Sullivan & Cromwell LLP is serving as legal counsel to Goldman
Sachs.
J.P. Morgan Securities LLC and Financial Technology Partners LP
are serving as financial advisors and Cravath, Swaine & Moore
LLP and Troutman Pepper Hamilton Sanders LLP are serving as legal
counsel to GreenSky.
Piper Sandler & Co. is serving as financial advisor and
Wilson Sonsini Goodrich & Rosati P.C. is serving as legal
counsel to the special committee of the Board of Directors of
GreenSky.
About Goldman Sachs
The Goldman Sachs Group, Inc. is a leading global financial
institution that delivers a broad range of financial services
across investment banking, securities, investment management and
consumer banking to a large and diversified client base that
includes corporations, financial institutions, governments and
individuals. Founded in 1869, the firm is headquartered in New York
and maintains offices in all major financial centers around the
world.
About GreenSky
GreenSky, Inc. (NASDAQ: GSKY), headquartered in Atlanta, is a
leading technology company Powering Commerce at the Point of Sale®
for a growing ecosystem of merchants, consumers and banks.
GreenSky’s highly scalable, proprietary and patented technology
platform enables merchants to offer frictionless promotional
payment options to consumers, driving increased sales volume and
accelerated cash flow. Banks leverage GreenSky’s technology to
provide loans to super-prime and prime consumers nationwide. We
currently service a $9 billion loan portfolio, and since GreenSky’s
inception, approximately 4 million consumers have financed more
than $30 billion of commerce using GreenSky’s paperless, real time
“apply and buy” technology. For more information, visit
https://www.greensky.com.
Forward-Looking Statements
This communication contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
regarding Goldman Sachs and GreenSky including, but not limited to,
statements related to the proposed acquisition of GreenSky and the
anticipated timing, results and benefits thereof, statements
regarding the expectations and beliefs of Goldman Sachs management
or GreenSky management, and other statements that are not
historical facts. Readers can generally identify forward-looking
statements by the use of forward-looking terminology such as
“outlook,” “potential,” “continue,” “may,” “seek,” “approximately,”
“predict,” “believe,” “expect,” “plan,” “intend,” “poised,”
“estimate” or “anticipate” and similar expressions or the negative
versions of these words or comparable words, as well as future or
conditional verbs such as “will,” “should,” “would,” “likely” and
“could”. These forward-looking statements are based on Goldman
Sachs’ and GreenSky’s current plans, objectives, estimates,
expectations and intentions and inherently involve significant
risks and uncertainties, many of which are beyond Goldman Sachs’ or
GreenSky’s control. Actual results and the timing of events could
differ materially from those anticipated in such forward-looking
statements as a result of these risks and uncertainties, which
include, without limitation, risks and uncertainties associated
with Goldman Sachs’ and GreenSky’s ability to complete the proposed
acquisition on the proposed terms or on the anticipated timeline,
or at all, including: risks and uncertainties related to securing
the necessary regulatory and shareholder approvals and satisfaction
of other closing conditions to consummate the proposed acquisition;
the occurrence of any event, change or other circumstance that
could give rise to the termination of the merger agreement relating
to the proposed acquisition; risks related to diverting the
attention of Goldman Sachs and/or GreenSky management from ongoing
business operations; failure to realize the expected benefits of
the proposed acquisition; significant transaction costs and/or
unknown or inestimable liabilities; the risk of litigation in
connection with the proposed acquisition, including resulting
expense or delay; the risk that GreenSky’s business will not be
integrated successfully or that such integration may be more
difficult, time-consuming or costly than expected; risks related to
future opportunities and plans for the GreenSky business, including
the uncertainty of financial performance and results of Goldman
Sachs following completion of the proposed acquisition; disruption
from the proposed acquisition, making it more difficult to conduct
business as usual or for GreenSky to maintain relationships with
bank partners, other funding sources or purchasers of receivables
related to, or economic participations in, loans originated by
GreenSky’s bank partners, merchants, sponsors of merchants,
consumers, suppliers, distributors, partners, employees, regulators
or other third parties; effects relating to the announcement of the
proposed acquisition or any further announcements or the
consummation of the proposed acquisition on the market price of
Goldman Sachs common stock or GreenSky common stock; the
possibility that, if Goldman Sachs does not achieve the perceived
benefits of the proposed acquisition as rapidly or to the extent
anticipated by financial analysts or investors or at all, the
market price of Goldman Sachs common stock could decline; the
definitive documentation in respect of the backstop participation
purchase facility is subject to negotiation between the parties;
regulatory initiatives and changes in tax laws; market volatility
and changes in economic conditions; and other risks and
uncertainties affecting Goldman Sachs and GreenSky, including those
described from time to time under the caption “Risk Factors” and
elsewhere in Goldman Sachs’ and GreenSky’s SEC filings and reports,
including Goldman Sachs’ Annual Report on Form 10-K for the fiscal
year ended December 31, 2020 and Quarterly Reports on Form 10-Q for
the fiscal quarters ended March 31, 2021 and June 30, 2021,
GreenSky’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2020 and Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 2021 and June 30, 2021, and future filings
and reports by either company. In addition, the trajectory and
future impact of the COVID-19 pandemic remains highly uncertain and
can change rapidly, and the extent of the pandemic’s continuing and
ultimate impact on Goldman Sachs, GreenSky, GreenSky’s bank
partners and merchants, borrowers under the GreenSky® consumer
financing program, loan demand (in particular, for elective
healthcare procedures), legal and regulatory matters, consumers’
ability or willingness to pay, information security and consumer
privacy, the capital markets, the economy in general and changes in
the U.S. economy that could materially impact consumer spending
behavior, unemployment and demand for products of Goldman Sachs and
GreenSky are highly uncertain and cannot be predicted with
confidence at this time. Moreover, other risks and uncertainties of
which Goldman Sachs or GreenSky are not currently aware may also
affect each company’s forward-looking statements and may cause
actual results and the timing of events to differ materially from
those anticipated. Readers of this communication are cautioned that
forward-looking statements are not guarantees of future
performance. The forward-looking statements made in this
communication are made only as of the date hereof or as of the
dates indicated in the forward-looking statements and reflect the
views stated therein with respect to future events as at such
dates, even if they are subsequently made available by Goldman
Sachs or GreenSky on their respective websites or otherwise. Except
as otherwise required by law, neither Goldman Sachs nor GreenSky
undertakes any obligation, and each expressly disclaims any
obligation, to update or supplement any forward-looking statements
to reflect actual results, new information, future events, changes
in its expectations or other circumstances that exist after the
date as of which the forward-looking statements were made.
Participants in the Solicitation
Goldman Sachs, GreenSky and their respective directors and
certain of their executive officers and other employees may be
deemed to be participants in the solicitation of proxies from
GreenSky’s stockholders in connection with the proposed
acquisition. Information about Goldman Sachs’ directors and
executive officers is set forth in Goldman Sachs’ Annual Report on
Form 10-K for the year ended December 31, 2020, which was filed
with the SEC on February 22, 2021, and in its proxy statement on
Schedule 14A for the 2021 Annual Meeting of Stockholders, which was
filed with the SEC on March 19, 2021 and subsequent statements of
beneficial ownership on file with the SEC. Information about
GreenSky’s directors and executive officers is set forth in
GreenSky’s Annual Report on Form 10-K for the year ended December
31, 2020, which was filed with the SEC on March 10, 2021, and in
its proxy statement on Schedule 14A for the 2021 Annual Meeting of
Stockholders, which was filed with the SEC on April 28, 2021 and
subsequent statements of beneficial ownership on file with the SEC.
Additional information regarding the persons who may, under the
rules of the SEC, be deemed participants in the solicitation of
GreenSky’s stockholders in connection with the proposed
acquisition, including a description of their direct or indirect
interests, by security holdings or otherwise, will be set forth in
the registration statement on Form S-4 and proxy
statement/prospectus and other relevant materials to be filed with
the SEC when they become available.
Additional Information and Where to Find It
In connection with the proposed acquisition, Goldman Sachs
intends to file with the SEC a registration statement on Form S-4
that will include a proxy statement for a special meeting of
GreenSky’s stockholders to approve the proposed acquisition and
that will also constitute a prospectus for the Goldman Sachs common
stock that will be issued in the proposed acquisition. Each of
Goldman Sachs and GreenSky may also file other relevant documents
with the SEC regarding the proposed acquisition. This communication
is not a substitute for the registration statement, the proxy
statement/prospectus (if and when available) or any other document
that Goldman Sachs or GreenSky may file with the SEC with respect
to the proposed acquisition. The definitive proxy
statement/prospectus will be mailed to GreenSky’s stockholders.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION
STATEMENT, THE PROXY STATEMENT/PROSPECTUS, ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS
THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF
AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION ABOUT GOLDMAN SACHS, GREENSKY AND THE
PROPOSED ACQUISITION.
Investors and security holders will be able to obtain copies of
these materials (if and when they are available) and other
documents containing important information about Goldman Sachs,
GreenSky and the proposed acquisition, once such documents are
filed with the SEC free of charge through the website maintained by
the SEC at www.sec.gov. Copies of documents filed with the SEC by
Goldman Sachs will be made available free of charge on Goldman
Sachs’ investor relations website at
goldmansachs.com/investor-relations/. Copies of documents filed
with the SEC by GreenSky will be made available free of charge on
GreenSky’s investor relations website at
investors.greensky.com.
No Offer or Solicitation
This communication is not intended to and shall not constitute
an offer to buy or sell or the solicitation of an offer to buy or
sell any securities, or a solicitation of any vote or approval, nor
shall there be any offer, solicitation or sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made in the United States absent registration under the
U.S. Securities Act of 1933, as amended, or pursuant to an
exemption from, or in a transaction not subject to, such
registration requirements.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210915005425/en/
For Goldman Sachs
Media Relations Andrea Williams | Tel: +1 212 902 5400 Patrick
Scanlan
Investor Relations Carey Halio | Tel: +1 212 902 0300
For GreenSky
Brinker Dailey Tel: +1 470 284 7017
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