UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
May 22, 2015
THE GOLDMAN SACHS GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | No.001-14965 | No.13-4019460 | ||||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||
200 West Street New York, New York | 10282 | |||||
| (Address of principal executive offices) | (Zip Code) | |||||
Registrant’s telephone number, including area code: (212) 902-1000
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| 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 May 22, 2015, pursuant to the Company’s automatic shelf registration statement on FormS-3 (FileNo. 333-198735) (as amended, the “Registration Statement”):
| • | $2,000,000,000 5.15% Subordinated Notes due 2045 |
| • | $750,000,000 Floating Rate Notes due 2017 |
| • | $2,225,000,000 3.75% Notes due 2025 |
(d) Exhibits.
The following exhibits are incorporated by reference into the Registration Statement as exhibits thereto and are filed as part of this Current Report:
4.1 | Ninth Supplemental Subordinated Debt Indenture, dated as of May 20, 2015, between the Company and The Bank of New York Mellon as Trustee. | |
4.2 | Form of 5.15% Subordinated Notes due 2045. | |
5.1 | Opinion of Sullivan & Cromwell LLP. | |
23.1 | Consent of Sullivan & Cromwell LLP (included as part of Exhibit 5.1). | |
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: May 22, 2015 | By: | /s/ Kenneth L. Josselyn | ||||||
| Name: | Kenneth L. Josselyn | |||||||
| Title: | Assistant Secretary | |||||||