8-KExhibits & Filings

GOLDMAN SACHS GROUP INC 8-K Report, Exhibit Filing (Jul 20, 2012)

Filed July 20, 2012For Securities:GSGS-PAGS-PCGS-PDGSCE

Summary

This 8-K filing from Goldman Sachs Group, Inc. (GS) on July 19, 2012, reports on the issuance of new securities. Specifically, it details the issuance of Senior Guaranteed Trust Securities by Vesey Street Investment Trust I, backed by a guarantee from Goldman Sachs, and a concurrent issuance of Junior Subordinated Notes by Goldman Sachs itself. Both issuances total approximately $500 million each and mature in 2016. This transaction represents a capital-raising activity for the company, utilizing its existing automatic shelf registration statement. The details provided in the filing include the distribution agreement, supplemental indenture for the notes, guarantee agreement for the trust securities, and the declaration of trust. These documents outline the terms and structure of the new debt instruments, which are designed to meet specific funding needs of the company.

Key Highlights

  • 1Goldman Sachs Group, Inc. (GS) issued approximately $1 billion in new debt securities on July 20, 2012.
  • 2The issuance involved two tranches: $500 million in Senior Guaranteed Trust Securities by Vesey Street Investment Trust I, guaranteed by GS, and $500 million in Junior Subordinated Notes issued directly by GS.
  • 3Both the Trust Securities and the Junior Subordinated Notes mature in 2016, carrying a 4.404% interest rate.
  • 4This issuance was conducted under the company's automatic shelf registration statement on Form S-3, indicating a planned and efficient method of capital raising.
  • 5The filing includes several key exhibits detailing the structure of the issuance, including a Distribution Agreement, Supplemental Indenture, Guarantee Agreement, and Amended and Restated Declaration of Trust.
  • 6Legal opinions and consents from Richards, Layton & Finger, P.A. and Sullivan & Cromwell LLP are also filed, providing legal assurance on the transaction.

Frequently Asked Questions

The primary purpose of this 8-K filing was to report the issuance of approximately $1 billion in new debt securities by Goldman Sachs Group, Inc. and an associated trust, details of which are contractually disclosed in the filed exhibits.

The newly issued securities include $500 million in 4.404% Senior Guaranteed Trust Securities due 2016, guaranteed by Goldman Sachs, and $500 million in 4.404% Junior Subordinated Notes due 2016, issued directly by Goldman Sachs. Both securities mature in 2016.

This issuance represents a capital-raising event for Goldman Sachs, increasing its long-term debt obligations but also providing it with funds. The subordinated nature of some of the debt and the guarantee structure are typical for investment banks managing their capital and balance sheet.

Vesey Street Investment Trust I is an entity established to issue the Senior Guaranteed Trust Securities. Goldman Sachs acts as the sponsor and guarantor for these securities, meaning GS is obligated to make payments on the trust securities if the trust cannot.