424B2 1 a13-21593_11424b2.htm PROSPECTUS SUPPLEMENT NO. 2460 ADDENDUM DATED OCTOBER 30, 2013

 

Filed Pursuant to Rule 424(b)(2)

Registration Statement No. 333-176914

 

The Goldman Sachs Group, Inc.
$1,940,000
Callable Monthly EURO STOXX 50® Index-Linked Range Accrual Notes due 2028

 

 

This prospectus supplement addendum relates to $280,000 principal amount of notes, which we call the “reopened notes,” which are being initially offered on the date of this prospectus supplement addendum.  $1,660,000 principal amount of the notes, which we call the “original notes,” were issued on October 30, 2013, as described in the accompanying prospectus supplement no. 2460 dated October 25, 2013.  The original notes and the reopened notes have identical terms and conditions and have the same CUSIP (38147QZJ8) and ISIN (US38147QZJ83) numbers. In this prospectus supplement addendum, the term “notes” means, collectively, the reopened notes and the original notes.

 

The following information supplements, and should be read with, the accompanying prospectus supplement no. 2460 dated October 25, 2013, the accompanying prospectus supplement dated September 19, 2011 and the accompanying prospectus dated September 19, 2011.

 

Your investment in the notes involves certain risks, including, among other things, our credit risk.  See page S-10 of the accompanying prospectus supplement no. 2460 dated October 25, 2013.  You should read the additional disclosure regarding the terms of the notes, risk factors and the index in the accompanying prospectus supplement no. 2460 so that you may better understand the risks of your investment.

 

The estimated value of your notes at the time the terms of the reopened notes were set on the date the reopened notes were traded (as determined by reference to pricing models used by Goldman, Sachs & Co. (GS&Co.) and taking into account our credit spreads) was equal to approximately $931 per $1,000 face amount, which is less than the original issue price.  The value of your notes at any time will reflect many factors and cannot be predicted; however, the price (not including GS&Co.’s customary bid and ask spreads) at which GS&Co. would buy or sell notes (if it makes a market, which it is not obligated to do) and the value that GS&Co. will use for account statements and otherwise exceeds the estimated value of your notes as determined by reference to these models as described on the cover of prospectus supplement no. 2460.

 

Original issue date
(settlement date):

 November 1, 2013

 

Original issue price:

 

100.00% of the face amount of the reopened notes

Underwriting discount:

3.55% of the face amount of the reopened notes

 

Net proceeds to the issuer:

 

96.45% of the face amount of the reopened notes

 

On August 22, 2013, Moody’s Investors Service (“Moody’s”) announced that it had placed the senior and subordinated debt ratings of the holding companies of the largest U.S. banks under review as it considers reducing its government (or systemic) support assumptions to reflect the impact of U.S. bank resolution policies.  Four of these holding companies, including The Goldman Sachs Group, Inc., are under review for a credit ratings downgrade by Moody’s.

 

We may decide to sell additional notes after the date the reopened notes were traded (October 30, 2013) 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 the 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 prospectus supplement addendum, the accompanying prospectus supplement no. 2460, 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 & Co.

Prospectus Supplement No. 2460 Addendum dated October 30, 2013

 



 

Goldman, Sachs & Co. will, and other affiliates of Goldman Sachs may, use this prospectus supplement addendum in connection with offers and sales of the notes in market-making transactions.

 

 

About Your Notes

 

The notes are part of the Medium-Term Notes, Series D program of The Goldman Sachs Group, Inc.  This prospectus supplement addendum constitutes a supplement to the documents listed below and should be read in conjunction with such documents:

 

·     Prospectus supplement no. 2460 dated October 25, 2013

 

·     Prospectus supplement dated September 19, 2011

 

·     Prospectus dated September 19, 2011

 

The information in this prospectus supplement addendum supersedes any conflicting information in the documents listed above.  In addition, some of the terms or features described in the listed documents may not apply to your notes.

 

 

 



 

The Index

 

The EURO STOXX 50® Index, which we refer to as the EURO STOXX 50 Index, is a capitalization-weighted index of 50 European blue-chip stocks and was created by STOXX Limited, a joint venture among Deutsche Boerse AG, Dow Jones & Company, Inc. and SWX Swiss Exchange. Publication of the EURO STOXX 50 Index began on February 26, 1998, based on an initial index value of 1,000 at December 31, 1991. The level of the EURO STOXX 50 Index is disseminated on, and additional information about the index is published on, the STOXX Limited website: http://www.stoxx.com. We are not incorporating by reference the website or any material it includes in this pricing supplement. STOXX Limited is under no obligation to continue to publish the EURO STOXX 50 Index and may discontinue publication of the EURO STOXX 50 Index at any time.

 

The top ten constituent stocks of the EURO STOXX 50 Index as of October 28, 2013, by weight, are: Total S.A. (5.40%), Sanofi (4.89%), Siemens AG (4.18%), Bayer AG (4.06%), Banco Santander S.A. (3.79%), BASF SE (3.74%), Daimler AG (3.12%), Anheuser-Busch InBev N.V. (3.02%), BNP Paribas S.A. (3.00%) and Allianz SE (3.00%); constituent weights may be found at http://www.stoxx.com/download/indices/factsheets/sx5e_fs.pdf under “Factsheets and Methodologies” and are updated periodically.

 

As of October 28, 2013, the sixteen industry sectors which comprise the EURO STOXX 50 Index represent the following weights in the index: Automobiles & Parts (5.90%), Banks (15.96%), Chemicals (9.52%), Construction & Materials (2.99%), Food & Beverage (7.22%), Health Care (5.79%), Industrial Goods & Services (10.15%), Insurance (9.41%), Media (1.28%), Oil & Gas (8.81%), Personal & Household Goods (3.65%), Real Estate (1.02%), Retail (2.27%), Technology (4.36%), Telecommunications (5.69%) and Utilities (5.99%); industry weightings may be found at http://www.stoxx.com/download/indices/factsheets/sx5e_fs.pdf under “Factsheets and Methodologies” and are updated periodically. Percentages may not sum to 100% due to rounding. Sector designations are determined by the index sponsor using criteria it has selected or developed. Index sponsors may use very different standards for determining sector designations. In addition, many companies operate in a number of sectors, but are listed in only one sector and the basis on which that sector is selected may also differ. As a result, sector comparisons between indices with different index sponsors may reflect differences in methodology as well as actual differences in the sector composition of the indices.

 

As of October 28, 2013, the seven countries which comprise the EURO STOXX 50 Index represent the following weights in the index: Belgium (3.02%), France (36.40%), Germany (32.46%), Ireland (0.70%), Italy (7.71%), Netherlands (7.13%) and Spain (12.59%); country weightings may be found at http://www.stoxx.com/download/indices/factsheets/sx5e_fs.pdf under “Factsheets and Methodologies” and are updated periodically.

 

The above information supplements the description of the EURO STOXX 50® Index found in the accompanying prospectus supplement no. 2460.

 

THE EURO STOXX 50® INDEX (THE “INDEX”) AND THE TRADEMARKS USED IN THE INDEX NAME ARE THE INTELLECTUAL PROPERTY OF STOXX LIMITED, ZURICH, SWITZERLAND (“STOXX”) AND/OR ITS LICENSORS. THE INDEX IS USED UNDER LICENSE FROM STOXX. THIS SECURITY IS IN NO WAY SPONSORED, ENDORSED, SOLD OR PROMOTED BY STOXX AND ITS LICENSORS AND NEITHER STOXX NOR ITS LICENSORS SHALL HAVE ANY LIABILITY WITH RESPECT THERETO

 

 

Historical High, Low and Closing Levels of the Index

 

The closing level of the index has fluctuated in the past and may, in the future, experience significant fluctuations.  Any historical upward or downward trend in the closing level of the index during any period shown below is not an indication that the index is more or less likely to increase or decrease at any time during the life of your notes.

 

2013

High

Low

Close

Quarter ended September 30

2,936.20

2,570.76

2,893.15

Quarter ending December 31 (through October 30, 2013)

3,050.64

2,902.12

3,040.69

 



 

Supplemental Plan of Distribution

 

The Goldman Sachs Group, Inc. has agreed to sell to Goldman, Sachs & Co., and Goldman, Sachs & Co. has agreed to purchase from The Goldman Sachs Group, Inc., the aggregate face amount of the reopened notes specified above.  Goldman, Sachs & Co. proposes initially to offer the reopened notes to the public at the original issue price specified above, and to certain securities dealers at such prices less a concession not in excess of 3.00% of the face amount of the reopened notes.

 

The Goldman Sachs Group, Inc. estimates that its share of the total offering expenses for the reopened notes, excluding underwriting discounts and commissions, will be approximately $5,000.

 

We will deliver the reopened notes against payment therefor in New York, New York on November 1, 2013, which is the second scheduled business day following the date of this prospectus supplement addendum and of the pricing of the reopened notes.

 

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.

 

Validity of the Notes

 

In the opinion of Sidley Austin LLP, as counsel to The Goldman Sachs Group, Inc., when the reopened notes offered by this prospectus supplement addendum have been executed and issued by The Goldman Sachs Group, Inc. and authenticated by the trustee pursuant to the indenture, and delivered against payment as contemplated herein, such reopened notes will be valid and binding obligations of The Goldman Sachs Group, Inc., enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above. This opinion is given as of the date hereof and is limited to the Federal laws of the United States, the laws of the State of New York and the General Corporation Law of the State of Delaware as in effect on the date hereof. In addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery of the indenture and the genuineness of signatures and certain factual matters, all as stated in the letter of such counsel dated September 19, 2011, which has been filed as Exhibit 5.5 to The Goldman Sachs Group, Inc.’s registration statement on Form S-3 filed with the Securities and Exchange Commission on September 19, 2011.