GS Finance Corp.
$
Leveraged Buffered EURO STOXX 50® Index-Linked Notes due
guaranteed by
The Goldman Sachs Group, Inc.
|
● |
if the index return is positive (the final index level is greater than the initial index level), the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times
(b) the participation rate times (c) the index return;
|
● |
if the index return is zero or negative
but not below -25% (the final index level is equal to the initial
index level or is less than the initial index level, but not by more than 25%), $1,000; or
|
● |
if the index return is negative and is below -25% (the final index level is less than the initial index level by more than 25%), the sum of (i) $1,000 plus (ii) the product
of (a) the sum of the index return plus 25% times (b) $1,000. You will
receive less than the face amount of your notes.
|
Original issue date:
|
expected to be December 28, 2018
|
Original issue price:
|
100% of the face amount*
|
Underwriting discount:
|
% of the face amount*
|
Net proceeds to the issuer:
|
% of the face amount
|
|
|
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 $900 and $950 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.
|
|
|
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, does not set forth all of the terms
of your notes and therefore 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.
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. 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. The notes will be issued in book-entry form and represented by a master global note.
|
|
Leveraged Buffered EURO STOXX 50®
Index-Linked Notes due
|
INVESTMENT THESIS
|
DETERMINING THE CASH SETTLEMENT AMOUNT
|
● |
if the final underlier level is greater than 100% of the initial underlier level, 100% plus between
245% and 255% times the underlier return;
|
● |
if the final underlier level is equal to or less than 100% of the initial underlier level but greater than or equal to 75% of the initial underlier level, 100%; or
|
● |
if the final underlier level is less than 75% of the initial underlier level, 100% minus 1% for every
1% that the final underlier level has declined below 75% of the initial underlier level
|
KEY TERMS
|
|
Issuer:
|
GS Finance Corp.
|
Guarantor:
|
The Goldman Sachs Group, Inc.
|
Underlier:
|
The EURO STOXX 50® Index (current Bloomberg symbol: “SX5E Index”)
|
Face Amount:
|
$ in the aggregate; each note will have a face amount equal to $1,000
|
Trade Date:
|
Expected to be December 21, 2018
|
Settlement Date:
|
Expected to be December 28, 2018
|
Determination Date:
|
Expected to be December 21, 2023
|
Stated Maturity Date:
|
Expected to be December 27, 2023
|
Initial Underlier Level:
|
To be determined on the trade date
|
Final Underlier Level:
|
The closing level of the underlier on the determination date
|
Underlier Return:
|
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
|
Upside Participation Rate:
|
Expected to be between 245% and 255%
|
Buffer Level:
|
75% of the initial underlier level (equal to an underlier return of -25%)
|
Buffer Amount:
|
25%
|
Buffer Rate:
|
100%
|
CUSIP/ISIN:
|
40056EJP4 / US40056EJP43
|
HYPOTHETICAL PAYMENT AT MATURITY*
|
Hypothetical Final Underlier Level (as Percentage of Initial
Underlier Level)
|
Hypothetical Cash Settlement Amount (as Percentage of Face
Amount)
|
200.000%
|
345.000%
|
175.000%
|
283.750%
|
150.000%
|
222.500%
|
125.000%
|
161.250%
|
100.000%
|
100.000%
|
93.000%
|
100.000%
|
87.000%
|
100.000%
|
81.000%
|
100.000%
|
75.000%
|
100.000%
|
60.000% | 85.000% |
50.000%
|
75.000%
|
25.000%
|
50.000%
|
0.000%
|
25.000%
|
RISKS
|
|
These terms and conditions relate to pricing supplement no.
dated , 2018 of GS Finance Corp. and The Goldman Sachs Group, Inc. with respect to the issuance by GS Finance Corp. of its Leveraged Buffered
EURO STOXX 50® Index-Linked Notes due and the guarantee
thereof by The Goldman Sachs Group, Inc.
The provisions below are hereby incorporated into master note no. 2, dated August 22, 2018. References herein to
“this note” shall be deemed to refer to “this security” in such master note no. 2, dated August 22, 2018. Certain defined terms may not be capitalized in these terms and conditions even if they are capitalized in master note no.
2, dated August 22, 2018. Defined terms that are not defined in these terms and conditions shall have the meanings indicated in such master note no. 2, dated August 22, 2018, unless the context otherwise requires.
|
|
● |
if the final underlier level is greater than the initial underlier level, the sum of (1) $1,000 plus (2) the product of (i) $1,000 times (ii) the upside participation rate times (iii) the underlier return;
|
● |
if the final underlier level is equal to or less than the initial underlier level but greater than or equal to the buffer level, $1,000; or
|
● |
if the final underlier level is less than the buffer level, the sum of (1) $1,000 plus (2) the product of (i) $1,000 times (ii) the buffer rate times (iii) the sum
of the underlier return plus the buffer amount
|
● |
a suspension, absence or material limitation of trading in underlier stocks constituting 20% or more, by weight, of the underlier on their respective primary markets, in each case
for more than two consecutive hours of trading or during the one-half hour before the close of trading in that market, as determined by the calculation agent in its sole discretion,
|
● |
a suspension, absence or material limitation of trading in option or futures contracts relating to the underlier or to underlier stocks constituting 20% or more, by weight, of the
underlier in the respective primary markets for those contracts, in each case for more than two consecutive hours of trading or during the one-half hour before the close of trading in that market, as determined by the calculation
agent in its sole discretion, or
|
● |
underlier stocks constituting 20% or more, by weight, of the underlier, or option or futures contracts, if available, relating to the underlier or to underlier stocks constituting
20% or more, by weight, of the underlier do not trade on what were the respective primary markets for those underlier stocks or contracts, as determined by the calculation agent in its sole discretion,
|
● |
a limitation on the hours or numbers of days of trading, but only if the limitation results from an announced change in the regular business hours of the relevant market, and
|
● |
a decision to permanently discontinue trading in option or futures contracts relating to the underlier or to any underlier stock.
|
● |
a price change exceeding limits set by that market,
|
● |
an imbalance of orders relating to that underlier stock or those contracts, or
|
● |
a disparity in bid and ask quotes relating to that underlier stock or those contracts,
|
Key Terms and Assumptions
|
|
Face amount
|
$1,000
|
Upside participation rate
|
245%
|
Buffer level
|
75% of the initial underlier level
|
Buffer rate
|
100%
|
Buffer amount
|
25%
|
Neither a market disruption event nor a non-trading day occurs on the originally scheduled determination date
|
|
No change in or affecting any of the underlier stocks or the method by which the underlier sponsor calculates the underlier
|
|
Notes purchased on original issue date at the face amount and held to the stated maturity date
|
Hypothetical Final Underlier Level
(as Percentage of Initial Underlier Level)
|
Hypothetical Cash Settlement Amount
(as Percentage of Face Amount)
|
200.000%
|
345.000%
|
175.000%
|
283.750%
|
150.000%
|
222.500%
|
125.000%
|
161.250%
|
100.000%
|
100.000%
|
93.000%
|
100.000%
|
87.000%
|
100.000%
|
81.000%
|
100.000%
|
75.000%
|
100.000%
|
60.000%
|
85.000%
|
50.000%
|
75.000%
|
25.000%
|
50.000%
|
0.000%
|
25.000%
|
|
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 at maturity and the rate of return on the offered notes will depend on the actual initial underlier level and upside
participation rate, which we will set on the trade 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 the stated maturity date may be very different from the information reflected in the examples above.
|
|
|
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, under “Additional Risk Factors Specific to the Notes” in the accompanying general terms supplement no.
1,734 and under “Additional Risk Factors Specific to the Underlier-Linked Notes” in the accompanying product supplement no. 1,738. 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, the accompanying general terms supplement no. 1,734 and the accompanying product supplement no. 1,738. 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.
|
|
Page
|
|
PS-5
|
|
PS-8
|
|
PS-12
|
|
PS-16
|
|
PS-18
|
|
PS-18
|
|
Product Supplement No. 1,738 dated July 10, 2017
|
|
Summary Information
|
S-1
|
Hypothetical Returns on the Underlier-Linked Notes
|
S-10
|
Additional Risk Factors Specific to the Underlier-Linked Notes
|
S-30
|
General Terms of the Underlier-Linked Notes
|
S-35
|
Use of Proceeds
|
S-40
|
Hedging
|
S-40
|
Supplemental Discussion of Federal Income Tax Consequences
|
S-41
|
Employee Retirement Income Security Act
|
S-48
|
Supplemental Plan of Distribution
|
S-49
|
Conflicts of Interest
|
S-52
|
General Terms Supplement No. 1,734 dated July 10, 2017
|
|
Additional Risk Factors Specific to the Notes
|
S-1
|
Supplemental Terms of the Notes
|
S-16
|
The Underliers
|
S-36
|
S&P 500® Index
|
S-40
|
MSCI Indices
|
S-46
|
Hang Seng China Enterprises Index
|
S-55
|
Russell 2000® Index
|
S-61
|
FTSE®100 Index
|
S-69
|
EURO STOXX 50® Index
|
S-75
|
TOPIX
|
S-82
|
The Dow Jones Industrial Average®
|
S-87
|
The iShares® MSCI Emerging Markets ETF
|
S-91
|
Use of Proceeds
|
S-94
|
Hedging
|
S-94
|
Employee Retirement Income Security Act
|
S-95
|
Supplemental Plan of Distribution
|
S-96
|
Conflicts of Interest
|
S-98
|
Prospectus Supplement dated July 10, 2017
|
|
Use of Proceeds
|
S-2
|
Description of Notes We May Offer
|
S-3
|
Considerations Relating to Indexed Notes
|
S-15
|
United States Taxation
|
S-18
|
Employee Retirement Income Security Act
|
S-19
|
Supplemental Plan of Distribution
|
S-20
|
Validity of the Notes and Guarantees
|
S-21
|
Prospectus dated July 10, 2017
|
|
Available Information
|
2
|
Prospectus Summary
|
4
|
Risks Relating to Regulatory Resolution Strategies and Long-Term Debt Requirements
|
8
|
Use of Proceeds
|
11
|
Description of Debt Securities We May Offer
|
12
|
Description of Warrants We May Offer
|
45
|
Description of Units We May Offer
|
60
|
GS Finance Corp.
|
65
|
Legal Ownership and Book-Entry Issuance
|
67
|
Considerations Relating to Floating Rate Debt Securities
|
72
|
Considerations Relating to Indexed Securities
|
73
|
Considerations Relating to Securities Denominated or Payable in or Linked to a Non-U.S. Dollar Currency
|
74
|
United States Taxation
|
77
|
Plan of Distribution
|
92
|
Conflicts of Interest
|
94
|
Employee Retirement Income Security Act
|
95
|
Validity of the Securities and Guarantees
|
95
|
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
|