Form FWP GS Finance Corp. Filed by: GS Finance Corp.
Free Writing Prospectus pursuant to Rule 433 dated October 29, 2020
Registration Statement No. 333-239610
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Autocallable Index-Linked Notes due |
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OVERVIEW |
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The notes do not bear interest. The notes will mature on the stated maturity date unless they are automatically called on any call observation date commencing in 2021. Your notes will be automatically called on a call observation date if the closing level of each of the EURO STOXX 50® Index, the Russell 2000® Index and the S&P 500® Index on such date is greater than or equal to its initial level set on October 28, 2020 (the initial level is 2,962.80 with respect to the EURO STOXX 50® Index, 1,545.220 with respect to the Russell 2000® Index and 3,279.54 with respect to the S&P 500® Index, which in each case may be higher or lower than the actual closing level of such underlier on the trade date), resulting in a payment on the corresponding call payment date for each $1,000 face amount of your notes equal to such $1,000 face amount plus the product of $1,000 times the applicable call premium amount.
The amount that you will be paid on your notes at maturity, if they have not been automatically called, is based on the performance of the lesser performing underlier (the underlier with the lowest underlier return). The index return for each index is the percentage increase or decrease in its final level (the closing level of such index on the determination date, expected to be 60 months after the trade date) from its initial level.
If the underlier return for any underlier is less than -25%, the percentage of the face amount of your notes you will receive will be based on the performance of the underlier with the lowest underlier return. In such event, you will receive less than 75% of the face amount of your notes.
You should read the accompanying preliminary pricing supplement dated October 29, 2020, which we refer to herein as the accompanying preliminary pricing 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.
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KEY TERMS |
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CUSIP/ISIN: |
40057EM20 / US40057EM207 |
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Company (Issuer): |
GS Finance Corp. |
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Guarantor: |
The Goldman Sachs Group, Inc. |
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Underliers (each individually, an underlier): |
the EURO STOXX 50® Index (current Bloomberg symbol: “SX5E Index”), the Russell 2000® Index (current Bloomberg symbol: “RTY Index”), and the S&P 500® Index (current Bloomberg symbol: “SPX Index”) |
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Trade date: |
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Settlement date: |
expected to be the fifth scheduled business day following the trade date |
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Determination date: |
expected to be 60 months following the trade date |
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Stated maturity date: |
expected to be the second scheduled business day following the determination date |
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About Your Notes |
GS Finance Corp. and The Goldman Sachs Group, Inc. have filed a registration statement (including a prospectus, as supplemented by the prospectus supplement, underlier supplement no. 13, general terms supplement no. 8,671 and preliminary pricing 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, underlier supplement no. 13, general terms supplement no. 8,671 and preliminary pricing 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, underlier supplement no. 13, general terms supplement no. 8,671 and preliminary pricing supplement if you so request by calling (212) 357-4612.
The notes 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 notes without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlier, the terms of the notes and certain risks.
An investment in the notes is subject to risks. Many of the risks are described in the accompanying preliminary pricing supplement, accompanying general terms supplement no. 8,671, accompanying underlier supplement no. 13, 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 Notes” in the accompanying preliminary pricing supplement, “Additional Risk Factors Specific to the Notes” in the accompanying general terms supplement no. 8,671, “Additional Risk Factors Specific to the Notes” in the accompanying underlier supplement no. 13, 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 pricing supplement:
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The Notes Are Subject to the Credit Risk of the Issuer and the Guarantor |
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You May Lose Your Entire Investment in the Notes |
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The Amount You Will Receive on a Call Payment Date or on the Stated Maturity Date, as the Case May Be, Will Be Capped |
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The Return on Your Notes May Change Significantly Despite Only a Small Change in the Level of the Lesser Performing Underlier |
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Your Notes Are Subject to Automatic Redemption |
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The Amount in Cash That You Will Receive on a Call Payment Date or on the Stated Maturity Date is Not Linked to the Closing Levels of the Underliers at Any Time Other Than on the Applicable Call Observation Date or on the Determination Date, as the Case May Be |
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The Cash Settlement Amount Will Be Based Solely on the Lesser Performing Underlier |
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The Market Value of Your Notes May Be Influenced by Many Unpredictable Factors |
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If You Purchase Your Notes at a Premium to Face Amount, the Return on Your Investment Will Be Lower Than the Return on Notes Purchased at Face Amount and the Impact of Certain Key Terms of the Notes Will Be Negatively Affected |
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You Have No Shareholder Rights or Rights to Receive Any Underlier Stock |
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We May Sell an Additional Aggregate Face Amount of the Notes at a Different Issue Price |
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Your Notes Do Not Bear Interest |
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An Investment in the Offered Notes Is Subject to Risks Associated with Foreign Securities |
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The Tax Consequences of an Investment in Your Notes Are Uncertain |
The following risk factors are discussed in greater detail in the accompanying general terms supplement no. 8,671:
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If the Value of an Underlier Changes, the Market Value of Your Notes May Not Change in the Same Manner |
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The Return on Your Notes Will Not Reflect Any Dividends Paid on Any Underlier, or Any Underlier Stock, as Applicable |
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Other Investors in the Notes May Not Have the Same Interests as You |
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Anticipated Hedging Activities by Goldman Sachs or Our Distributors May Negatively Impact Investors in the Notes and Cause Our Interests and Those of Our Clients and Counterparties to be Contrary to Those of Investors in the Notes |
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Goldman Sachs’ Trading and Investment Activities for its Own Account or for its Clients Could Negatively Impact Investors in the Notes |
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Goldman Sachs’ Market-Making Activities Could Negatively Impact Investors in the Notes |
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You Should Expect That Goldman Sachs Personnel Will Take Research Positions, or Otherwise Make Recommendations, Provide Investment Advice or |
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Market Color or Encourage Trading Strategies That Might Negatively Impact Investors in the Notes |
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Goldman Sachs Regularly Provides Services to, or Otherwise Has Business Relationships with, a Broad Client Base, Which May Include the Sponsors of the Underlier or Underliers or Constituent Indices, As Applicable, or the Issuers of the Underlier Stocks or Other Entities That Are Involved in the Transaction |
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The Offering of the Notes May Reduce an Existing Exposure of Goldman Sachs or Facilitate a Transaction or Position That Serves the Objectives of Goldman Sachs or Other Parties |
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Past Performance is No Guide to Future Performance |
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Your Notes May Not Have an Active Trading Market |
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The Calculation Agent Will Have the Authority to Make Determinations That Could Affect the Market Value of Your Notes, When Your Notes Mature and the Amount, If Any, Payable on Your Notes |
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The Policies of an Underlier Sponsor, if Applicable, and Changes that Affect an Underlier to Which Your Notes are Linked, or the Constituent Indices or Underlier |
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 notes without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlier, the terms of the notes and certain risks.
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Stocks Comprising Such Underlier, Could Affect the Amount Payable on Your Notes and Their Market Value |
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The Calculation Agent Can Postpone the Determination Date, Averaging Date, Call Observation |
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Date or Coupon Observation Date If a Market Disruption Event or Non-Trading Day Occurs or Is Continuing |
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Certain Considerations for Insurance Companies and Employee Benefit Plans |
The following risk factors are discussed in greater detail in the accompanying underlier supplement no. 13:
The following risk factors are discussed in greater detail in the accompanying prospectus supplement:
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The Return on Indexed Notes May Be Below the Return on Similar Securities |
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The Issuer of a Security or Currency That Serves as an Index Could Take Actions That May Adversely Affect an Indexed Note |
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An Indexed Note May Be Linked to a Volatile Index, Which May Adversely Affect Your Investment |
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An Index to Which a Note Is Linked Could Be Changed or Become Unavailable |
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We May Engage in Hedging Activities that Could Adversely Affect an Indexed Note |
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Information About an Index or Indices May Not Be Indicative of Future Performance |
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We May Have Conflicts of Interest Regarding an Indexed Note |
The following risk factors are discussed in greater detail in the accompanying prospectus:
Risks Relating to Regulatory Resolution Strategies and Long-Term Debt Requirements
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The application of regulatory resolution strategies could increase the risk of loss for holders of our debt securities in the event of the resolution of Group Inc. |
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The application of Group Inc.’s preferred resolution strategy could increase the losses incurred by holders of our debt securities |
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 notes without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlier, the terms of the notes and certain risks.