NEW YORK, July 20, 2016 — The Goldman Sachs Group, Inc. (NYSE: GS) today announced the commencement of a tender offer (the “Tender Offer”) to purchase for cash up to $650,000,000 aggregate liquidation amount of the Normal Automatic Preferred Enhanced Capital Securities listed below (which we refer to in the singular and plural as “Apex”):


Series of Securities: 5.793% Fixed-to-Floating Rate Normal Automatic Preferred Enhanced Capital Securities, $1,000 liquidation amount per Apex
Issuer: Goldman Sachs Capital II (“GS Capital II”)
CUSIP No.: 381427AA1
Aggregate Liquidation Amount Outstanding: $1,252,839,000
Offer Price(1): $830 per Apex


Series of Securities: Floating Rate Normal Automatic Preferred Enhanced Capital Securities, $1,000 liquidation amount per Apex
Issuer: Goldman Sachs Capital III (“GS Capital III”)
CUSIP No.: 38144QAA7
Aggregate Liquidation Amount Outstanding: $325,390,000
Offer Price(1): $830 per Apex


(1)  The Offer Price will be paid together with Accrued Distributions to, but excluding, the date on which we will pay for Apex accepted in the Tender Offer (the “Settlement Date”).  “Accrued Distributions” for any Apex are distributions that would be payable thereon if the current dividend period of the underlying preferred shares ended on the Settlement Date and we had paid the relevant dividend on the Settlement Date.  If the Tender Offer is not extended or earlier terminated, we expect that the Settlement Date will be August 18, 2016 and Accrued Distributions will approximately be $8.67 per Apex.

The Goldman Sachs Group, Inc. is the sponsor of GS Capital II and GS Capital III.  The GS Capital II Apex are listed on the NYSE Arca under the symbol “GS/43PE” and the GS Capital III Apex are listed on the NYSE Arca under the symbol “GS/43PF”.

The terms and conditions of the Tender Offer are described in the Offer to Purchase (the “Offer to Purchase”) and the accompanying Letter of Transmittal, both dated July 20, 2016 (together with the Offer to Purchase, the “Offer Materials”).  The Tender Offer is not conditioned upon any minimum number of Apex being tendered but is subject to the satisfaction of certain conditions, including a financing condition, described in the Offer to Purchase.

The Tender Offer is scheduled to expire at 11:59 p.m., New York City time, on Tuesday, August 16, 2016, unless extended or earlier terminated by The Goldman Sachs Group, Inc. (the “Expiration Time”).  Tendered Apex may be withdrawn at any time at or prior to the Expiration Time by following the procedures described in the Offer to Purchase.  If the Tender Offer is not extended or earlier terminated, we expect that the Settlement Date for the Tender Offer, which will be promptly after the Expiration Time, will be August 18, 2016.

If the aggregate liquidation amount of the Apex that are validly tendered and not properly withdrawn as of the Expiration Time exceeds $650,000,000 and the conditions of the Tender Offer are met or waived, we will prorate the Apex we accept for purchase, as described in the Offer to Purchase. 

The Goldman Sachs Group, Inc. is a leading global investment banking, securities and investment management firm that provides a wide range of financial services to a substantial and diversified client base that includes corporations, financial institutions, governments and individuals. Founded in 1869, the firm is headquartered in New York and maintains offices in all major financial centers around the world.