Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
December 02 2021 - 4:31PM
Edgar (US Regulatory)
Amendment No. 1 dated December 2, 2021 to the Free Writing Prospectus pursuant to Rule 433 dated November 30, 2021
Registration Statement No. 333-253421
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Market Linked Securities — Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the ARK Innovation ETF due March 22, 2023
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OVERVIEW
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The securities are unsecured notes issued by GS Finance Corp. and guaranteed by The Goldman Sachs Group, Inc. The securities do not bear interest or repay a fixed amount of principal at maturity. The amount that you will be paid on your securities on the stated maturity date (expected to be March 22, 2023) is based on the performance of the ARK Innovation ETF as measured from the pricing date (expected to be December 17, 2021) to and including the determination date (expected to be March 15, 2023).
The underlier is actively managed and is subject to additional risks. Unlike a passively-managed ETF, an actively-managed ETF does not attempt to track an index or other benchmark, and the investment decisions for an actively-managed ETF are instead made by its investment advisor. For more information, see “Additional Risk Factors Specific to Your Securities – An Investment in the Securities Is Subject To Risks Associated With Actively-Managed ETFs” on page S-20 of the accompanying preliminary prospectus supplement.
If the final underlier price on the determination date is greater than the initial underlier price (determined on the pricing date), the return on your securities will be positive and will equal 150% times the underlier return, subject to the maximum settlement amount (expected to be between $1,225 and $1,260 for each $1,000 face amount of your securities). If the final underlier price is greater than the initial underlier price, you will not receive more than the maximum settlement amount, regardless of how much the final underlier price increases as compared to the initial underlier price.
If the final underlier price declines by up to 12.5% from the initial underlier price, you will receive the face amount of your securities. If the final underlier price declines by more than 12.5% from the initial underlier price, the return on your securities will be negative and will equal the underlier return plus 12.5%. In this case, you will receive less than the face amount and have 1-to-1 downside exposure to the decline in the final underlier price in excess of 12.5%. You could lose up to 87.5% of the face amount of your securities.
You should read the accompanying amendment no. 1 to preliminary prospectus supplement dated December 2, 2021, which we refer to herein as the accompanying preliminary prospectus supplement, to better understand the terms and risks of your investment, including the credit risk of GS Finance Corp. and The Goldman Sachs Group, Inc.
KEY TERMS
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Company (Issuer):
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GS Finance Corp.
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Guarantor:
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The Goldman Sachs Group, Inc.
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Underlier:
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the ARK Innovation ETF (current Bloomberg symbol: “ARKK UP Equity”)
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Pricing date:
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expected to be December 17, 2021
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Issue date:
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expected to be December 22, 2021
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Determination date:
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expected to be March 15, 2023
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Stated maturity date:
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expected to be March 22, 2023
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Initial underlier price:
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the closing price of the underlier on the pricing date
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Final underlier price:
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the closing price of the underlier on the determination date
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Underlier return:
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the quotient of (i) the final underlier price minus the initial underlier price divided by (ii) the initial underlier price, expressed as a percentage
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Cap price:
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expected to be between 115% and approximately 117.33% of the initial underlier price
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Maximum settlement amount:
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expected to be between $1,225 and $1,260
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Participation rate:
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150%
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Buffer price:
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87.5% of the initial underlier price
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Buffer amount:
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12.5%
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Payment amount at maturity (for each $1,000 face amount of your securities)
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● if the underlier return is positive (the final underlier price is greater than the initial underlier price), the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) the participation rate times (c) the underlier return, subject to the maximum settlement amount;
● if the underlier return is zero or negative but not below -12.5% (the final underlier price is equal to the initial underlier price or is less than the initial underlier price, but not by more than 12.5%), $1,000; or
● if the underlier return is negative and is below -12.5% (the final underlier price is less than the initial underlier price by more than 12.5%), the sum of (i) $1,000 plus (ii) the product of (a) the sum of the underlier return plus 12.5% times (b) $1,000.
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Underwriting discount:
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up to 2.125% of the face amount; Wells Fargo Securities, LLC (“WFS”) is the agent for the distribution of the securities. WFS will receive the underwriting discount of up to 2.125% of the aggregate face amount of the securities sold. The agent may resell the securities to Wells Fargo Advisors (“WFA”) at the original issue price of the securities less a concession of 1.25% of the aggregate face amount of the securities. In addition to the selling concession received by WFA, WFS advises that WFA will also receive out of the underwriting discount a distribution expense fee of 0.075% for each $1,000 face amount of a security WFA sells. In addition to the 2.125%, in respect of certain securities sold in this offering, Goldman Sachs & Co. LLC (GS&Co.) may pay a fee of up to 0.15% of the aggregate face amount of the securities sold to selected securities dealers in consideration for marketing and other services in connection with the distribution of the securities to other securities dealers.
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CUSIP/ISIN:
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40057KDR1 / US40057KDR14
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The estimated value of your securities at the time the terms of your securities are set on the pricing date is expected to be between $925 and $955 per $1,000 face amount. See the accompanying preliminary prospectus supplement for a further discussion of the estimated value of your securities.
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The securities have more complex features than conventional debt securities and involve risks not associated with conventional debt securities. See “Risk Factors” in this term sheet and in the accompanying preliminary prospectus supplement. This document does not provide all of the information that an investor should consider prior to making an investment decision. You should not invest in the securities without reading the accompanying preliminary prospectus supplement and related documents for a more detailed description of the underlier, the terms of the securities and certain risks.
Hypothetical Payment Amount at Maturity*
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Hypothetical Final Underlier Price
(as a % of the Initial Underlier Price)
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Hypothetical Payment Amount at Maturity
(as a % of Face Amount)
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Hypothetical Payment Amount at Maturity ($)
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200.000%
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122.500%
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$1,225.00
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185.000%
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122.500%
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$1,225.00
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160.000%
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122.500%
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$1,225.00
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135.000%
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122.500%
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$1,225.00
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115.000%
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122.500%
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$1,225.00
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112.000%
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118.000%
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$1,180.00
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108.000%
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112.000%
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$1,120.00
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104.000%
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106.000%
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$1,060.00
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100.000%
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100.000%
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$1,000.00
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97.000%
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100.000%
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$1,000.00
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95.000%
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100.000%
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$1,000.00
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90.000%
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100.000%
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$1,000.00
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87.500%
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100.000%
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$1,000.00
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85.000%
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97.500%
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$975.00
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75.000%
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87.500%
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$875.00
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50.000%
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62.500%
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$625.00
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25.000%
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37.500%
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$375.00
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0.000%
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12.500%
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$125.00
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*assumes a cap price of 115% of the initial underlier price
This document does not provide all of the information that an investor should consider prior to making an investment decision. You should not invest in the securities without reading the accompanying preliminary prospectus supplement and related documents for a more detailed description of the underlier, the terms of the securities and certain risks.
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Determining Payment Amount at Maturity
GS Finance Corp. and The Goldman Sachs Group, Inc. have filed a registration statement (including a prospectus, as supplemented by the prospectus supplement, product summary supplement and preliminary prospectus supplement listed below) with the Securities and Exchange Commission (SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus, prospectus supplement, product summary supplement and preliminary prospectus supplement, and any other documents relating to this offering that GS Finance Corp. and The Goldman Sachs Group, Inc. have filed with the SEC for more complete information about us and this offering. You may get these documents without cost by visiting EDGAR on the SEC web site at sec.gov. Alternatively, we will arrange to send you the prospectus, prospectus supplement, product summary supplement and preliminary prospectus supplement if you so request by calling (212) 357-4612.
The securities are part of the Medium-Term Notes, Series F program of GS Finance Corp. and are fully and unconditionally guaranteed by The Goldman Sachs Group, Inc. This document should be read in conjunction with the following:
This document does not provide all of the information that an investor should consider prior to making an investment decision. You should not invest in the securities without reading the accompanying preliminary prospectus supplement and related documents for a more detailed description of the underlier, the terms of the securities and certain risks.
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An investment in the securities is subject to risks. Many of the risks are described in the accompanying preliminary prospectus supplement, accompanying prospectus supplement and accompanying prospectus. Below we have provided a list of certain risk factors discussed in such documents. In addition to the below, you should read in full “Additional Risk Factors Specific to Your Securities” in the accompanying preliminary prospectus supplement, as well as the risks and considerations described in the accompanying prospectus supplement and accompanying prospectus.
The following risk factors are discussed in greater detail in the accompanying preliminary prospectus supplement:
Risks Related to Structure, Valuation and Secondary Market Sales
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The Estimated Value of Your Securities At the Time the Terms of Your Securities Are Set On the Pricing Date (as Determined By Reference to Pricing Models Used By GS&Co.) Is Less Than the Original Issue Price Of Your Securities
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The Securities Are Subject to the Credit Risk of the Issuer and the Guarantor
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The Amount Payable on Your Securities Is Not Linked to the Price of the Underlier at Any Time Other Than the Determination Date
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You May Lose a Substantial Portion of Your Investment in the Securities
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Your Securities Do Not Bear Interest
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The Potential for the Value of Your Securities to Increase Will Be Limited
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Past Underlier Performance is No Guide to Future Performance
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The Return on Your Securities Will Not Reflect Any Dividends Paid on the Underlier or the Underlier Stocks
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You Have No Shareholder Rights or Rights to Receive Any Shares of the Underlier or Any Underlier Stock
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The Market Value of Your Securities May Be Influenced by Many Unpredictable Factors
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If the Price of the Underlier Changes, the Market Value of Your Securities May Not Change in the Same Manner
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As Calculation Agent, GS&Co. Will Have the Authority to Make Determinations that Could Affect the Value of Your Securities, When Your Securities Mature and the Amount You Receive at Maturity
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Anti-dilution Adjustments Relating to the Shares of the Underlier Do Not Address Every Event That Could Affect Such Shares
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Your Securities May Not Have an Active Trading Market
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The Calculation Agent Can Postpone the Determination Date If a Market Disruption Event or a Non-Trading Day Occurs or is Continuing
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Risks Related to Conflicts of Interest
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Hedging Activities by Goldman Sachs or Our Distributors (including WFS) May Negatively Impact Investors in the Securities and Cause Our Interests and Those of Our Clients and Counterparties to be Contrary to Those of Investors in the Securities
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Goldman Sachs’ Trading and Investment Activities for its Own Account or for its Clients, Could Negatively Impact Investors in the Securities
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Goldman Sachs’ or Our Distributors’ Market-Making Activities Could Negatively Impact Investors in the Securities
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You Should Expect That Goldman Sachs’ or Our Distributors’ Personnel Will Take Research Positions, or Otherwise Make Recommendations, Provide Investment Advice or Market Color or Encourage Trading Strategies That Might Negatively Impact Investors in the Securities
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Goldman Sachs and Our Distributors Regularly Provide Services to, or Otherwise Has Business Relationships with, a Broad Client Base, Which May Include the Underlier Sponsor or the Issuers of the Underlier Stocks or Other Entities That Are Involved in the Transaction
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The Offering of the Securities May Reduce an Existing Exposure of Goldman Sachs or Facilitate a
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This document does not provide all of the information that an investor should consider prior to making an investment decision. You should not invest in the securities without reading the accompanying preliminary prospectus supplement and related documents for a more detailed description of the underlier, the terms of the securities and certain risks.
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Transaction or Position That Serves the Objectives of Goldman Sachs or Other Parties
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