Form FWP GS Finance Corp. Filed by: GS Finance Corp.

January 7, 2021 6:02 AM

 

 

Amendment No. 1 dated January 6, 2020 to Free Writing Prospectus pursuant to Rule 433 dated December 29, 2020 / Registration Statement No. 333-239610

STRUCTURED INVESTMENTS

Opportunities in International Equities

GS Finance Corp.

 

PLUS Based on the Value of the EURO STOXX 50® Index due May 5, 2022

Principal at Risk Securities

 

 

The Performance Leveraged Upside SecuritiesSM (PLUS) do not bear interest and are unsecured notes issued by GS Finance Corp. and guaranteed by The Goldman Sachs Group, Inc.

You should read the accompanying preliminary pricing supplement dated December 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.

KEY TERMS

Issuer / Guarantor:

GS Finance Corp. / The Goldman Sachs Group, Inc.

Underlying index:

EURO STOXX 50® Index (Bloomberg symbol, “SX5E Index”)

Pricing date:

expected to price on or about January 15, 2021

Original issue date:

expected to be January 21, 2021

Valuation date:

expected to be April 29, 2022

Stated maturity date:

expected to be May 5, 2022

Payment at maturity (for each $10 stated principal amount of your PLUS):

If the final index value is greater than the initial index value, $10 + the leveraged upside payment, subject to the maximum payment at maturity

In no event will the payment at maturity exceed the maximum payment at maturity.

If the final index value is equal to or less than the initial index value, $10 × the index performance factor.

This amount will be equal to or less than the stated principal amount of $10 and could be zero.

Leveraged upside payment:

$10 × leverage factor × index percent increase

Leverage factor:

300%

Maximum payment at maturity (set on the pricing date):

at least $11.50 per PLUS (at least 115.00% of the stated principal amount)

Index percent increase:

(final index value - initial index value) / initial index value

Initial index value:

the index closing value on the pricing date

Final index value:

the index closing value on the valuation date

Index performance factor:

final index value / initial index value

CUSIP / ISIN:

36259U279 / US36259U2794

Estimated value range:

$9.00 to $9.30 (which is less than the original issue price; see the accompanying preliminary pricing supplement)

 

 

PLUS Payoff Diagram*

Hypothetical Final Index Value

(as Percentage of Initial Index Value)

Hypothetical Payment at Maturity

(as Percentage of Stated Principal Amount)

150.000%

115.000%

125.000%

115.000%

115.000%

115.000%

105.000%

115.000%

103.000%

109.000%

101.000%

103.000%

100.000%

100.000%

75.000%

75.000%

50.000%

50.000%

30.000%

30.000%

25.000%

25.000%

0.000%

0.000%

*assumes a maximum payment at maturity of $11.50 per PLUS

 

 

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 PLUS without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlying index (including historical index closing values), the terms of the PLUS and certain risks.


 

 

About Your PLUS

The amount that you will be paid on your PLUS on the stated maturity date is based on the performance of the EURO STOXX 50® Index as measured from the pricing date to and including the valuation date.  

If the final index value is greater than the initial index value (set on the pricing date), the return on your PLUS will be positive and equal to the product of the leverage factor of 300% multiplied by the index percent increase, subject to the maximum payment at maturity of at least $11.50 (set on the pricing date) per PLUS.

If the final index value is less than the initial index value, you will lose a portion of your investment.  

The PLUS are for investors willing to forgo interest payments and risk losing their entire investment for the potential to earn 300% of any positive return of the underlying index, subject to the maximum payment 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, underlier supplement no. 15, 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. 15, 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. 15, general terms supplement no. 8,671 and preliminary pricing supplement if you so request by calling (212) 357-4612.

The PLUS are notes that 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 pricing supplement dated December 29, 2020

General terms supplement no. 8,671 dated July 1, 2020

Underlier supplement no. 15 dated December 22, 2020

Prospectus supplement dated July 1, 2020

Prospectus dated July 1, 2020

 

 

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 PLUS without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlying index (including historical index closing values), the terms of the PLUS and certain risks.


 

 

RISK FACTORS

An investment in the PLUS 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. 15, 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 “Risk Factors” 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 Securities” in the accompanying underlier supplement no. 15, as well as the risks and considerations described in the accompanying prospectus supplement and accompanying prospectus. Your PLUS are a riskier investment than ordinary debt securities. Also, your PLUS are not equivalent to investing directly in the underlying index stocks, i.e., the stocks comprising the underlying index to which your PLUS are linked. You should carefully consider whether the offered PLUS are appropriate given your particular circumstances.

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

Your PLUS Do Not Bear Interest

You May Lose Your Entire Investment in the PLUS

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

The Return on Your PLUS Will Be Limited

The Return on Your PLUS Will Not Reflect Any Dividends Paid on the Underlying Index Stocks

The Estimated Value of Your PLUS At the Time the Terms of Your PLUS 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 PLUS

The Amount Payable on Your PLUS Is Not Linked to the Value of the Underlying Index at Any Time Other than the Valuation Date

The Market Value of Your PLUS May Be Influenced by Many Unpredictable Factors

Your PLUS May Not Have an Active Trading Market

If the Value of the Underlying Index Changes, the Market Value of Your PLUS May Not Change in the Same Manner

Anticipated Hedging Activities by Goldman Sachs or Our Distributors May Negatively Impact Investors in the PLUS and Cause Our Interests and Those of Our Clients and Counterparties to be Contrary to Those of Investors in the PLUS

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

The Policies of the Underlying Index Publisher and Changes That Affect the Underlying Index or the Underlying Index Stocks Comprising the Underlying Index Could Affect the Payment at Maturity and the Market Value of the PLUS

Investing in the PLUS is Not Equivalent to Investing in the Underlying Index; You Have No Shareholder Rights or Rights to Receive Any Underlying Index Stock

We May Sell an Additional Aggregate Stated Principal Amount of the PLUS at a Different Issue Price

If You Purchase Your PLUS at a Premium to Stated Principal Amount, the Return on Your Investment Will Be Lower Than the Return on PLUS Purchased at Stated Principal Amount and the Impact of Certain Key Terms of the PLUS Will be Negatively Affected

An Investment in the Offered PLUS Is Subject to Risks Associated with Foreign Securities

The Tax Consequences of an Investment in Your PLUS Are Uncertain

Foreign Account Tax Compliance Act (FATCA) Withholding May Apply to Payments on Your PLUS, Including as a Result of the Failure of the Bank or Broker Through Which You Hold the PLUS to Provide Information to Tax Authorities

 

The following risk factors are discussed in greater detail in the accompanying general terms supplement no. 8,671:

The Return on Your Notes Will Not Reflect Any Dividends Paid on Any Underlier, or Any Underlying Stock, as Applicable

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

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

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 PLUS without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlying index (including historical index closing values), the terms of the PLUS and certain risks.


 

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

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

Past Performance is No Guide to Future Performance

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

The Calculation Agent Can Postpone the Valuation Date, Averaging Date, Call Observation Date or Coupon Observation Date If a Market Disruption Event or Non-Underlying Business Day Occurs or Is Continuing

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

Certain Considerations for Insurance Companies and Employee Benefit Plans

 

The following risk factor is discussed in greater detail in the accompanying underlier supplement no. 15:

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

If Your Notes Are Linked to Underliers That Are Comprised of Underlier Stocks Which Are Traded in Foreign Currencies But Are Not Adjusted to Reflect Their U.S. Dollar Value, the Return on Your Notes Will Not Be Adjusted for Changes in the Foreign Currency Exchange Rate

 

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 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.

 

TAX CONSIDERATIONS

You should review carefully the discussion in the accompanying preliminary pricing supplement under the caption “Supplemental Discussion of U.S. Federal Income Tax Consequences” concerning the U.S. federal income tax consequences of an investment in the PLUS, and you should consult your tax advisor.

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 PLUS without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlying index (including historical index closing values), the terms of the PLUS and certain risks.

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