Form 8-K - Current report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 17^th, 2024

MERRILL LYNCH DEPOSITOR, INC.

(on behalf of PPLUS TRUST SERIES GSC-2)

(Exact name of registrant as specified in its charter)

Delaware	001-32247	13-3891329
(State or other jurisdiction of incorporation)	(Commission File Number)	(I. R. S. Employer Identification No.)

One Bryant Park, 4^th FL		10036
New York, NY		(Zip Code)
(Address of principal executive offices)

Registrant’s telephone number, including area code: (646) 855-6745

INFORMATION TO BE INCLUDED IN REPORT

Check the appropriate box below if the Form 8K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

PPLUS Trust Series GSC-2

PYT

NYSE

Section 1.

Registrant’s Business and Operations

Not applicable.

Section 2.

Financial Information

Not applicable.

Section 3.

Securities and Trading Markets

Not applicable.

Section 4.

Matters Related to Accountants and Financial Statements

Not applicable.

Section 5.

Corporate Governance and Management

Not applicable.

Section 6.

Asset-Backed Securities

Not applicable.

Section 7.

Regulation FD

Not applicable.

Section 8.

Other Events

Item 8.01

Other events

99.1

Distribution to holders of the PPLUS Trust Certificates Series GSC-2 on May 17, 2024.

For information with respect to the underlying securities held by PPLUS Trust Series GSC-2, please refer to The Goldman Sachs Group, Inc.’s (Commission file number 001-14965) periodic reports, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and other information on file with the Securities and Exchange Commission (the “SEC”). You can read and copy these reports and other information at the public reference facilities maintained by the SEC at Room 1580, 100 F Street, NE, Washington, D.C. 20549. You may obtain copies of this material for a fee by writing to the SEC’s Public Reference Section of the SEC at 100 F Street, NE, Washington, D.C. 20549. You may obtain information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You can also access some of this information electronically by means of the SEC’s website on the Internet at http://www.sec.gov, which contains reports, proxy and information statements and other information that the underlying securities guarantor and the underlying securities issuer has filed electronically with the SEC.

Although we have no reason to believe the information concerning the underlying securities and the junior subordinated debentures or the underlying securities issuer and the underlying securities guarantor contained in the underlying securities guarantor’s Exchange Act reports is not reliable, neither the depositor nor the trustee participated in the preparation of such documents or made any due diligence inquiry with respect to the information provided therein. No investigation with respect to the underlying securities issuer and the underlying securities guarantor (including, without limitation, no investigation as to their financial condition or creditworthiness) or of the underlying securities and the junior subordinated debentures has been made. You should obtain and evaluate the same information concerning the underlying securities issuer and the underlying securities guarantor as you would obtain and evaluate if your investment were directly in the underlying securities or in other securities issued by the underlying securities issuer or the underlying securities guarantor. There can be no assurance that events affecting the underlying securities and the junior subordinated debentures or the underlying securities issuer and the underlying securities guarantor have not occurred or have not yet been publicly disclosed which would affect the accuracy or completeness of the publicly available documents described above.

Section 9.

Financial Statements and Exhibits

Item 9.01

Financial Statements and Exhibits

(a)

Financial statements of business acquired.

None.

(b)

Pro forma financial information.

None.

(c)

Shell company transaction.

Not applicable.

(d)

Exhibits.

99.1

Trustee’s report in respect of the May 17, 2024 distribution to holders of the PPLUS Trust Certificates Series GSC-2.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	MERRILL LYNCH DEPOSITOR, INC.

Date: May 15, 2024	By:	/s/ Matthew Nelson
	Name:	Matthew Nelson
	Title:	President

EXHIBIT INDEX

99.1	Trustee’s report in respect of the May 17, 2024 distribution to holders of the PPLUS Trust Certificates Series GSC-2.

EXHIBIT 99.1

DISTRIBUTION REPORT

FOR

PPLUS TRUST SERIES GSC-2

DISTRIBUTION DATE

May 17^th, 2024

CUSIP NUMBER 73941X684

(i)

the amounts received by the Trustee as of the last such statement in respect of principal, interest and premium on the 6.345% Capital Securities due 2034 issued by Goldman Sachs Capital I (the “Underlying Securities”):

Interest:	$0.00
Principal:	$0.00
Premium:	$0.00

(ii)

the amounts received by the Trustee as of the last such statement in respect of Interest Rate Swap entered into between PPLUS Trust Series GSC-2 and Merrill Lynch International (the “Swap Agreement”):

Interest:	$561,627.50
Principal	$0.00

(iii)

the amounts of compensation received by the Trustee, for the period relating to such Distribution Date:

Paid by the Trust:	$0.00
Paid by the Depositor:	$0.00

(iv)

the amount of distribution on such Distribution Date to Holders allocable to principal of and premium, if any, and interest on the Certificates of each such Class and the amount of aggregate unpaid interest accrued as of such Distribution Date:

Interest:	$561,627.50*
Principal:	$0.00
Unpaid Interest Accrued:	$0.00

(v)

the amount of distribution on such Distribution Date to Merrill Lynch International in respect of the Interest Rate Swap entered into between PPLUS Trust Series GSC-2 and Merrill Lynch International (the “Swap Agreement:

Interest:	$0.00*
Principal:	$0.00

●

This is a net amount, reflecting netting of amounts receivable by the Trust and Merrill Lynch International under the Swap Agreement.

(vi)

the aggregate stated principal amount and, if applicable, notional amount of the Underlying Securities related to such Series, the current interest rate or rates thereon at the close of business on such Distribution Date, and the current rating assigned to the Certificates.

Principal Amount:	$35,000,000
Interest Rate:	6.345%

Rating:
Moody’s Investor Service	N/A
Standard & Poor’s Rating Service	BB+

(vii)

the aggregate notional amount of the Swap Agreement related to such Series, the current interest rate or rates thereon at the close of business on such Distribution Date.

Notional Amount:	$35,000,000
Interest Rate:	3.00%

(viii)

the aggregate Certificate Principal Balance (or Notional Amount, if applicable) of each Class of such Series at the close of business on such Distribution Date.