8-KShareholder MattersCorporate ChangesOther Events+1

GOLDMAN SACHS GROUP INC 8-K Report, Rights Modification (Feb 23, 2016)

Filed February 23, 2016For Securities:GSGS-PAGS-PCGS-PDGSCE

Summary

This Form 8-K filing by Goldman Sachs Group, Inc. (GS) on February 23, 2016, primarily announces the establishment and terms of its 6.30% Non-Cumulative Preferred Stock, Series N. The issuance of this preferred stock introduces certain restrictions on the company's ability to declare or pay dividends on, or repurchase, its common stock if it fails to meet its dividend obligations on the Series N Preferred Stock. This is a significant detail for common stockholders as it highlights a potential limitation on capital returns to them in certain adverse scenarios. Investors should note that this filing is in connection with an offering and sale of depositary shares representing interests in this Series N Preferred Stock, as further detailed in related registration statements. The terms are formally documented in the Certificate of Designations filed with the Delaware Secretary of State. The filing also includes opinions and consents from legal counsel regarding the depositary shares.

Key Highlights

  • 1Goldman Sachs established 6.30% Non-Cumulative Preferred Stock, Series N, with a liquidation preference of $25,000 per share.
  • 2The Series N Preferred Stock issuance imposes restrictions on common stock dividends and repurchases if Series N dividends are not paid.
  • 3This filing is associated with the offering and sale of depositary shares representing interests in the Series N Preferred Stock.
  • 4The terms of the Series N Preferred Stock are detailed in a Certificate of Designations filed with Delaware.
  • 5The filing includes legal opinions and consents related to the depositary shares representing the preferred stock.

Frequently Asked Questions

The primary purpose of this Form 8-K is to report the establishment of Goldman Sachs' 6.30% Non-Cumulative Preferred Stock, Series N, and to detail the terms and conditions associated with this new class of stock, including its impact on common stock distributions.

The Series N Preferred Stock introduces a restriction: if Goldman Sachs fails to pay dividends on this preferred stock, its ability to declare or pay dividends on, or purchase, redeem, or otherwise acquire its common stock will be limited. This means common stockholders could see a reduction in potential dividends or buybacks if the company prioritizes Series N Preferred Stock dividend payments.

Yes, this filing is made in connection with the offering and sale of depositary shares representing interests in the Series N Preferred Stock, as indicated by references to related registration statements.

The Series N Preferred Stock carries a dividend rate of 6.30% and has a liquidation preference of $25,000 per share.