GS Finance Corp.
$
Autocallable Absolute Return Trigger S&P 500®
Index-Linked Notes due
guaranteed by
The Goldman Sachs Group, Inc.
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· |
if the index return is greater than between 28.5% and 33.44%, $1,000;
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if the index return is greater than zero but less than or equal to between 28.5% and 33.44%, the sum of (a) $1,000 plus (b) the product of $1,000 times the index return;
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if the index return is equal to or less than zero but greater than or equal to 17%, the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) the of the absolute value of the index return; or
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if the index return is less than 17%, $1,000.
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Original issue date:
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expected to be , 2018
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Original issue price:
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100% of the face amount
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Underwriting discount:
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% of the face amount
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Net proceeds to the issuer:
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% of the face amount
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Estimated Value of Your Notes
The estimated value of your notes at the time the terms of your notes are set on the trade date (as determined by reference to pricing models used by Goldman Sachs & Co. LLC (GS&Co.) and
taking into account our credit spreads) is expected to be between $950 and $980 per $1,000 face amount, which is less than the original issue price. The
value of your notes at any time will reflect many factors and cannot be predicted; however, the price (not including GS&Co.’s customary bid and ask spreads) at which GS&Co. would initially buy or sell notes (if it makes a
market, which it is not obligated to do) and the value that GS&Co. will initially use for account statements and otherwise is equal to approximately the estimated value of your notes at the time of pricing, plus an additional
amount (initially equal to $ per $1,000 face amount).
Prior to , the price (not including GS&Co.’s customary bid and ask spreads) at which GS&Co. would
buy or sell your notes (if it makes a market, which it is not obligated to do) will equal approximately the sum of (a) the then-current estimated value of your notes (as determined by reference to GS&Co.’s pricing models) plus (b)
any remaining additional amount (the additional amount will decline to zero on a straight-line basis from the time of pricing through ). On and after , the price (not including GS&Co.’s customary bid and
ask spreads) at which GS&Co. would buy or sell your notes (if it makes a market) will equal approximately the then-current estimated value of your notes determined by reference to such pricing models.
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About Your Prospectus
The notes are part of the Medium-Term Notes, Series E program of GS Finance Corp. and are fully and unconditionally guaranteed by The
Goldman Sachs Group, Inc. This prospectus includes this pricing supplement and the accompanying documents listed below. This pricing supplement constitutes a supplement to the documents listed below and should be read in conjunction
with such documents:
The information in this pricing supplement supersedes any conflicting information in the documents listed above. In addition, some of the
terms or features described in the listed documents may not apply to your notes.
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Autocallable Absolute Return Trigger S&P 500® Index-Linked Notes due
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INVESTMENT THESIS
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· |
believe that the closing level of the underlier will not be greater than the upper call level or less than the lower call level on any call observation date;
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believe that, if the notes are not automatically called, a barrier event will not occur;
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want limited exposure to (i) the underlier return if the final underlier level is greater than or equal to the initial underlier level or (ii) the absolute value of the underlier return if the final underlier level is less than the initial underlier level, in each case assuming the notes are not automatically called and a barrier event does not occur;
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are willing to forgo exposure to such underlier return or absolute value of the underlier return if the notes are automatically called or if a barrier event occurs and, in either case, are willing to receive a return of 0% instead; and
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are willing to accept that, if the notes are not automatically called, the return on the notes will be limited to between 0%, on the lower end of the range, and between 28.5% and
33.44%, on the higher end of the range.
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DETERMINING THE CASH SETTLEMENT AMOUNT
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· |
if a barrier event has not occurred, the sum of (a) $1,000 plus (b) the product of $1,000 times the
absolute underlier return, which sum will be no less than $1,000 and no more than between $1,285 and $1,334.4; or
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if a barrier event has occurred, $1,000.
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KEY TERMS
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Issuer:
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GS Finance Corp.
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Guarantor:
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The Goldman Sachs Group, Inc.
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Underlier:
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The S&P 500® Index (Bloomberg symbol, “SPX Index”)
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Face Amount:
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$ in the aggregate; each note will have a face amount equal to $1,000
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Trade Date:
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Settlement Date:
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Expected to be the fifth scheduled business day following the trade date
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Determination Date:
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Expected to be between 36 and 39 months after the trade date
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Stated Maturity Date:
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Expected to be the second scheduled business day following the determination date
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Initial Underlier Level:
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To be determined on the trade date
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Final Underlier Level:
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The closing level of the underlier on the determination date
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Barrier Event:
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(i) the final underlier level is below the lower barrier or (ii) the final underlier level is above the upper barrier
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Lower Barrier:
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83.00% of the initial underlier level
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Upper Barrier:
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Expected to be between 128.5% and 133.44% of the initial underlier level
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Absolute Underlier Return:
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The absolute value of the underlier return, expressed as a percentage (e.g., a -10% or +10% underlier return will equal a +10% absolute underlier return)
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Underlier Return:
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The quotient of (i) the final underlier level minus the initial underlier level divided by (ii) the initial underlier level, expressed as a positive or
negative percentage.
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Call Observation Dates:
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Each day from but excluding the original issue date to but excluding the determination date, excluding any date or dates on which the calculation agent determines that a market disruption event occurs or is continuing or that the calculation agent determines is not a trading day
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Call Payment Dates:
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Expected to be the second scheduled business day after each call observation date
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Automatic Call Feature:
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If, on any call observation date, the closing level of the underlier is (i) greater
than the upper call level or (ii) less than the lower call level, your
notes will be automatically called; if your notes are automatically called on any call observation date, on the corresponding call payment date you will receive an amount in cash equal to $1,000
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Lower Call Level:
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Expected to be 83% of the initial underlier level
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Upper Call Level:
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Expected to be between 128.5% and 133.44% of the initial underlier level
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CUSIP/ISIN:
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40056EA65 / US40056EA659
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HYPOTHETICAL PAYMENT AT MATURITY*
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Hypothetical
Final Underlier
Level (as
Percentage of
Initial Underlier
Level)
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Hypothetical Cash Settlement Amount (as
Percentage of Face Amount)
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Barrier Event
Has Not
Occurred
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Barrier Event Has
Occurred
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200.000%
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N/A
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100.000%
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175.000%
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N/A
|
100.000%
|
150.000%
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N/A
|
100.000%
|
130.000%
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N/A
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100.000%
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128.500%
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128.500%
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N/A
|
110.000%
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110.000%
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N/A
|
105.000%
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105.000%
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N/A
|
101.000%
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101.000%
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N/A
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100.750%
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100.750%
|
N/A
|
100.500%
|
100.500%
|
N/A
|
100.000%
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100.000%
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N/A
|
99.500%
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100.500%
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N/A
|
99.250%
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100.750%
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N/A
|
99.000%
|
101.000%
|
N/A
|
95.000%
|
105.000%
|
N/A
|
90.000%
|
110.000%
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N/A
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83.000%
|
117.000%
|
N/A
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70.000%
|
N/A
|
100.000%
|
60.000%
|
N/A
|
100.000%
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50.000%
|
N/A
|
100.000%
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25.000%
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N/A
|
100.000%
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0.000%
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N/A
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100.000%
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RISKS
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We refer to the notes we are offering by this pricing supplement as the “offered notes” or the “notes”. Each of the
offered notes has the terms described below. Please note that in this pricing supplement, references to “GS Finance Corp.”, “we”, “our” and “us” mean only GS Finance Corp. and do not include its subsidiaries or affiliates, references to
“The Goldman Sachs Group, Inc.”, our parent company, mean only The Goldman Sachs Group, Inc. and do not include its subsidiaries or affiliates and references to “Goldman Sachs” mean The Goldman Sachs Group, Inc. together with its
consolidated subsidiaries and affiliates, including us. Also, references to the “accompanying prospectus” mean the accompanying prospectus, dated July 10, 2017, references to the “accompanying prospectus supplement” mean the
accompanying prospectus supplement, dated July 10, 2017, for Medium-Term Notes, Series E, and references to the “accompanying general terms supplement no. 1,734” mean the accompanying general terms supplement no. 1,734, dated July 10,
2017, in each case of GS Finance Corp. and The Goldman Sachs Group, Inc. The notes will be issued under the senior debt indenture, dated as of October 10, 2008, as supplemented by the First Supplemental Indenture, dated as of February
20, 2015, each among us, as issuer, The Goldman Sachs Group, Inc., as guarantor, and The Bank of New York Mellon, as trustee. This indenture, as so supplemented and as further supplemented thereafter, is referred to as the “GSFC 2008
indenture” in the accompanying prospectus supplement.
This section is meant as a summary and should be read in conjunction with the section entitled “Supplemental Terms of
the Notes” on page S-16 of the accompanying general terms supplement no. 1,734. Please note that certain features described in the accompanying general terms supplement no. 1,734 are not applicable to the notes. This pricing supplement
supersedes any conflicting provisions of the accompanying general terms supplement no. 1,734.
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· |
if a barrier event has not occurred, the sum
of (i) $1,000 plus (ii) the product of $1,000 times the absolute underlier return; or
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· |
if a barrier event has occurred, $1,000.
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Key Terms and Assumptions
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Face amount
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$1,000
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Upper call level
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128.5% of the initial underlier level
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Lower call level
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83% of the initial underlier level
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Upper barrier
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128.5% of the initial underlier level
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Lower barrier
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83% of the initial underlier level
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The notes are not automatically called, unless otherwise indicated below
Neither a market disruption event nor a non-trading day occurs on any call observation date or the determination date
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No change in or affecting any of the underlier stocks or the method by which the underlier sponsor calculates the underlier
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Notes purchased on original issue date at the face amount and held to a call payment date or the stated maturity date
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Hypothetical Final Underlier
Level (as Percentage of Initial
Underlier Level)
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Hypothetical Cash Settlement Amount (as Percentage of Face
Amount)
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Barrier Event Has Not Occurred
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Barrier Event Has Occurred
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200.000%
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N/A
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100.000%
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175.000%
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N/A
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100.000%
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150.000%
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N/A
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100.000%
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130.000%
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N/A
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100.000%
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128.500%
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128.500%
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N/A
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110.000%
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110.000%
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N/A
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105.000%
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105.000%
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N/A
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101.000%
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101.000%
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N/A
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100.750%
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100.750%
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N/A
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100.500%
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100.500%
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N/A
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100.000%
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100.000%
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N/A
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99.500%
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100.500%
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N/A
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99.250%
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100.750%
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N/A
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99.000%
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101.000%
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N/A
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95.000%
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105.000%
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N/A
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90.000%
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110.000%
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N/A
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83.000%
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117.000%
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N/A
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70.000%
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N/A
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100.000%
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60.000%
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N/A
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100.000%
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50.000%
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N/A
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100.000%
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25.000%
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N/A
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100.000%
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0.000%
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N/A
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100.000%
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We cannot predict the actual final underlier level
or what the market value of your notes will be on any particular trading day, nor can we predict the relationship between the underlier level and the market
value of your notes at any time prior to the stated maturity date. The actual amount that you will receive on a call payment date or at maturity and the rate of return on the offered notes will depend on whether or not the notes are
automatically called and the actual initial underlier level and upper call level, which we will set on the trade date, the actual closing level of the underlier on any call observation date and the actual final underlier level determined by the calculation agent as
described above. Moreover, the assumptions on which the hypothetical returns are based may turn out to be inaccurate. Consequently, the amount of cash to be paid in respect of your notes on a call payment date or the stated maturity
date may be very different from the information reflected in the examples above.
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An investment in your notes is subject to the risks described below, as well as the risks and
considerations described in the accompanying prospectus, in the accompanying prospectus supplement and under “Additional Risk Factors Specific to the Notes” in the accompanying general terms supplement no. 1,734. You should carefully
review these risks and considerations as well as the terms of the notes described herein and in the accompanying prospectus, the accompanying prospectus supplement and the accompanying general terms supplement no. 1,734. Your notes are
a riskier investment than ordinary debt securities. Also, your notes are not equivalent to investing directly in the underlier stocks, i.e., the stocks comprising the underlier to which your notes are linked. You should carefully
consider whether the offered notes are suited to your particular circumstances.
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· |
whether your notes are automatically called;
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· |
the level of the underlier;
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· |
the volatility — i.e., the frequency and magnitude of changes — in the level of the
underlier;
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· |
the dividend rates of the underlier stocks;
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· |
economic, financial, regulatory, political, military and other events that affect stock
markets generally and the underlier stocks, and which may affect the level of the underlier;
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· |
interest rates and yield rates in the market;
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· |
the time remaining until your notes mature; and
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· |
our creditworthiness and the creditworthiness of The Goldman Sachs Group, Inc., whether
actual or perceived, including actual or anticipated upgrades or downgrades in our credit ratings or the credit ratings of The Goldman Sachs Group, Inc. or changes in other credit measures.
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● |
with respect to the “U.S. company” criterion, (i) the IEX was added as an “eligible exchange” for the primary listing of the relevant company’s common stock and (ii) the former
“corporate governance structure consistent with U.S. practice” requirement was removed; and
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● |
with respect to constituents of the S&P MidCap 400® Index and the S&P SmallCap 600® Index that are being considered for addition to the S&P 500®
Index, the financial viability, public float and/or liquidity eligibility criteria no longer need to be met if the S&P Index Committee decides that such an addition will enhance the representativeness of the S&P 500®
Index as a market benchmark.
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a dealer in securities or currencies;
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● |
a trader in securities that elects to use a mark-to-market method of accounting for your securities holdings;
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a bank;
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● |
a regulated investment company;
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● |
a life insurance company;
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● |
a tax-exempt organization;
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● |
a partnership;
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● |
a person that owns the notes as a hedge or that is hedged against interest rate risks;
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● |
a person that owns the notes as part of a straddle or conversion transaction for tax purposes; or
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● |
a United States holder (as defined below) whose functional currency for tax purposes is not the U.S. dollar.
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You should consult your tax advisor concerning the U.S. federal income tax and other tax
consequences of your investment in the notes, including the application of state, local or other tax laws and the possible effects of changes in federal or other tax laws.
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● |
a citizen or resident of the United States;
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● |
a domestic corporation;
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● |
an estate whose income is subject to U.S. federal income tax regardless of its source; or
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● |
a trust if a United States court can exercise primary supervision over the trust’s administration and one or more United States persons are authorized to control all substantial
decisions of the trust.
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Accrual Period
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Interest Deemed to Accrue
During Accrual Period (per
$1,000 note)
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Total Interest
Deemed to Have
Accrued from
Original Issue
Date (per $1,000
note) as of End of
Accrual Period
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through December 31, 2018
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January 1, 2019 through December 31, 2019
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January 1, 2020 through December 31, 2020
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January 1, 2021 through
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The comparable yield and projected payment schedule are not provided to you for any purpose other
than the determination of your interest accruals in respect of your notes, and we make no representation regarding the amount of contingent payments with respect to your notes.
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a nonresident alien individual;
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● |
a foreign corporation; or
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● |
an estate or trust that in either case is not subject to U.S. federal income tax on a net income basis on income or gain from the notes.
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Page
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PS-5
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PS-8
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PS-13
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PS-17
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PS-21
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General Terms Supplement No. 1,734 dated July 10, 2017
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Additional Risk Factors Specific to the Notes
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S-1
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Supplemental Terms of the Notes
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S-16
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The Underliers
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S-36
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S&P 500® Index
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S-40
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MSCI Indices
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S-46
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Hang Seng China Enterprises Index
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S-55
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Russell 2000® Index
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S-61
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FTSE® 100 Index
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S-69
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EURO STOXX 50® Index
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S-75
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TOPIX
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S-82
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The Dow Jones Industrial Average®
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S-87
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The iShares® MSCI Emerging Markets ETF
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S-91
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Use of Proceeds
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S-94
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Hedging
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S-94
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Employee Retirement Income Security Act
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S-95
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Supplemental Plan of Distribution
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S-96
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Conflicts of Interest
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S-98
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Prospectus Supplement dated July 10, 2017
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Use of Proceeds
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S-2
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Description of Notes We May Offer
|
S-3
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Considerations Relating to Indexed Notes
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S-15
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United States Taxation
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S-18
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Employee Retirement Income Security Act
|
S-19
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Supplemental Plan of Distribution
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S-20
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Validity of the Notes and Guarantees
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S-21
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Prospectus dated July 10, 2017
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Available Information
|
2
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Prospectus Summary
|
4
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Risks Relating to Regulatory Resolution Strategies and Long-Term Debt Requirements
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8
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Use of Proceeds
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11
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Description of Debt Securities We May Offer
|
12
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Description of Warrants We May Offer
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45
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Description of Units We May Offer
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60
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GS Finance Corp.
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65
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Legal Ownership and Book-Entry Issuance
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67
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Considerations Relating to Floating Rate Debt Securities
|
72
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Considerations Relating to Indexed Securities
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73
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Considerations Relating to Securities Denominated or Payable in or Linked to a Non-U.S. Dollar Currency
|
74
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United States Taxation
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77
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Plan of Distribution
|
92
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Conflicts of Interest
|
94
|
Employee Retirement Income Security Act
|
95
|
Validity of the Securities and Guarantees
|
95
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Experts
|
96
|
Review of Unaudited Condensed Consolidated Financial Statements by Independent Registered Public Accounting Firm
|
96
|
Cautionary Statement Pursuant to the Private Securities Litigation Reform Act of 1995
|
96
|