GS 8-K
Goldman Sachs Group Inc (GS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 9.01 | Financial Statements and Exhibits. |
Exhibits are filed herewith in connection with the issuance of the following debt securities by The Goldman Sachs Group, Inc. (the “Company”) on April 23, 2025 pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-284538) (as amended, the “Registration Statement”):
| • | $500,000,000 Floating Rate Notes due 2028 (the “2028 Floating Rate Securities”) |
| • | $2,500,000,000 4.937% Fixed/Floating Rate Notes due 2028 (the “2028 Fixed/Floating Rate Securities”) |
| • | $3,000,000,000 5.218% Fixed/Floating Rate Notes due 2031 (the “2031 Fixed/Floating Rate Securities” and, together with the 2028 Floating Rate Securities and the 2028 Fixed/Floating Rate Securities, the “Securities”) |
(d) Exhibits
The following exhibits are filed as part of this Current Report on Form 8-K and Exhibits 5.1 and 23.1 are incorporated by reference into the Registration Statement as exhibits thereto:
| 5.1 | Opinion of Sullivan & Cromwell LLP relating to the Securities. | |
| 23.1 | Consent of Sullivan & Cromwell LLP (included as part of Exhibit 5.1). | |
| 101 | Pursuant to Rule 406 of Regulation S-T, the cover page information is formatted in iXBRL (Inline eXtensible Business Reporting Language). | |
| 104 | Cover Page Interactive Data File (formatted in iXBRL in Exhibit 101). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE GOLDMAN SACHS GROUP, INC. (Registrant) | ||||||
| Date: April 23, 2025 | By: | /s/ Matthew E. Tropp | ||||
| Name: Matthew E. Tropp Title: Assistant Secretary | ||||||
Exhibit 5.1
[Letterhead of Sullivan & Cromwell LLP]
April 23, 2025
The Goldman Sachs Group, Inc.,
200 West Street,
New York, New York 10282.
Ladies and Gentlemen:
We are acting as counsel to The Goldman Sachs Group, Inc., a Delaware corporation (the “Company”), in connection with the issuance and delivery, on the date hereof, of (i) $500,000,000 aggregate principal amount Floating Rate Notes due 2028 (the “2028 Floating Rate Notes”), (ii) $2,500,000,000 aggregate principal amount of 4.937% Fixed/Floating Rate Notes due 2028 (the “2028 Fixed/Floating Rate Notes”) and (iii) $3,000,000,000 aggregate principal amount of 5.218% Fixed/Floating Rate Notes due 2031 (the “2031 Fixed/Floating Rate Notes” and together with the 2028 Floating Rate Notes and the 2028 Fixed/Floating Rate Notes, the “Notes”). The Company filed with the Securities and Exchange Commission, on January 28, 2025, a registration statement on Form S-3, as amended on February 13, 2025 on Form S-3/A (File No. 333-284538) (the “Registration Statement”) under the Securities Act of 1933 (the “Act”) relating to the proposed offer and sale of the Company’s unsecured debt securities, including the Notes. The Notes are being issued under an indenture, dated as of July 16, 2008 (as previously amended, most recently by the Fourth Supplemental Indenture, dated as of December 31, 2016, the “Indenture”), between the Company and The Bank of New York Mellon, as trustee (the “Trustee”).
In rendering this opinion, we have examined the following documents:
| 1. | The Restated Certificate of Incorporation and the Amended and Restated By-Laws of the Company. |
| 2. | The Indenture. |
| 3. | Certificates of officers of the Company with respect to the authorization of the Notes, the determination of the terms of the Notes and related matters. |
| 4. | Forms of the Notes. |
| The Goldman Sachs Group, Inc.
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-2- |
We also have examined such questions of law as we have considered necessary or appropriate for the purposes of this opinion. Upon the basis of such examination, it is our opinion that the Notes constitute valid and legally binding obligations of the Company, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
The foregoing opinion is limited to the Federal laws of the United States, the laws of the State of New York and the General Corporation Law of the State of Delaware, and we are expressing no opinion as to the effect of the laws of any other jurisdiction.
In rendering the foregoing opinion, we are not passing upon, and assume no responsibility for, any disclosure in the Registration Statement or any related prospectus or other offering material regarding the Company or the Notes or their offering and sale.
We have relied as to certain matters on information obtained from public officials, officers of the Company and other sources believed by us to be responsible, and we have assumed, without independent verification, that the Indenture has been duly authorized, executed and delivered by the Trustee, that the Notes conform to the forms thereof examined by us, that the Trustee’s certificates of authentication of the Notes have been manually signed by one of the Trustee’s authorized officers, that the Notes have been delivered against payment as contemplated in the Registration Statement and that the signatures on all documents examined by us are genuine.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.
| Very truly yours, | ||||||
| /s/ Sullivan & Cromwell LLP | ||||||