Obligation Goldman & Sachs 6% ( US38141EA661 ) en USD

Goldman & Sachs

100 % ⇌

Etas-Unis

US38141EA661 ( en USD )

6% par an ( paiement semestriel )

15/06/2020 - Obligation échue

Prospectus brochure de l'obligation Goldman Sachs US38141EA661 en USD 6%, échue

2 000 USD

2 000 000 000 USD

38141EA66

N/A

N/A

Goldman Sachs est une banque d'investissement multinationale américaine offrant des services financiers tels que la banque d'investissement, la gestion d'actifs, la gestion de patrimoine et la vente et négociation de titres.

L'analyse d'un instrument de dette spécifique, une obligation émise par Goldman Sachs, acteur majeur et diversifié de la finance mondiale dont le siège est aux États-Unis, réputé pour ses activités de banque d'investissement, de gestion d'actifs et de titres, révèle les caractéristiques suivantes : identifiée par le code ISIN US38141EA661 et le code CUSIP 38141EA66, cette émission libellée en dollars américains (USD), d'un montant total de 2 milliards USD et accessible avec un minimum d'achat de 2 000 USD, proposait un taux d'intérêt nominal de 6% versé bisannuellement et, ayant atteint sa maturité le 15 juin 2020 avec un prix de marché à 100% à cette date, elle a été intégralement remboursée à terme.

e424b2
Page 1 of 18
424B2 1 y84820e424b2.htm PRICING SUPPLEMENT NO. 397 DATED MAY 26, 2010
http://sec.gov/Archives/edgar/data/886982/000095012310054098/y84820e424b2.htm
6/3/2010

e424b2
Page 2 of 18
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-154173

Pricing Supplement to the Prospectus dated April 6, 2009 and the
Prospectus Supplement dated April 6, 2009 -- No. 397

$1,250,000,000

The Goldman Sachs Group, Inc.
6.00% Notes due 2020
Medium-Term Notes, Series D

The notes being purchased have the following terms:

Issuer: The Goldman Sachs Group, Inc.

Principal amount: $1,250,000,000

Stated maturity: June 15, 2020

Specified currency: U.S. dollars

· principal: U.S. dollars
· interest: U.S. dollars
· exchange rate agent: not applicable

Trade date: May 26, 2010

Original issue date: June 3, 2010

Original issue price: 99.744% ($1,246,800,000 plus accrued and unpaid interest, if any, from June 3, 2010)

Underwriting discount: 0.450%

Net price/proceeds to The Goldman Sachs Group, Inc.: 99.294% ($1,241,175,000) (before expenses)

CUSIP no.: 38141EA66

ISIN: US38141EA661

Common Code: 051469623

Original issue discount notes: no

· total amount of OID:
· yield to maturity:
· initial accrual period OID:
Form of notes:

http://sec.gov/Archives/edgar/data/886982/000095012310054098/y84820e424b2.htm
6/3/2010

e424b2
Page 3 of 18
· master global book-entry form only: yes
· non-global form available: no

Redemption before stated maturity: optional, but only if we become obligated to pay additional amounts because of U.S. withholding
tax requirements

If interest rate is fixed: yes

· annual rate: 6.00%
· date interest starts accruing: June 3, 2010
· interest payment dates: June 15 and December 15, commencing on December 15, 2010
· regular record dates: June 1 and December 1
· denominations: $2,000 and integral multiples of $1,000 thereafter
· day count convention: 30/360 (ISDA)
· business day: New York
· business day convention: following unadjusted

Listing: none

If interest rate is floating: not applicable

Defeasance applies as follows: not applicable

· full defeasance -- i.e., our right to be relieved of all our obligations on the note by placing funds in trust for the investor:
· covenant defeasance -- i.e., our right to be relieved of specified provisions of the note by placing funds in trust for the investor:

The information above, if any, about the original issue date, trade date, original issue price, net proceeds and original issue
discount relates only to the initial sale of the notes. If the notes are sold in a market-making transaction after their initial sale,
information about the price paid and the date of the sale will be provided in a separate confirmation of sale. Please refer to the
accompanying prospectus dated April 6, 2009 and the accompanying prospectus supplement dated April 6, 2009 for additional
information about the notes being purchased.

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. Any representation to the contrary is a criminal offense.

The notes have been registered under the Securities Act of 1933 solely for the purpose of sales in the United States; they have not
been and will not be registered for the purpose of any sales outside the United States.

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.

http://sec.gov/Archives/edgar/data/886982/000095012310054098/y84820e424b2.htm
6/3/2010

e424b2
Page 4 of 18
Goldman, Sachs & Co.

CastleOak Securities, L.P.

Loop Capital Markets, LLC
Daiwa Securities America Inc.

Mizuho Securities USA Inc.
KKR

Pricing Supplement dated May 26, 2010.
http://sec.gov/Archives/edgar/data/886982/000095012310054098/y84820e424b2.htm
6/3/2010

e424b2
Page 5 of 18
Table of Contents

Payment of Additional Amounts

We intend to make all payments on the notes without deducting U.S. withholding taxes. If we are required by law to do so
on payments to non-U.S. investors, however, we will pay additional amounts on those payments to the extent described in this
subsection.

We will pay additional amounts on a note only if the beneficial owner of the note is a United States alien. The term
"United States alien" means any person who, for U.S. federal income tax purposes is:

· a nonresident alien individual;

· a foreign corporation;

· a foreign partnership one or more of the members of which is, for U.S. federal income tax purposes, a foreign corporation, a
nonresident alien individual or a nonresident alien fiduciary of a foreign estate or trust; or

· a nonresident alien fiduciary of an estate or trust that is not subject to U.S. federal income tax on a net income basis on
income or gain from a note.

If the beneficial owner of a note is a United States alien, we will pay all additional amounts that may be necessary so that
every net payment of interest or principal on that note will not be less than the amount provided for in that note. By net
payment, we mean the amount we or our paying agent pays after deducting or withholding an amount for or on account of any
present or future tax, assessment or other governmental charge imposed with respect to that payment by a U.S. taxing
authority.

Our obligation to pay additional amounts is subject to several important exceptions, however. We will not pay additional
amounts for or on account of any of the following:

· any tax, assessment or other governmental charge imposed solely because at any time there is or was a connection
between the beneficial owner -- or between a fiduciary, settlor, beneficiary or member of the beneficial owner, if the
beneficial owner is an estate, trust or partnership -- and the United States (other than the mere receipt of a payment or the
ownership or holding of a note), including because the beneficial owner -- or the fiduciary, settlor, beneficiary or member --
at any time, for U.S. federal income tax purposes:

-- is or was a citizen or resident or is or was treated as a resident of the United States;

-- is or was present in the United States;

-- is or was engaged in a trade or business in the United States;

-- has or had a permanent establishment in the United States;

http://sec.gov/Archives/edgar/data/886982/000095012310054098/y84820e424b2.htm
6/3/2010

e424b2
Page 6 of 18
-- is or was a personal holding company, a passive foreign investment company or a controlled foreign corporation;

-- is or was a corporation that accumulates earnings to avoid U.S. federal income tax; or

-- is or was a "ten percent shareholder" of The Goldman Sachs Group, Inc.;

· any tax, assessment or other governmental charge imposed solely because of a change in applicable law or regulation, or in
any official interpretation or application of applicable law or regulation, that becomes effective more than 15 days after the
day on which the payment becomes due or is duly provided for, whichever occurs later;

· any estate, inheritance, gift, sales, excise, transfer, wealth or personal property tax, or any similar tax, assessment or other
governmental charge;

· any tax, assessment or other governmental charge imposed solely because the beneficial holder or any other person fails to
comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or
connection with the United States of the holder or any beneficial owner of the note, if compliance is required by statute or by
regulation of the U.S. Treasury department or by an applicable income tax treaty to which the United States is a party, as a
precondition to exemption from such tax, assessment or other governmental charge;

PS-2
http://sec.gov/Archives/edgar/data/886982/000095012310054098/y84820e424b2.htm
6/3/2010

e424b2
Page 7 of 18
Table of Contents

· any tax, assessment or other governmental charge that can be paid other than by deduction or withholding from a payment
on the notes;

· any tax, assessment or other governmental charge imposed solely because the payment is to be made by a particular
paying agent (including The Goldman Sachs Group, Inc.) and would not be imposed if made by another paying agent;

· by or on behalf of a holder who would be able to avoid withholding or deduction by presenting the note to another paying
agent in a Member State of the European Union;

· any tax, assessment or other governmental charge imposed solely because the holder (1) is a bank purchasing the note in
the ordinary course of its lending business or (2) is a bank that is neither (A) buying the note for investment purposes only
nor (B) buying the note for resale to a third party that either is not a bank or holding the note for investment purposes only; or

· any combination of the taxes, assessments or other governmental charges described above.

In addition, we will not pay additional amounts with respect to any payment of principal, or interest to any United States
alien who is a fiduciary or a partnership, or who is not the sole beneficial owner of the payment, to the extent that we would not
have to pay additional amounts to any beneficiary or settlor of the fiduciary or any member of the partnership, or to any
beneficial owner of the payment, if that person or entity were treated as the beneficial owner of the note for these purposes.

When we refer to a "U.S. taxing authority" in this subsection and "-- Payment of Additional Amounts" above, we mean
the United States of America or any state, other jurisdiction or taxing authority in the United States. When we refer to the
"United States", we mean the United States of America, including the states and the District of Columbia, together with the
territories, possessions and all those areas subject to the jurisdiction of the United States of America.

When we refer to any payment of interest or principal on a note, this includes any additional amount that may be payable
as described above in respect of that payment.

When We Can Redeem the Notes

We will not be permitted to redeem the notes before their stated maturity, except 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 be entitled, at our option, to redeem the outstanding notes in whole and not in part if at any time we become
obligated to pay additional amounts on any notes on the next interest payment date, but only if our obligation results from a
change in the laws or regulations of any U.S. taxing authority, or from a change in any official interpretation or application of
those laws or regulations, that becomes effective or is announced on or after May 26, 2010.

If we redeem the notes, we will do so at a redemption price equal to 100% of the principal amount of the notes
redeemed, plus accrued interest to the redemption date.

http://sec.gov/Archives/edgar/data/886982/000095012310054098/y84820e424b2.htm
6/3/2010

e424b2
Page 8 of 18
If we become entitled to redeem the notes, we may do so at any time on a redemption date of our choice. However, we
must give the holders of the notes being redeemed notice of the redemption not less than 30 days or more than 60 days
before the redemption date and not more than 90 days before the next date on which we would be obligated to pay additional
amounts. In addition, our obligation to pay additional amounts must remain in effect when we give the notice of redemption.
We will give the notice in the manner described under "Description of Debt Securities We May Offer -- Notices" in the
accompanying prospectus.

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.

PS-3
http://sec.gov/Archives/edgar/data/886982/000095012310054098/y84820e424b2.htm
6/3/2010

e424b2
Page 9 of 18
Table of Contents
U.S. Federal Income Tax Consequences

You should carefully consider, among other things, the matters set forth under "United States Taxation" in the
accompanying prospectus supplement and the accompanying prospectus. The following discussion supplements the section
"United States Taxation" in the accompanying prospectus supplement and the accompanying prospectus and is subject to the
limitations and exceptions set forth therein.

Medicare Tax. For taxable years beginning after December 31, 2012, a U.S. holder that is an individual or estate, or a
trust that does not fall into a special class of trusts that is exempt from such tax, is subject to a 3.8% tax on the lesser of
(1) the U.S. holder's "net investment income" for the relevant taxable year and (2) the excess of the U.S. holder's modified
gross income for the taxable year over a certain threshold (which in the case of individuals will be between $125,000 and
$250,000, depending on the individual's circumstances). A holder's net investment income will generally include its interest
income and its net gains from the disposition of notes, unless such interest payments or net gains are derived in the ordinary
course of the conduct of a trade or business (other than a trade or business that consists of certain passive or trading
activities). If you are a U.S. holder that is an individual, estate or trust, you are urged to consult your tax advisors regarding the
applicability of the Medicare tax to your income and gains in respect of your investment in the notes.

Backup Withholding and Information Reporting. Notwithstanding the discussion under "United States Taxation --
Taxation of Debt Securities -- Backup Withholding and Information Reporting" in the accompanying prospectus, pursuant to
recently enacted legislation, payments on the notes made to corporate U.S. Holders after December 31, 2011 may be subject
to information reporting and backup withholding.

PS-4
http://sec.gov/Archives/edgar/data/886982/000095012310054098/y84820e424b2.htm
6/3/2010

e424b2
Page 10 of 18
Table of Contents

SUPPLEMENTAL PLAN OF DISTRIBUTION

The Goldman Sachs Group, Inc. and the underwriters for this offering named below have entered into a terms agreement
and a distribution agreement with respect to the notes. Subject to certain conditions, each underwriter named below has
severally agreed to purchase the principal amount of notes indicated in the following table.

Principal Amount

Underwriters

of Notes

Goldman, Sachs & Co.

$
1,200,000,000
Daiwa Securities America Inc.

12,500,000
KKR Capital Markets LLC

12,500,000
Mizuho Securities USA Inc.

12,500,000
CastleOak Securities, L.P.

6,250,000
Loop Capital Markets, LLC

6,250,000

Total
$
1,250,000,000

The underwriters are committed to take and pay for all of the notes being offered, if any are taken.

The following table shows the per $1,000 note and total underwriting discounts and commissions to be paid to the
underwriters by us.

Per note
$
4.50

Total

$
5,625,000.00

Notes sold by the underwriters to the public will initially be offered at the original issue price set forth on the cover of this
pricing supplement. The underwriters intend to purchase the notes from The Goldman Sachs Group, Inc. at a purchase price
equal to the original issue price less a discount of 0.45% of the principal amount of the notes. Any notes sold by the
underwriters to securities dealers may be sold at a discount from the original issue price of up to 0.20% of the principal amount
of the notes. Any such securities dealers may resell any notes purchased from the underwriters to certain other brokers or
dealers at a discount from the original issue price of up to 0.15% of the principal amount of the notes. If all of the offered notes
are not sold at the original issue price, the underwriters may change the offering price and the other selling terms. The offering
of the notes by the underwriters is subject to receipt and acceptance and subject to the underwriters' right to reject any order
in whole or in part.

The underwriters intend to offer the notes for sale in the United States either directly or through affiliates or other dealers
acting as selling agents. The underwriters may also offer the notes for sale outside the United States either directly or through
affiliates or other dealers acting as selling agents. This pricing supplement may be used by the underwriters and other dealers
in connection with offers and sales of notes made in the United States, as well as offers and sales in the United States of
notes initially sold outside the United States. The notes have not been, and will not be, registered under the Securities Act of
1933 for the purpose of sales outside the United States.

Please note that the information about the original issue date, original issue price and net proceeds to The Goldman
Sachs Group, Inc. on the front cover page relates only to the initial sale of the notes. If you have purchased a note in a market-
http://sec.gov/Archives/edgar/data/886982/000095012310054098/y84820e424b2.htm
6/3/2010