8-KShareholder MattersCorporate ChangesExhibits & Filings

GOLDMAN SACHS GROUP INC 8-K Report, Rights Modification (Nov 1, 2017)

Filed November 1, 2017For Securities:GSGS-PAGS-PCGS-PDGSCE

Summary

Goldman Sachs Group, Inc. (GS) filed an 8-K on November 1, 2017, to announce the creation and terms of its 5.00% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series P. This filing is significant as it outlines new terms for the preferred stock, which could impact the company's ability to pay common stock dividends or repurchase its common shares if it fails to meet its obligations on the Series P Preferred Stock. Investors should note that the issuance of this preferred stock introduces covenants that restrict common equity actions, such as dividend payments or share repurchases, in the event of missed preferred dividend payments. This detail is crucial for understanding potential limitations on returning capital to common shareholders and the overall financial flexibility of the company.

Key Highlights

  • 1Goldman Sachs issued 5.00% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series P.
  • 2The Series P Preferred Stock has a liquidation preference of $25,000 per share.
  • 3A Certificate of Designations was filed with the Delaware Secretary of State on October 27, 2017, detailing the terms of the Series P Preferred Stock.
  • 4The issuance of Series P Preferred Stock introduces restrictions on Goldman Sachs' ability to declare or pay dividends on, or repurchase, its common stock.
  • 5These common stock restrictions are triggered by a failure to pay dividends on the Series P Preferred Stock.
  • 6The filing also references related exhibits concerning the offering and sale of depositary shares representing interests in the Series P Preferred Stock.

Frequently Asked Questions

The Series P Preferred Stock is a new class of preferred stock issued by Goldman Sachs Group, Inc. It carries a 5.00% fixed dividend rate that will convert to a floating rate under certain conditions, and it has a liquidation preference of $25,000 per share.

The Series P Preferred Stock imposes restrictions on Goldman Sachs' ability to pay dividends on, or repurchase, its common stock. These restrictions become active if the company fails to pay dividends on the Series P Preferred Stock, potentially limiting capital returns to common shareholders.

Non-cumulative means that if Goldman Sachs misses a dividend payment on the Series P Preferred Stock, that missed dividend is forfeited and does not accrue. The company is not obligated to pay missed non-cumulative dividends in the future.

The Certificate of Designations is a legal document that officially establishes the terms and conditions of the Series P Preferred Stock, including its dividend rates, liquidation preference, voting rights, and any associated covenants or restrictions.