8-KOther EventsExhibits & Filings

GOLDMAN SACHS GROUP INC 8-K Report, Corporate Update (Jan 6, 2017)

Filed January 6, 2017For Securities:GSGS-PAGS-PCGS-PDGSCE

Summary

This 8-K filing from The Goldman Sachs Group, Inc. (GS) dated January 5, 2017, details amendments to its senior debt indenture, effective for debt securities issued on or after January 1, 2017. The primary change restricts the acceleration of principal payments to specific payment defaults (after a 30-day grace period) and insolvency events. This amendment aims to provide greater clarity and potentially reduce the scope of automatic acceleration triggers for new debt issuances. Additionally, the filing clarifies that asset transfers to subsidiaries are permitted without restriction, and events of default will continue to be evaluated on a series-by-series basis, with "series" defined by CUSIP number. These changes are formalized in the Fourth Supplemental Indenture dated December 31, 2016. Investors should note that these amendments are prospective, applying only to debt securities issued from January 1, 2017, onwards.

Key Highlights

  • 1Goldman Sachs amended its senior debt indenture for debt securities issued on or after January 1, 2017.
  • 2Principal acceleration is now restricted to specific payment defaults (post-grace period) and insolvency events.
  • 3Transfers of substantially all assets to subsidiaries are permitted without restriction.
  • 4Events of default and acceleration rights will be determined on a series-by-series basis (defined by CUSIP number).
  • 5The amendments are formalized in the Fourth Supplemental Indenture dated December 31, 2016.
  • 6The filing also includes supporting documents like tax opinions and consents related to a Prospectus dated January 6, 2017, for various debt and equity offerings.

Frequently Asked Questions

No, these amendments only apply to senior debt securities that were issued on or after January 1, 2017. Existing debt securities are not affected by these changes.

The primary impact is a restriction on when the principal of new debt securities can be accelerated. Acceleration is now limited to specific payment defaults (after a 30-day grace period) and insolvency events, providing a narrower scope for automatic acceleration compared to potentially broader triggers in the past.

The amendments confirm that transfers of the Company's assets substantially as an entirety to its subsidiaries are permitted without restriction. This clarifies a specific scenario for internal corporate restructuring.

This clarifies that for the purpose of determining events of default and remedies, including acceleration rights, 'series' will refer to debt securities that share the same CUSIP number. This provides a more precise definition for managing defaults across different debt issuances.