8-KExhibits & Filings

GOLDMAN SACHS GROUP INC 8-K Report, Exhibit Filing (Jul 27, 2011)

Filed July 27, 2011For Securities:GSGS-PAGS-PCGS-PDGSCE

Summary

This 8-K filing from The Goldman Sachs Group, Inc. on July 27, 2011, primarily serves to disclose the issuance of various debt securities. The company utilized its automatic shelf registration statement on Form S-3 to offer a mix of notes, including equity index-linked notes with different structures (buffered, trigger, and leveraged) tied to the S&P 500® Index, as well as a substantial issuance of 5.25% Notes due 2021. For investors, this filing signifies Goldman Sachs' ongoing access to capital markets and its strategy of diversifying funding sources. The issuance of structured notes suggests an effort to cater to specific investor needs for potential market participation while managing risk, while the large denomination 5.25% Notes due 2021 indicate a significant, long-term debt financing operation. Investors should note the types of instruments offered and their maturity profiles to understand the company's capital structure and its approach to long-term financial planning.

Key Highlights

  • 1Goldman Sachs Group, Inc. issued new debt securities on July 27, 2011.
  • 2The issuance was conducted under the company's automatic shelf registration statement on Form S-3.
  • 3Several types of equity index-linked notes were issued, tied to the S&P 500® Index, with varying structures (buffered, trigger, leveraged) and maturities in 2012, 2013, and 2015.
  • 4A significant issuance of $2,750,000,000 of 5.25% Notes due 2021 was also completed.
  • 5The filing includes legal opinions and consents from Sullivan & Cromwell LLP as exhibits.
  • 6This action demonstrates Goldman Sachs' continued ability to access capital markets for funding.

Frequently Asked Questions

Goldman Sachs issued a combination of equity index-linked notes (tied to the S&P 500® Index) with different risk/return profiles (buffered, trigger, leveraged) maturing in 2012, 2013, and 2015, and a large tranche of 5.25% Notes due 2021.

This filing indicates that Goldman Sachs is actively managing its capital structure and raising funds through debt issuance. The variety of notes offered suggests the company is meeting diverse investor demands and securing long-term financing.

An automatic shelf registration statement (Form S-3) allows well-known seasoned issuers like Goldman Sachs to register securities in advance and then sell them over time without filing a new registration statement for each offering. This provides flexibility and speed in accessing capital markets.

The inclusion of legal opinions from Sullivan & Cromwell LLP (Exhibit 5.1 and 23.1) is standard practice for debt issuances. It provides assurance that the securities have been legally structured and are being offered in compliance with relevant regulations.