Common use of Introduction Clause in Contracts

Introduction. Description and securities identification number The present securities are Autocallable Securities linked to Adidas AG (the "Securities"). ISIN: DE000GP3MRM2 WKN: GP3MRM Common Code:181992123 The Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx Competent authority The Base Prospectus was approved on 13 March 2024 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), Xxxxx-Xxxxx-Xxx. 24-28, 60439 Frankfurt, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs Bank Europe SE ("GSBE") or an appropriately licensed affiliate of GSBE. GSFCI issues debt securities primarily to raise funding which is lent to affiliates. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors The directors of Goldman Sachs Finance Corp International Ltd. are Xxxxxx Xxxxxxxx, Xxxxxxxx Xxxxxxx, Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxx XxXxxxx, Xx Xxxxxxxx and Xxxxxxx Xxx Xxx Xxxx. Statutory Auditors The annual financial statements of GSFCI for the periods ended 31 December 2023 and 31 December 2022 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 0 Xxxx Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2023 for each of the two years in the period ended 31 December 2023 and 31 December 2022 and from the unaudited interim financial statements for the six months ended 30 June 2024. *As values are nil they are not included in the financial statements as of 31 December 2023 and in the financial statements as of 31 December 2022 and/or in the interim financial statements for the six months ended 30 June 2024. The Issuer is subject to the following key risks: Operating profit/(loss) 62 36 (10) 78 Total assets 46,356 34,720 49,308 Total shareholder’s equity 000 000 000 Cash flows from operating activities (outflow) 6 1 (210) 3 Cash flows from financing activities N/A N/A 200 0* Cash flows from investing activities 0* 0* 0* 0* • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The authorised share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 2023. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities The present Securities are Autocallable Securities linked to the Underlying. ISIN: DE000GP3MRM2 WKN: GP3MRM Common Code: 181992123 Underlying: Adidas AG (ISIN: DE000A1EWWW0) Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Clearstream Banking AG, Frankfurt am Main, Xxxxxxxxxxxxxxxxx 00, 00000 Xxxxxxxx, Xxxxxxx (the "Relevant Clearing System"). Currency, issue size, term of the Securities The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: 100,000 Securities The Securities have a fixed maturity. Rights attached to the Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guarantee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. Effect of underlying instrument(s) on value of investment There is a relationship between the economic value of the Securities and the economic value of the Underlying. The value of the Security will typically fall if the price of the Underlying falls. The Securities have the characteristic such that the level of the Settlement Amount and the time for redemption of the Securities depend on whether the Underlying Price has reached or exceeded the Settlement Level on a certain Valuation Date ("Early Settlement Event"). If this is the case, the term of the Securities ends early and the Securities are redeemed early, whereby the Settlement Amount equals the Calculation Amount multiplied by the Settlement Factor applicable to

Appears in 1 contract

Samples: assets.ctfassets.net

Introduction. Description and securities identification number number‌ The present securities are Autocallable Securities linked to Adidas AG Xxxxxx.xxx, Inc. (the "Securities"). ISIN: DE000GP3MRM2 WKNXX00XXXX0000 XXX: GP3MRM GP2K7T Common Code:181992123 Code: 181495103 The Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx Competent authority The Base Prospectus was approved on 13 17 March 2024 2023 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), Xxxxx-Xxxxx-Xxx. 2400-2800, 60439 Frankfurt00000 Xxxxxxxxx, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs Bank Europe SE International ("GSBEGSI") or an appropriately licensed affiliate of GSBEGSI. GSFCI issues debt securities primarily to raise funding which is lent to affiliatesother members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors The directors of Goldman Sachs Finance Corp International Ltd. Ltd are Xxxxxx Xxxxxxxx, Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxx XxXxxxx, Xx Xxxxxxxx and Xxxxxxx Xxx Xxx XxxxXxxxxx Xxxxxxxx. Statutory Auditors Auditors‌ The annual financial statements of GSFCI for the periods ended 31 December 2023 2022 and 31 December 2022 2021 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 0 Xxxx 7 More Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2023 2022 for each of the two years in the period ended 31 December 2023 2022 and 31 December 2022 2021 and from the unaudited interim financial statements for the six months ended 30 June 20242023. *As values are nil they are not included Summary information – income statement (in the financial statements as of millions USD)‌‌‌‌ Year ended 31 December 2022 (audited) Year ended 31 December 2021 (audited) Six months ended 30 June 2023 and (unaudited) Six months ended 30 June 2022 (unaudited) Selected income statement data Operating profit/(loss)‌‌‌ 36 78 78 (23) Summary information – balance sheet (in the financial statements as millions USD)‌‌‌ As of 31 December 2022 and/or (audited) As of 31 December 2021 (audited) As of 30 June 2023 (unaudited) Total assets‌‌‌ 34,720 16,605 39,858 Total shareholder’s equity‌‌‌ 709 184 514 Summary information – cash flow (in the interim financial statements for the six millions USD)‌‌‌‌ Year ended 31 December 2022 (audited) Year ended 31 December 2021 (audited) Six months ended 30 June 2024. 2023 (unaudited) Six months ended 30 June 2022 (unaudited) Cash flows from operating activities (outflow)‌‌‌‌ 1 4 3 24 Cash flows from financing activities‌‌ N/A N/A 0* 0* Cash flows from investing activities‌ 0* 0* 0* 0* The Issuer is subject to the following key risks: Operating profit/(loss) 62 36 (10) 78 Total assets 46,356 34,720 49,308 Total shareholder’s equity 000 000 000 Cash flows from operating activities (outflow) 6 1 (210) 3 Cash flows from financing activities N/A N/A 200 0* Cash flows from investing activities 0* 0* 0* 0* risks:‌ • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The authorised issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20232022. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities The present Securities are Autocallable Securities linked to the Underlying. ISIN: DE000GP3MRM2 JE00BGBB6722 WKN: GP3MRM GP2K7T Common Code: 181992123 181495103 Underlying: Adidas AG Xxxxxx.xxx, Inc. (ISIN: DE000A1EWWW0US0231351067) Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi Xxxxxx XX, B-1210 Brussels, and/or Clearstream Banking AGBanking, Frankfurt am Mainsociété anonyme, Xxxxxxxxxxxxxxxxx 0000 Xxxxxx XX Xxxxxxx, 00000 Xxxxxxxx, Xxxxxxx X-0000 Xxxxxxxxxx (the xxx "Relevant Clearing System"). Currency, issue size, term of the Securities Securities‌ The Settlement Currency of the Securities is Euro US-Dollar ("EURUSD"). Issue Size: 100,000 10,000 Securities The Securities have a fixed maturity. Rights attached to the Securities Securities‌ The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guarantee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. Effect of underlying instrument(s) on value of investment There is a relationship between the economic value of the Securities and the economic value of the Underlying. The value of the Security will typically fall if the price of the Underlying falls. The Securities have the characteristic such that the level of the Settlement Amount and the time for redemption of the Securities depend on whether the Underlying Price has reached or exceeded the Settlement Level on a certain Valuation Date ("Early Settlement Event"). If this is the case, the term of the Securities ends early and the Securities are redeemed early, whereby the Settlement Amount equals the Calculation Amount multiplied by the Settlement Factor applicable to.

Appears in 1 contract

Samples: assets.ctfassets.net

Introduction. Description and securities identification number The present securities are Autocallable Securities linked to Adidas AG the S&P 500® Index (the "Securities"). ISIN: DE000GP3MRM2 JE00BLS2TL88 WKN: GP3MRM GP2K84 Common Code:181992123 Code: 181492058 The Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx Competent authority The Base Prospectus was approved on 13 17 March 2024 2023 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), XxxxxMa- rie-XxxxxCurie-XxxStr. 24-28, 60439 Frankfurt, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs Bank Europe SE International ("GSBEGSI") or an appropriately licensed affiliate of GSBEGSI. GSFCI issues debt securities primarily to raise funding which is lent to affiliatesother members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors The directors of Goldman Sachs Finance Corp International Ltd. Ltd are Xxxxxx Xxxxxxxx, Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxx XxXxxxx, Xx Xxxxxxxx and Xxxxxxx Xxx Xxx XxxxXxxxxx Xxxxxxxx. Statutory Auditors The annual financial statements of GSFCI for the periods ended 31 December 2023 2022 and 31 December 2022 2021 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 0 Xxxx 7 More Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2023 2022 for each of the two years in the period ended 31 December 2023 2022 and 31 December 2022 2021 and from the unaudited interim financial statements for the six months ended 30 June 20242023. ** As values are nil they are not included in the financial statements as of 31 December 2023 and in the financial statements as of 31 December 2022 and/or in the interim financial statements for the six months ended 30 June 20242023. The Issuer is subject to the following key risks: Operating profit/(loss) 62 36 78 78 (1023) 78 (in millions USD) As of 31 December 2022 (audited) As of 31 December 2021 (audited) As of 30 June 202(unaudited) Total assets 46,356 34,720 49,308 16,605 39,858 Total shareholder’s VKDUHK equity 000 000 000 709 184 514 Cash flows from operating operat- ing activities (outflow) 6 1 (210) 4 3 24 Cash flows from financing financ- ing activities N/A N/A 200 0* 0* Cash flows from investing invest- ing activities 0* 0* 0* 0* x Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The authorised issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20232022. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. x Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. x Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive cred position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to imp access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities The present Securities are Autocallable Securities linked to the Underlying. ISIN: DE000GP3MRM2 JE00BLS2TL88 WKN: GP3MRM GP2K84 Common Code: 181992123 181492058 Underlying: Adidas AG S&P 500® Index (ISINReuters Code: DE000A1EWWW0.SPX) Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi Xxxxxx XX, B-1210 Brussels, and/or Clearstream Banking AGBanking, Frankfurt am Mainsociété anonyme, Xxxxxxxxxxxxxxxxx 0000 Xxxxxx XX Xxxxxxx, 00000 Xxxxxxxx, Xxxxxxx X-0000 Xxxxxxxxxx (the xxx "Relevant Clearing System"). Currency, issue issues size, term of the Securities The Settlement Currency of the Securities is Euro US-Dollar ("EURUSD"). Issue Size: 100,000 50,000 Securities The Securities have a fixed maturity. Rights attached to the Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guarantee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. Effect of underlying instrument(s) on value of investment There is a relationship between the economic value of the Securities and the economic value of the Underlying. The value of the Security will typically fall if the price of the Underlying falls. The Securities have the characteristic such that the level of the Settlement Amount and the time for redemption of the Securities depend on whether the Underlying Price has reached or exceeded the Settlement Level on a certain Valuation Date ("Early Settlement Event"). If this is the case, the term of the Securities ends early and the Securities are redeemed early, whereby the Settlement Amount equals the Calculation Amount multiplied by the Settlement Factor applicable toredeemed

Appears in 1 contract

Samples: assets.ctfassets.net

Introduction. Description and securities identification number The present securities are Autocallable Securities linked to Adidas AG the S&P 500® Index (the "Securities"). ISIN: DE000GP3MRM2 JE00BGBBJQ21 WKN: GP3MRM GP0TL5 Common Code:181992123 Code: 181494603 The Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx Competent authority The Base Prospectus was approved on 13 17 March 2024 2023 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), XxxxxMa- rie-XxxxxCurie-XxxStr. 24-28, 60439 Frankfurt, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs Bank Europe SE International ("GSBEGSI") or an appropriately licensed affiliate of GSBEGSI. GSFCI issues debt securities primarily to raise funding which is lent to affiliatesother members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors The directors of Goldman Sachs Finance Corp International Ltd. Ltd are Xxxxxx Xxxxxxxx, Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxx XxXxxxx, Xx Xxxxxxxx and Xxxxxxx Xxx Xxx XxxxXxxxxx Xxxxxxxx. Statutory Auditors The annual financial statements of GSFCI for the periods ended 31 December 2023 2022 and 31 December 2022 2021 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 0 Xxxx 7 More Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2023 2022 for each of the two years in the period ended 31 December 2023 2022 and 31 December 2022 2021 and from the unaudited interim financial statements for the six months ended 30 June 20242023. ** As values are nil they are not included in the financial statements as of 31 December 2023 and in the financial statements as of 31 December 2022 and/or in the interim financial statements for the six months ended 30 June 20242023. The Issuer is subject to the following key risks: Operating profit/(loss) 62 36 (10) 78 Total assets 46,356 34,720 49,308 Total shareholder’s equity 000 000 000 Cash flows from operating activities (outflow) 6 1 (210) 3 Cash flows from financing activities N/A N/A 200 0* Cash flows from investing activities 0* 0* 0* 0* • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business Operating profit/(loss) 36 78 78 (23) Total assets 34,720 16,605 39,858 Total shareholder’s equity 709 184 514 Cash flows from operating activities (outflow) 1 4 3 24 Cash flows from financing activities N/A N/A 0* 0* Cash flows from investing activities 0* 0* 0* 0* activities. The authorised issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20232022. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities The present Securities are Autocallable Securities linked to the Underlying. ISIN: DE000GP3MRM2 JE00BGBBJQ21 WKN: GP3MRM GP0TL5 Common Code: 181992123 181494603 Underlying: Adidas AG S&P 500® Index (ISINReuters Code: DE000A1EWWW0.SPX) Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi Xxxxxx XX, B-1210 Brussels, and/or Clearstream Banking AGBanking, Frankfurt am Mainsociété anonyme, Xxxxxxxxxxxxxxxxx 0000 Xxxxxx XX Xxxxxxx, 00000 Xxxxxxxx, Xxxxxxx X-0000 Xxxxxxxxxx (the xxx "Relevant Clearing System"). Currency, issue issues size, term of the Securities The Settlement Currency of the Securities is Euro US-Dollar ("EURUSD"). Issue Size: 100,000 50,000 Securities The Securities have a fixed maturity. Rights attached to the Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guarantee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. Effect of underlying instrument(s) on value of investment There is a relationship between the economic value of the Securities and the economic value of the Underlying. The value of the Security will typically fall if the price of the Underlying falls. The Securities have the characteristic such that the level of the Settlement Amount and the time for redemption of the Securities depend on whether the Underlying Price has reached or exceeded the Settlement Level on a certain Valuation Date ("Early Settlement Event"). If this is the case, the term of the Securities ends early and the Securities are redeemed early, whereby the Settlement Amount equals the Calculation Amount multiplied by the Settlement Factor applicable to

Appears in 1 contract

Samples: assets.ctfassets.net

Introduction. Description and securities identification number The present securities are Autocallable Fixed Rate Securities linked to Adidas AG (the "Securities"). ISIN: DE000GP3MRM2 XS2769388435 WKN: GP3MRM GP2LNR Common Code:181992123 Code: 276938843 The Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx Xxxxxxx. Competent authority The Base Prospectus was approved on 13 March 19 February 2024 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), Xxxxx-Xxxxx-Xxx. 24-28, 60439 Frankfurt, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs Bank Europe SE International ("GSBEGSI") or an appropriately licensed affiliate of GSBEGSI. GSFCI issues debt securities primarily to raise funding which is lent to affiliatesother members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors The directors of Goldman Sachs Finance Corp International Ltd. are Xxxxxx Xxxxxxxx, Xxxxxxxx Xxxxxxx, Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxx XxXxxxx, Xx Xxxxxxxx and Xxxxxxx Xxx Xxx Xxxx. Statutory Auditors The annual financial statements of GSFCI for the periods ended 31 December 2023 2022 and 31 December 2022 2021 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 0 Xxxx Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2023 2022 for each of the two years in the period ended 31 December 2023 2022 and 31 December 2022 2021 and from the unaudited interim financial statements for the six months ended 30 June 20242023. ** As values are nil they are not included in the financial statements as of 31 December 2023 and in the financial statements as of 31 December 2022 and/or in the interim financial statements for the six months ended 30 June 20242023. The Issuer is subject to the following key risks: Operating profit/(loss) 62 36 78 78 (1023) 78 Total assets 46,356 34,720 49,308 16,605 39,858 Total shareholder’s equity 000 000 000 709 184 514 Cash flows from operating activities (outflow) 6 1 (210) 4 3 24 Cash flows from financing activities N/A N/A 200 0* 0* Cash flows from investing activities 0* 0* 0* 0* x Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The authorised issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20232022. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. x Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. x Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities The present Securities are Autocallable Securities linked to the UnderlyingFixed Rate Securities. ISIN: DE000GP3MRM2 XS2769388435 WKN: GP3MRM GP2LNR Common Code: 181992123 Underlying: Adidas AG (ISIN: DE000A1EWWW0) 276938843 Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 0 Xxxxxxxxx xx Xxx Xxxxxx XX, B-1210 Brussels, and/or Clearstream Banking AGBanking, Frankfurt am Mainsociété anonyme, Xxxxxxxxxxxxxxxxx 0000 Xxxxxx XX Xxxxxxx, 00000 Xxxxxxxx, Xxxxxxx X-0000 Xxxxxxxxxx (the "Relevant Clearing System"). Currency, issue size, term of the Securities The Settlement Currency of the Securities is Euro US-Dollar ("EURUSD"). Issue Size: 100,000 Securities USD 100,000,000 The Securities have a fixed maturity. Rights attached to the Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guarantee Guaran- tee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. Effect of underlying instrument(s) on value of investment There In the case of Fixed Rate Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal, subject to a termination of the Securities. Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and the coupon, i.e. the Fixed Coupon Rate. Settlement Date: 29 May 2026 Fixed Coupon Rate: The Fixed Coupon Rate is 4.65 per cent. p.a. Nominal: USD 1,000.00 Coupon Amount: Nominal multiplied by the Fixed Coupon Rate considering the Coupon Day Count Fraction (30/360) Coupon Payment Date(s): Coupon Payment Date (1): 29 May 2025 Coupon Payment Date (2): 29 May 2026 Relative seniority of the Securities The Securities of each Series constitute direct, unsecured, and unsubordinated obligations of the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability of the Securities Subject to potential selling restrictions, the Securities will be freely transferable. Application for admission to trading on a relationship regulated market or for trading on an MTF Frankfurt Stock Exchange Nature and scope of the guarantee The obligations of Goldman Sachs Finance Corp International Ltd to pay of the Settlement Amount and any other amounts payable pursuant to the terms and conditions of the Securities are unconditionally and irrevocably guaranteed by the guarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Brief description of the Guarantor The Goldman Sachs Group, Inc. Legal Entity Identifier (LEI): 784F5XWPLTWKTBV3E584 The Goldman Sachs Group, Inc. is organised in the State of Delaware in the United States as a corporation pursuant to the Delaware General Corporation Law, having unlimited duration and registration number 2923466. The business address of the directors of The Goldman Sachs Group, Inc. is 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx. Relevant key financial information of the Guarantor The following table shows selected key historical financial information prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) in relation to the Guarantor which is derived from the audited con- solidated financial statements as of 31 December 2023 for each of the two years in the period ended 31 December 2023 and 31 December 2022: Summary information – income statement (in millions USD, except per share Year ended 31 December 2023 Year ended 31 December 2022 amounts) (audited) (audited) Selected income statement data Net interest income 6,351 7,678 Commissions and fees 3,789 4,034 Provision for credit losses 1,028 2,715 Total net revenues 46,254 47,365 Pre-tax earnings 10,739 13,486 Net earnings applicable to common 7,907 10,764 shareholders Earnings per common share (basic) 23.05 30.42 Summary information – balance sheet (in millions USD) As of 31 December 2023 As of 31 December 2022 (audited) (audited) Total assets 1,641,594 1,441,799 Unsecured borrowings excluding 304,871 295,163 subordinated borrowings Subordinated borrowings 12,951 12,936 Customer and other receivables 132,495 135,448 Customer and other payables 230,728 262,045 Total liabilities and shareholders’ equity 1,641,594 1,441,799 (in percent) Common Equity Tier 1 (CET1) capital ratio 14.4 15.0 (Standardized) Total capital ratio (Standardized) 18.1 19.1 Tier 1 leverage ratio 7.0 7.3 Most material risk factors pertaining to the Guarantor The Guarantor is subject to the following key risks: x Security Holders are exposed to the creditworthiness of GSG as guarantor of the Securities. GSG faces a variety of risks that are substantial and inherent in its businesses, including the following risks: Market risks, liquidity risks, credit risks, market developments and general business environment risks, operational risks, legal and regulatory risks and competition risks. If one of these risks materializes this may negatively affect GSG's earnings and/or finan- cial condition and, therefore, its ability to fulfil payment obligations as Guarantor under the Securities. In the event that neither GSFCI nor GSG are able to fulfil their obligations under the Securities the security holder may suffer a loss or even a total loss. The specific risk factors related to the Securities are described below: x In the case of Fixed Rate Securities, the Settlement Amount at the end of the term equals the Nominal. The risk of loss to the Security Holder is accordingly limited to the difference between the economic value capital invested to purchase the Se- curities (including transaction costs incurred) and the Nominal plus coupon payments. However, the Security Holder remains exposed to the risks of the Issuer and the Guarantor, so the Security Holder may lose all the capital invested to purchase the Securities (including transaction costs incurred) on an insolvency of the Issuer and the Guarantor. For this reason among others, Fixed Rate Securities may be traded during their term at a price below the Nominal. Security Holders may therefore not rely on being able to sell their purchased Securities at any time during the term at a price equal to or above the Nominal. x The Securities provide during their term for a fixed coupon which is specified at the time of issuance. The Security Holder does not participate in an increase in market interest rates. In the case of increasing market interest rates, there is the risk with Securities with a fixed coupon that the price of the Securities may decrease during the term. x The Conditions of the Securities may provide for extraordinary termination by the Issuer in certain cases so that the Security Holder bears a risk of loss as the termination amount may be below the market price of the Securities. The Security Holder also bears the reinvestment risk in relation to the termination amount. x Security Holders bear an exchange rate risk if the account of the Security Holder is held in a currency different from the Settlement Currency of the Security. x Security Holders bear the risk that the Securities cannot be sold at a specific time or at a specific price during their term. x Security Holders bear the risk of loss due to the tax treatment of the Securities. In addition, the tax assessment of the Securities may change. This may have a significant adverse effect on the price and redemption of the Securities and the economic value payment under the Securities. General terms, conditions and expected timetable of the Underlyingoffer Start of offer in Germany: 6 May 2024 Issue Price for subscriptions during the subscription period: 100.00 per cent. Issue Date: 31 May 2024 The Securities are offered for subscription during the subscription period, i.e. from the start of offer in the respective offer state to including 27 May 2024. The value Issuer reserves the right to end the subscription period early. The Issuer is not obliged to accept subscription applications. Partial allocations are possible (in particular in the event of oversubscription). The Issuer is not obliged to issue subscribed Securities. Estimate of the Security will typically fall if total expenses charged to the price investor The product-specific entry costs included in the Issue Price are 1.80 per cent. These costs are calculated based on the Issue Price above; for any costs at the time of the Underlying falls. The Securities have the characteristic such that the level of the Settlement Amount and the time for redemption purchase of the Securities depend on whether the Underlying Price has reached or exceeded the Settlement Level on a certain Valuation Date cost disclosure under Directive 2014/65/EU and Commission Delegated Regulation ("Early Settlement Event")EU) 2017/565 (MiFID II Cost Disclosure) is relevant. If this is the case, The calculation of costs may change over the term of the Securities ends early Securities. The MiFID II Cost Disclosure includes also non-product specific costs which may be charged by a third party to the investor which have to be separately disclosed by the third party. Offeror See the item entitled "The Offeror(s)" above. Use and estimated net amount of the proceeds The proceeds from the Securities are redeemed early, whereby used to hedge the Settlement Amount equals payment obligations arising from the Calculation Amount multiplied by issuance of the Settlement Factor applicable toSecurities pursuant with agreement with Goldman Sachs International and for purposes of the Issuer's ordinary business activities (in any case the Issuer is free in the use of the proceeds of an issue of Securities). Date of underwriting agreement 6 May 2024

Appears in 1 contract

Samples: assets.ctfassets.net

Introduction. Description and securities identification number The present securities are Autocallable Step Up & Step Down Securities linked to Adidas AG (the "Securities"). ISIN: DE000GP3MRM2 XS2080902757 WKN: GP3MRM GK9FUX Valor: 41819602 Common Code:181992123 Code: 208090275 The Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx Xxxxxxx. Competent authority The Base Prospectus was approved on 13 March 2024 7 April 2022 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), XxxxxMarie- Curie-Xxxxx-XxxStr. 24-28, 60439 Frankfurt, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs Bank Europe SE International ("GSBEGSI") or an appropriately licensed affiliate of GSBEGSI. GSFCI issues debt securities primarily to raise funding which is lent to affiliatesother members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors The directors of Goldman Sachs Finance Corp International Ltd. are Xxxxxx Xxxxxxxx, Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxx XxXxxxx, Xx Xxxxxxxx and Xxxxxxx Xxx Xxx XxxxXxxxxx Xxxxxxxx. Statutory Auditors The annual financial statements of GSFCI for the periods ended 31 December 2023 2021 and 31 December 2022 2020 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 0 Xxxx 7 More Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2023 2021 for each of the two years in the period ended 31 December 2023 2021 and 31 December 2022 and from the unaudited interim financial statements for the six months 2020. Summary information – income statement Year ended 30 June 2024. *31 December 2021 (audited) Year ended 31 December 2020 (audited) (in millions USD) (in millions USD) Selected income statement data Operating profit 78 38 Summary information – balance sheet As values are nil they are not included in the financial statements as of 31 December 2023 and in the financial statements as 2021 (audited) As of 31 December 2022 and/or 2020 (audited) (in the interim financial statements for the six months millions USD) (in millions USD) Total assets 16,605 15,518 Total shareholder’s equity 184 48 Summary information – cash flow Year ended 30 June 2024. 31 December 2021 (audited) Year ended 31 December 2020 (audited) (in millions USD) (in millions USD) Cash flows from operating ac- tivities (outflow) 4 (131) Cash flows from financing ac- tivities N/A 125 Cash flows from investing ac- tivities 0* 0* The Issuer is subject to the following key risks: Operating profit/(loss) 62 36 (10) 78 Total assets 46,356 34,720 49,308 Total shareholder’s equity 000 000 000 Cash flows from operating activities (outflow) 6 1 (210) 3 Cash flows from financing activities N/A N/A 200 0* Cash flows from investing activities 0* 0* 0* 0* • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The authorised issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20232019. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities The present Securities are Autocallable Securities linked to the UnderlyingStep Up & Step Down Securities. ISIN: DE000GP3MRM2 XS2080902757 WKN: GP3MRM GK9FUX Valor: 41819602 Common Code: 181992123 Underlying: Adidas AG (ISIN: DE000A1EWWW0) 208090275 Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi Xxxxxx XX, B-1210 Brussels, and/or Clearstream Banking AGBanking, Frankfurt am Mainsociété anonyme, Xxxxxxxxxxxxxxxxx 0000 Xxxxxx XX Xxxxxxx, 00000 Xxxxxxxx, Xxxxxxx X-0000 Xxxxxxxxxx (the xxx "Relevant Clearing System"). Currency, issue issues size, term of the Securities The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: 100,000 Securities EUR 100,000,000 The Securities have a fixed maturity. Rights attached to the Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guarantee Guaran- tee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. Effect of underlying instrument(s) on value of investment There is a relationship between the economic value of the Securities and the economic value of the Underlying. The value of the Security will typically fall if the price of the Underlying falls. The Securities have the characteristic such that the level of the Settlement Amount and the time for redemption of the Securities depend on whether the Underlying Price has reached or exceeded the Settlement Level on a certain Valuation Date ("Early Settlement Event"). If this is the case, the term of the Securities ends early and the Securities are redeemed early, whereby the Settlement Amount equals the Calculation Amount multiplied by the Settlement Factor applicable to.

Appears in 1 contract

Samples: assets.ctfassets.net

Introduction. Description and securities identification number The present securities are Autocallable Securities linked to Adidas AG the S&P 500® Index (the "Securities"). ISIN: DE000GP3MRM2 JE00BLS2TL88 WKN: GP3MRM GP2K84 Common Code:181992123 Code: 181492058 The Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx Competent authority The Base Prospectus was approved on 13 17 March 2024 2023 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), XxxxxMa- rie-XxxxxCurie-XxxStr. 24-28, 60439 Frankfurt, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs Bank Europe SE International ("GSBEGSI") or an appropriately licensed affiliate of GSBEGSI. GSFCI issues debt securities primarily to raise funding which is lent to affiliatesother members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors The directors of Goldman Sachs Finance Corp International Ltd. Ltd are Xxxxxx Xxxxxxxx, Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxx XxXxxxx, Xx Xxxxxxxx and Xxxxxxx Xxx Xxx XxxxXxxxxx Xxxxxxxx. Statutory Auditors The annual financial statements of GSFCI for the periods ended 31 December 2023 2022 and 31 December 2022 2021 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 0 Xxxx 7 More Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2023 2022 for each of the two years in the period ended 31 December 2023 2022 and 31 December 2022 2021 and from the unaudited interim financial statements for the six months ended 30 June 20242023. ** As values are nil they are not included in the financial statements as of 31 December 2023 and in the financial statements as of 31 December 2022 and/or in the interim financial statements for the six months ended 30 June 20242023. The Issuer is subject to the following key risks: Operating profit/(loss) 62 36 78 78 (1023) 78 (in millions USD) As of 31 December 2022 (audited) As of 31 December 2021 (audited) As of 30 June 202(unaudited) Total assets 46,356 34,720 49,308 16,605 39,858 Total shareholder’s shareh equity 000 000 000 709 184 514 Cash flows from operating operat- ing activities (outflow) 6 1 (210) 4 3 24 Cash flows from financing financ- ing activities N/A N/A 200 0* 0* Cash flows from investing invest- ing activities 0* 0* 0* 0* x Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The authorised issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20232022. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. x Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. x Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities The present Securities are Autocallable Securities linked to the Underlying. ISIN: DE000GP3MRM2 JE00BLS2TL88 WKN: GP3MRM GP2K84 Common Code: 181992123 181492058 Underlying: Adidas AG S&P 500® Index (ISINReuters Code: DE000A1EWWW0.SPX) Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi Xxxxxx XX, B-1210 Brussels, and/or Clearstream Banking AGBanking, Frankfurt am Mainsociété anonyme, Xxxxxxxxxxxxxxxxx 0000 Xxxxxx XX Xxxxxxx, 00000 Xxxxxxxx, Xxxxxxx X-0000 Xxxxxxxxxx (the xxx "Relevant Clearing System"). Currency, issue issues size, term of the Securities The Settlement Currency of the Securities is Euro US-Dollar ("EURUSD"). Issue Size: 100,000 50,000 Securities The Securities have a fixed maturity. Rights attached to the Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guarantee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. Effect of underlying instrument(s) on value of investment There is a relationship between the economic value of the Securities and the economic value of the Underlying. The value of the Security will typically fall if the price of the Underlying falls. The Securities have the characteristic such that the level of the Settlement Amount and the time for redemption of the Securities depend on whether the Underlying Price has reached or exceeded the Settlement Level on a certain Valuation Date ("Early Settlement Event"). If this is the case, the term of the Securities ends early and the Securities are redeemed early, whereby the Settlement Amount equals the Calculation Amount multiplied by the Settlement Factor applicable toredeemed

Appears in 1 contract

Samples: assets.ctfassets.net

Introduction. Description and securities identification number number‌ The present securities are Quanto Autocallable Securities linked to Adidas AG Alphabet Inc. - Class A (the "Securities"). ISIN: DE000GP3MRM2 WKNXX00XXXXX000 XXX: GP3MRM GZ4V1B Valor: 124870134 Common Code:181992123 Code: 181486244 The Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx Competent authority The Base Prospectus was approved on 13 March 2024 6 July 2022 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), XxxxxMarie- Curie-Xxxxx-XxxStr. 24-28, 60439 Frankfurt, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs Bank Europe SE International ("GSBEGSI") or an appropriately licensed affiliate of GSBEGSI. GSFCI issues debt securities primarily to raise funding which is lent to affiliatesother members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors The directors of Goldman Sachs Finance Corp International Ltd. Ltd are Xxxxxx Xxxxxxxx, Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxx XxXxxxx, Xx Xxxxxxxx and Xxxxxxx Xxx Xxx XxxxXxxxxx Xxxxxxxx. Statutory Auditors Auditors‌ The annual financial statements of GSFCI for the periods ended 31 December 2023 2021 and 31 December 2022 2020 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 0 Xxxx 7 More Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2023 2021 for each of the two years in the period ended 31 December 2023 2021 and 31 December 2022 2020 and from the unaudited interim financial statements for the six months ended 30 June 20242022. ** As values are nil they are not included in the financial statements as of 31 December 2023 2021 and in the financial statements as of 31 December 2022 and/or in the interim financial statements for the six months ended as of 30 June 2024. The Issuer is subject to the following key risks: 2022.‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌ Operating profit/(loss) 62 36 78 38 (1023) 78 48 Total assets 46,356 34,720 49,308 16,605 15,518 24,652 Total shareholder’s equity 000 000 000 184 48 817 Cash flows from operating activities (outflow) 6 1 4 (210131) 3 24 11 Cash flows from financing activities N/A N/A 200 125 0* 0* Cash flows from investing activities 0* 0* 0* 0* The Issuer is subject to the following key risks:‌ • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The authorised issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20232019. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities The present Securities are Autocallable Securities linked to the Underlying. ISIN: DE000GP3MRM2 WKNXX00XXXXX000 XXX: GP3MRM GZ4V1B Valor: 124870134 Common Code: 181992123 181486244 Underlying: Adidas AG Alphabet Inc. - Class A (ISIN: DE000A1EWWW0US02079K3059) Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi Xxxxxx XX, B-1210 Brussels, and/or Clearstream Banking AGBanking, Frankfurt am Mainsociété anonyme, Xxxxxxxxxxxxxxxxx 0000 Xxxxxx XX Xxxxxxx, 00000 Xxxxxxxx, Xxxxxxx X-0000 Xxxxxxxxxx (the xxx "Relevant Clearing System"). Currency, issue issues size, term of the Securities The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: 100,000 5,000 Securities The Securities have a fixed maturity. Rights attached to the Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guarantee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. Effect of underlying instrument(s) on value of investment There is a relationship between the economic value of the Securities and the economic value of the Underlying. The value of the Security will typically fall if the price of the Underlying falls. The Securities have the characteristic such that the level of the Settlement Amount and the time for redemption of the Securities depend on whether the Underlying Price has reached or exceeded the Settlement Level on a certain Valuation Date ("Early Settlement Event"). If this is the case, the term of the Securities ends early and the Securities are redeemed early, whereby the Settlement Amount equals the Calculation Amount multiplied by the Settlement Factor applicable to.

Appears in 1 contract

Samples: assets.ctfassets.net

Introduction. Description and securities identification number The present securities are Autocallable Securities linked to Adidas adidas AG (the "Securities"). ISIN: DE000GP3MRM2 JE00BGBBF428 WKN: GP3MRM GZ4V06 Valor: 124869845 Common Code:181992123 Code: 181486023 The Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx Competent authority The Base Prospectus was approved on 13 March 2024 6 July 2022 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), XxxxxMarie- Curie-Xxxxx-XxxStr. 24-28, 60439 Frankfurt, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs Bank Europe SE International ("GSBEGSI") or an appropriately licensed affiliate of GSBEGSI. GSFCI issues debt securities primarily to raise funding which is lent to affiliatesother members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors The directors of Goldman Sachs Finance Corp International Ltd. Ltd are Xxxxxx Xxxxxxxx, Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxx XxXxxxx, Xx Xxxxxxxx and Xxxxxxx Xxx Xxx XxxxXxxxxx Xxxxxxxx. Statutory Auditors The annual financial statements of GSFCI for the periods ended 31 December 2023 2021 and 31 December 2022 2020 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 0 Xxxx 7 More Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2023 2021 for each of the two years in the period ended 31 December 2023 2021 and 31 December 2022 2020 and from the unaudited interim financial statements for the six months ended 30 June 20242022. ** As values are nil they are not included in the financial statements as of 31 December 2023 2021 and in the financial statements as of 31 December 2022 and/or in the interim financial statements for the six months ended as of 30 June 20242022. The Issuer is subject to the following key risks: Operating profit/(loss) 62 36 78 38 (1023) 78 48 Total assets 46,356 34,720 49,308 16,605 15,518 24,652 Total shareholder’s equity 000 000 000 184 48 817 Cash flows from operating activities (outflow) 6 1 4 (210131) 3 24 11 Cash flows from financing activities N/A N/A 200 125 0* 0* Cash flows from investing activities 0* 0* 0* 0* The Issuer is subject to the following key risks: • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The authorised issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20232019. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities The present Securities are Autocallable Securities linked to the Underlying. ISIN: DE000GP3MRM2 JE00BGBBF428 WKN: GP3MRM GZ4V06 Valor: 124869845 Common Code: 181992123 181486023 Underlying: Adidas adidas AG (ISIN: DE000A1EWWW0) Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi Xxxxxx XX, B-1210 Brussels, and/or Clearstream Banking AGBanking, Frankfurt am Mainsociété anonyme, Xxxxxxxxxxxxxxxxx 0000 Xxxxxx XX Xxxxxxx, 00000 Xxxxxxxx, Xxxxxxx X-0000 Xxxxxxxxxx (the xxx "Relevant Clearing System"). Currency, issue issues size, term of the Securities The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: 100,000 5,000 Securities The Securities have a fixed maturity. Rights attached to the Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guarantee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. Effect of underlying instrument(s) on value of investment There is a relationship between the economic value of the Securities and the economic value of the Underlying. The value of the Security will typically fall if the price of the Underlying falls. The Securities have the characteristic such that the level of the Settlement Amount and the time for redemption of the Securities depend on whether the Underlying Price has reached or exceeded the Settlement Level on a certain Valuation Date ("Early Settlement Event"). If this is the case, the term of the Securities ends early and the Securities are redeemed early, whereby the Settlement Amount equals the Calculation Amount multiplied by the Settlement Factor applicable to.

Appears in 1 contract

Samples: assets.ctfassets.net

Introduction. Description and securities identification number The present securities are Autocallable Securities linked to Adidas AG the S&P 500® Index (the "Securities"). ISIN: DE000GP3MRM2 JE00BLS2TL88 WKN: GP3MRM GP2K84 Common Code:181992123 Code: 181492058 The Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx Competent authority The Base Prospectus was approved on 13 17 March 2024 2023 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), XxxxxMa- rie-XxxxxCurie-XxxStr. 24-28, 60439 Frankfurt, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs Bank Europe SE International ("GSBEGSI") or an appropriately licensed affiliate of GSBEGSI. GSFCI issues debt securities primarily to raise funding which is lent to affiliatesother members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors The directors of Goldman Sachs Finance Corp International Ltd. Ltd are Xxxxxx Xxxxxxxx, Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxx XxXxxxx, Xx Xxxxxxxx and Xxxxxxx Xxx Xxx XxxxXxxxxx Xxxxxxxx. Statutory Auditors The annual financial statements of GSFCI for the periods ended 31 December 2023 2022 and 31 December 2022 2021 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 0 Xxxx 7 More Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2023 2022 for each of the two years in the period ended 31 December 2023 2022 and 31 December 2022 2021 and from the unaudited interim financial statements for the six months ended 30 June 20242023. ** As values are nil they are not included in the financial statements as of 31 December 2023 and in the financial statements as of 31 December 2022 and/or in the interim financial statements for the six months ended 30 June 20242023. The Issuer is subject to the following key risks: Operating profit/(loss) 62 36 78 78 (1023) 78 Total assets 46,356 34,720 49,308 16,605 39,858 Total shareholder’s equity 000 000 000 709 184 514 Cash flows from operating operat- ing activities (outflow) 6 1 (210) 4 3 24 Cash flows from financing financ- ing activities N/A N/A 200 0* 0* Cash flows from investing invest- ing activities 0* 0* 0* 0* • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The authorised issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20232022. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities The present Securities are Autocallable Securities linked to the Underlying. ISIN: DE000GP3MRM2 JE00BLS2TL88 WKN: GP3MRM GP2K84 Common Code: 181992123 181492058 Underlying: Adidas AG S&P 500® Index (ISINReuters Code: DE000A1EWWW0.SPX) Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi Xxxxxx XX, B-1210 Brussels, and/or Clearstream Banking AGBanking, Frankfurt am Mainsociété anonyme, Xxxxxxxxxxxxxxxxx 0000 Xxxxxx XX Xxxxxxx, 00000 Xxxxxxxx, Xxxxxxx X-0000 Xxxxxxxxxx (the xxx "Relevant Clearing System"). Currency, issue issues size, term of the Securities The Settlement Currency of the Securities is Euro US-Dollar ("EURUSD"). Issue Size: 100,000 50,000 Securities The Securities have a fixed maturity. Rights attached to the Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guarantee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. Effect of underlying instrument(s) on value of investment There is a relationship between the economic value of the Securities and the economic value of the Underlying. The value of the Security will typically fall if the price of the Underlying falls. The Securities have the characteristic such that the level of the Settlement Amount and the time for redemption of the Securities depend on whether the Underlying Price has reached or exceeded the Settlement Level on a certain Valuation Date ("Early Settlement Event"). If this is the case, the term of the Securities ends early and the Securities are redeemed early, whereby the Settlement Amount equals the Calculation Amount multiplied by the Settlement Factor applicable toredeemed

Appears in 1 contract

Samples: www.borsaitaliana.it

Introduction. Description and securities identification number The present securities are Autocallable Fixed Rate Securities linked to Adidas AG (the "Securities"). ISIN: DE000GP3MRM2 JE00BS6B6V58 WKN: GP3MRM GP0TLL Common Code:181992123 Code: 181976497 The Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx Xxxxxxx. Competent authority The Base Prospectus was approved on 13 March 19 February 2024 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), Xxxxx-Xxxxx-Xxx. 2400-2800, 60439 Frankfurt00000 Xxxxxxxxx, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs Bank Europe SE International ("GSBEGSI") or an appropriately licensed affiliate of GSBEGSI. GSFCI issues debt securities primarily to raise funding which is lent to affiliatesother members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors The directors of Goldman Sachs Finance Corp International Ltd. are Xxxxxx Xxxxxxxx, Xxxxxxxx Xxxxxxx, Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxx XxXxxxx, Xx Xxxxxxxx and Xxxxxxx Xxx Xxx Xxxx. Statutory Auditors The annual financial statements of GSFCI for the periods ended 31 December 2023 2022 and 31 December 2022 2021 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 0 Xxxx 7 More Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2023 2022 for each of the two years in the period ended 31 December 2023 2022 and 31 December 2022 2021 and from the unaudited interim financial statements for the six months ended 30 June 20242023. ** As values are nil they are not included in the financial statements as of 31 December 2023 and in the financial statements as of 31 December 2022 and/or in the interim financial statements for the six months ended 30 June 20242023. The Issuer is subject to the following key risks: Operating profit/(loss) 62 36 78 78 (1023) 78 Total assets 46,356 34,720 49,308 16,605 39,858 Total shareholder’s equity 000 000 000 709 184 514 Cash flows from operating activities (outflow) 6 1 (210) 4 3 24 Cash flows from financing activities N/A N/A 200 0* 0* Cash flows from investing activities 0* 0* 0* 0* The Issuer is subject to the following key risks: • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The authorised issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20232022. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities The present Securities are Autocallable Securities linked to the UnderlyingFixed Rate Securities. ISIN: DE000GP3MRM2 JE00BS6B6V58 WKN: GP3MRM GP0TLL Common Code: 181992123 Underlying: Adidas AG (ISIN: DE000A1EWWW0) 181976497 Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi Xxxxxx XX, B-1210 Brussels, and/or Clearstream Banking AGBanking, Frankfurt am Mainsociété anonyme, Xxxxxxxxxxxxxxxxx 0000 Xxxxxx XX Xxxxxxx, 00000 Xxxxxxxx, Xxxxxxx X-0000 Xxxxxxxxxx (the xxx "Relevant Clearing System"). Currency, issue size, term of the Securities The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: 100,000 Securities The Securities have a fixed maturity. Rights attached to the Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guarantee Guaran- tee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. Effect of underlying instrument(s) on value of investment There In the case of Fixed Rate Securities, the Security Holder receives at maturity a Settlement Amount equal to the Calculation Amount, subject to a termination of the Securities. Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is a relationship between determined on the economic value basis of the Calculation Amount and the coupon, i.e. the Fixed Coupon Rate. Settlement Date: 28 May 2026 Fixed Coupon Rate: The Fixed Coupon Rate is 2.80 per cent. p.a. Calculation Amount: EUR 1,000.00 Coupon Amount: Calculation Amount multiplied by the Fixed Coupon Rate considering the Coupon Day Count Fraction (30/360) Coupon Payment Date(s): Coupon Payment Date (1): 28 May 2025 Coupon Payment Date (2): 28 May 2026 Relative seniority of the Securities The Securities of each Series constitute direct, unsecured, and the economic value unsubordinated obligations of the Underlying. The value Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Security will typically fall if the price Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability of the Underlying fallsSecurities Subject to potential selling restrictions, the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF An admission to trading or listing of the Securities is not intended. Nature and scope of the guarantee The Securities have the characteristic such that the level obligations of Goldman Sachs Finance Corp International Ltd to pay of the Settlement Amount and any other amounts payable pursuant to the time for redemption terms and conditions of the Securities depend on whether are unconditionally and irrevocably guaranteed by the Underlying Price has reached guarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Brief description of the Guarantor The Goldman Sachs Group, Inc. Legal Entity Identifier (LEI): 784F5XWPLTWKTBV3E584 The Goldman Sachs Group, Inc. is organised in the State of Delaware in the United States as a corporation pursuant to the Delaware General Corporation Law, having unlimited duration and registration number 2923466. The business address of the directors of The Goldman Sachs Group, Inc. is 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx. Relevant key financial information of the Guarantor The following table shows selected key historical financial information prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) in relation to the Guarantor which is derived from the audited con- solidated financial statements as of 31 December 2023 for each of the two years in the period ended 31 December 2023 and 31 December 2022: Summary information – income statement (in millions USD, except per share amounts) Year ended 31 December 2023 (audited) Year ended 31 December 2022 (audited) Selected income statement data Net interest income 6,351 7,678 Commissions and fees 3,789 4,034 Provision for credit losses 1,028 2,715 Total net revenues 46,254 47,365 Pre-tax earnings 10,739 13,486 Net earnings applicable to common 7,907 10,764 shareholders Earnings per common share (basic) 23.05 30.42 Summary information – balance sheet (in millions USD) As of 31 December 2023 As of 31 December 2022 (audited) (audited) Total assets 1,641,594 1,441,799 Unsecured borrowings excluding 304,871 295,163 subordinated borrowings Subordinated borrowings 12,951 12,936 Customer and other receivables 132,495 135,448 Customer and other payables 230,728 262,045 Total liabilities and shareholders’ equity 1,641,594 1,441,799 (in percent) Common Equity Tier 1 (CET1) capital ratio 14.4 15.0 (Standardized) Total capital ratio (Standardized) 18.1 19.1 Tier 1 leverage ratio 7.0 7.3 Most material risk factors pertaining to the Guarantor The Guarantor is subject to the following key risks: • Security Holders are exposed to the creditworthiness of GSG as guarantor of the Securities. GSG faces a variety of risks that are substantial and inherent in its businesses, including the following risks: Market risks, liquidity risks, credit risks, market developments and general business environment risks, operational risks, legal and regulatory risks and competition risks. If one of these risks materializes this may negatively affect GSG's earnings and/or finan- cial condition and, therefore, its ability to fulfil payment obligations as Guarantor under the Securities. In the event that neither GSFCI nor GSG are able to fulfil their obligations under the Securities the security holder may suffer a loss or exceeded even a total loss. The specific risk factors related to the Securities are described below: • In the case of Fixed Rate Securities, the Settlement Level Amount at the end of the term equals the Calculation Amount. The risk of loss to the Security Holder is accordingly limited to the difference between the capital invested to purchase the Securities (including transaction costs incurred) and the Calculation Amount plus coupon payments. However, the Security Holder remains exposed to the risks of the Issuer and the Guarantor, so the Security Holder may lose all the capital invested to purchase the Securities (including transaction costs incurred) on an insolvency of the Issuer and the Guarantor. For this reason among others, Fixed Rate Securities may be traded during their term at a price below the Calculation Amount. Security Holders may therefore not rely on being able to sell their purchased Securi- ties at any time during the term at a price equal to or above the Calculation Amount. • The Securities provide during their term for a fixed coupon which is specified at the time of issuance. The Security Holder does not participate in an increase in market interest rates. In the case of increasing market interest rates, there is the risk with Securities with a fixed coupon that the price of the Securities may decrease during the term. • The Conditions of the Securities may provide for extraordinary termination by the Issuer in certain Valuation Date cases so that the Security Holder bears a risk of loss as the termination amount may be below the market price of the Securities. The Security Holder also bears the reinvestment risk in relation to the termination amount. • Security Holders bear the risk that the Securities cannot be sold at a specific time or at a specific price during their term. General terms, conditions and expected timetable of the offer Start of offer in Germany: 6 May 2024 Issue Price for subscriptions during the subscription period: EUR 1,000.00 Issue Date: 31 May 2024 The Securities are offered for subscription during the subscription period, i.e. from the start of offer in the respective offer state to including 27 May 2024. The Issuer reserves the right to end the subscription period early. The Issuer is not obliged to accept subscription applications. Partial allocations are possible ("Early Settlement Event"in particular in the event of oversubscription). If this The Issuer is not obliged to issue subscribed Securities. Estimate of the case, total expenses charged to the investor The product-specific entry costs included in the Issue Price are EUR 16.00. These costs are calculated based on the Issue Price above; for any costs at the time of the purchase of the Securities the cost disclosure under Directive 2014/65/EU and Commission Delegated Regulation (EU) 0000/000 (XxXXX II Cost Disclosure) is relevant. The calculation of costs may change over the term of the Securities ends early Securities. The MiFID II Cost Disclosure includes also non-product specific costs which may be charged by a third party to the investor which have to be separately disclosed by the third party. Offeror See the item entitled "The Offeror(s)" above. Use and estimated net amount of the proceeds The proceeds from the Securities are redeemed early, whereby used to hedge the Settlement Amount equals payment obligations arising from the Calculation Amount multiplied by issuance of the Settlement Factor applicable toSecurities pursuant with agreement with Goldman Sachs International and for purposes of the Issuer's ordinary business activities (in any case the Issuer is free in the use of the proceeds of an issue of Securities). Date of underwriting agreement 6 May 2024

Appears in 1 contract

Samples: www.deka.de

Introduction. Description and securities identification number number‌ The present securities are Autocallable Fixed Rate Securities linked to Adidas AG (the "Securities"). ISIN: DE000GP3MRM2 XS2481058365‌ WKN: GP3MRM GK1T70 Valor: 116688246‌ Common Code:181992123 Code: 248105836 The Issuer Issuer‌ Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s) Offeror(s)‌ Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx Xxxxxxx. Competent authority The Base Prospectus was approved on 13 March 2024 7 April 2022 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), XxxxxMarie- Curie-Xxxxx-XxxStr. 24-28, 60439 Frankfurt, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation incorporation‌ Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs Bank Europe SE International ("GSBEGSI") or an appropriately licensed affiliate of GSBEGSI. GSFCI issues debt securities primarily to raise funding which is lent to affiliatesother members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors Directors‌ The directors of Goldman Sachs Finance Corp International Ltd. are Xxxxxx Xxxxxxxx, Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxx XxXxxxx, Xx Xxxxxxxx and Xxxxxxx Xxx Xxx XxxxXxxxxx Xxxxxxxx. Statutory Auditors Auditors‌ The annual financial statements of GSFCI for the periods ended 31 December 2023 2021 and 31 December 2022 2020 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 0 Xxxx 7 More Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2023 2021 for each of the two years in the period ended 31 December 2023 2021 and 31 December 2022 and from the unaudited interim financial statements for the six months 2020. Summary information – income statement Year ended 30 June 2024. *31 December 2021‌ (audited) Year ended 31 December 2020 (audited) (in millions USD) (in millions USD) Selected income statement data Operating profit‌‌ 78 38 Summary information – balance sheet As values are nil they are not included in the financial statements as of 31 December 2023 and in the financial statements as 2021‌ (audited) As of 31 December 2022 and/or 2020 (audited) (in the interim financial statements for the six months millions USD) (in millions USD) Total assets‌‌ 16,605 15,518 Total shareholder’s equity‌‌ 184 48 Summary information – cash flow Year ended 30 June 2024. 31 December 2021‌ (audited) Year ended 31 December 2020 (audited) (in millions USD) (in millions USD) Cash flows from operating ac- tivities (outflow)‌‌ 4 (131) Cash flows from financing ac- tivities‌‌ N/A 125 Cash flows from investing ac- tivities‌ 0* 0* The Issuer is subject to the following key risks: Operating profit/(loss) 62 36 (10) 78 Total assets 46,356 34,720 49,308 Total shareholder’s equity 000 000 000 Cash flows from operating activities (outflow) 6 1 (210) 3 Cash flows from financing activities N/A N/A 200 0* Cash flows from investing activities 0* 0* 0* 0* risks:‌ • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The authorised issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20232019. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities Securities‌ The present Securities are Autocallable Securities linked to the UnderlyingFixed Rate Securities. ISIN: DE000GP3MRM2 XS2481058365‌ WKN: GP3MRM GK1T70 Valor: 116688246‌ Common Code: 181992123 Underlying: Adidas AG (ISIN: DE000A1EWWW0) 248105836 Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi Xxxxxx XX, B-1210 Brussels, and/or Clearstream Banking AGBanking, Frankfurt am Mainsociété anonyme, Xxxxxxxxxxxxxxxxx 0000 Xxxxxx XX Xxxxxxx, 00000 Xxxxxxxx, Xxxxxxx X-0000 Xxxxxxxxxx (the xxx "Relevant Clearing System"). Currency, issue issues size, term of the Securities Securities‌ The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: 100,000 Securities EUR 1,000,000‌ The Securities have a fixed maturity. Rights attached to the Securities Securities‌ The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guarantee Guaran- tee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. Effect In the case of underlying instrument(sFixed Rate Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal , subject to a termination of the Securities.‌ Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on value the basis of investment There the Nominal and the coupon, i.e. the Fixed Coupon Rate. Settlement Date: 12 February 2025 Fixed Coupon Rate: The Fixed Coupon Rate is 1.65 per cent. p.a. Business Day Convention: If the Coupon Payment Date falls on a relationship between date which is not a Payment Date, then the economic value Security Holder shall not be entitled to payment until the next such Payment Date in the relevant place. The Security Holder shall not be entitled to further interest or other payment in respect of such delay nor, as the case may be, shall the amount of interest to be paid be reduced due to such deferment. Nominal: EUR 1,000.00 Coupon Amount: Nominal multiplied by the Fixed Coupon Rate considering the Coupon Day Count Fraction (30/360 ISDA) Coupon Payment Date(s): 12 February 2024 and 12 February 2025, each subject to the Business Day Convention. Relative seniority of the Securities‌ The Securities of each Series constitute direct, unsecured, and unsubordinated obligations of the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability of the Securities Subject to potential selling restrictions, the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF‌ Frankfurt Stock Exchange Nature and the economic value scope of the Underlying. guarantee‌ The value obligations of the Security will typically fall if the price of the Underlying falls. The Securities have the characteristic such that the level Goldman Sachs Finance Corp International Ltd to pay of the Settlement Amount and any other amounts payable pursuant to the time for redemption terms and conditions of the Securities depend on whether are unconditionally and irrevocably guaranteed by the Underlying Price has reached or exceeded the Settlement Level on a certain Valuation Date ("Early Settlement Event"). If this is the caseguarantee of The Goldman Sachs Group, the term Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Brief description of the Securities ends early Guarantor‌ The Goldman Sachs Group, Inc. Legal Entity Identifier (LEI): 784F5XWPLTWKTBV3E584 The Goldman Sachs Group, Inc. is organised in the State of Delaware in the United States as a corporation pursuant to the Delaware General Corporation Law, having unlimited duration and registration number 2923466. The business address of the directors of The Goldman Sachs Group, Inc. is 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx. Relevant key financial information of the Guarantor The following table shows selected key historical financial information prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) in relation to the Guarantor which is derived from the audited consolidated financial statements as of 31 December 2021 for each of the two years in the period ended 31 December 2021 and 31 December 2020 and the Securities are redeemed earlyunaudited consolidated financial statements for the period ended 31 March 2022: Summary information – income statement (in millions USD, whereby the Settlement Amount equals the Calculation Amount multiplied by the Settlement Factor applicable toexcept per share‌‌‌‌ Year ended 31 Year ended 31 3-month-pe- 3-month-pe-

Appears in 1 contract

Samples: assets.ctfassets.net

Introduction. Description and securities identification number The present securities are Autocallable Step Up & Step Down Securities linked to Adidas AG (the "Securities"). ISIN: DE000GP3MRM2 XS2688686075 WKN: GP3MRM GP2LD4 Common Code:181992123 Code: 268868607 The Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx Xxxxxxx. Competent authority The Base Prospectus was approved on 13 March 2024 23 February 2023 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), Xxxxx-Xxxxx-Xxx. 2400-2800, 60439 Frankfurt00000 Xxxxxxxxx, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs Bank Europe SE International ("GSBEGSI") or an appropriately licensed affiliate of GSBEGSI. GSFCI issues debt securities primarily to raise funding which is lent to affiliatesother members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors The directors of Goldman Sachs Finance Corp International Ltd. Ltd are Xxxxxx Xxxxxxxx, Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxx XxXxxxx, Xx Xxxxxxxx and Xxxxxxx Xxx Xxx XxxxXxxxxx Xxxxxxxx. Statutory Auditors The annual financial statements of GSFCI for the periods ended 31 December 2023 2022 and 31 December 2022 2021 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 0 Xxxx 7 More Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2023 2022 for each of the two years in the period ended 31 December 2023 2022 and 31 December 2022 2021 and from the unaudited interim financial statements for the six months ended 30 June 20242023. ** As values are nil they are not included in the financial statements as of 31 December 2023 and in the financial statements as of 31 December 2022 and/or in the interim financial statements for the six months ended 30 June 20242023. The Issuer is subject to the following key risks: Operating profit/(loss) 62 36 78 78 (1023) 78 Total assets 46,356 34,720 49,308 16,605 39,858 Total shareholder’s equity 000 000 000 709 184 514 Cash flows from operating activities (outflow) 6 1 (210) 4 3 24 Cash flows from financing activities N/A N/A 200 0* 0* Cash flows from investing activities 0* 0* 0* 0* The Issuer is subject to the following key risks: x Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The authorised issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20232022. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. x Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. x Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities The present Securities are Autocallable Securities linked to the UnderlyingStep Up & Step Down Securities. ISIN: DE000GP3MRM2 XS2688686075 WKN: GP3MRM GP2LD4 Common Code: 181992123 Underlying: Adidas AG (ISIN: DE000A1EWWW0) 268868607 Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi Xxxxxx XX, B-1210 Brussels, and/or Clearstream Banking AGBanking, Frankfurt am Mainsociété anonyme, Xxxxxxxxxxxxxxxxx 0000 Xxxxxx XX Xxxxxxx, 00000 Xxxxxxxx, Xxxxxxx X-0000 Xxxxxxxxxx (the xxx "Relevant Clearing System"). Currency, issue size, term of the Securities The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: 100,000 Securities EUR 50,000,000 The Securities have a fixed maturity. Rights attached to the Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guarantee Guaran- tee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. Effect of underlying instrument(s) on value of investment There In the case of Step Up & Step Down Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal, subject to a termination of the Securities. Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and a relationship between fixed coupon, i.e. the economic value Fixed Step Rate for the respective Coupon Period in the Fixed Step Rate Period (as set out below). Settlement Date: 26 February 2029 Coupon Period: Means each period commencing on (and including) the Coupon Commencement Date or any Coupon Payment Date and ending on (but excluding) the next Coupon Payment, and each Coupon Period shall commence on or end on, as the case may be, the date on which the relevant Coupon Payment Date is scheduled to fall, disregarding any adjustment in accordance with the Business Day Convention (if any). Business Day Convention: If the Coupon Payment Date falls on a date which is not a Payment Date, the Coupon Payment Date shall not be adjusted in accordance with any Business Day Convention. Nominal: EUR 1,000.00 Coupon Amount: Nominal multiplied by the Fixed Step Rate considering the Coupon Day Count Fraction (30/360) Coupon Payment Date(s): Coupon Payment Date (1): 26 February 2025 Coupon Payment Date (2): 26 February 2026 Coupon Payment Date (3): 26 February 2027 Coupon Payment Date (4): 26 February 2028 Coupon Payment Date (5): 26 February 2029 Relative seniority of the Securities The Securities of each Series constitute direct, unsecured, and the economic value unsubordinated obligations of the Underlying. The value Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Security will typically fall if the price Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability of the Underlying fallsSecurities Subject to potential selling restrictions, the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF Stuttgart Stock Exchange Nature and scope of the guarantee The Securities have the characteristic such that the level obligations of Goldman Sachs Finance Corp International Ltd to pay of the Settlement Amount and any other amounts payable pursuant to the time for redemption terms and conditions of the Securities depend on whether the Underlying Price has reached or exceeded the Settlement Level on a certain Valuation Date ("Early Settlement Event"). If this is the case, the term of the Securities ends early are unconditionally and the Securities are redeemed early, whereby the Settlement Amount equals the Calculation Amount multiplied irrevocably guaranteed by the Settlement Factor applicable toguarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Coupon Period Fixed Step Rate Period Fixed Step Rate 1 From (including) 26 February 2024 till (excluding) 26 February 2025 2.75 per cent. per annum

Appears in 1 contract

Samples: assets.ctfassets.net

Introduction. Description and securities identification number The present securities are Quanto Autocallable Securities linked to Adidas AG The Boeing Company (the "Securities"). ISIN: DE000GP3MRM2 JE00BGBBLX36 WKN: GP3MRM GZ4V08 Valor: 124869955 Common Code:181992123 Code: 181486163 The Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx Competent authority The Base Prospectus was approved on 13 March 2024 6 July 2022 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), XxxxxMarie- Curie-Xxxxx-XxxStr. 24-28, 60439 Frankfurt, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs Bank Europe SE International ("GSBEGSI") or an appropriately licensed affiliate of GSBEGSI. GSFCI issues debt securities primarily to raise funding which is lent to affiliatesother members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors The directors of Goldman Sachs Finance Corp International Ltd. Ltd are Xxxxxx Xxxxxxxx, Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxx XxXxxxx, Xx Xxxxxxxx and Xxxxxxx Xxx Xxx XxxxXxxxxx Xxxxxxxx. Statutory Auditors Auditors‌ The annual financial statements of GSFCI for the periods ended 31 December 2023 2021 and 31 December 2022 2020 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 0 Xxxx 7 More Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2023 2021 for each of the two years in the period ended 31 December 2023 2021 and 31 December 2022 2020 and from the unaudited interim financial statements for the six months ended 30 June 20242022. ** As values are nil they are not included in the financial statements as of 31 December 2023 2021 and in the financial statements as of 31 December 2022 and/or in the interim financial statements for the six months ended as of 30 June 2024. The Issuer is subject to the following key risks: 2022.‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌ Operating profit/(loss) 62 36 78 38 (1023) 78 48 Total assets 46,356 34,720 49,308 16,605 15,518 24,652 Total shareholder’s equity 000 000 000 184 48 817 Cash flows from operating activities (outflow) 6 1 4 (210131) 3 24 11 Cash flows from financing activities N/A N/A 200 125 0* 0* Cash flows from investing activities 0* 0* 0* 0* The Issuer is subject to the following key risks:‌ • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The authorised issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20232019. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities The present Securities are Autocallable Securities linked to the Underlying. ISIN: DE000GP3MRM2 JE00BGBBLX36 WKN: GP3MRM GZ4V08 Valor: 124869955 Common Code: 181992123 181486163 Underlying: Adidas AG The Boeing Company (ISIN: DE000A1EWWW0US0970231058) Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi Xxxxxx XX, B-1210 Brussels, and/or Clearstream Banking AGBanking, Frankfurt am Mainsociété anonyme, Xxxxxxxxxxxxxxxxx 0000 Xxxxxx XX Xxxxxxx, 00000 Xxxxxxxx, Xxxxxxx X-0000 Xxxxxxxxxx (the xxx "Relevant Clearing System"). Currency, issue issues size, term of the Securities The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: 100,000 5,000 Securities The Securities have a fixed maturity. Rights attached to the Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guarantee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. Effect of underlying instrument(s) on value of investment There is a relationship between the economic value of the Securities and the economic value of the Underlying. The value of the Security will typically fall if the price of the Underlying falls. The Securities have the characteristic such that the level of the Settlement Amount and the time for redemption of the Securities depend on whether the Underlying Price has reached or exceeded the Settlement Level on a certain Valuation Date ("Early Settlement Event"). If this is the case, the term of the Securities ends early and the Securities are redeemed early, whereby the Settlement Amount equals the Calculation Amount multiplied by the Settlement Factor applicable to.

Appears in 1 contract

Samples: assets.ctfassets.net

Introduction. Description and securities identification number number‌ The present securities are Autocallable Capped Floored Floater Securities linked to Adidas AG (the "Securities"). ISIN: DE000GP3MRM2 XS2481069487‌ WKN: GP3MRM GK1T8D Valor: 30258301‌ Common Code:181992123 Code: 248106948 The Issuer Issuer‌ Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s) Offeror(s)‌ Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx Xxxxxxx. Competent authority authority‌ The Base Prospectus was approved on 13 March 2024 7 April 2022 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), XxxxxMarie- Curie-Xxxxx-XxxStr. 24-28, 60439 Frankfurt, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation incorporation‌ Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs Bank Europe SE International ("GSBEGSI") or an appropriately licensed affiliate of GSBEGSI. GSFCI issues debt securities primarily to raise funding which is lent to affiliatesother members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors Directors‌ The directors of Goldman Sachs Finance Corp International Ltd. are Xxxxxx Xxxxxxxx, Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxx XxXxxxx, Xx Xxxxxxxx and Xxxxxxx Xxx Xxx XxxxXxxxxx Xxxxxxxx. Statutory Auditors Auditors‌ The annual financial statements of GSFCI for the periods ended 31 December 2023 2021 and 31 December 2022 2020 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 0 Xxxx 7 More Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2023 2021 for each of the two years in the period ended 31 December 2023 2021 and 31 December 2022 and from the unaudited interim financial statements for the six months 2020. Summary information – income statement Year ended 30 June 2024. *31 December 2021‌ (audited) Year ended 31 December 2020 (audited) (in millions USD) (in millions USD) Selected income statement data Operating profit‌‌ 78 38 Summary information – balance sheet As values are nil they are not included in the financial statements as of 31 December 2023 and in the financial statements as 2021‌ (audited) As of 31 December 2022 and/or 2020 (audited) (in the interim financial statements for the six months millions USD) (in millions USD) Total assets‌‌ 16,605 15,518 Total shareholder’s equity‌‌ 184 48 Summary information – cash flow Year ended 30 June 2024. 31 December 2021‌ (audited) Year ended 31 December 2020 (audited) (in millions USD) (in millions USD) Cash flows from operating ac- tivities (outflow)‌‌ 4 (131) Cash flows from financing ac- tivities‌‌ N/A 125 Cash flows from investing ac- tivities‌ 0* 0* The Issuer is subject to the following key risks: Operating profit/(loss) 62 36 (10) 78 Total assets 46,356 34,720 49,308 Total shareholder’s equity 000 000 000 Cash flows from operating activities (outflow) 6 1 (210) 3 Cash flows from financing activities N/A N/A 200 0* Cash flows from investing activities 0* 0* 0* 0* risks:‌ • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The authorised issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20232019. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities The present Securities are Autocallable Securities linked to the UnderlyingCapped Floored Floater Securities. ISIN: DE000GP3MRM2 XS2481069487‌‌‌ WKN: GP3MRM GK1T8D Valor: 30258301‌ Common Code: 181992123 Underlying: Adidas AG (ISIN: DE000A1EWWW0) 248106948 Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi Xxxxxx XX, B-1210 Brussels, and/or Clearstream Banking AGBanking, Frankfurt am Mainsociété anonyme, Xxxxxxxxxxxxxxxxx 0000 Xxxxxx XX Xxxxxxx, 00000 Xxxxxxxx, Xxxxxxx X-0000 Xxxxxxxxxx (the xxx "Relevant Clearing System"). Currency, issue issues size, term of the Securities Securities‌ The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: 100,000 Securities EUR 5,000,000‌ The Securities have a fixed maturity. Rights attached to the Securities Securities‌ The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guarantee Guaran- tee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. Effect In the case of underlying instrument(sCapped Floored Floater Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal, subject to a termination of the Securities.‌ Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on value the basis of investment There the Nominal and the coupon, i.e. the Floating Coupon Rate (subject to the Maximum Coupon (Cap) and the Minimum Coupon (Floor)). Settlement Date: 9 September 2027 Floating Coupon Rate: The Reference Rate, but at the most the Maximum Coupon (Cap) and at least the Minimum Coupon (Floor). Reference Rate: 3-Months EURIBOR (Reuters Page: EURIBOR01) Minimum Coupon (Floor): 2.00 per cent. p.a.‌ Maximum Coupon (Cap): 3.80 per cent. p.a. Business Day Convention: If the Coupon Payment Date falls on a date which is not a relationship between Payment Date, then the economic value Security Holder shall not be entitled to payment until the next such Payment Date in the relevant place. The Security Holder shall not be entitled to further interest or other payment in respect of such delay nor, as the case may be, shall the amount of interest to be paid be reduced due to such deferment. Nominal: EUR 1,000.00 Coupon Amount: Nominal multiplied by the Floating Coupon Rate (subject to the Maximum Coupon (Cap) and the Min- imum Coupon (Floor)) considering the Coupon Day Count Fraction (30/360 ISDA) Coupon Payment Date(s): Quarterly, on 9 March, 9 June, 9 September and 9 December of each year, starting on 9 December 2022 up to and including the scheduled Settlement Date, each subject to the Business Day Convention. Relative seniority of the Securities‌ The Securities of each Series constitute direct, unsecured, and unsubordinated obligations of the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability of the Securities Subject to potential selling restrictions, the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF‌ Frankfurt Stock Exchange Nature and the economic value scope of the Underlying. guarantee‌ The value obligations of the Security will typically fall if the price of the Underlying falls. The Securities have the characteristic such that the level Goldman Sachs Finance Corp International Ltd to pay of the Settlement Amount and any other amounts payable pursuant to the time for redemption terms and conditions of the Securities depend on whether are unconditionally and irrevocably guaranteed by the Underlying Price has reached or exceeded the Settlement Level on a certain Valuation Date ("Early Settlement Event"). If this is the caseguarantee of The Goldman Sachs Group, the term Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Brief description of the Securities ends early Guarantor‌ The Goldman Sachs Group, Inc. Legal Entity Identifier (LEI): 784F5XWPLTWKTBV3E584 The Goldman Sachs Group, Inc. is organised in the State of Delaware in the United States as a corporation pursuant to the Delaware General Corporation Law, having unlimited duration and registration number 2923466. The business address of the directors of The Goldman Sachs Group, Inc. is 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx. Relevant key financial information of the Guarantor The following table shows selected key historical financial information prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) in relation to the Guarantor which is derived from the audited consolidated financial statements as of 31 December 2021 for each of the two years in the period ended 31 December 2021 and 31 December 2020 and the Securities are redeemed earlyunaudited consolidated financial statements for the period ended 31 March 2022: Summary information – income statement (in millions USD, whereby the Settlement Amount equals the Calculation Amount multiplied by the Settlement Factor except per share‌‌‌‌ Year ended 31 Year ended 31 3-month-pe- 3-month-pe- amounts) December December riod ended 31 riod ended 31 2021 (audited) 2020 (audited) March 2022 March 2021 (unaudited) (unaudited) Selected income statement data Net interest income‌‌‌‌ 6,470 4,751 1,827 1,482 Commissions and fees‌‌‌‌ 3,619 3,548 1,011 1,073 Provision for credit losses‌‌‌‌ 357 3,098 561 -70 Total net revenues‌‌‌‌ 59,339 44,560 12,933 17,704 Pre-tax earnings‌‌‌‌ 27,044 12,479 4,656 8,337 Net earnings applicable toto common share-‌‌‌‌ 21,151 8,915 3,831 6,711 holders Earnings per common share (basic)‌‌‌‌ 60.25 24.94 10.87 18.80 Summary information – balance sheet (in millions USD)‌‌‌ As of 31 December As of 31 December As of 31 March 2021 (audited) 2020 (audited) 2022 (unaudited) Total assets‌‌‌ 1,463,988 1,163,028 1,589,441 Unsecured borrowings excluding subordi-‌‌‌ 287,642 251,247 303,137 xxxxx borrowings Subordinated borrowings‌‌‌ 13,405 15,104 13,331 Customer and other receivables‌‌‌ 160,673 121,331 174,637 Customer and other payables‌‌‌ 251,931 190,658 292,981 Total liabilities and shareholders’ equity‌‌‌ 1,463,988 1,163,028 1,589,441 (in per cent.) Common Equity Tier 1 (CET1) capital ra-‌‌‌ 14.2 14.7 14.4

Appears in 1 contract

Samples: assets.ctfassets.net

Introduction. Description and securities identification number The present securities are Autocallable Securities linked to Adidas Rheinmetall AG (the "Securities"). ISIN: DE000GP3MRM2 JE00BJRSJJ12 WKN: GP3MRM GP2LCU Common Code:181992123 Code: 181489219 The Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx Competent authority The Base Prospectus was approved on 13 17 March 2024 2023 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), Xxxxx-Xxxxx-Xxx. 2400-2800, 60439 Frankfurt00000 Xxxxxxxxx, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs Bank Europe SE International ("GSBEGSI") or an appropriately licensed affiliate of GSBEGSI. GSFCI issues debt securities primarily to raise funding which is lent to affiliatesother members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors The directors of Goldman Sachs Finance Corp International Ltd. Ltd are Xxxxxx Xxxxxxxx, Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxx XxXxxxx, Xx Xxxxxxxx and Xxxxxxx Xxx Xxx XxxxXxxxxx Xxxxxxxx. Statutory Auditors The annual financial statements of GSFCI for the periods ended 31 December 2023 2022 and 31 December 2022 2021 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 0 Xxxx 7 More Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2023 2022 for each of the two years in the period ended 31 December 2023 2022 and 31 December 2022 and from the unaudited interim financial statements for the six months ended 30 June 20242021. ** As values are nil they are not included in the financial statements as of 31 December 2023 2022 and in the financial statements as of 31 December 2022 and/or in the interim financial statements for the six months ended 30 June 20242021. The Issuer is subject to the following key risks: Operating profit/(loss) 62 profit 36 (10) 78 Total assets 46,356 34,720 49,308 16,605 Total shareholder’s equity 000 000 000 709 184 Cash flows from operating activities (outflow) 6 1 (210) 3 4 Cash flows from financing activities N/A N/A 200 0* Cash flows from investing activities 0* 0* 0* 0* The Issuer is subject to the following key risks: • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The authorised issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20232022. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities The present Securities are Autocallable Securities linked to the Underlying. ISIN: DE000GP3MRM2 JE00BJRSJJ12 WKN: GP3MRM GP2LCU Common Code: 181992123 181489219 Underlying: Adidas Rheinmetall AG (ISIN: DE000A1EWWW0DE0007030009) Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi Xxxxxx XX, B-1210 Brussels, and/or Clearstream Banking AGBanking, Frankfurt am Mainsociété anonyme, Xxxxxxxxxxxxxxxxx 0000 Xxxxxx XX Xxxxxxx, 00000 Xxxxxxxx, Xxxxxxx X-0000 Xxxxxxxxxx (the xxx "Relevant Clearing System"). Currency, issue issues size, term of the Securities The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: 100,000 5,000 Securities The Securities have a fixed maturity. Rights attached to the Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guarantee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. Effect of underlying instrument(s) on value of investment There is a relationship between the economic value of the Securities and the economic value of the Underlying. The value of the Security will typically fall if the price of the Underlying falls. The Securities have the characteristic such that the level of the Settlement Amount and the time for redemption of the Securities depend on whether the Underlying Price has reached or exceeded the Settlement Level on a certain Valuation Date ("Early Settlement Event"). If this is the case, the term of the Securities ends early and the Securities are redeemed early, whereby the Settlement Amount equals the Calculation Amount multiplied by the Settlement Factor applicable to.

Appears in 1 contract

Samples: assets.ctfassets.net

Introduction. Description and securities identification number The present securities are Autocallable Securities linked to Adidas AG eBay Inc. (the "Securities"). ISIN: DE000GP3MRM2 JE00BS6B7Y54 WKN: GP3MRM Common Code:181992123 XX0XX0 Xxxxxx Code: 181977515 The Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx Competent authority The Base Prospectus was approved on 13 March 2024 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), Xxxxx-Xxxxx-Xxx. 2400-2800, 60439 Frankfurt00000 Xxxxxxxxx, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs Bank Europe SE International ("GSBEGSI") or an appropriately licensed affiliate of GSBEGSI. GSFCI issues debt securities primarily to raise funding which is lent to affiliatesother members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors The directors of Goldman Sachs Finance Corp International Ltd. are Xxxxxx Xxxxxxxx, Xxxxxxxx Xxxxxxx, Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxx XxXxxxx, Xx Xxxxxxxx and Xxxxxxx Xxx Xxx Xxxx. Statutory Auditors The annual financial statements of GSFCI for the periods ended 31 December 2023 and 31 December 2022 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 0 Xxxx 7 More Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2023 for each of the two years in the period ended 31 December 2023 and 31 December 2022. Summary information – income statement Year ended 31 December 2023 (audited) Year ended 31 December 2022 and (audited) (in millions USD) (in millions USD) Selected income statement data Operating profit 62 36 Summary information – balance sheet As of 31 December 2023 (audited) As of 31 December 2022 (audited) (in millions USD) (in millions USD) Total assets 46,356 34,720 Total shareholder’s equity 337 709 Summary information – cash flow Year ended 31 December 2023 (audited) Year ended 31 December 2022 (audited) (in millions USD) (in millions USD) Cash flows from the unaudited interim financial statements for the six months ended 30 June 2024. *operating activities (outflow) 6 1 Cash flows from financing activities N/A N/A Cash flows from investing activities 0* 0* * As values are nil they are not included in the financial statements as of 31 December 2023 and in the financial statements as of 31 December 2022 and/or in the interim financial statements for the six months ended 30 June 20242022. The Issuer is subject to the following key risks: Operating profit/(loss) 62 36 (10) 78 Total assets 46,356 34,720 49,308 Total shareholder’s equity 000 000 000 Cash flows from operating activities (outflow) 6 1 (210) 3 Cash flows from financing activities N/A N/A 200 0* Cash flows from investing activities 0* 0* 0* 0* • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The authorised issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20232022. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities The present Securities are Autocallable Securities linked to the Underlying. ISIN: DE000GP3MRM2 JE00BS6B7Y54 WKN: GP3MRM Common XX0XX0 Xxxxxx Code: 181992123 181977515 Underlying: Adidas AG eBay Inc. (ISIN: DE000A1EWWW0US2786421030) Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi Xxxxxx XX, B-1210 Brussels, and/or Clearstream Banking AGBanking, Frankfurt am Mainsociété anonyme, Xxxxxxxxxxxxxxxxx 0000 Xxxxxx XX Xxxxxxx, 00000 Xxxxxxxx, Xxxxxxx X-0000 Xxxxxxxxxx (the xxx "Relevant Clearing System"). Currency, issue size, term of the Securities The Settlement Currency of the Securities is Euro US-Dollar ("EURUSD"). Issue Size: 100,000 10,000 Securities The Securities have a fixed maturity. Rights attached to the Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guarantee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. Effect of underlying instrument(s) on value of investment There is a relationship between the economic value of the Securities and the economic value of the Underlying. The value of the Security will typically fall if the price of the Underlying falls. The Securities have the characteristic such that the level of the Settlement Amount and the time for redemption of the Securities depend on whether the Underlying Price has reached or exceeded the Settlement Level on a certain Valuation Date ("Early Settlement Event"). If this is the case, the term of the Securities ends early and the Securities are redeemed early, whereby the Settlement Amount equals the Calculation Amount multiplied by the Settlement Factor applicable to.

Appears in 1 contract

Samples: assets.ctfassets.net

Introduction. Description and securities identification number number‌ The present securities are Autocallable Fixed Rate Securities linked to Adidas AG (the "Securities"). ISIN: DE000GP3MRM2 XS2689001100‌ WKN: GP3MRM GP2LKU Common Code:181992123 Code: 268900110 The Issuer Issuer‌ Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx Xxxxxxx. Competent authority authority‌ The Base Prospectus was approved on 13 March 19 February 2024 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), Xxxxx-Xxxxx-Xxx. 2400-2800, 60439 Frankfurt00000 Xxxxxxxxx, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation incorporation‌ Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs Bank Europe SE International ("GSBEGSI") or an appropriately licensed affiliate of GSBEGSI. GSFCI issues debt securities primarily to raise funding which is lent to affiliatesother members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors Directors‌ The directors of Goldman Sachs Finance Corp International Ltd. are Xxxxxx Xxxxxxxx, Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxx XxXxxxx, Xx Xxxxxxxx and Xxxxxxx Xxx Xxx XxxxXxxxxx Xxxxxxxx. Statutory Auditors Auditors‌ The annual financial statements of GSFCI for the periods ended 31 December 2023 2022 and 31 December 2022 2021 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 0 Xxxx 7 More Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2023 2022 for each of the two years in the period ended 31 December 2023 2022 and 31 December 2022 2021 and from the unaudited interim financial statements for the six months ended 30 June 20242023. ** As values are nil they are not included in the financial statements as of 31 December 2023 and in the financial statements as of 31 December 2022 and/or in the interim financial statements for the six months ended 30 June 2024. 2023.‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌ The Issuer is subject to the following key risks: Operating profit/(loss) 62 36 78 78 (1023) 78 Total assets 46,356 34,720 49,308 16,605 39,858 Total shareholder’s equity 000 000 000 709 184 514 Cash flows from operating activities (outflow) 6 1 (210) 4 3 24 Cash flows from financing activities N/A N/A 200 0* 0* Cash flows from investing activities 0* 0* 0* 0* • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The authorised issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20232022. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. investors.‌ • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities The present Securities are Autocallable Securities linked to the UnderlyingFixed Rate Securities. ISIN: DE000GP3MRM2 XS2689001100‌ WKN: GP3MRM GP2LKU Common Code: 181992123 Underlying: Adidas AG (ISIN: DE000A1EWWW0) 268900110 Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi Xxxxxx XX, B-1210 Brussels, and/or Clearstream Banking AGBanking, Frankfurt am Mainsociété anonyme, Xxxxxxxxxxxxxxxxx 0000 Xxxxxx XX Xxxxxxx, 00000 Xxxxxxxx, Xxxxxxx X-0000 Xxxxxxxxxx (the xxx "Relevant Clearing System"). Currency, issue size, term of the Securities The Settlement Currency of the Securities is Euro US-Dollar ("EURUSD"). Issue Size: 100,000 Securities USD 100,000,000‌ The Securities have a fixed maturity. Rights attached to the Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guarantee Guaran- tee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. Effect of underlying instrument(s) on value of investment There investment‌ In the case of Fixed Rate Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal, subject to a termination of the Securities. Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and the coupon, i.e. the Fixed Coupon Rate. Settlement Date: 27 March 2026 Fixed Coupon Rate: The Fixed Coupon Rate is 4.15 per cent. p.a. Nominal: USD 1,000.00‌‌ Coupon Amount: Nominal multiplied by the Fixed Coupon Rate considering the Coupon Day Count Fraction (30/360) Coupon Payment Date(s): Coupon Payment Date (1): 27 March 2025‌ Coupon Payment Date (2): 27 March 2026 Relative seniority of the Securities‌ The Securities of each Series constitute direct, unsecured, and unsubordinated obligations of the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability of the Securities Subject to potential selling restrictions, the Securities will be freely transferable. Application for admission to trading on a relationship regulated market or for trading on an MTF Frankfurt Stock Exchange Nature and scope of the guarantee‌ The obligations of Goldman Sachs Finance Corp International Ltd to pay of the Settlement Amount and any other amounts payable pursuant to the terms and conditions of the Securities are unconditionally and irrevocably guaranteed by the guarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Brief description of the Guarantor‌ The Goldman Sachs Group, Inc. Legal Entity Identifier (LEI): 784F5XWPLTWKTBV3E584 The Goldman Sachs Group, Inc. is organised in the State of Delaware in the United States as a corporation pursuant to the Delaware General Corporation Law, having unlimited duration and registration number 2923466. The business address of the directors of The Goldman Sachs Group, Inc. is 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx. Relevant key financial information of the Guarantor‌ The following table shows selected key historical financial information prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) in relation to the Guarantor which is derived from the audited con- solidated financial statements as of 31 December 2023 for each of the two years in the period ended 31 December 2023 and 31 December 2022: Summary information – income statement (in millions USD, except per share‌‌ Year ended 31 December 2023 Year ended 31 December 2022 amounts) (audited) (audited) Selected income statement data Net interest income‌‌ 6,351 7,678 Commissions and fees‌‌ 3,789 4,034 Provision for credit losses‌‌ 1,028 2,715 Total net revenues‌‌ 46,254 47,365 Pre-tax earnings‌‌ 10,739 13,486 Net earnings‌‌ applicable to common 7,907 10,764 shareholders Earnings per common share (basic)‌‌ 23.05 30.42 Summary information – balance sheet (in millions USD)‌‌ As of 31 December 2023 As of 31 December 2022 (audited) (audited) Total assets‌‌ 1,641,594 1,441,799 Unsecured borrowings‌‌ excluding 304,871 295,163 subordinated borrowings Subordinated borrowings‌‌ 12,951 12,936 Customer and other receivables‌‌ 132,495 135,448 Customer and other payables‌‌ 230,728 262,045 Total liabilities and shareholders’ equity‌‌ 1,641,594 1,441,799 (in percent) Common Equity Tier 1 (CET1) capital ratio‌‌ 14.4 15.0 (Standardized) Total capital ratio (Standardized)‌‌ 18.1 19.1 Tier 1 leverage ratio‌‌ 7.0 7.3 Most material risk factors pertaining to the Guarantor‌ The Guarantor is subject to the following key risks: • Security Holders are exposed to the creditworthiness of GSG as guarantor of the Securities. GSG faces a variety of risks that are substantial and inherent in its businesses, including the following risks: Market risks, liquidity risks, credit risks, market developments and general business environment risks, operational risks, legal and regulatory risks and competition risks. If one of these risks materializes this may negatively affect GSG's earnings and/or finan- cial condition and, therefore, its ability to fulfil payment obligations as Guarantor under the Securities. In the event that neither GSFCI nor GSG are able to fulfil their obligations under the Securities the security holder may suffer a loss or even a total loss. The specific risk factors related to the Securities are described below:‌ • In the case of Fixed Rate Securities, the Settlement Amount at the end of the term equals the Nominal. The risk of loss to the Security Holder is accordingly limited to the difference between the economic value capital invested to purchase the Se- curities (including transaction costs incurred) and the Nominal plus coupon payments. However, the Security Holder remains exposed to the risks of the Issuer and the Guarantor, so the Security Holder may lose all the capital invested to purchase the Securities (including transaction costs incurred) on an insolvency of the Issuer and the Guarantor. For this reason among others, Fixed Rate Securities may be traded during their term at a price below the Nominal. Security Holders may therefore not rely on being able to sell their purchased Securities at any time during the term at a price equal to or above the Nominal. • The Securities provide during their term for a fixed coupon which is specified at the time of issuance. The Security Holder does not participate in an increase in market interest rates. In the case of increasing market interest rates, there is the risk with Securities with a fixed coupon that the price of the Securities may decrease during the term. • The Conditions of the Securities may provide for extraordinary termination by the Issuer in certain cases so that the Security Holder bears a risk of loss as the termination amount may be below the market price of the Securities. The Security Holder also bears the reinvestment risk in relation to the termination amount. • Security Holders bear an exchange rate risk if the account of the Security Holder is held in a currency different from the Settlement Currency of the Security. • Security Holders bear the risk that the Securities cannot be sold at a specific time or at a specific price during their term.‌ • Security Holders bear the risk of loss due to the tax treatment of the Securities. In addition, the tax assessment of the Securities may change. This may have a significant adverse effect on the price and redemption of the Securities and the economic value payment under the Securities. General terms, conditions and expected timetable of the Underlyingoffer‌ Start of offer in Germany: 4 March 2024 Issue Price for subscriptions during the subscription period: 100.00 per cent. Issue Date: 28 March 2024‌ The Securities are offered for subscription during the subscription period, i.e. from the start of offer in the respective offer state to including 25 March 2024. The value Issuer reserves the right to end the subscription period early. The Issuer is not obliged to accept subscription applications. Partial allocations are possible (in particular in the event of oversubscription). The Issuer is not obliged to issue subscribed Securities. Estimate of the Security will typically fall if total expenses charged to the price investor‌ The product-specific entry costs included in the Issue Price are 2.10 per cent. These costs are calculated based on the Issue Price above; for any costs at the time of the Underlying falls. The Securities have the characteristic such that the level of the Settlement Amount and the time for redemption purchase of the Securities depend on whether the Underlying Price has reached or exceeded the Settlement Level on a certain Valuation Date cost disclosure under Directive 2014/65/EU and Commission Delegated Regulation ("Early Settlement Event")EU) 0000/000 (XxXXX II Cost Disclosure) is relevant. If this is the case, The calculation of costs may change over the term of the Securities ends early Securities. The MiFID II Cost Disclosure includes also non-product specific costs which may be charged by a third party to the investor which have to be separately disclosed by the third party. Offeror‌ See the item entitled "The Offeror(s)" above. Use and estimated net amount of the proceeds‌ The proceeds from the Securities are redeemed early, whereby used to hedge the Settlement Amount equals payment obligations arising from the Calculation Amount multiplied by issuance of the Settlement Factor applicable toSecurities pursuant with agreement with Goldman Sachs International and for purposes of the Issuer's ordinary business activities (in any case the Issuer is free in the use of the proceeds of an issue of Securities). Date of underwriting agreement‌ 4 March 2024

Appears in 1 contract

Samples: assets.ctfassets.net

Introduction. Description and securities identification number The present securities are Autocallable Step Up & Step Down Securities linked to Adidas AG (the "Securities"). ISIN: DE000GP3MRM2 XS2688949341 WKN: GP3MRM GP2LET Common Code:181992123 Code: 268894934 The Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx Xxxxxxx. Competent authority The Base Prospectus was approved on 13 March 2024 23 February 2023 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), Xxxxx-Xxxxx-Xxx. 2400-2800, 60439 Frankfurt00000 Xxxxxxxxx, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs Bank Europe SE International ("GSBEGSI") or an appropriately licensed affiliate of GSBEGSI. GSFCI issues debt securities primarily to raise funding which is lent to affiliatesother members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors The directors of Goldman Sachs Finance Corp International Ltd. Ltd are Xxxxxx Xxxxxxxx, Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxx XxXxxxx, Xx Xxxxxxxx and Xxxxxxx Xxx Xxx XxxxXxxxxx Xxxxxxxx. Statutory Auditors The annual financial statements of GSFCI for the periods ended 31 December 2023 2022 and 31 December 2022 2021 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 0 Xxxx 7 More Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2023 2022 for each of the two years in the period ended 31 December 2023 2022 and 31 December 2022 2021 and from the unaudited interim financial statements for the six months ended 30 June 20242023. ** As values are nil they are not included in the financial statements as of 31 December 2023 and in the financial statements as of 31 December 2022 and/or in the interim financial statements for the six months ended 30 June 20242023. The Issuer is subject to the following key risks: Operating profit/(loss) 62 36 78 78 (1023) 78 Total assets 46,356 34,720 49,308 16,605 39,858 Total shareholder’s equity 000 000 000 709 184 514 Cash flows from operating activities (outflow) 6 1 (210) 4 3 24 Cash flows from financing activities N/A N/A 200 0* 0* Cash flows from investing activities 0* 0* 0* 0* x Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The authorised issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20232022. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. x Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. x Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities The present Securities are Autocallable Securities linked to the UnderlyingStep Up & Step Down Securities. ISIN: DE000GP3MRM2 XS2688949341 WKN: GP3MRM GP2LET Common Code: 181992123 Underlying: Adidas AG (ISIN: DE000A1EWWW0) 268894934 Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi Xxxxxx XX, B-1210 Brussels, and/or Clearstream Banking AGBanking, Frankfurt am Mainsociété anonyme, Xxxxxxxxxxxxxxxxx 0000 Xxxxxx XX Xxxxxxx, 00000 Xxxxxxxx, Xxxxxxx X-0000 Xxxxxxxxxx (the xxx "Relevant Clearing System"). Currency, issue issues size, term of the Securities The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: 100,000 Securities EUR 50,000,000 The Securities have a fixed maturity. Rights attached to the Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guarantee Guaran- tee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. Effect of underlying instrument(s) on value of investment There In the case of Step Up & Step Down Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal, subject to a termination of the Securities. Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and a relationship between fixed coupon, i.e. the economic value Fixed Step Rate for the respective Coupon Period in the Fixed Step Rate Period (as set out below). Settlement Date: 20 December 2027 Coupon Period: Means each period commencing on (and including) the Coupon Commencement Date or any Coupon Payment Date and ending on (but excluding) the next Coupon Payment, and each Coupon Period shall commence on or end on, as the case may be, the date on which the relevant Coupon Payment Date is scheduled to fall, disregarding any adjustment in accordance with the Business Day Convention (if any). Business Day Convention: If the Coupon Payment Date falls on a date which is not a Payment Date, the Coupon Payment Date shall not be adjusted in accordance with any Business Day Convention. Nominal: EUR 1,000.00 Coupon Amount: Nominal multiplied by the Fixed Step Rate considering the Coupon Day Count Fraction (30/360) Coupon Payment Date(s): Coupon Payment Date (1): 20 December 2024 Coupon Payment Date (2): 20 December 2025 Coupon Payment Date (3): 20 December 2026 Coupon Payment Date (4): 20 December 2027 Relative seniority of the Securities The Securities of each Series constitute direct, unsecured, and the economic value unsubordinated obligations of the Underlying. The value Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Security will typically fall if the price Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability of the Underlying fallsSecurities Subject to potential selling restrictions, the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF Stuttgart Stock Exchange Nature and scope of the guarantee The Securities have the characteristic such that the level obligations of Goldman Sachs Finance Corp International Ltd to pay of the Settlement Amount and any other amounts payable pursuant to the time for redemption terms and conditions of the Securities depend on whether are unconditionally and irrevocably guaranteed by the Underlying Price has reached or exceeded the Settlement Level on a certain Valuation Date ("Early Settlement Event"). If this is the caseguarantee of The Goldman Sachs Group, the term Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Brief description of the Securities ends early Guarantor The Goldman Sachs Group, Inc. Legal Entity Identifier (LEI): 784F5XWPLTWKTBV3E584 The Goldman Sachs Group, Inc. is organised in the State of Delaware in the United States as a corporation pursuant to the Delaware General Corporation Law, having unlimited duration and registration number 2923466. The business address of the Securities are redeemed earlydirectors of The Goldman Sachs Group, whereby the Settlement Amount equals the Calculation Amount multiplied by the Settlement Factor applicable toInc. is 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx. Coupon Period Fixed Step Rate Period Fixed Step Rate 1 From (including) 20 December 2023 till (exclud- ing) 20 December 2024 2.80 per cent. per annum

Appears in 1 contract

Samples: assets.ctfassets.net

Introduction. Description and securities identification number The present securities are Autocallable Step Up & Step Down Securities linked to Adidas AG (the "Securities"). ISIN: DE000GP3MRM2 XS2481055775 WKN: GP3MRM GK1T7V Valor: 30258294 Common Code:181992123 Code: 248105577 The Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx Xxxxxxx. Competent authority The Base Prospectus was approved on 13 March 2024 7 April 2022 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), XxxxxMarie- Curie-Xxxxx-XxxStr. 24-28, 60439 Frankfurt, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs Bank Europe SE International ("GSBEGSI") or an appropriately licensed affiliate of GSBEGSI. GSFCI issues debt securities primarily to raise funding which is lent to affiliatesother members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors The directors of Goldman Sachs Finance Corp International Ltd. are Xxxxxx Xxxxxxxx, Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxx XxXxxxx, Xx Xxxxxxxx and Xxxxxxx Xxx Xxx XxxxXxxxxx Xxxxxxxx. Statutory Auditors The annual financial statements of GSFCI for the periods ended 31 December 2023 2021 and 31 December 2022 2020 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 0 Xxxx 7 More Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2023 2021 for each of the two years in the period ended 31 December 2023 2021 and 31 December 2022 and 2020. Summary information – income statement Year ended 31 December 2021 (audited) Year ended 31 December 2020 (audited) IFRS (in millions USD) IFRS (in millions USD) Selected income statement data Operating profit 78 38 Summary information – balance sheet As of 31 December 2021 (audited) As of 31 December 2020 (audited) IFRS (in millions USD) IFRS (in millions USD) Total assets 16,605 15,518 Total shareholder’s equity 184 48 Summary information – cash flow Year ended 31 December 2021 (audited) Year ended 31 December 2020 (audited) IFRS (in millions USD) IFRS (in millions USD) Cash flows from the unaudited interim financial statements for the six months ended 30 June 2024. *operating ac- tivities (outflow) 4 (131) Cash flows from financing ac- tivities N/A 125 Cash flows from investing ac- tivities 0* 0* * As values are nil they are not included in the financial statements as of 31 December 2023 2021 and in the financial statements as of 31 December 2022 and/or in the interim financial statements for the six months ended 30 June 20242020. The Issuer is subject to the following key risks: Operating profit/(loss) 62 36 (10) 78 Total assets 46,356 34,720 49,308 Total shareholder’s equity 000 000 000 Cash flows from operating activities (outflow) 6 1 (210) 3 Cash flows from financing activities N/A N/A 200 0* Cash flows from investing activities 0* 0* 0* 0* • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The authorised issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20232019. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities The present Securities are Autocallable Securities linked to the UnderlyingStep Up & Step Down Securities. ISIN: DE000GP3MRM2 XS2481055775 WKN: GP3MRM GK1T7V Valor: 30258294 Common Code: 181992123 Underlying: Adidas AG (ISIN: DE000A1EWWW0) 248105577 Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi Xxxxxx XX, B-1210 Brussels, and/or Clearstream Banking AGBanking, Frankfurt am Mainsociété anonyme, Xxxxxxxxxxxxxxxxx 0000 Xxxxxx XX Xxxxxxx, 00000 Xxxxxxxx, Xxxxxxx X-0000 Xxxxxxxxxx (the xxx "Relevant Clearing System"). Currency, issue issues size, term of the Securities The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: 100,000 Securities The Securities have a fixed maturity. EUR 100,000,000 Rights attached to the Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guarantee Guaran- tee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. Effect of underlying instrument(s) on value of investment There is a relationship between the economic value of the Securities and the economic value of the Underlying. The value of the Security will typically fall if the price of the Underlying falls. The Securities have the characteristic such that the level of the Settlement Amount and the time for redemption of the Securities depend on whether the Underlying Price has reached or exceeded the Settlement Level on a certain Valuation Date ("Early Settlement Event"). If this is the case, the term of the Securities ends early and the Securities are redeemed early, whereby the Settlement Amount equals the Calculation Amount multiplied by the Settlement Factor applicable to.

Appears in 1 contract

Samples: assets.ctfassets.net

Introduction. Description and securities identification number number‌ The present securities are Autocallable Securities linked to Adidas Rheinmetall AG (the "Securities"). ISIN: DE000GP3MRM2 JE00BLS32K19 WKN: GP3MRM GK1T7U Valor: 116687193 Common Code:181992123 Code: 239021328 The Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx Competent authority The Base Prospectus was approved on 13 March 2024 6 July 2022 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), XxxxxMarie- Curie-Xxxxx-XxxStr. 24-28, 60439 Frankfurt, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs Bank Europe SE International ("GSBEGSI") or an appropriately licensed affiliate of GSBEGSI. GSFCI issues debt securities primarily to raise funding which is lent to affiliatesother members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors The directors of Goldman Sachs Finance Corp International Ltd. are Xxxxxx Xxxxxxxx, Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxx XxXxxxx, Xx Xxxxxxxx and Xxxxxxx Xxx Xxx XxxxXxxxxx Xxxxxxxx. Statutory Auditors Auditors‌ The annual financial statements of GSFCI for the periods ended 31 December 2023 2021 and 31 December 2022 2020 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 0 Xxxx 7 More Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2023 2021 for each of the two years in the period ended 31 December 2023 2021 and 31 December 2022 and 2020. Summary information – income statement Year ended 31 December 2021‌ (audited) Year ended 31 December 2020 (audited) (in millions USD) (in millions USD) Selected income statement data Operating profit‌‌ 78 38 Summary information – balance sheet As of 31 December 2021‌ (audited) As of 31 December 2020 (audited) (in millions USD) (in millions USD) Total assets‌‌ 16,605 15,518 Total shareholder’s equity‌‌ 184 48 Summary information – cash flow Year ended 31 December 2021‌ (audited) Year ended 31 December 2020 (audited) (in millions USD) (in millions USD) Cash flows from the unaudited interim financial statements for the six months ended 30 June 2024. *operating activities (outflow)‌‌ 4 (131) Cash flows from financing activities‌‌ N/A 125 Cash flows from investing activities‌ 0* 0* * As values are nil they are not included in the financial statements as of 31 December 2023 2021 and in the financial statements as of 31 December 2022 and/or in the interim financial statements for the six months ended 30 June 20242020. The Issuer is subject to the following key risks: Operating profit/(loss) 62 36 (10) 78 Total assets 46,356 34,720 49,308 Total shareholder’s equity 000 000 000 Cash flows from operating activities (outflow) 6 1 (210) 3 Cash flows from financing activities N/A N/A 200 0* Cash flows from investing activities 0* 0* 0* 0* risks:‌ • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The authorised issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20232019. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities The present Securities are Autocallable Securities linked to the Underlying. ISIN: DE000GP3MRM2 JE00BLS32K19 WKN: GP3MRM GK1T7U Valor: 116687193 Common Code: 181992123 239021328 Underlying: Adidas Rheinmetall AG (ISIN: DE000A1EWWW0DE0007030009) Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi Xxxxxx XX, B-1210 Brussels, and/or Clearstream Banking AGBanking, Frankfurt am Mainsociété anonyme, Xxxxxxxxxxxxxxxxx 0000 Xxxxxx XX Xxxxxxx, 00000 Xxxxxxxx, Xxxxxxx X-0000 Xxxxxxxxxx (the xxx "Relevant Clearing System"). Currency, issue issues size, term of the Securities The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: 100,000 10,000 Securities The Securities have a fixed maturity. Rights attached to the Securities Securities‌ The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guarantee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. Effect of underlying instrument(s) on value of investment There is a relationship between the economic value of the Securities and the economic value of the Underlying. The value of the Security will typically fall if the price of the Underlying falls. The Securities have the characteristic such that the level of the Settlement Amount and the time for redemption of the Securities depend on whether the Underlying Price has reached or exceeded the Settlement Level on a certain Valuation Date ("Early Settlement Event"). If this is the case, the term of the Securities ends early and the Securities are redeemed early, whereby the Settlement Amount equals the Calculation Amount multiplied by the Settlement Factor applicable to.

Appears in 1 contract

Samples: assets.ctfassets.net

Introduction. Description and securities identification number number‌ The present securities are Autocallable Step Up & Step Down Securities linked to Adidas AG (the "Securities"). ISIN: DE000GP3MRM2 XS2482248783‌ WKN: GP3MRM GP2K81 Valor: 126293873‌ Common Code:181992123 Code: 248224878 The Issuer Issuer‌ Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s) Offeror(s)‌ Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx Xxxxxxx. Competent authority authority‌ The Base Prospectus was approved on 13 March 2024 23 February 2023 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), Xxxxx-Xxxxx-Xxx. 2400-2800, 60439 Frankfurt00000 Xxxxxxxxx, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation incorporation‌ Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs Bank Europe SE International ("GSBEGSI") or an appropriately licensed affiliate of GSBEGSI. GSFCI issues debt securities primarily to raise funding which is lent to affiliatesother members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors Directors‌ The directors of Goldman Sachs Finance Corp International Ltd. are Xxxxxx Xxxxxxxx, Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxx XxXxxxx, Xx Xxxxxxxx and Xxxxxxx Xxx Xxx XxxxXxxxxx Xxxxxxxx. Statutory Auditors Auditors‌ The annual financial statements of GSFCI for the periods ended 31 December 2023 2022 and 31 December 2022 2021 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 0 Xxxx 7 More Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2023 2022 for each of the two years in the period ended 31 December 2023 2022 and 31 December 2022 and from the unaudited interim financial statements for the six months ended 30 June 20242021. ** As values are nil they are not included in the financial statements as of 31 December 2023 2022 and in the financial statements as of 31 December 2022 and/or in the interim financial statements for the six months ended 30 June 2024. 2021.‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌ The Issuer is subject to the following key risks: Operating profit/(loss) 62 36 (10) 78 Total assets 46,356 34,720 49,308 Total shareholder’s equity 000 000 000 Cash flows from operating activities (outflow) 6 1 (210) 3 Cash flows from financing activities N/A N/A 200 0* Cash flows from investing activities 0* 0* 0* 0* risks:‌ • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business Operating profit 36 78 Total assets 34,720 16,605 Total shareholder’s equity 709 184 Cash flows from operating activities (outflow) 1 4 Cash flows from financing activities N/A N/A Cash flows from investing activities 0* 0* activities. The authorised issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20232019. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities The present Securities are Autocallable Securities linked to the UnderlyingStep Up & Step Down Securities. ISIN: DE000GP3MRM2 XS2482248783‌‌‌ WKN: GP3MRM GP2K81 Valor: 126293873‌ Common Code: 181992123 Underlying: Adidas AG (ISIN: DE000A1EWWW0) 248224878 Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi Xxxxxx XX, B-1210 Brussels, and/or Clearstream Banking AGBanking, Frankfurt am Mainsociété anonyme, Xxxxxxxxxxxxxxxxx 0000 Xxxxxx XX Xxxxxxx, 00000 Xxxxxxxx, Xxxxxxx X-0000 Xxxxxxxxxx (the xxx "Relevant Clearing System"). Currency, issue issues size, term of the Securities Securities‌ The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: 100,000 Securities EUR 50,000,000‌ The Securities have a fixed maturity. Rights attached to the Securities Securities‌ The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guarantee Guaran- tee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. Effect of underlying instrument(s) on value of investment There is a relationship between the economic value of the Securities and the economic value of the Underlying. The value of the Security will typically fall if the price of the Underlying falls. The Securities have the characteristic such that the level of the Settlement Amount and the time for redemption of the Securities depend on whether the Underlying Price has reached or exceeded the Settlement Level on a certain Valuation Date ("Early Settlement Event"). If this is the case, the term of the Securities ends early and the Securities are redeemed early, whereby the Settlement Amount equals the Calculation Amount multiplied by the Settlement Factor applicable to.

Appears in 1 contract

Samples: assets.ctfassets.net

Introduction. Description and securities identification number The present securities are Autocallable Securities linked to Adidas AG Shell PLC (the "Securities"). ISIN: DE000GP3MRM2 XS2093940653 WKN: GP3MRM GK1T8Q Valor: 116687925 Common Code:181992123 Code: 209394065 The Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx Competent authority The Base Prospectus was approved on 13 March 2024 8 July 2021 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), XxxxxMarie- Curie-Xxxxx-XxxStr. 24-28, 60439 Frankfurt, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs Bank Europe SE International ("GSBEGSI") or an appropriately licensed affiliate of GSBEGSI. GSFCI issues debt securities primarily to raise funding which is lent to affiliatesother members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors The directors of Goldman Sachs Finance Corp International Ltd. are Xxxxxx Xxxxxxxx, Xxxxxxxx Xxxxxxx, Xxxxxx XxxxxXxxxx Xxxxxx, Xxxxxxx Xxxxx, Xxxxxxx XxXxxxx, Xx Xxxxxxxx Xxxxxxxxx Xxxxxxxx Mertz and Xxxxxxx Xxx Xxx XxxxXxxxxxx. Statutory Auditors The annual financial statements of GSFCI for the periods ended 31 December 2023 2020 and 31 December 2022 2019 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 0 Xxxx 7 More Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2023 2020 for each of the two years in the period ended 31 December 2023 2020 and 31 December 2022 2019 and from the unaudited interim financial statements for the six months ended 30 June 20242021. *The Financial Statements 2019 of the Issuer have been prepared under United Kingdom Generally Accepted Accounting Practices ("U.K. GAAP") in accordance with FRS 101 Reduced Disclosure Framework ("FRS 101"). As such, the Issuer has prepared IFRS transition disclosures required by IFRS 1 (First-time adoption of International Financial Reporting Standards). Summary information – income statement Year ended 31 December 2020 (audited) Year ended 31 December 2019 (audited) Six months ended 30 June 2021 (unaudited) Six months ended 30 June 2020 (unaudited) IFRS (in USD) millions IFRS (in USD) millions U.K. GAAP (in thousands USD) IFRS (in USD) millions IFRS (in USD) millions Selected statement data income Operating profit/(loss) 38 (2) (1,919) 48 (12) Summary information – balance sheet As of 31 December 2020 (audited) As of 31 December 2019 (audited) As of 30 June 2021 (unaudited) IFRS (in USD) millions IFRS (in USD) millions U.K. GAAP (in thousands USD) IFRS (in millions USD) Total assets 15,518 12,590 12,589,557 16,005 Total shareholder’s equity 48 23 22,736 103 Summary information – cash flow Year ended 31 December 2020 (audited) Year ended 31 December 2019 (audited) Six months ended 30 June 2021 (unaudited) Six months ended 30 June 2020 (unaudited) IFRS (in millions USD) IFRS (in millions USD) U.K. GAAP (in thousands USD) IFRS (in millions USD) IFRS (in millions USD) Cash flows from operating activities (outflow) (131) (22) (21,192) 11 10 Cash flows from financing activities 125 25 25,000 0.0* 0.0* Cash flows from investing activities 0.0* 0.0* 0.0 0.0* 0.0* * As values are nil they are not included in the financial statements as of 31 December 2023 2020 and in the financial statements as of 31 December 2022 and/or in the interim financial statements for the six months ended as 30 June 20242021. The Issuer is subject to the following key risks: Operating profit/(loss) 62 36 (10) 78 Total assets 46,356 34,720 49,308 Total shareholder’s equity 000 000 000 Cash flows from operating activities (outflow) 6 1 (210) 3 Cash flows from financing activities N/A N/A 200 0* Cash flows from investing activities 0* 0* 0* 0* • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The authorised issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20232019. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities The present Securities are Autocallable Securities linked to the Underlying. ISIN: DE000GP3MRM2 XS2093940653 WKN: GP3MRM GK1T8Q Valor: 116687925 Common Code: 181992123 209394065 Underlying: Adidas AG Shell PLC (ISIN: DE000A1EWWW0GB00BP6MXD84) Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi Xxxxxx XX, B-1210 Brussels, and/or Clearstream Banking AGBanking, Frankfurt am Mainsociété anonyme, Xxxxxxxxxxxxxxxxx 0000 Xxxxxx XX Xxxxxxx, 00000 Xxxxxxxx, Xxxxxxx X-0000 Xxxxxxxxxx (the xxx "Relevant Clearing System"). Currency, issue issues size, term of the Securities The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: 100,000 Securities EUR 15,000,000 The Securities have a fixed maturity. Rights attached to the Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guarantee Guaran- tee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. Effect of underlying instrument(s) on value of investment There is a relationship between the economic value of the Securities and the economic value of the Underlying. The value of the Security will typically fall if the price of the Underlying falls. The Securities have the characteristic such that the level of the Settlement Amount and the time for redemption of the Securities depend on whether the Underlying Price has reached or exceeded the Settlement Level on a certain Valuation Date ("Early Settlement Event"). If this is the case, the term of the Securities ends early and the Securities are redeemed early, whereby the Settlement Amount equals the Calculation Amount multiplied by the Settlement Factor applicable to.

Appears in 1 contract

Samples: assets.ctfassets.net

Introduction. Description and securities identification number The present securities are Autocallable Step Up & Step Down Securities linked to Adidas AG (the "Securities"). ISIN: DE000GP3MRM2 XS2481007024 WKN: GP3MRM GK1T7R Valor: 117747021 Common Code:181992123 Code: 248100702 The Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx Xxxxxxx. Competent authority The Base Prospectus was approved on 13 March 2024 7 April 2022 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), XxxxxMarie- Curie-Xxxxx-XxxStr. 24-28, 60439 Frankfurt, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs Bank Europe SE International ("GSBEGSI") or an appropriately licensed affiliate of GSBEGSI. GSFCI issues debt securities primarily to raise funding which is lent to affiliatesother members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors The directors of Goldman Sachs Finance Corp International Ltd. are Xxxxxx Xxxxxxxx, Xxxxxxxx Xxxxxxx, Xxxxxx XxxxxXxxxx Xxxxxx, Xxxxxxx Xxxxx, Xxxxxxx XxXxxxx, Xx Xxxxxxxx Xxxxxxxxx Xxxxxxxx Mertz and Xxxxxxx Xxx Xxx XxxxXxxxxxx. Statutory Auditors The annual financial statements of GSFCI for the periods ended 31 December 2023 2021 and 31 December 2022 2020 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 0 Xxxx 7 More Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2023 2021 for each of the two years in the period ended 31 December 2023 2021 and 31 December 2022 and 2020. Summary information – income statement Year ended 31 December 2021 (audited) Year ended 31 December 2020 (audited) IFRS (in millions USD) IFRS (in millions USD) Selected income statement data Operating profit 78 38 Summary information – balance sheet As of 31 December 2021 (audited) As of 31 December 2020 (audited) IFRS (in millions USD) IFRS (in millions USD) Total assets 16,605 15,518 Total shareholder’s equity 184 48 Summary information – cash flow Year ended 31 December 2021 (audited) Year ended 31 December 2020 (audited) IFRS (in millions USD) IFRS (in millions USD) Cash flows from the unaudited interim financial statements for the six months ended 30 June 2024. *operating ac- tivities (outflow) 4 (131) Cash flows from financing ac- tivities N/A 125 Cash flows from investing ac- tivities 0* 0* * As values are nil they are not included in the financial statements as of 31 December 2023 2021 and in the financial statements as of 31 December 2022 and/or in the interim financial statements for the six months ended 30 June 20242020. The Issuer is subject to the following key risks: Operating profit/(loss) 62 36 (10) 78 Total assets 46,356 34,720 49,308 Total shareholder’s equity 000 000 000 Cash flows from operating activities (outflow) 6 1 (210) 3 Cash flows from financing activities N/A N/A 200 0* Cash flows from investing activities 0* 0* 0* 0* • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The authorised issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20232019. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities The present Securities are Autocallable Securities linked to the UnderlyingStep Up & Step Down Securities. ISIN: DE000GP3MRM2 XS2481007024 WKN: GP3MRM GK1T7R Valor: 117747021 Common Code: 181992123 Underlying: Adidas AG (ISIN: DE000A1EWWW0) 248100702 Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi Xxxxxx XX, B-1210 Brussels, and/or Clearstream Banking AGBanking, Frankfurt am Mainsociété anonyme, Xxxxxxxxxxxxxxxxx 0000 Xxxxxx XX Xxxxxxx, 00000 Xxxxxxxx, Xxxxxxx X-0000 Xxxxxxxxxx (the xxx "Relevant Clearing System"). Currency, issue issues size, term of the Securities The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: 100,000 Securities The Securities have a fixed maturity. EUR 100,000,000 Rights attached to the Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guarantee Guaran- tee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. Effect of underlying instrument(s) on value of investment There is a relationship between the economic value of the Securities and the economic value of the Underlying. The value of the Security will typically fall if the price of the Underlying falls. The Securities have the characteristic such that the level of the Settlement Amount and the time for redemption of the Securities depend on whether the Underlying Price has reached or exceeded the Settlement Level on a certain Valuation Date ("Early Settlement Event"). If this is the case, the term of the Securities ends early and the Securities are redeemed early, whereby the Settlement Amount equals the Calculation Amount multiplied by the Settlement Factor applicable to.

Appears in 1 contract

Samples: assets.ctfassets.net

Introduction. Description and securities identification number The present securities are Autocallable Fixed Rate Securities linked to Adidas AG (the "Securities"). ISIN: DE000GP3MRM2 JE00BLS2Y917 WKN: GP3MRM GP2LD8 Common Code:181992123 Code: 181491027 The Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx Xxxxxxx. Competent authority The Base Prospectus was approved on 13 March 2024 23 February 2023 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), Xxxxx-Xxxxx-Xxx. 2400-2800, 60439 Frankfurt00000 Xxxxxxxxx, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs Bank Europe SE International ("GSBEGSI") or an appropriately licensed affiliate of GSBEGSI. GSFCI issues debt securities primarily to raise funding which is lent to affiliatesother members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors The directors of Goldman Sachs Finance Corp International Ltd. are Xxxxxx Xxxxxxxx, Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxx XxXxxxx, Xx Xxxxxxxx and Xxxxxxx Xxx Xxx XxxxXxxxxx Xxxxxxxx. Statutory Auditors The annual financial statements of GSFCI for the periods ended 31 December 2023 2022 and 31 December 2022 2021 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 0 Xxxx 7 More Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2023 2022 for each of the two years in the period ended 31 December 2023 2022 and 31 December 2022 and from the unaudited interim financial statements for the six months ended 30 June 20242021. ** As values are nil they are not included in the financial statements as of 31 December 2023 2022 and in the financial statements as of 31 December 2022 and/or in the interim financial statements for the six months ended 30 June 20242021. The Issuer is subject to the following key risks: Operating profit/(loss) 62 36 (10) 78 Total assets 46,356 34,720 49,308 Total shareholder’s equity 000 000 000 Cash flows from operating activities (outflow) 6 1 (210) 3 Cash flows from financing activities N/A N/A 200 0* Cash flows from investing activities 0* 0* 0* 0* • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into Operating profit 36 78 Total assets 34,720 16,605 Total shareholder’s equity 709 184 Cash flows from operating activities (outflow) 1 4 Cash flows from financing activities N/A N/A Cash flows from investing activities 0* 0* derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The authorised issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20232022. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities The present Securities are Autocallable Securities linked to the UnderlyingFixed Rate Securities. ISIN: DE000GP3MRM2 JE00BLS2Y917 WKN: GP3MRM GP2LD8 Common Code: 181992123 Underlying: Adidas AG (ISIN: DE000A1EWWW0) 181491027 Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi Xxxxxx XX, B-1210 Brussels, and/or Clearstream Banking AGBanking, Frankfurt am Mainsociété anonyme, Xxxxxxxxxxxxxxxxx 0000 Xxxxxx XX Xxxxxxx, 00000 Xxxxxxxx, Xxxxxxx X-0000 Xxxxxxxxxx (the xxx "Relevant Clearing System"). Currency, issue issues size, term of the Securities The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: 100,000 Securities The Securities have a fixed maturity. Rights attached to the Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guarantee Guaran- tee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. Effect of underlying instrument(s) on value of investment There In the case of Fixed Rate Securities, the Security Holder receives at maturity a Settlement Amount equal to the Calculation Amount, subject to a termination of the Securities. Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is a relationship between determined on the economic value basis of the Calculation Amount and the coupon, i.e. the Fixed Coupon Rate. Settlement Date: 24 October 2025 Fixed Coupon Rate: The Fixed Coupon Rate is 3.20 per cent. p.a. Calculation Amount: EUR 1,000.00 Coupon Amount: Calculation Amount multiplied by the Fixed Coupon Rate considering the Coupon Day Count Fraction (30/360) Coupon Payment Date(s): Annually, on the 24th of each October, starting on 24 October 2024 up to and including the scheduled Settlement Date Relative seniority of the Securities The Securities of each Series constitute direct, unsecured, and the economic value unsubordinated obligations of the Underlying. The value Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Security will typically fall if the price Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability of the Underlying fallsSecurities Subject to potential selling restrictions, the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF An admission to trading or listing of the Securities is not intended. Nature and scope of the guarantee The Securities have the characteristic such that the level obligations of Goldman Sachs Finance Corp International Ltd to pay of the Settlement Amount and any other amounts payable pursuant to the time for redemption terms and conditions of the Securities depend on whether are unconditionally and irrevocably guaranteed by the Underlying Price has reached guarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Brief description of the Guarantor The Goldman Sachs Group, Inc. Legal Entity Identifier (LEI): 784F5XWPLTWKTBV3E584 The Goldman Sachs Group, Inc. is organised in the State of Delaware in the United States as a corporation pursuant to the Delaware General Corporation Law, having unlimited duration and registration number 2923466. The business address of the directors of The Goldman Sachs Group, Inc. is 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx. Relevant key financial information of the Guarantor The following table shows selected key historical financial information prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) in relation to the Guarantor which is derived from the audited con- solidated financial statements as of 31 December 2022 for each of the two years in the period ended 31 December 2022 and 31 December 2021 and the unaudited consolidated financial statements for the period ended 30 June 2023: Summary information – income statement (in millions USD, except per share Year ended 31 Year ended 31 6-month- 6-month- amounts) December December period ended period ended 2022 (audited) 2021 (audited) 30 June 2023 30 June 2022 (unaudited) (unaudited) Selected income statement data Net interest income 7,678 6,470 3,465 3,561 Commissions and fees 4,034 3,590 1,981 2,084 Provision for credit losses 2,715 357 444 1,228 Total net revenues 47,365 59,339 23,119 24,797 Pre-tax earnings 13,486 27,044 5,729 8,200 Net earnings applicable to common 10,764 21,151 4,158 6,617 shareholders Earnings per common share (basic) 30.42 60.25 12.00 18.67 Summary information – balance sheet (in millions USD) As of 31 December 2022 (audited) As of 31 December 2021 (audited) As of 30 June 2023 (unaudited) Total assets 1,441,799 1,463,988 1,571,386 Unsecured borrowings excluding subordinated borrowings 295,163 284,155 288,063 Subordinated borrowings 12,936 16,892 12,806 Customer and other receivables 135,448 160,673 157,277 Customer and other payables 262,045 251,931 257,843 Total liabilities and shareholders’ equity 1,441,799 1,463,988 1,571,386 (in per cent.) Common Equity Tier 1 (CET1) capital ratio (standardized) 15.0 14.2 14.9 Total capital ratio (standardized) 19.1 17.9 18.8 Tier 1 leverage ratio 7.3 7.3 7.0 Most material risk factors pertaining to the Guarantor The Guarantor is subject to the following key risks: • Security Holders are exposed to the creditworthiness of GSG as guarantor of the Securities. GSG faces a variety of risks that are substantial and inherent in its businesses, including the following risks: Market risks, liquidity risks, credit risks, market developments and general business environment risks, operational risks, legal and regulatory risks and competition risks. If one of these risks materializes this may negatively affect GSG's earnings and/or finan- cial condition and, therefore, its ability to fulfil payment obligations as Guarantor under the Securities. In the event that neither GSFCI nor GSG are able to fulfil their obligations under the Securities the security holder may suffer a loss or exceeded even a total loss. The specific risk factors related to the Securities are described below: • In the case of Fixed Rate Securities, the Settlement Level Amount at the end of the term equals the Calculation Amount. The risk of loss to the Security Holder is accordingly limited to the difference between the capital invested to purchase the Securities (including transaction costs incurred) and the Calculation Amount plus coupon payments. However, the Security Holder remains exposed to the risks of the Issuer and the Guarantor, so the Security Holder may lose all the capital invested to purchase the Securities (including transaction costs incurred) on an insolvency of the Issuer and the Guarantor. For this reason among others, Fixed Rate Securities may be traded during their term at a price below the Calculation Amount. Security Holders may therefore not rely on being able to sell their purchased Securi- ties at any time during the term at a price equal to or above the Calculation Amount. • The Securities provide during their term for a fixed coupon which is specified at the time of issuance. The Security Holder does not participate in an increase in market interest rates. In the case of increasing market interest rates, there is the risk with Securities with a fixed coupon that the price of the Securities may decrease during the term. • The Conditions of the Securities may provide for extraordinary termination by the Issuer in certain Valuation Date cases so that the Security Holder bears a risk of loss as the termination amount may be below the market price of the Securities. The Security Holder also bears the reinvestment risk in relation to the termination amount. • Security Holders bear the risk that the Securities cannot be sold at a specific time or at a specific price during their term. General terms, conditions and expected timetable of the offer Start of offer in Germany: 2 October 2023 Issue Price for subscriptions during the subscription period: EUR 1,000.00 Issue Date: 26 October 2023 The Securities are offered for subscription during the subscription period, i.e. from the start of offer in the respective offer state to including 23 October 2023. The Issuer reserves the right to end the subscription period early. The Issuer is not obliged to accept subscription applications. Partial allocations are possible ("Early Settlement Event"in particular in the event of oversubscription). If this The Issuer is not obliged to issue subscribed Securities. Estimate of the case, total expenses charged to the investor The product-specific entry costs included in the Issue Price are EUR 19.00. These costs are calculated based on the Issue Price above; for any costs at the time of the purchase of the Securities the cost disclosure under Directive 2014/65/EU and Commission Delegated Regulation (EU) 0000/000 (XxXXX II Cost Disclosure) is relevant. The calculation of costs may change over the term of the Securities ends early Securities. The MiFID II Cost Disclosure includes also non-product specific costs which may be charged by a third party to the investor which have to be separately disclosed by the third party. Offeror See the item entitled "The Offeror(s)" above. Use and estimated net amount of the proceeds The proceeds from the Securities are redeemed early, whereby used to hedge the Settlement Amount equals payment obligations arising from the Calculation Amount multiplied by issuance of the Settlement Factor applicable toSecurities pursuant with agreement with Goldman Sachs International and for purposes of the Issuer's ordinary business activities (in any case the Issuer is free in the use of the proceeds of an issue of Securities). Date of underwriting agreement 2 October 2023

Appears in 1 contract

Samples: www.deka.de

Introduction. Description and securities identification number number‌ The present securities are Autocallable Fixed Rate Securities linked to Adidas AG (the "Securities"). ISIN: DE000GP3MRM2 XS2769346946‌ WKN: GP3MRM Common Code:181992123 XX0XX0 Xxxxxx Code: 276934694 The Issuer Issuer‌ Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s) Offeror(s)‌ Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx Xxxxxxx. Competent authority authority‌ The Base Prospectus was approved on 13 March 19 February 2024 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), Xxxxx-Xxxxx-Xxx. 2400-2800, 60439 Frankfurt00000 Xxxxxxxxx, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation incorporation‌ Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs Bank Europe SE International ("GSBEGSI") or an appropriately licensed affiliate of GSBEGSI. GSFCI issues debt securities primarily to raise funding which is lent to affiliatesother members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors Directors‌ The directors of Goldman Sachs Finance Corp International Ltd. are Xxxxxx Xxxxxxxx, Xxxxxxxx Xxxxxxx, Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxx XxXxxxx, Xx Xxxxxxxx and Xxxxxxx Xxx Xxx Xxxx. Statutory Auditors Auditors‌ The annual financial statements of GSFCI for the periods ended 31 December 2023 2022 and 31 December 2022 2021 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 0 Xxxx 7 More Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2023 2022 for each of the two years in the period ended 31 December 2023 2022 and 31 December 2022 2021 and from the unaudited interim financial statements for the six months ended 30 June 20242023. ** As values are nil they are not included in the financial statements as of 31 December 2023 and in the financial statements as of 31 December 2022 and/or in the interim financial statements for the six months ended 30 June 2024. The Issuer is subject to the following key risks: 2023.‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌ Operating profit/(loss) 62 36 78 78 (1023) 78 Total assets 46,356 34,720 49,308 16,605 39,858 Total shareholder’s equity 000 000 000 709 184 514 Cash flows from operating activities (outflow) 6 1 (210) 4 3 24 Cash flows from financing activities N/A N/A 200 0* 0* Cash flows from investing activities 0* 0* 0* 0* The Issuer is subject to the following key risks:‌ • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The authorised issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20232022. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities Securities‌ The present Securities are Autocallable Securities linked to the UnderlyingFixed Rate Securities. ISIN: DE000GP3MRM2 XS2769346946‌ WKN: GP3MRM Common XX0XX0 Xxxxxx Code: 181992123 Underlying: Adidas AG (ISIN: DE000A1EWWW0) 276934694 Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi Xxxxxx XX, B-1210 Brussels, and/or Clearstream Banking AGBanking, Frankfurt am Mainsociété anonyme, Xxxxxxxxxxxxxxxxx 0000 Xxxxxx XX Xxxxxxx, 00000 Xxxxxxxx, Xxxxxxx X-0000 Xxxxxxxxxx (the xxx "Relevant Clearing System"). Currency, issue size, term of the Securities Securities‌ The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: 100,000 Securities EUR 5,000,000‌ The Securities have a fixed maturity. Rights attached to the Securities Securities‌ The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guarantee Guaran- tee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. Effect of underlying instrument(s) on value of investment There investment‌ In the case of Fixed Rate Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal, subject to a termination of the Securities. Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and the coupon, i.e. the Fixed Coupon Rate.‌ Settlement Date: 16 May 2026 Fixed Coupon Rate: The Fixed Coupon Rate is 3.10 per cent. p.a. Nominal: EUR 1,000.00‌ Coupon Amount: Nominal multiplied by the Fixed Coupon Rate considering the Coupon Day Count Fraction (30/360) Coupon Payment Date(s): Coupon Payment Date (1): 16 May 2025‌ Coupon Payment Date (2): 16 May 2026 Relative seniority of the Securities‌ The Securities of each Series constitute direct, unsecured, and unsubordinated obligations of the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability of the Securities‌ Subject to potential selling restrictions, the Securities will be freely transferable. Application for admission to trading on a relationship regulated market or for trading on an MTF‌ Frankfurt Stock Exchange Nature and scope of the guarantee‌ The obligations of Goldman Sachs Finance Corp International Ltd to pay of the Settlement Amount and any other amounts payable pursuant to the terms and conditions of the Securities are unconditionally and irrevocably guaranteed by the guarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Brief description of the Guarantor‌ The Goldman Sachs Group, Inc. Legal Entity Identifier (LEI): 784F5XWPLTWKTBV3E584 The Goldman Sachs Group, Inc. is organised in the State of Delaware in the United States as a corporation pursuant to the Delaware General Corporation Law, having unlimited duration and registration number 2923466. The business address of the directors of The Goldman Sachs Group, Inc. is 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx. Relevant key financial information of the Guarantor The following table shows selected key historical financial information prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) in relation to the Guarantor which is derived from the audited con- solidated financial statements as of 31 December 2023 for each of the two years in the period ended 31 December 2023 and 31 December 2022: Summary information – income statement (in millions USD, except per share amounts)‌‌ Year ended 31 December 2023 (audited) Year ended 31 December 2022 (audited) Selected income statement data Net interest income‌‌ 6,351 7,678 Commissions and fees‌‌ 3,789 4,034 Provision for credit losses‌‌ 1,028 2,715 Total net revenues‌‌ 46,254 47,365 Pre-tax earnings‌‌ 10,739 13,486 Net earnings applicable‌‌ to common 7,907 10,764 shareholders Earnings per common share (basic)‌‌ 23.05 30.42 Summary information – balance sheet (in millions USD)‌‌ As of 31 December 2023 As of 31 December 2022 (audited) (audited) Total assets‌‌ 1,641,594 1,441,799 Unsecured borrowings‌‌ excluding 304,871 295,163 subordinated borrowings Subordinated borrowings‌‌ 12,951 12,936 Customer and other receivables‌‌ 132,495 135,448 Customer and other payables‌‌ 230,728 262,045 Total liabilities and shareholders’ equity‌‌ 1,641,594 1,441,799 (in percent) Common Equity Tier 1 (CET1) capital ratio‌‌ 14.4 15.0 (Standardized) Total capital ratio (Standardized)‌‌ 18.1 19.1 Tier 1 leverage ratio‌‌ 7.0 7.3 Most material risk factors pertaining to the Guarantor The Guarantor is subject to the following key risks: • Security Holders are exposed to the creditworthiness of GSG as guarantor of the Securities. GSG faces a variety of risks that are substantial and inherent in its businesses, including the following risks: Market risks, liquidity risks, credit risks, market developments and general business environment risks, operational risks, legal and regulatory risks and competition risks. If one of these risks materializes this may negatively affect GSG's earnings and/or finan- cial condition and, therefore, its ability to fulfil payment obligations as Guarantor under the Securities. In the event that neither GSFCI nor GSG are able to fulfil their obligations under the Securities the security holder may suffer a loss or even a total loss.‌ The specific risk factors related to the Securities are described below: • In the case of Fixed Rate Securities, the Settlement Amount at the end of the term equals the Nominal. The risk of loss to the Security Holder is accordingly limited to the difference between the economic value capital invested to purchase the Se- curities (including transaction costs incurred) and the Nominal plus coupon payments. However, the Security Holder remains exposed to the risks of the Issuer and the Guarantor, so the Security Holder may lose all the capital invested to purchase the Securities (including transaction costs incurred) on an insolvency of the Issuer and the Guarantor. For this reason among others, Fixed Rate Securities may be traded during their term at a price below the Nominal. Security Holders may therefore not rely on being able to sell their purchased Securities at any time during the term at a price equal to or above the Nominal. • The Securities provide during their term for a fixed coupon which is specified at the time of issuance. The Security Holder does not participate in an increase in market interest rates. In the case of increasing market interest rates, there is the risk with Securities with a fixed coupon that the price of the Securities may decrease during the term. • The Conditions of the Securities may provide for extraordinary termination by the Issuer in certain cases so that the Security Holder bears a risk of loss as the termination amount may be below the market price of the Securities. The Security Holder also bears the reinvestment risk in relation to the termination amount.‌ • Security Holders bear the risk that the Securities cannot be sold at a specific time or at a specific price during their term. • Security Holders bear the risk of loss due to the tax treatment of the Securities. In addition, the tax assessment of the Securities may change. This may have a significant adverse effect on the price and redemption of the Securities and the economic value payment under the Securities. General terms, conditions and expected timetable of the Underlyingoffer‌ Start of offer in Germany: 3 May 2024 Issue Price for subscriptions during the subscription period: 100.00 per cent. Issue Date: 16 May 2024‌ The Securities are offered for subscription during the subscription period, i.e. from the start of offer in the respective offer state to including 9 May 2024. The value Issuer reserves the right to end the subscription period early. The Issuer is not obliged to accept subscription applications. Partial allocations are possible (in particular in the event of oversubscription). The Issuer is not obliged to issue subscribed Securities. Estimate of the Security will typically fall if total expenses charged to the price investor‌ The product-specific entry costs included in the Issue Price are 1.40 per cent. These costs are calculated based on the Issue Price above; for any costs at the time of the Underlying falls. The Securities have the characteristic such that the level of the Settlement Amount and the time for redemption purchase of the Securities depend on whether the Underlying Price has reached or exceeded the Settlement Level on a certain Valuation Date cost disclosure under Directive 2014/65/EU and Commission Delegated Regulation ("Early Settlement Event")EU) 0000/000 (XxXXX II Cost Disclosure) is relevant. If this is the case, The calculation of costs may change over the term of the Securities ends early Securities. The MiFID II Cost Disclosure includes also non-product specific costs which may be charged by a third party to the investor which have to be separately disclosed by the third party. Offeror‌ See the item entitled "The Offeror(s)" above. Use and estimated net amount of the proceeds‌ The proceeds from the Securities are redeemed early, whereby used to hedge the Settlement Amount equals payment obligations arising from the Calculation Amount multiplied by issuance of the Settlement Factor applicable toSecurities pursuant with agreement with Goldman Sachs International and for purposes of the Issuer's ordinary business activities (in any case the Issuer is free in the use of the proceeds of an issue of Securities). Date of underwriting agreement‌ 3 May 2024

Appears in 1 contract

Samples: assets.ctfassets.net

Introduction. Description and securities identification number The present securities are Autocallable Securities linked to Adidas AG the MSCI World 4.5% Decrement Index (the "Securities"). ISIN: DE000GP3MRM2 DE000GP3MN55 WKN: GP3MRM GP3MN5 Common Code:181992123 Code: 181991127 The Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx Competent authority The Base Prospectus was approved on 13 March 2024 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), XxxxxMa- rie-XxxxxCurie-XxxStr. 24-28, 60439 Frankfurt, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs Bank Europe SE ("GSBE") or an appropriately licensed affiliate of GSBE. GSFCI issues debt securities primarily to raise funding which is lent to affiliates. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors The directors of Goldman Sachs Finance Corp International Ltd. are Xxxxxx Xxxxxxxx, Xxxxxxxx Xxxxxxx, Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxx XxXxxxx, Xx Xxxxxxxx and Xxxxxxx Xxx Xxx Xxxx. Statutory Auditors The annual financial statements of GSFCI for the periods ended 31 December 2023 and 31 December 2022 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 0 Xxxx Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2023 for each of the two years in the period ended 31 December 2023 and 31 December 2022 and from the unaudited interim financial statements for the six months ended 30 June 2024. *As values are nil they are not included in the financial statements as of 31 December 2023 and in the financial statements as of 31 December 2022 and/or in the interim financial statements for the six months ended 30 June 2024. The Issuer is subject to the following key risks: Operating profit/(loss) 62 36 (10) 78 Total assets 46,356 34,720 49,308 Total shareholder’s equity 000 000 000 Cash flows from operating activities (outflow) 6 1 (210) 3 Cash flows from financing activities N/A N/A 200 0* Cash flows from investing activities 0* 0* 0* 0* The Issuer is subject to the following key risks: • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The authorised share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 2023. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities The present Securities are Autocallable Securities linked to the Underlying. ISIN: DE000GP3MRM2 DE000GP3MN55 WKN: GP3MRM GP3MN5 Common Code: 181992123 181991127 Underlying: Adidas AG MSCI World 4.5% Decrement Index (ISINReuters Code: DE000A1EWWW0.MIWO04500DEU) Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Clearstream Banking AG, Frankfurt am Main, Xxxxxxxxxxxxxxxxx 00, 00000 Xxxxxxxx, Xxxxxxx (the "Relevant Clearing System"). Currency, issue size, term of the Securities The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: 100,000 50,000 Securities The Securities have a fixed maturity. Rights attached to the Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guarantee Guaran- tee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. Effect of underlying instrument(s) on value of investment There is a relationship between the economic value of the Securities and the economic value of the Underlying. The value of the Security will typically fall if the price of the Underlying falls. The Securities have the characteristic such that the level of the Settlement Amount and the time for redemption of the Securities depend on whether the Underlying Price has reached or exceeded the Settlement Level on a certain Valuation Date ("Early Settlement Event"). If this is the case, the term of the Securities ends early and the Securities are redeemed early, whereby the Settlement Amount equals the Calculation Amount multiplied by the Settlement Factor applicable to.

Appears in 1 contract

Samples: assets.ctfassets.net

Introduction. Description and securities identification number The present securities are Autocallable Fixed Rate Securities linked to Adidas AG (the "Securities"). ISIN: DE000GP3MRM2 WKNXX00XXX00X00 XXX: GP3MRM GK1T7M Valor: 117745659 Common Code:181992123 Code: 179022753 The Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx Xxxxxxx. Competent authority The Base Prospectus was approved on 13 March 2024 7 April 2022 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), XxxxxMarie- Curie-Xxxxx-XxxStr. 24-28, 60439 Frankfurt, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs Bank Europe SE International ("GSBEGSI") or an appropriately licensed affiliate of GSBEGSI. GSFCI issues debt securities primarily to raise funding which is lent to affiliatesother members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors The directors of Goldman Sachs Finance Corp International Ltd. are Xxxxxx Xxxxxxxx, Xxxxxxxx Xxxxxxx, Xxxxxx XxxxxXxxxx Xxxxxx, Xxxxxxx Xxxxx, Xxxxxxx XxXxxxx, Xx Xxxxxxxx Xxxxxxxxx Xxxxxxxx Mertz and Xxxxxxx Xxx Xxx XxxxXxxxxxx. Statutory Auditors The annual financial statements of GSFCI for the periods ended 31 December 2023 2021 and 31 December 2022 2020 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 0 Xxxx 7 More Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2023 2021 for each of the two years in the period ended 31 December 2023 2021 and 31 December 2022 and from the unaudited interim financial statements for the six months 2020. Summary information ±income statement Year ended 30 June 2024. *31 December 2021 (audited) Year ended 31 December 2020 (audited) (in millions USD) (in millions USD) Selected income statement data Operating profit 78 38 Summary information ±balance sheet As values are nil they are not included in the financial statements as of 31 December 2023 and in the financial statements as 2021 (audited) As of 31 December 2022 and/or 2020 (audited) (in the interim financial statements for the six months millions USD) (in millions USD) Total assets 16,605 15,518 7RWDO VKDUHKR 184 48 Summary information ±cash flow Year ended 30 June 2024. 31 December 2021 (audited) Year ended 31 December 2020 (audited) (in millions USD) (in millions USD) Cash flows from operating ac- tivities (outflow) 4 (131) Cash flows from financing ac- tivities N/A 125 Cash flows from investing ac- tivities 0* 0* The Issuer is subject to the following key risks: Operating profit/(loss) 62 36 (10) 78 Total assets 46,356 34,720 49,308 Total shareholder’s equity 000 000 000 Cash flows from operating activities (outflow) 6 1 (210) 3 Cash flows from financing activities N/A N/A 200 0* Cash flows from investing activities 0* 0* 0* 0* • x Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The authorised issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20232019. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. x Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. x Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive WR *6)&,¶V OLTXLGLW\ $ UHGXUFVWHLOR\Q DLIQI H*F6W* ¶*V6 )F&U,H¶G position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt marketsLWV FUHGLW ULVN *6&),¶V OLTXLGLW\ FeRbt XmaOrkGets , an inability to aEn Hina bilLityPtoS access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities The present Securities are Autocallable Securities linked to the UnderlyingFixed Rate Securities. ISIN: DE000GP3MRM2 WKNXX00XXX00X00 XXX: GP3MRM GK1T7M Valor: 117745659 Common Code: 181992123 Underlying: Adidas AG (ISIN: DE000A1EWWW0) 179022753 Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi Xxxxxx XX, B-1210 Brussels, and/or Clearstream Banking AGBanking, Frankfurt am Mainsociété anonyme, Xxxxxxxxxxxxxxxxx 0000 Xxxxxx XX Xxxxxxx, 00000 Xxxxxxxx, Xxxxxxx X-0000 Xxxxxxxxxx (the xxx "Relevant Clearing System"). Currency, issue issues size, term of the Securities The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: 100,000 Securities The Securities have a fixed maturity. Rights attached to the Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guarantee Guaran- tee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. Effect In the case of underlying instrument(sFixed Rate Securities, the Security Holder receives at maturity a Settlement Amount equal to the Calculation Amount, subject to a termination of the Securities. Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on value the basis of investment There the Calculation Amount and the coupon, i.e. the Fixed Coupon Rate. Settlement Date: 25 July 2025 Fixed Coupon Rate: The Fixed Coupon Rate is 2.35 per cent. p.a. Business Day Convention: If the Coupon Payment Date falls on a relationship between date which is not a Payment Date, then the economic value Security Holder shall not be entitled to payment until the next such Payment Date in the relevant place. The Security Holder shall not be entitled to further interest or other payment in respect of such delay nor, as the case may be, shall the amount of interest to be paid be reduced due to such deferment. Calculation Amount: EUR 1,000.00 Coupon Amount: Calculation Amount multiplied by the Fixed Coupon Rate considering the Coupon Day Count Fraction (30/360 ISDA) Coupon Payment Date(s): Annually, on 25th of each July, starting on 25 July 2023 up to and including the scheduled Settlement Date, each subject to the Business Day Convention. Relative seniority of the Securities The Securities of each Series constitute direct, unsecured, and the economic value unsubordinated obligations of the Underlying. The value Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Security will typically fall if the price Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability of the Underlying fallsSecurities Subject to potential selling restrictions, the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF An admission to trading or listing of the Securities is not intended. Nature and scope of the guarantee The Securities have the characteristic such that the level obligations of Goldman Sachs Finance Corp International Ltd to pay of the Settlement Amount and any other amounts payable pursuant to the time for redemption terms and conditions of the Securities depend on whether are unconditionally and irrevocably guaranteed by the Underlying Price has reached or exceeded guarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Brief description of the Settlement Level on Guarantor The Goldman Sachs Group, Inc. Legal Entity Identifier (LEI): 784F5XWPLTWKTBV3E584 The Goldman Sachs Group, Inc. is organised in the State of Delaware in the United States as a certain Valuation Date corporation pursuant to the Delaware General Corporation Law, having unlimited duration and registration number 2923466. The business address of the directors of The Goldman Sachs Group, Inc. is 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx. Relevant key financial information of the Guarantor The following table shows selected key historical financial information prepared in accordance with accounting principles generally accepted in the United States ("Early Settlement Event")U.S. GAAP) in relation to the Guarantor which is derived from the audited consolidated financial statements as of 31 December 2021 for each of the two years in the period ended 31 December 2021 and 31 December 2020 and the unaudited consolidated financial statements for the period ended 31 March 2022: Summary information ±income statement (in millions USD, except per share Year ended 31 Year ended 31 3-month-pe- 3-month-pe- amounts) December December riod ended 31 riod ended 31 2021 (audited) 2020 (audited) March 2022 March 2021 (unaudited) (unaudited) Selected income statement data Net interest income 6,470 4,751 1,827 1,482 Commissions and fees 3,619 3,548 1,011 1,073 Provision for credit losses 357 3,098 561 -70 Total net revenues 59,339 44,560 12,933 17,704 Pre-tax earnings 27,044 12,479 4,656 8,337 Net earnings applicable to common share- holders 21,151 8,915 3,831 6,711 Earnings per common share (basic) 60.25 24.94 10.87 18.80 Summary information ±balance sheet (in millions USD) As of 31 December 2021 (audited) As of 31 December 2020 (audited) As of 31 March 2022 (unaudited) Total assets 1,463,988 1,163,028 1,589,441 Unsecured borrowings excluding subordi- nated borrowings 287,642 251,247 303,137 Subordinated borrowings 13,405 15,104 13,331 Customer and other receivables 160,673 121,331 174,637 Customer and other payables 251,931 190,658 292,981 7RWDO OLDELOLWLHV 1,463,988 1,163,028 1,589,441 (in per cent.) Common Equity Tier 1 (CET1) capital ra- tio (standardized) 14.2 14.7 14.4 Total capital ratio (standardized) 17.9 19.5 18.1 Tier 1 leverage ratio 7.3 8.1 7.1 Most material risk factors pertaining to the Guarantor The Guarantor is subject to the following key risks: x Security Holders are exposed to the creditworthiness of GSG as guarantor of the Securities. GSG faces a variety of risks that are substantial and inherent in its businesses, including the following risks: Market risks, liquidity risks, credit risks, market developments and general business environment risks, operational risks, legal and regulatory risks and competition risks. If one of these risks materializes this is may negatively affect GSG's earnings and/or finan- cial condition and, therefore, its ability to fulfil payment obligations as Guarantor under the case, Securities. In the term of event that neither GSFCI nor GSG are able to fulfil their obligations under the Securities ends early and the security holder may suffer a loss or even a total loss. The specific risk factors related to the Securities are redeemed early, whereby the Settlement Amount equals the Calculation Amount multiplied by the Settlement Factor applicable todescribed below:

Appears in 1 contract

Samples: assets.ctfassets.net

Introduction. Description and securities identification number The present securities are Autocallable Step Up & Step Down Securities linked to Adidas AG (the "Securities"). ISIN: DE000GP3MRM2 XS2689069321 WKN: GP3MRM GP2LFL Common Code:181992123 Code: 268906932 The Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx Xxxxxxx. Competent authority The Base Prospectus was approved on 13 March 2024 23 February 2023 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), Xxxxx-Xxxxx-Xxx. 24-28, 60439 Frankfurt, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs Bank Europe SE International ("GSBEGSI") or an appropriately licensed affiliate of GSBEGSI. GSFCI issues debt securities primarily to raise funding which is lent to affiliatesother members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors The directors of Goldman Sachs Finance Corp International Ltd. Ltd are Xxxxxx Xxxxxxxx, Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxx XxXxxxx, Xx Xxxxxxxx and Xxxxxxx Xxx Xxx XxxxXxxxxx Xxxxxxxx. Statutory Auditors The annual financial statements of GSFCI for the periods ended 31 December 2023 2022 and 31 December 2022 2021 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 0 Xxxx Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2023 2022 for each of the two years in the period ended 31 December 2023 2022 and 31 December 2022 2021 and from the unaudited interim financial statements for the six months ended 30 June 20242023. ** As values are nil they are not included in the financial statements as of 31 December 2023 and in the financial statements as of 31 December 2022 and/or in the interim financial statements for the six months ended 30 June 20242023. The Issuer is subject to the following key risks: Operating profit/(loss) 62 36 78 78 (1023) 78 Total assets 46,356 34,720 49,308 16,605 39,858 Total shareholder’s equity 000 000 000 709 184 514 Cash flows from operating activities (outflow) 6 1 (210) 4 3 24 Cash flows from financing activities N/A N/A 200 0* 0* Cash flows from investing activities 0* 0* 0* 0* The Issuer is subject to the following key risks: • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The authorised issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20232022. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities The present Securities are Autocallable Securities linked to the UnderlyingStep Up & Step Down Securities. ISIN: DE000GP3MRM2 XS2689069321 WKN: GP3MRM GP2LFL Common Code: 181992123 Underlying: Adidas AG (ISIN: DE000A1EWWW0) 268906932 Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 0 Xxxxxxxxx xx Xxx Xxxxxx XX, B-1210 Brussels, and/or Clearstream Banking AGBanking, Frankfurt am Mainsociété anonyme, Xxxxxxxxxxxxxxxxx 0000 Xxxxxx XX Xxxxxxx, 00000 Xxxxxxxx, Xxxxxxx X-0000 Xxxxxxxxxx (the "Relevant Clearing System"). Currency, issue issues size, term of the Securities The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: 100,000 Securities EUR 75,000,000 The Securities have a fixed maturity. Rights attached to the Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guarantee Guaran- tee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. Effect of underlying instrument(s) on value of investment There In the case of Step Up & Step Down Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal, subject to a termination of the Securities. Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and a relationship between fixed coupon, i.e. the economic value Fixed Step Rate for the respective Coupon Period in the Fixed Step Rate Period (as set out below). Settlement Date: 22 January 2030 Coupon Period: Means each period commencing on (and including) the Coupon Commencement Date or any Coupon Payment Date and ending on (but excluding) the next Coupon Payment, and each Coupon Period shall commence on or end on, as the case may be, the date on which the relevant Coupon Payment Date is scheduled to fall, disregarding any adjustment in accordance with the Business Day Convention (if any). Business Day Convention: If the Coupon Payment Date falls on a date which is not a Payment Date, the Coupon Payment Date shall not be adjusted in accordance with any Business Day Convention. Nominal: EUR 1,000.00 Coupon Amount: Nominal multiplied by the Fixed Step Rate considering the Coupon Day Count Fraction (30/360) Coupon Payment Date(s): Coupon Payment Date (1): 22 January 2025 Coupon Payment Date (2): 22 January 2026 Coupon Payment Date (3): 22 January 2027 Coupon Payment Date (4): 22 January 2028 Coupon Payment Date (5): 22 January 2029 Coupon Payment Date (6): 22 January 2030 Relative seniority of the Securities The Securities of each Series constitute direct, unsecured, and the economic value unsubordinated obligations of the Underlying. The value Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Security will typically fall if the price Issuer, save for those obligations that may be preferred by provisions of the Underlying fallslaw that are mandatory and of general application. The Securities have the characteristic such that the level of the Settlement Amount and the time for redemption Restrictions on free transferability of the Securities depend on whether Subject to potential selling restrictions, the Underlying Price has reached or exceeded the Settlement Level Securities will be freely transferable. Application for admission to trading on a certain Valuation Date regulated market or for trading on an MTF Stuttgart Stock Exchange Coupon Period Fixed Step Rate Period Fixed Step Rate 1 From ("Early Settlement Event")including) 22 January 2024 till (excluding) 22 January 2025 3.00 per cent. If this is the case, the term of the Securities ends early and the Securities are redeemed early, whereby the Settlement Amount equals the Calculation Amount multiplied by the Settlement Factor applicable toper annum

Appears in 1 contract

Samples: assets.ctfassets.net