Form FWP GOLDMAN SACHS GROUP INC Filed by: GOLDMAN SACHS GROUP INC

November 25, 2020 12:24 PM

Free Writing Prospectus pursuant to Rule 433 dated November 25, 2020

Registration Statement No. 333-239610

 

Leveraged Basket-Linked Notes due        

 

OVERVIEW

The notes do not bear interest. The amount that you will be paid on your notes on the stated maturity date is based on the performance of an unequally-weighted basket comprised of the common stock, common shares, ordinary shares or capital stock (basket stocks) of 37 companies as measured from the trade date to and including the determination date.

The initial basket level is 100 and the final basket level will equal the sum of the products, as calculated for each basket stock, of: (i) its final stock price on the determination date divided by its initial stock price multiplied by (ii) its initial weighted value.

If the final basket level on the determination date is greater than the initial basket level, the return on your notes will be positive and will equal 150% times the basket return, subject to the maximum settlement amount (expected to be between $1,122.4 and $1,144 for each $1,000 face amount of your notes).

If the final basket level is less than the initial basket level, the return on your notes will be negative and will equal the basket return.

You should read the accompanying preliminary prospectus supplement dated November 24, 2020, 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

CUSIP/ISIN:

40057EPR2 / US40057EPR26

Company (Issuer):

GS Finance Corp.

Guarantor:

The Goldman Sachs Group, Inc.

Basket:

an unequally weighted basket comprised of the common stock, common shares, ordinary shares or capital stock of 37 companies

Basket Stocks

the 37 common stocks, common shares, ordinary shares or capital stocks listed under “About the Basket” below.

Basket stock issuer:

with respect to a basket stock, the issuer of such basket stock as then in effect 

Trade date:

 

Settlement date:

expected to be the fifth scheduled business day following the trade date

Determination date:

a specified date that is expected to be between 13 and 15 months following the trade date

Stated maturity date:

a specified date that is expected to be the second scheduled business day after the determination date

 

Hypothetical Payment amount AT Maturity*

 

Hypothetical Final
Basket Level
(as a % of the Initial Basket Level)

Hypothetical Payment Amount at Maturity
(as a % of Face Amount)

175.000%

112.240%

150.000%

112.240%

125.000%

112.240%

108.160%

112.240%

104.000%

106.000%

102.000%

103.000%

100.000%

100.000%

90.000%

90.000%

75.000%

75.000%

50.000%

50.000%

25.000%

25.000%

0.000%

0.000%

 

 

 

*assumes a cap level of 108.16% of the initial basket level

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 prospectus supplement and related documents for a more detailed description of the basket, the terms of the notes and certain risks.


 

 


Payment amount at maturity (for each $1,000 face amount of your notes)

     if the basket return is positive (the final basket level is greater than the initial basket level), the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) 150% times (c) the basket return, subject to the maximum settlement amount; or

     if the basket return is zero or negative (the final basket level is equal to or less than the initial basket level), the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) the basket return.

Initial basket level:

100

Initial weighted value:

for each of the basket stocks, the product of the initial weight of such basket stock in the basket times the initial basket level.

Final basket level:

the closing level of the basket on the determination date

Closing level of the basket:

on any trading day, the sum of, for each of the basket stocks: the product of (i) the quotient of (a) the closing price of such basket stock on such trading day divided by (b) the initial stock price of such basket stock times (ii) the initial weighted value of such basket stock

Initial stock price:

for each of the basket stocks, set on the trade date and may be higher or lower than the actual closing price of the basket stock on that date, as determined by the calculation agent in its sole discretion

Final stock price:

for each of the basket stocks, the closing price of such basket stock on the determination date

Basket return:

the quotient of (i) the final basket level minus the initial basket level divided by (ii) the initial basket level, expressed as a percentage

Cap Level:

expected to be between 108.16% and 109.6%

Maximum settlement amount:

expected to be between $1,122.4 and $1,144

Estimated value range:

$940 to $970 (which is less than the original issue price; see accompanying preliminary prospectus supplement)

 

About the Basket

The following table lists the basket stocks and related information, including their corresponding Bloomberg tickers, primary listings, initial weights in the basket, initial weighted values and initial stock prices. The initial stock prices will not be determined until the trade date. Each of the basket stock issuers faces its own business risks and other competitive factors. All of those factors may affect the basket return, and, consequently, the amount payable on your notes, if any, on the stated maturity date. Our offering of the notes does not constitute our recommendation or the recommendation of our affiliates to invest in the basket, any basket stock or the notes. You should make your own investigation of the basket stocks and the basket stock issuers and whether to obtain exposure to the basket through an investment in the notes.

 

Basket Stock

Current

Bloomberg

Ticker

Type of Security

Current Primary Listing

Initial Weight in

the Basket

Initial

Weighted Value

Initial Stock

Price (USD)

3M Company

MMM

Common Stock

New York Stock Exchange

1.54%

1.54

 

Aflac Incorporated

AFL

Common Stock

New York Stock Exchange

3.23%

3.23

 

Air Products and Chemicals, Inc.

APD

Common Stock

New York Stock Exchange

3.26%

3.26

 

American Express Company

AXP

Common Share

New York Stock Exchange

3.44%

3.44

 

BlackRock, Inc.

BLK

Common Stock

New York Stock Exchange

3.70%

3.70

 

Cardinal Health, Inc.

CAH

Common Share

New York Stock Exchange

2.62%

2.62

 

Colgate-Palmolive Company

CL

Common Stock

New York Stock Exchange

2.93%

2.93

 

Dover Corporation

DOV

Common Stock

New York Stock Exchange

2.87%

2.87

 

Eastman Chemical Company

EMN

Common Stock

New York Stock Exchange

3.27%

3.27

 

Eaton Corporation plc

ETN

Ordinary Share

New York Stock Exchange

1.96%

1.96

 

Eli Lilly and Company

LLY

Common Stock

New York Stock Exchange

2.40%

2.40

 

Emerson Electric Co.

EMR

Common Stock

New York Stock Exchange

2.99%

2.99

 

General Dynamics Corporation

GD

Common Stock

New York Stock Exchange

1.43%

1.43

 

General Mills, Inc.

GIS

Common Stock

New York Stock Exchange

2.62%

2.62

 

Hasbro, Inc.

HAS

Common Stock

The Nasdaq Global Select Market

2.50%

2.50

 

Honeywell International Inc.

HON

Common Stock

New York Stock Exchange

1.87%

1.87

 

Illinois Tool Works Inc.

ITW

Common Stock

New York Stock Exchange

1.77%

1.77

 

International Business Machines Corporation

IBM

Capital Stock

New York Stock Exchange

2.49%

2.49

 

Johnson & Johnson

JNJ

Common Stock

New York Stock Exchange

2.58%

2.58

 

Kellogg Company

K

Common Stock

New York Stock Exchange

2.48%

2.48

 

Kimberly-Clark Corporation

KMB

Common Stock

New York Stock Exchange

2.53%

2.53

 

Maxim Integrated Products, Inc.

MXIM

Common Stock

The Nasdaq Global Select Market

2.98%

2.98

 

Medtronic Public Limited Company

MDT

Ordinary Share

New York Stock Exchange

3.00%

3.00

 

Merck & Co., Inc.

MRK

Common Stock

New York Stock Exchange

2.45%

2.45

 

PepsiCo, Inc.

PEP

Common Stock

The Nasdaq Stock Market LLC

2.71%

2.71

 

PPG Industries, Inc.

PPG

Common Stock

New York Stock Exchange

4.15%

4.15

 

Quest Diagnostics Incorporated

DGX

Common Stock

New York Stock Exchange

3.78%

3.78

 

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 prospectus supplement and related documents for a more detailed description of the basket, the terms of the notes and certain risks.


 

Republic Services, Inc.

RSG

Common Stock

New York Stock Exchange

2.45%

2.45

 

Rockwell Automation, Inc.

ROK

Common Stock

New York Stock Exchange

2.03%

2.03

 

Stanley Black & Decker, Inc.

SWK

Common Stock

New York Stock Exchange

2.39%

2.39

 

Target Corporation

TGT

Common Stock

New York Stock Exchange

4.28%

4.28

 

The Clorox Company

CLX

Common Stock

New York Stock Exchange

2.65%

2.65

 

The Coca Cola Company

KO

Common Stock

New York Stock Exchange

2.81%

2.81

 

United Parcel Service, Inc.

UPS

Class B Common Stock

New York Stock Exchange

2.16%

2.16

 

Walmart Inc.

WMT

Common Stock

New York Stock Exchange

2.97%

2.97

 

Waste Management, Inc.

WM

Common Stock

New York Stock Exchange

1.62%

1.62

 

W.W. Grainger, Inc.

GWW

Common Stock

New York Stock Exchange

3.09%

3.09

 

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 prospectus supplement and related documents for a more detailed description of the basket, the terms of the notes and certain risks.


 

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 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 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 and preliminary prospectus 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:

Preliminary prospectus supplement dated November 24, 2020

Prospectus supplement dated July 1, 2020

Prospectus dated July 1, 2020

RISK FACTORS

An investment in the notes 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 Notes” 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:

 

   The Estimated Value of Your Notes At the Time the Terms of Your Notes Are Set On the Trade Date (as Determined By Reference to Pricing Models Used By GS&Co.) Is Less Than the Original Issue Price Of Your Notes

   The Notes Are Subject to the Credit Risk of the Issuer and the Guarantor

   The Amount Payable on Your Notes Is Not Linked to the Level of the Basket at Any Time Other Than the Determination Date

   You May Lose Your Entire Investment in the Notes

   Your Notes Do Not Bear Interest

   The Potential for the Value of Your Notes to Increase Will Be Limited

   We May Sell an Additional Aggregate Face Amount of the Notes at a Different Issue Price

   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

   As of the Date of this Prospectus Supplement, There is No History for the Closing Levels of the Basket

   Past Basket Stock Performance is No Guide to Future Performance

   Hypothetical Past Basket Performance is No Guide to Future Performance

   The Return on Your Notes Will Not Reflect Any Dividends Paid on the Basket Stocks

   The Market Value of Your Notes May Be Influenced By Many Unpredictable Factors

 

   In Some Circumstances, the Payment You Receive On the Notes May Be Based On the Securities of Another Company and Not the Issuer of a Basket Stock

   The Lower Performance of One or More Basket Stocks May Offset an Increase in the Other Basket Stocks

   Your Notes are Linked to the Basket Stocks and Therefore the Price Movements of Those Stocks

   If the Level of the Basket Changes, the Market Value of Your Notes May Not Change in the Same Manner

   There is No Affiliation Between the Basket Stock Issuers and Us and We Are Not Responsible for Any Disclosure By Any of the Basket Stock Issuers

   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

   Goldman Sachs’ Trading and Investment Activities for its Own Account or for its Clients, Could Negatively Impact Investors in the Notes

   Goldman Sachs’ Market-Making Activities Could Negatively Impact Investors in the Notes

   You Should Expect That Goldman Sachs 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 Notes

   Goldman Sachs Regularly Provides Services to, or Otherwise Has Business Relationships with, a Broad Client Base, Which May Include the Basket Stock Issuers or Other Entities That Are Involved in the Transaction

 

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 prospectus supplement and related documents for a more detailed description of the basket, the terms of the notes and certain risks.


 

   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

   Other Investors in the Notes May Not Have the Same Interests as You

   As Calculation Agent, GS&Co. Will Have the Authority to Make Determinations that Could Affect the Value of Your Notes, When Your Notes Mature, and the Amount You Receive at Maturity

   Your Notes May Not Have an Active Trading Market

   You Have Limited Anti-Dilution Protection

   You Have No Shareholder Rights or Rights to Receive Any Basket Stock

 

   The Calculation Agent Can Postpone the Determination Date If a Market Disruption Event or Non-Trading Day With Respect to Any Basket Stock Occurs

   Certain Considerations for Insurance Companies and Employee Benefit Plans

   The Tax Consequences of an Investment in Your Notes Are Uncertain

   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

 

The following risk factors are discussed in greater detail in the accompanying prospectus supplement:

 

   The Return on Indexed Notes May Be Below the Return on Similar Securities

   The Issuer of a Security or Currency That Serves as an Index Could Take Actions That May Adversely Affect an Indexed Note

   An Indexed Note May Be Linked to a Volatile Index, Which May Adversely Affect Your Investment

 

   An Index to Which a Note Is Linked Could Be Changed or Become Unavailable

   We May Engage in Hedging Activities that Could Adversely Affect an Indexed Note

   Information About an Index or Indices May Not Be Indicative of Future Performance

   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

 

   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.

   The application of Group Inc.’s proposed resolution strategy could result in greater losses for Group Inc.’s security holders

 

 

 

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 prospectus supplement and related documents for a more detailed description of the basket, the terms of the notes and certain risks.

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