01—Abstract
Summary
Summary of the 8-K filed August 18, 2023. Cited figures are marked; the original filing is the authoritative source.
Goldman Sachs Group, Inc. (GS) has filed an 8-K report detailing the creation and terms of its 7.50%a Fixed-Rate Reset Non-Cumulative Preferred Stock, Series W.
This new series of preferred stock, with a liquidation preference of $25,000b per share, was established through a Certificate of Designations filed on August 16, 2023. The filing also indicates that this issuance imposes certain restrictions on Goldman Sachs' ability to declare or pay dividends on, or repurchase its common stock, in the event that dividends on the Series W Preferred Stock are not paid. This new preferred stock is being offered in connection with a registration statement on Form S-3.
02—Key points
Key Highlights
- Goldman Sachs has issued a new series of preferred stock: 7.50% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series W.
- The Series W Preferred Stock has a liquidation preference of $25,000 per share.
- The terms of the Series W Preferred Stock were established via a Certificate of Designations filed with the Secretary of State of Delaware on August 16, 2023.
- Failure to pay dividends on the Series W Preferred Stock will trigger restrictions on Goldman Sachs' ability to pay common stock dividends or repurchase common stock.
- The issuance is related to an offering of depositary shares representing interests in the Series W Preferred Stock.
- The filing includes opinions and consents from legal counsel regarding the issuance.
03—Questions
Frequently Asked Questions
What is the primary purpose of this 8-K filing?
The primary purpose of this 8-K filing is to inform investors about the establishment of Goldman Sachs' new 7.50% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series W, and to outline the terms and conditions associated with this issuance, including dividend rights and potential restrictions on common stock actions.
What are the key financial terms of the Series W Preferred Stock?
The Series W Preferred Stock carries a fixed dividend rate of 7.50% annually. It is non-cumulative, meaning any missed dividend payments are not accrued. It also has a liquidation preference of $25,000 per share.
How does the Series W Preferred Stock impact common stockholders?
If Goldman Sachs fails to pay dividends on the Series W Preferred Stock, it will face restrictions on its ability to declare or pay dividends on, or purchase, redeem, or otherwise acquire shares of its common stock. This prioritizes the payment of preferred stock dividends over common stock distributions.
Is this preferred stock being publicly traded?
The filing indicates an offering of depositary shares representing interests in the Series W Preferred Stock, suggesting that these depositary shares are intended for public trading, subject to the terms of the related registration statement.
04—Continue