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Published on 3/20/2006 in the Prospect News Convertibles Daily.

New Issue: Goldman Sachs prices $25 million 0% bear trigger notes mandatorily exchangeable for Qwest

By Angela McDaniels

Seattle, March 20 - The Goldman Sachs Group, Inc. priced a $25 million issue of 0% bear trigger mandatory exchangeable notes due March 21, 2007 exchangeable for Qwest Communications International Inc. common stock, according to a 424B3 filing with the Securities and Exchange Commission.

Payout at maturity is linked to the performance of Qwest common stock and is payable in cash or stock at Goldman Sachs' option.

If the stock declines by 31% or less, payout at maturity will be par plus 1.5 times the absolute decline. If the stock declines by more than 31%, payout will be par plus the absolute decline, capped at 46.5%.

If the stock does not rise above the trigger price at any time and finishes above the initial price, payout is par. If the stock rises above the trigger price at any time and finishes above the initial price, payout will be par minus the return on the stock.

Issuer:The Goldman Sachs Group, Inc.
Issue:Bear trigger mandatorily exchangeable medium-term notes, series B
Underlying stock:Qwest Communications International Inc.
Amount:$25,000,080
Maturity:March 21, 2007
Coupon:0%
Price:Par of $6.47
Payout at maturity:If Qwest stock falls by up to 31%, par plus 1.5x the absolute decline; if Qwest stock falls by more than 31%, par plus the absolute decline capped at 46.5%; if the stock does not hit $9.058, the trigger price, and finishes above the initial price, par; if the stock does hit $9.058 and finishes above the initial price, par minus the return on the stock
Floor price:$4.4643, 69% of initial price
Trigger price:$9.058, 140% of initial price
Pricing date:March 13
Settlement date:March 20
Calculation agent:Goldman, Sachs & Co.

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