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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/24/21 Goldman Sachs Group Inc. S-3 2/23/21 33:5.9M Donnelley … Solutions/FA Goldman Sachs Capital II Goldman Sachs Capital VII Goldman Sachs Capital III GS Finance Corp. Goldman Sachs Capital I Goldman Sachs Capital VI |
Document/Exhibit Description Pages Size
1: S-3 Registration Statement - Securities for a HTML 2.41M
Transaction
5: EX-1.11 Form of Underwriting Agreement - Preferred Stock HTML 144K
6: EX-1.15 Form of Distribution Agreement, Series F HTML 243K
7: EX-1.16 Form of A&R Distribution Agreement, Series G HTML 230K
2: EX-1.3 Form of A&R Distribution Agreement, Series N HTML 233K
3: EX-1.6 Form of Underwriting Agreement - Debt Securities HTML 137K
4: EX-1.7 Form of Underwriting Agreement - Subordinated Debt HTML 140K
Securities
8: EX-5.1 Opinion of Richards Layton & Finger P.A. Re HTML 22K
Goldman Sachs Capital Vi and Vii
9: EX-5.2 Opinion of Sullivan & Cromwell LLP Re Omnibus HTML 48K
10: EX-5.3 Opinion of Sullivan & Cromwell LLP Re Guarantees HTML 20K
of Specified Cds
11: EX-5.4 Opinion of Sullivan & Cromwell LLP Re Guarantees HTML 20K
of Notes and Deposit Notes
12: EX-5.5 Opinion of Sidley Austin LLP Re Debt Securities of HTML 22K
Gs Group
13: EX-5.6 Opinion of Sidley Austin LLP Re Debt Securities of HTML 26K
Gsfc
14: EX-8.1 Tax Opinion of Sullivan & Cromwell LLP HTML 16K
15: EX-8.2 Tax Opinion of Sidley Austin LLP HTML 16K
16: EX-8.3 Tax Opinion of Sidley Austin LLP Re Gsfc HTML 16K
17: EX-23.1 Consent of Independent Registered Public Account HTML 14K
Firm
18: EX-25.1 Statement of Eligibility - Gsg 1999 Indenture HTML 43K
27: EX-25.10 Statement of Eligibility - Gs Cap 1 Guarantee HTML 44K
28: EX-25.11 Statement of Eligibility - Gs Cap 1I Guarantee HTML 43K
29: EX-25.12 Statement of Eligibility - Gs Cap Iii Guarantee HTML 43K
30: EX-25.13 Statement of Eligibility - Gs Cap Vi Guarantee HTML 44K
31: EX-25.14 Statement of Eligibility - Gs Cap Vi1 Guarantee HTML 43K
32: EX-25.15 Statement of Eligibility - Gsfc 2007 Indenture HTML 45K
33: EX-25.16 Statement of Eligibility - Gsfc 2008 Indenture HTML 27K
19: EX-25.2 Statement of Eligibility - Gsg 2008 Indenture HTML 43K
20: EX-25.3 Statement of Eligibility - Gsg 2004 Sub Debt HTML 43K
Indenture
21: EX-25.4 Statement of Eligibility - Warrant Indenture HTML 44K
22: EX-25.5 Statement of Eligibility - Gs Cap 1 Trust HTML 44K
Agreement
23: EX-25.6 Statement of Eligibility - Gs Cap 1V Trust HTML 43K
Agreement
24: EX-25.7 Statement of Eligibility - Gs Cap V Trust HTML 44K
Agreement
25: EX-25.8 Statement of Eligibility - Gs Cap V1 Trust HTML 43K
Agreement
26: EX-25.9 Statement of Eligibility - Gs Cap Vi1 Trust HTML 43K
Agreement
| Statement of Eligibility - GS Cap 1 Trust Agreement |
Exhibit 25.5
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
| ☐ | CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) |
THE BANK OF NEW YORK MELLON
(Exact name of trustee as specified in its charter)
| New York | 13-5160382 | |
| (Jurisdiction of incorporation | (I.R.S. employer | |
| if not a U.S. national bank) | identification no.) | |
| 240 Greenwich Street, New York, N.Y. | 10286 | |
| (Address of principal executive offices) | (Zip code) | |
GOLDMAN SACHS CAPITAL I
(Exact name of obligor as specified in its charter)
| Delaware | 20-6109925 | |
| (State or other jurisdiction of | (I.R.S. employer | |
| incorporation or organization) | identification no.) | |
| c/o The Goldman Sachs Group, Inc. 200 West Street |
||
| New York, New York | 10282 | |
| (Address of principal executive offices) | (Zip code) | |
Capital Securities
(Title of the indenture securities)
| 1. | General information. Furnish the following information as to the Trustee: |
| (a) | Name and address of each examining or supervising authority to which it is subject. |
| Name |
Address | |
| Superintendent of the Department of Financial Services of the State of New York | One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. | |
| Federal Reserve Bank of New York | ||
| Federal Deposit Insurance Corporation | 550 17th Street, NW | |
| The Clearing House Association L.L.C. | 100 Broad Street | |
| (b) | Whether it is authorized to exercise corporate trust powers. |
Yes.
| 2. | Affiliations with Obligor. |
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
| 16. | List of Exhibits. |
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”).
| 1. | A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735). |
- 2 -
| 4. | A copy of the existing By-laws of the Trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-229494). |
| 6. | The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-229519). |
| 7. | A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. |
- 3 -
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 17th day of February, 2021.
| THE BANK OF NEW YORK MELLON | ||||
| By: | /s/ Francine Kincaid | |||
| Name: | Francine Kincaid | |||
| Title: | Vice President | |||
EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON
of 240 Greenwich Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business December 31, 2020, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.
| Dollar amounts in thousands | ||||
| ASSETS |
||||
| Cash and balances due from depository institutions: |
||||
| Noninterest-bearing balances and currency and coin |
5,412,000 | |||
| Interest-bearing balances |
155,123,000 | |||
| Securities: |
||||
| Held-to-maturity securities |
47,940,000 | |||
| Available-for-sale debt securities |
105,304,000 | |||
| Equity securities with readily determinable fair values not held for trading |
64,000 | |||
| Federal funds sold and securities purchased under agreements to resell: |
||||
| Federal funds sold in domestic offices |
0 | |||
| Securities purchased under agreements to resell |
12,902,000 | |||
| Loans and lease financing receivables: |
||||
| Loans and leases held for sale |
0 | |||
| Loans and leases held for investment |
25,616,000 | |||
| LESS: Allowance for loan and lease losses |
320,000 | |||
| Loans and leases held for investment, net of allowance |
25,296,000 | |||
| Trading assets |
8,415,000 | |||
| Premises and fixed assets (including capitalized leases) |
3,099,000 | |||
| Other real estate owned |
1,000 | |||
| Investments in unconsolidated subsidiaries and associated companies |
1,690,000 | |||
| Direct and indirect investments in real estate ventures |
0 | |||
| Intangible assets |
7,030,000 | |||
| Other assets |
14,239,000 | |||
|
|
|
|||
| Total assets |
386,515,000 | |||
|
|
|
|||
| LIABILITIES |
||||
| Deposits: |
||||
| In domestic offices |
208,980,000 | |||
| Noninterest-bearing |
83,359,000 | |||
| Interest-bearing |
125,621,000 | |||
| In foreign offices, Edge and Agreement subsidiaries, and IBFs |
133,019,000 | |||
| Noninterest-bearing |
6,242,000 | |||
| Interest-bearing |
126,777,000 | |||
| Federal funds purchased and securities sold under agreements to repurchase: |
||||
| Federal funds purchased in domestic offices |
0 | |||
| Securities sold under agreements to repurchase |
2,381,000 | |||
| Trading liabilities |
3,644,000 | |||
| Other borrowed money: |
||||
| (includes mortgage indebtedness and obligations under capitalized leases) |
325,000 | |||
| Not applicable |
||||
| Not applicable |
||||
| Subordinated notes and debentures |
0 | |||
| Other liabilities |
8,910,000 | |||
|
|
|
|||
| Total liabilities |
357,259,000 | |||
|
|
|
|||
| EQUITY CAPITAL |
||||
| Perpetual preferred stock and related surplus |
0 | |||
| Common stock |
1,135,000 | |||
| Surplus (exclude all surplus related to preferred stock) |
11,571,000 | |||
| Retained earnings |
16,496,000 | |||
| Accumulated other comprehensive income |
54,000 | |||
| Other equity capital components |
0 | |||
| Total bank equity capital |
29,256,000 | |||
| Noncontrolling (minority) interests in consolidated subsidiaries |
0 | |||
| Total equity capital |
29,256,000 | |||
|
|
|
|||
| Total liabilities and equity capital |
386,515,000 | |||
|
|
|
|||
I, Emily Portney, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.
| Emily Portney |
| Chief Financial Officer |
We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.
| Thomas P. Gibbons |
||||
| Samuel C. Scott |
|
Directors | ||
| Joseph J. Echevarria
|
| This ‘S-3’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 2/24/21 | 424B2, FWP | ||
| Filed on: | 2/23/21 | 424B2, 424B3 | ||
| 12/31/20 | 10-K, 11-K, 13F-HR, 424B2, FWP | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/09/23 Goldman Sachs Group Inc. S-3/A 5:4.2M Donnelley … Solutions/FA 1/19/23 Goldman Sachs Group Inc. S-3 34:5.8M Donnelley … Solutions/FA 3/18/21 Goldman Sachs Group Inc. S-3/A 3:3.6M Donnelley … Solutions/FA |