Terms

Series

Floating Rate Non-Cumulative Preferred Stock, Series C

Liquidation Preference

$25.00

Rate Type

Floating

Payment Frequency

Quarterly

Cumulative

No

Perpetual

Yes

Convertible

Yes

Callable

Yes

First Call Date

October 1, 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: Series A Preferred Stock, Series B Preferred Stock, Each Other Series Of Preferred Stock Issued At Least Equally; Senior To: Common Stock, Any Other Junior Stock Or Securities Of The Goldman Sachs Group, Inc.

Regulatory (Basel III) Call

Yes

Tax Classification

Qualified Dividend

Qualifies for QDI

Yes

Qualifies for DRD

Yes

Depositary Share Fraction

0.001

Prospectus Summary

The Goldman Sachs Group, Inc. is offering depositary shares, each representing a 1/1,000th interest in a share of its perpetual Floating Rate Non-Cumulative Preferred Stock, Series C, with a liquidation preference of $25,000 per underlying share (equivalent to $25.00 per depositary share). Dividends are paid quarterly on February 10, May 10, August 10, and November 10, at the greater of (i) a spread above 3-month USD LIBOR (spread left blank in this preliminary filing) or (ii) a 4.00% per annum floor. Because dividends are non-cumulative, any period in which the board does not declare a dividend is permanently forgone — holders have no right to recover skipped payments. The Series C Preferred Stock ranks senior to Goldman Sachs's common stock and pari passu with its existing Series A and Series B Preferred Stock, but is subordinate to all indebtedness and other non-equity claims of the holding company. As a holding-company issuance, it is structurally subordinated to creditors of Goldman Sachs's operating subsidiaries. Notably, Goldman Sachs has outstanding junior subordinated debt that permits interest deferral; during any such deferral period, dividends on the Series C Preferred Stock would also be blocked. Additionally, Goldman Sachs retains the right — without holder consent — to convert the Series C Preferred Stock into a new preferred series if regulatory capital requirements change and it elects to qualify the stock under a new Tier 1 Capital Equivalent framework, provided the new terms are not materially less favorable. At the $25.00 depositary share par value, the effective floor yield is 4.00% per annum ($1.00 annually / $0.25 per quarter), with potential upside if 3-month LIBOR plus the applicable spread exceeds 4.00%. Dividends qualifying as qualified dividend income (QDI) are taxable to non-corporate U.S. holders at a maximum 15% rate (through 2008), subject to the required holding period; corporate holders are eligible for a 70% dividends-received deduction (DRD). The record date is generally the 15th calendar day before each payment date. The dividend stopper restricts Goldman Sachs from paying dividends on or repurchasing common stock or junior securities in any period where full Series C dividends for the prior completed period have not been paid, protecting preferred holders' relative priority to current-period income distributions.

Summarized from the SEC prospectus filing.

Distribution History

Floating Rate Terms

Conversion Terms

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If Goldman Sachs has not paid full dividends on the Series C Preferred Stock for the most recently completed dividend period, it may not pay dividends on or repurchase common stock or any other junior-ranking securities (with a limited exception for affiliate market-making activity).

Other Preferreds from Goldman Sachs Group Inc

Div Score Breakdown

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