Terms

Series

Floating Rate Non-Cumulative Preferred Stock, Series A

Liquidation Preference

$25.00

Coupon Rate

3.75%

Rate Type

Floating

Payment Frequency

Quarterly

Cumulative

No

Perpetual

Yes

Convertible

Yes

Callable

Yes

First Call Date

April 25, 2010

First Call Price

$25.00

Redemption Notice Period

30 days

Capital Stack Ranking

Junior To: All Indebtedness And Other Non-Equity Claims On The Goldman Sachs Group, Inc.; Pari Passu With: Each Other Series Of Preferred Stock Issued (Except Any Senior Series Issued With Requisite Holder Consent); Senior To: Common Stock, Any Other Series Of Junior Preferred Stock

Regulatory (Basel III) Call

Yes

Tax Classification

Qualified Dividend

Qualifies for QDI

Yes

Qualifies for DRD

Yes

Depositary Share Fraction

0.001

Shares Offered

28,000,000

Prospectus Summary

The Goldman Sachs Group, Inc. is offering 28,000,000 depositary shares, each representing a 1/1,000th interest in a share of its perpetual Floating Rate Non-Cumulative Preferred Stock, Series A, with a liquidation preference of $25.00 per depositary share (equivalent to $25,000 per underlying preferred share). Dividends are paid quarterly on February 10, May 10, August 10, and November 10, at a rate equal to the greater of 3-month USD LIBOR plus 75 basis points or a 3.75% floor, reset each quarter. Because dividends are non-cumulative, any dividend not declared by the board for a given period is permanently forfeited — holders have no claim to missed payments in future periods. The Series A Preferred Stock ranks senior to Goldman Sachs's common stock and on a parity with other preferred series (absent holder consent for a senior series), but is junior to all debt obligations and non-equity claims of the holding company. As a holding company issue, it is structurally subordinated to the liabilities of Goldman Sachs's operating subsidiaries. The stock also carries a regulatory conversion right: if Goldman Sachs becomes subject to new regulatory capital requirements (e.g., Tier 1 or CSE-equivalent capital rules) and elects to qualify this preferred stock thereunder, it may unilaterally convert the Series A into a new preferred series with modified terms — without holder consent — provided the new terms are not materially less favorable in the aggregate. Goldman Sachs may not call the stock before April 25, 2010; thereafter it is redeemable at $25.00 per depositary share on 30–60 days' notice. At par, the effective minimum yield is 3.75% annually (floor rate), with upside if 3-month LIBOR exceeds 3.00%. Dividends that constitute qualified dividend income are taxable to non-corporate U.S. holders at a maximum 15% rate (subject to holding period requirements), and corporate holders may claim a 70% dividends-received deduction subject to applicable limitations. The record date is the 15th calendar day before each payment date. Dividend stopper mechanics prevent Goldman Sachs from paying or repurchasing its common stock or other junior securities in any quarter for which the prior period's Series A dividend has not been paid in full; additionally, if Goldman Sachs defers interest on certain outstanding debt instruments, it is also blocked from paying dividends on the Series A during that deferral period.

Summarized from the SEC prospectus filing.

Distribution History

Floating Rate Terms

Conversion Terms

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If the full dividend for the most recently completed dividend period on the Series A Preferred Stock has not been declared and paid, Goldman Sachs may not pay or declare dividends on, or repurchase, its common stock or any other securities junior to the Series A Preferred Stock (with limited exceptions for affiliate market-making). Additionally, during any period in which Goldman Sachs has deferred interest payments on outstanding debt securities that carry such deferral rights, it may not pay dividends on the Series A Preferred Stock.

Other Preferreds from Goldman Sachs Group Inc

Div Score Breakdown

Reinvesty's multi-factor safety analysis for this preferred, composite score: 61 (Strong)