New Issue: GS Finance sells $450 million fixed-rate equity-linked notes on Palo Alto Networks

By Wendy Van Sickle

Columbus, Ohio, Sept. 25 – GS Finance Corp. priced $450 million of 4% fixed-rate equity-linked notes due Sept. 28, 2026 tied to the common stock of Palo Alto Networks, Inc., according to a 424B2 filing with the Securities and Exchange Commission.

The notes priced at 110.98% of par for $499.41 million of proceeds.

The notes are guaranteed by Goldman Sachs Group, Inc.

A make-whole event will occur if a make-whole triggering event occurs on any trading day during the life of the notes. A make-whole event would occur if any “person” or “group” becomes the beneficial owner, directly or indirectly, of shares of Palo Alto representing 50% or more of the total voting power of Palo Alto; Palo Alto issuer consummates (a) any recapitalization, reclassification or change of Palo Alto (other than changes resulting from a subdivision or combination) as a result of which Palo Alto would be converted into, or exchanged for, stock, other securities, other property or assets; (b) any share exchange, consolidation or merger of Palo Alto issuer pursuant to which Palo Alto will be converted into cash, securities or other property or assets; or (c) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of Palo Alto issuer and its subsidiaries, taken as a whole, to any person other than one of Palo Alto issuer’s wholly owned subsidiaries; the holders of Palo Alto issuer’s capital stock approve any plan or proposal for the liquidation or dissolution of Palo Alto issuer; or Palo Alto ceases to be listed or quoted on any of the New York Stock Exchange, the Nasdaq Global Select Market or the Nasdaq Global Market.

If a make-whole event has occurred, for each $1,000 face amount of their notes holders will receive an amount in cash on the make-whole payment date equal to the sum of (i) the make-whole intrinsic value plus (ii) the product of (a) the exchange rate times(b) the additional share percentage times (c) the quotient of the applicable make-whole price divided by the adjustment factor. Even if a make-whole event has occurred, the notes will remain outstanding until the stated maturity date.

At maturity, if a make-whole event has not occurred, investors will receive the arithmetic average of, for each valuation date, the greater of (i) the exchange value of the common stock of Palo Alto Networks, Inc. on such valuation date and par. If a make-whole event has occurred, investors will receive par.

The exchange value equals the product of the volume-weighted average price of one share times the exchange rate. The exchange rate is 3.1020, which is equal to (i) 1,000 divided by (ii) the product of (a) 1.365 times (b) the initial index stock price of $236.17.

Goldman Sachs & Co. is the underwriter.

Issuer:	GS Finance Corp.
Guarantor:	Goldman Sachs Group, Inc.
Issue:	Fixed-rate equity-linked notes
Underlying stock:	Palo Alto Networks, Inc.
Amount:	$450 million
Proceeds:	$499.41 million
Maturity:	Sept. 28, 2026
Coupon:	4%
Price:	110.98
Make-whole event:	Will occur if make-whole triggering event occurs on any trading day during life of notes; make-whole event would occur if any “person” or “group” becomes beneficial owner, directly or indirectly, of shares of Palo Alto representing 50% or more of total voting power of Palo Alto; Palo Alto issuer consummates (a) any recapitalization, reclassification or change of Palo Alto as result of which Palo Alto would be converted into, or exchanged for, stock, other securities, other property or assets; (b) any share exchange, consolidation or merger of Palo Alto issuer pursuant to which Palo Alto will be converted into cash, securities or other property or assets; or (c) any sale, lease or other transfer in one transaction or series of transactions of all or substantially all of consolidated assets of Palo Alto issuer and its subsidiaries, taken as whole, to any person other than one of Palo Alto issuer’s wholly owned subsidiaries; holders of Palo Alto issuer’s capital stock approve any plan or proposal for liquidation or dissolution of Palo Alto issuer; or Palo Alto ceases to be listed or quoted on any of New York Stock Exchange, Nasdaq Global Select Market or Nasdaq Global Market
Make-whole payment:	If make-whole event has occurred, for each $1,000 face amount of notes holders will receive amount in cash on make-whole payment date equal to sum of (i) make-whole intrinsic value plus (ii) product of (a) exchange rate times(b) additional share percentage times (c) quotient of applicable make-whole price divided by adjustment factor; even if make-whole event has occurred, notes will remain outstanding until maturity date
Payout at maturity:	If make-whole event has not occurred, arithmetic average of, for each valuation date, greater of (i) exchange value of common stock of Palo Alto on such valuation date and par; if make-whole event has occurred, par
Exchange value:	Product of volume-weighted average price of one share times exchange rate
Exchange rate:	3.102, which is equal to (i) 1,000 divided by (ii) the product of (a) 1.365 times (b) the initial index stock price of $236.17
Valuation dates:	Sept. 8, 2026, Sept. 9, 2026, Sept. 10, 2026, Sept. 11, 2026, Sept. 14, 2026, Sept. 15, 2026, Sept. 16, 2026, Sept. 17, 2026, Sept. 18, 2026 and Sept. 21, 2026
Initial stock price:	$236.17
Pricing date:	Sept. 19
Settlement date:	Sept. 27
Underwriter:	Goldman Sachs & Co.
Fees:	0%
Cusip:	362273BZ6

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.