Form FWP GS Finance Corp. Filed by: GS Finance Corp.
Free Writing Prospectus pursuant to Rule 433 dated December 9, 2020
Registration Statement No. 333-239610
Buffered MSCI Emerging Markets Index-Linked Notes due |
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OVERVIEW |
The notes do not bear interest. The amount that you will be paid on your notes on the stated maturity date (expected to be December 21, 2026) is based on the performance of the MSCI Emerging Markets Index as measured from the trade date (expected to be December 16, 2020) to and including the determination date (expected to be December 16, 2026).
If the final underlier level on the determination date is greater than the initial underlier level (set on the trade date and may be higher or lower than the actual closing level of the underlier on that date), the return on your notes will be positive and will equal the underlier return, subject to the maximum settlement amount (expected to be between $1,480 and $1,525 for each $1,000 face amount of your notes).
If the final underlier level is greater than the initial underlier level, you will not receive more than the maximum settlement amount, regardless of how much the final underlier level increases as compared to the initial underlier level.
If the final underlier level declines by up to 20% from the initial underlier level, you will receive the face amount of your notes. If the final underlier level declines by more than 20% from the initial underlier level, the return on your notes will be negative and will equal the underlier return plus 20%.
You could lose a significant portion of the face amount of your notes.
You should read the accompanying preliminary pricing supplement dated December 9, 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.
CUSIP/ISIN |
40057EU62 / US40057EU622 |
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Company (Issuer): |
GS Finance Corp. |
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Guarantor: |
The Goldman Sachs Group, Inc. |
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Underlier: |
the MSCI Emerging Markets Index (current Bloomberg symbol: “MXEF Index”) |
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Trade date: |
expected to be December 16, 2020 |
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Settlement date: |
expected to be December 21, 2020 |
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Determination date: |
expected to be December 16, 2026 |
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Stated maturity date: |
expected to be December 21, 2026 |
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Initial underlier level: |
to be determined on the trade date, and may be higher or lower than the actual closing level of the underlier on that date |
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Final underlier level: |
the closing level of the underlier on the determination date |
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Underlier return: |
the quotient of (i) the final underlier level minus the initial underlier level divided by (ii) the initial underlier level, expressed as a percentage |
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Cap level: |
expected to be between 148% and 152.5% of the initial underlier level |
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Maximum settlement amount: |
expected to be between $1,480 and $1,525 |
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Participation rate: |
100% |
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Payment amount at maturity (for each $1,000 face amount of your notes) |
●if the underlier return is positive (the final underlier level is greater than the initial underlier level), the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) the underlier return, subject to the maximum settlement amount; ●if the underlier return is zero or negative but not below -20% (the final underlier level is equal to the initial underlier level or is less than the initial underlier level, but not by more than 20%), $1,000; or ●if the underlier return is negative and is below -20% (the final underlier level is less than the initial underlier level by more than 20%), the sum of (i) $1,000 plus (ii) the product of (a) the sum of the underlier return plus 20% times (b) $1,000. |
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Estimated value range: |
$885 to $925 (which is less than the original issue price; see accompanying preliminary pricing 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 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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Hypothetical Payment Amount at Maturity* |
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Hypothetical Final Underlier Level |
Hypothetical Payment Amount at Maturity |
200.000% |
148.000% |
190.000% |
148.000% |
165.000% |
148.000% |
148.000 |
148.000% |
136.000% |
136.000% |
124.000% |
124.000% |
112.000% |
112.000% |
100.000% |
100.000% |
95.000% |
100.000% |
90.000% |
100.000% |
85.000% |
100.000% |
80.000% |
100.000% |
75.000% |
95.000% |
50.000% |
70.000% |
25.000% |
45.000% |
0.000% |
20.000% |
*assumes a cap level of 148% of the initial underlier 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 pricing supplement and related documents for a more detailed description of the underlier, 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, underlier supplement no. 14, 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. 14, 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. 14, 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. 14, 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 and, “Additional Risk Factors Specific to the Notes” in the accompanying underlier supplement no. 14, 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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The Amount Payable on Your Notes Is Not Linked to the Level 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 Notes |
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The Market Value of Your Notes May Be Influenced by Many Unpredictable Factors |
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Your Notes Do Not Bear Interest |
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The Potential for the Value of Your Notes to Increase Will Be Limited |
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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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Investment in the Offered Notes Is Subject to Risks Associated with Foreign Securities Markets |
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Your Investment in the Notes Will Be Subject to Foreign Currency Exchange Rate Risk |
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Regulators Are Investigating Potential Manipulation of Published Currency Exchange Rates |
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The Tax Consequences of an Investment in Your Notes Are Uncertain |
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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 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 Market Color or Encourage Trading Strategies That Might Negatively Impact Investors in the Notes |
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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 Stocks Comprising Such Underlier, Could Affect the Amount Payable on Your Notes and Their Market Value |
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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The Calculation Agent Can Postpone the Determination Date, Averaging Date, Call Observation Date or Coupon Observation Date If a Market Disruption Event or Non-Trading Day Occurs or Is Continuing |
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Except to the Extent That We or Our Affiliates May Currently or in the Future Own Securities of, or |
Engage in Business With, the Applicable Underlier Sponsor or the Underlier Stock Issuers, There Is No Affiliation Between the Underlier Stock Issuers or Any Underlier Sponsor and Us |
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Certain Considerations for Insurance Companies and Employee Benefit Plans |
The following risk factor is discussed in greater detail in the accompanying underlier supplement no. 14:
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Except to the Extent The Goldman Sachs Group, Inc. Is One of the Companies Whose Common Stock Comprises an Underlier, and Except to the Extent That We or Our Affiliates May Currently or in the Future Own Securities of, or Engage in Business With, the Applicable Underlier Sponsor or the Underlier Stock Issuers, There Is No Affiliation Between the Underlier Stock Issuers or Any Underlier Sponsor and Us |
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. |
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.