424B2 1 d434797d424b2.htm PRELIMINARY PRICING SUPPLEMENT DATED NOVEMBER 8, 2012 Preliminary Pricing Supplement dated November 8, 2012
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Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-176914

 

The information in this preliminary pricing supplement is not complete and may be changed. This preliminary pricing supplement is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

Subject to Completion. Dated November 8, 2012.

 

LOGO

 

Pricing Supplement to the Prospectus dated September 19, 2011 and the

Prospectus Supplement dated September 19, 2011 — No.

 

$            

 

The Goldman Sachs Group, Inc.

Callable Fixed Rate Medium-Term Notes, Series D, due 2027

 

 

 

We will pay you interest semi-annually on your notes at a rate of 4.125% per annum from and including November     , 2012 to but excluding the stated maturity date (November      , 2027). Interest will be paid on each May         and November     . The first such payment will be made on May     , 2013.

In addition, we may redeem the notes at our option, in whole but not in part, on each May    , August     , November      and February      on or after May     , 2017, upon five business days’ prior notice, at a redemption price equal to 100% of the outstanding principal amount plus accrued and unpaid interest to but excluding the redemption date.

 

 

 

 

Original issue date:                        , 2012    Original issue price:    100% of the face amount
Underwriting discount:            % of the face amount    Net proceeds to the issuer:            % of the face amount

 

 

The original issue price set forth above does not include accrued interest, if any. Interest on the notes will accrue from November     , 2012 and must be paid by the purchaser if the notes are delivered after November     , 2012. The issue price, underwriting discount and net proceeds listed above relate to the notes we sell initially. We may decide to sell additional notes after the date of this pricing supplement, at issue prices and with underwriting discounts and net proceeds that differ from the amounts set forth above. The return (whether positive or negative) on your investment in notes will depend in part on the issue price you pay for such notes.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this pricing supplement, the accompanying prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

The notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.

 

 

Goldman Sachs may use this pricing supplement, the accompanying prospectus supplement and the accompanying prospectus in the initial sale of the notes. In addition, Goldman, Sachs & Co. or any other affiliate of Goldman Sachs may use this pricing supplement, the accompanying prospectus supplement and the accompanying prospectus in a market-making transaction in the notes after their initial sale. Unless Goldman Sachs or its agent informs the purchaser otherwise in the confirmation of sale, this pricing supplement, the accompanying prospectus supplement and the accompanying prospectus are being used in a market-making transaction.

 

 

 

Goldman, Sachs & Co.

 

 

Pricing Supplement dated November     , 2012.


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SPECIFIC TERMS OF THE NOTES

 

Please note that in this section entitled “Specific Terms of the Notes”, references to “The Goldman Sachs Group, Inc.”, “we”, “our” and “us” mean only The Goldman Sachs Group, Inc. and do not include any of its consolidated subsidiaries. Also, in this section, references to “holders” mean The Depository Trust Company (DTC) or its nominee and not indirect owners who own beneficial interests in notes through participants in DTC. Please review the special considerations that apply to indirect owners in the accompanying prospectus, under “Legal Ownership and Book-Entry Issuance”.

This pricing supplement no.      dated November     , 2012 (pricing supplement) and the accompanying prospectus dated September 19, 2011 (accompanying prospectus), relating to the notes, should be read together. Because the notes are part of a series of our debt securities called Medium-Term Notes, Series D, this pricing supplement and the accompanying prospectus should also be read with the accompanying prospectus supplement, dated September 19, 2011 (accompanying prospectus supplement). Terms used but not defined in this pricing supplement have the meanings given them in the accompanying prospectus or accompanying prospectus supplement, unless the context requires otherwise.

The notes are part of a separate series of our debt securities under our Medium-Term Notes, Series D program governed by our Senior Debt Indenture, dated as of July 16, 2008, between us and The Bank of New York Mellon, as trustee. This pricing supplement summarizes specific terms that will apply to your notes. The terms of the notes described here supplement those described in the accompanying prospectus supplement and accompanying prospectus and, if the terms described here are inconsistent with those described there, the terms described here are controlling.

Terms of the Callable Fixed Rate Medium-Term Notes, Series D, due 2027

 

Issuer: The Goldman Sachs Group, Inc.

Principal amount: $

Specified currency: U.S. dollars ($)

Type of Notes: Fixed rate notes (notes)

Denominations: $1,000 and integral multiples of $1,000 in excess thereof

Trade date:

Original issue date: November     , 2012

Stated maturity date: November     , 2027

Interest rate: 4.125% per annum from and including November    , 2012 to but excluding November      , 2027

Original issue discount (OID): not applicable

Interest payment dates: November      and May      of each year, commencing on May     , 2013 and ending on the stated maturity date

Regular record dates: for interest due on an interest payment date, the day immediately prior to the day on which payment is to be made (as such payment date may be adjusted under the applicable business day convention specified below)

Day count convention: 30/360 (ISDA)

Business day: New York

Business day convention: following unadjusted

 

Redemption at option of issuer before stated maturity: We may redeem the notes at our option, in whole but not in part, on each May    , August     , November      and February      on or after May    , 2017, upon five business days’ prior notice, at a redemption price equal to 100% of the outstanding principal amount plus accrued and unpaid interest to but excluding the redemption date

Listing: None

ERISA: as described under “Employee Retirement Income Security Act” on page 138 of the accompanying prospectus

CUSIP no.: 38141GHX5

ISIN no.: US38141GHX51

Form of notes: Your notes will be issued in book-entry form and represented by a master global note. You should read the section “Legal Ownership and Book-Entry Issuance” in the accompanying prospectus for more information about notes issued in book-entry form

Defeasance applies as follows:

 

 

full defeasance — i.e., our right to be relieved of all our obligations on the note by placing funds in trust for the holder: yes

 

 

covenant defeasance — i.e., our right to be relieved of specified provisions of the note by placing funds in trust for the holder: yes

FDIC: The notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank

Calculation Agent: Goldman, Sachs & Co.

 

 

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ADDITIONAL INFORMATION ABOUT THE NOTES

Book-Entry System

We will issue the notes as a master global note registered in the name of DTC, or its nominee. The sale of the notes will settle in immediately available funds through DTC. You will not be permitted to withdraw the notes from DTC except in the limited situations described in the accompanying prospectus under “Legal Ownership and Book-Entry Issuance — What Is a Global Security? — Holder’s Option to Obtain a Non-Global Security; Special Situations When a Global Security Will Be Terminated”. Investors may hold interests in a master global note through organizations that participate, directly or indirectly, in the DTC system.

When We Can Redeem the Notes

We will be permitted to redeem the notes at our option before their stated maturity, as described below. The notes will not be entitled to the benefit of any sinking fund – that is, we will not deposit money on a regular basis into any separate custodial account to repay your note. In addition, you will not be entitled to require us to buy your note from you before its stated maturity.

We will have the right to redeem the notes at our option, in whole but not in part, on each May     , August     , November      and February      on or after May     , 2017, at a redemption price equal to 100% of the outstanding principal amount plus accrued and unpaid interest to but excluding the redemption date. We will provide not less than five business days’ prior notice in the manner described under “Description of Debt Securities We May Offer — Notices” in the attached prospectus. If the redemption notice is given and funds deposited as required, then interest will cease to accrue on and after the redemption date on the notes. If any redemption date is not a business day, we will pay the redemption price on the next business day without any interest or other payment due to the delay.

What are the Tax Consequences of the Notes

Please see the discussion under “United States Taxation” in the accompanying prospectus supplement and the accompanying prospectus.

 

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SUPPLEMENTAL PLAN OF DISTRIBUTION

The Goldman Sachs Group, Inc. expects to agree to sell to Goldman, Sachs & Co., and Goldman, Sachs & Co. expects to agree to purchase from The Goldman Sachs Group, Inc., the aggregate face amount of the offered notes specified on the front cover of this prospectus supplement. Goldman, Sachs & Co. proposes initially to offer the notes to the public at the original issue price set forth on the cover page of this pricing supplement. Goldman, Sachs & Co. proposes initially to offer the notes to the public at the original issue prices set forth on the cover page of this pricing supplement, and to certain securities dealers at such prices less a concession not in excess of         % of the face amount.

In the future, Goldman, Sachs & Co. or other affiliates of The Goldman Sachs Group, Inc. may repurchase and resell the offered notes in market-making transactions, with resales being made at prices related to prevailing market prices at the time of resale or at negotiated prices. The Goldman Sachs Group, Inc. estimates that its share of the total offering expenses, excluding underwriting discounts and commissions, will be approximately $            . For more information about the plan of distribution and possible market-making activities, see “Plan of Distribution” in the accompanying prospectus.

We expect to deliver the notes against payment therefor in New York, New York on             , 2012, which is expected to be the fifth scheduled business day following the date of this pricing supplement and of the pricing of the notes. Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on any day prior to three business days before delivery will be required, by virtue of the fact that the notes are initially expected to settle in five business days (T + 5), to specify alternative settlement arrangements to prevent a failed settlement.

We have been advised by Goldman, Sachs & Co. that it intends to make a market in the notes. However, neither Goldman, Sachs & Co. nor any of our other affiliates that makes a market is obligated to do so and any of them may stop doing so at any time without notice. No assurance can be given as to the liquidity or trading market for the notes.

 

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We have not authorized anyone to provide any information or to make any representations other than those contained or incorporated by reference in this pricing supplement, the accompanying prospectus supplement or the accompanying prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This pricing supplement, the accompanying prospectus supplement and the accompanying prospectus is an offer to sell only the notes offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this pricing supplement, the accompanying prospectus supplement and the accompanying prospectus is current only as of the respective dates of such documents.

 

 

TABLE OF CONTENTS

Pricing Supplement

 

    Page  

Specific Terms of the Notes

    PS-2   

Additional Information About the Notes

    PS-3   

Supplemental Plan of Distribution

    PS-4   

Prospectus Supplement dated September 19, 2011

  

Use of Proceeds

    S-2   

Description of Notes We May Offer

    S-3   

United States Taxation

    S-25   

Employee Retirement Income Security Act

    S-26   

Supplemental Plan of Distribution

    S-27   

Validity of the Notes

    S-28   

Prospectus dated September 19, 2011

  

Available Information

    2   

Prospectus Summary

    4   

Use of Proceeds

    8   

Description of Debt Securities We May Offer

    9   

Description of Warrants We May Offer

    33   

Description of Purchase Contracts We May Offer

    48   

Description of Units We May Offer

    53   

Description of Preferred Stock We May Offer

    58   

The Issuer Trusts

    65   

Description of Capital Securities and Related Instruments

    67   

Description of Capital Stock of The Goldman Sachs Group, Inc.

    88   

Legal Ownership and Book-Entry Issuance

    92   

Considerations Relating to Floating Rate Debt Securities

    97   

Considerations Relating to Securities Issued in Bearer Form

    98   

Considerations Relating to Indexed Securities

    102   

Considerations Relating to Securities Denominated or Payable in or Linked to a Non-U.S. Dollar Currency

    105   

Considerations Relating to Capital Securities

    108   

United States Taxation

    112   

Plan of Distribution

    135   

    Conflicts of Interest

    137   

Employee Retirement Income Security Act

    138   

Validity of the Securities

    139   

Experts

    139   

Review of Unaudited Condensed Consolidated Financial Statements by Independent Registered Public Accounting Firm

    139   

Cautionary Statement Pursuant to the Private Securities Litigation Reform Act of 1995

    140   

$            

The Goldman Sachs Group, Inc.

Callable Fixed Rate

Medium-Term Notes, Series D,

due 2027

 

 

 

 

       LOGO       

 

  

Goldman, Sachs & Co.