On Goldman Sachs, Federal Reserve's Initial FOIA Response to Inner City Press on GE Capital Bank
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1 From: Caroline Frawley (FRS) Sent: Thursday, May 14, 2015 4:14 PM To: Michael Sexton; Tim Clark Subject: Fw: Talks with GS re the ILC ͲFRSONLYͲ /EdZE> &Z Fyi From: Sullivan, Daniel Sent: Thursday, May 14, 2015 02:52 PM To: Frawley, Caroline; Manzari, Steven J Subject: RE: Talks with GS re the ILC -FRSONLY- GS just informed me as well. GS is looking to acquire the deposits ($16.2 to $17.2 billion) and the onͲline customer deposit software/web interface . From: Frawley, Caroline Sent: Thursday, May 14, 2015 2:45 PM To: Manzari, Steven J; Sullivan, Daniel Subject: Fw: Talks with GS re the ILC (b)(4) Not Responsive (does not reflect an external communication with Goldman Sachs and Federal Reserve staff)
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FOIA Response to ICP Shows Goldman Met Fed in May on GE, Pre-ReviewedBy Matthew R. Lee, ExclusiveNEW YORK, October 23 -- The lack of seriousness in US bank regulation grows from the relatively smaller to the largest banks, with Goldman Sachs the most recent, example. Goldman is trying to speed through Federal Reserve approval to buy $16 billion in insured deposits from GE Capital, and the Fed, documents just released to Inner City Press under the Freedom of Information Act show, is inappropriately bent on helping. It began by overbroad withholding of basic parts of Goldman's application, click here to view, which Goldman in an October 14 submission to the Fed, here, says has been cured (it has not been). Now the Federal Reserve has belatedly responded to Inner City Press / Fair Finance Watch's September 2 FOIA request, with some of its internal documents, many heavily redacted. While Inner City Press is appealing, even as released the documents show that Goldman Sachs through its law firm Sullivan & Cromwell reached out to Fed General Counsel Scott Alvarez in May 2015 about the transaction, and was largely able to vet it with the Fed's staff by July, even receiving an "additional information" request before any application was filed. Since the public cannot comment or ask questions before a transaction is announced, this "pre-review" by the Fed in essence cuts public review and transparency out of the process. The Fed's rules against ex-parte communications can't be triggered before there is an application. But should Fed review be held, and apparently completed, before there is any public notice? The documents Inner City Press has obtained under FOIA show that on May 14 and May 18, Goldman Sachs and its outside counsel Rodgin "Rodge" Cohen of Sullivan & Cromwell told the Fed and its General Counsel Scott Alvarez of their plans for GE Capital Bank. On May 28, the Fed met with Goldman which presented a "deck" of information about "Project Apple," much of it still redacted as provided to Inner City Press (which is appealing under FOIA). As precedents, Goldman Sachs cited Capital One - ING and RBC - City National (see below). This was followed by a May 29, 2015 letter from "Rodge" to the Fed's Scott Alvarez, asking for confidential treatment of everything including the letter, and including from any Governmental inquiry. (Page 28 of FOIA response to ICP.) A similar letter was submitted by Cohen on June 16, attaching a letter the Fed has redacted in full from Goldman Sachs' Esta E. Stecher. Scott Alvarez took the conversation onto the telephone, not subject to FOIA, on June 16. His accompanying e-mails, as redacted, only say "Thanks! Scott." On June 26, the Fed' Alison Thro wrote that "Rodgin Cohen was in today briefly to discuss, among other things, GS’s plans to acquire the deposits of GE’s ILC. He asked what the next steps might be." What were those "other things"? On July 13, the Fed sent Cohen a "request for additional information concerning the proposal by GS Bank to purchase certain assets and assume the deposit liabilities of GE Capital Bank." A request for additional information is usually what the Fed sends a bank or bank holding company after it has submitted an application; a commenter would get a copy. Here, the Fed was pre-reviewing Goldman Sachs' proposal, entirely outside of any public scrutiny. (The later public questions are as if by rote: the fix was already in.) On Friday, July 17 the Fed's Thomas Baxter wrote to Scott Alvarez that the transaction would be public announced the next Monday -- AFTER the Fed's "additional information request" -- based on a long voicemail from Harvey Schwartz of Goldman Sachs. (Page 59 of FOIA response to ICP). Alvarez was on the phone with "Esta of GS and Rodge Cohen." Alvarez said he was willing to talk with Goldman Sachs on Sunday, July 19. Cohen had written to Alvarez:"In view of the various communications on
Transcript of On Goldman Sachs, Federal Reserve's Initial FOIA Response to Inner City Press on GE Capital Bank
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From: Caroline Frawley (FRS)Sent: Thursday, May 14, 2015 4:14 PMTo: Michael Sexton; Tim ClarkSubject: Fw: Talks with GS re the ILC FRSONLY
Fyi
From: Sullivan, Daniel Sent: Thursday, May 14, 2015 02:52 PM To: Frawley, Caroline; Manzari, Steven J Subject: RE: Talks with GS re the ILC -FRSONLY-
GS just informed me as well. GS is looking to acquire the deposits ($16.2 to $17.2 billion) and the on line customerdeposit software/web interface .
From: Frawley, Caroline Sent: Thursday, May 14, 2015 2:45 PM To: Manzari, Steven J; Sullivan, Daniel Subject: Fw: Talks with GS re the ILC
(b)(4)
Not Responsive (does not reflect an external communication with Goldman Sachs and Federal Reserve staff)
From: Cohen, H. RodginTo: Scott AlvarezDate: Monday, May 18, 2015 4:54:30 PM
Because I'll be on a train when we talk, the two parties are Goldman Sachs and GE.
This e-mail is sent by a law firm and contains information that may be privileged and confidential. If you are not the intended recipient, please delete the e-mail and notify us immediately.
From: Sharon EllisTo: Scott AlvarezSubject: Pls. call Rodgen Cohen . -FRSONLY-Date: Friday, May 22, 2015 9:30:52 AM
INTERNAL FR
_______________________________________
Sharon EllisSenior Legal Staff AssistantLegal DivisionBoard of Governors of the Federal Reserve System20th Street and Constitution Ave., NWoffice: (202) 736-5556 fax: (202) 736-5615
(b)(6)
From:Sent:To:Cc:Subject:Attachments:
Michael SextonThursday, May 28, 2015 1:39 PMMichael GibsonMark Van Der Weide; Barbara Bouchard; Tim Clark; Michael HsuFW: GS Presentation -FRSONLY-201505281300.pdf
Follow Up Flag: Follow upFlag Status: Completed
RESTRICTED FR
Mike
Legal met with Goldman this morning regarding a proposal to acquire deposits and cash of $18 billion from GE’s ILC. Ihave attached the deck used at the meeting. .
Mike
From: Bao NguyenSent: Thursday, May 28, 2015 1:20 PMTo: Alison Thro; Michael Waldron; Michael Sexton; Betsy Howes Bean; Susan Motyka; Katie Cox; Andrew Cohen; DeanAmel; Chae Hee ShinSubject: GS Presentation FRSONLY
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All,
Attached please find a deck from GS concerning the acquisition of deposit liabilities from GECC’s ILC.
Thanks
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From: Scott AlvarezTo: Michael GibsonSubject: GS proposal -FRSONLY-Date: Thursday, May 28, 2015 4:40:24 PM
INTERNAL FR
Mike, The Goldman folks came to visit today about acquiring the GECC industrial loan company.
.Thanks! Scott
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From: Steffey, BrianTo: Baxter, ThomasCc: Hurwitz, IvanSubject: FW: GS Presentation -FRSONLY-Date: Thursday, May 28, 2015 5:01:31 PMAttachments: 201505281300.pdf
Tom – Attached is the deck used by Goldman in its presentation to Scott regarding its proposed acquisition of $18B of deposit liabilities of GE’s ILC. In addition, Goldman would acquire the internet deposit platform.
RESTRICTED FR
From: Alison Thro [mailto:[email protected]] Sent: Thursday, May 28, 2015 4:36 PMTo: Hurwitz, Ivan; Steffey, BrianSubject: FW: GS Presentation -FRSONLY-
RESTRICTED FR
FYI --
From: Bao Nguyen Sent: Thursday, May 28, 2015 1:20 PMTo: Alison Thro; Michael Waldron; Michael Sexton; Betsy Howes-Bean; Susan Motyka; Katie Cox; Andrew Cohen; Dean Amel; Chae Hee ShinSubject: GS Presentation -FRSONLY-
Duplicate
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From: Ivan Hurwitz (FRS)To: Brian Steffey (FRS)Subject: FW: -FRSONLY-Date: Friday, May 29, 2015 9:17:40 AMAttachments: RegulatorFirstPosting_2015-5-27_vFINAL.pdf
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From: Baxter, Thomas Sent: Thursday, May 28, 2015 6:50 PMTo: Hurwitz, IvanSubject: FW:
As per conversation. Thomas C. Baxter, Jr.General Counsel and Executive Vice PresidentFederal Reserve Bank of New York
From: Cohen, H. Rodgin [mailto:[email protected]]Sent: Thursday, May 28, 2015 2:15 PMTo: Baxter, ThomasSubject:
As discussed. Rodge
This e-mail is sent by a law firm and contains information that may be privileged and confidential. If you are not the intended recipient, please delete the e-mail and notify us immediately.
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From: Baxter, ThomasTo: Hurwitz, IvanCc: Hansen, JoyceSubject: FW: Please see the attachments.Date: Tuesday, June 02, 2015 4:42:44 PMAttachments: SC1-#3872273-v7-L__Response_re__FRB_meeting.docx
SC1-#3872797-v1-Annexes_to_Fed_Ltr.pdf
This relates to the proposed transaction between GE Capital and Goldman Sachs. Thomas C. Baxter, Jr.General Counsel and Executive Vice PresidentFederal Reserve Bank of New York
From: Cohen, H. Rodgin [mailto:[email protected]] Sent: Tuesday, June 02, 2015 3:27 PMTo: Baxter, ThomasSubject: Please see the attachments.
This e-mail is sent by a law firm and contains information that may be privileged and confidential. If you are not the intended recipient, please delete the e-mail and notify us immediately.
May 29, 2015
Confidential Treatment Requested
Scott Alvarez, General Counsel, Board of Governors of the Federal Reserve System, 20th & C Streets, N.W., Washington, DC 20551.
Dear Scott:
Thank you again for the meeting yesterday relating to a potential transaction in which GS Bank would assume the deposits of GE Capital Bank.
There are two critical and related points on which we thought it would be useful to provide additional clarification and amplification.
First, the proposed deposit assumption will not change GS Bank's business or balance sheet in any way, except that its deposit base will become more stable and its funding more diversified. More specifically, the deposit assumption will not cause, or result in, an increase in the financial assets of GS Bank. As the Chart prepared by Goldman Sachs and attached as Annex A demonstrates, GS Bank’s asset strategy over the next eight quarters (previously submitted as part of GS Bank’s 2015 DFAST, provided to the Federal Reserve in January 2, 2015) will be exactly the same irrespectiveof whether the deposit assumption occurs. The only difference will be that the deposit assumption will alter GS Bank’s liability composition in favor of more “core-like” deposits.1
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Scott Alvarez -2-
Therefore, the result of the transaction is a more diversified and stable funding mix for GS Bank.
Second, as we explained at the meeting, the transaction involves no financial assets, no revenue-producing business lines and no going concern. In terms of true business significance, the transaction is therefore less significant than a whole bank transaction of a much smaller size.
A further compelling demonstration of the lack of significance is the in Goldman Sachs’ GSIB score, as shown on page 5 of the presentation and attached as Annex B.
There is one last point that we did not fully articulate in the meeting. We believe that the financial stability factor should take into account both any additional risk created by the transaction with respect to the acquiror and any reduced risk resulting from the sale with respect to the seller.
In summary, we believe that, when the entirety of the circumstances of this deposit assumption are taken into account, the financial stability factor is not a problematic consideration. As the Chart on page 4 of the presentation (attached as Annex C) demonstrates, only one of the multiple factors considered by the Federal Reserve in its decisions on the financial stability factor, as well as by FSOC in its non-bank SIFI determinations, is even conceivably implicated -- and that only to a limited extent. This is a unique, non-precedential transaction that has been carefully planned to assure against any increase in risk to Goldman Sachs or the financial system.
* * *
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Scott Alvarez -3-
Thank you for your consideration of this matter.
Very truly yours,
H. Rodgin Cohen
cc: Stephen M. Scherr Esta E. Stecher (Goldman Sachs)
Michael M. Wiseman (Sullivan & Cromwell LLP)
CONFIDENTIAL TREATMENT REQUESTED
Annex A: GS Bank USA Deposit Assumption Impact Analysis Year-End 2016 Projection ($ in billions)
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CONFIDENTIAL TREATMENT REQUESTED
Annex B: Negligible Impact to Systemic Risk (cont’d)
($ in billions)
1 Method 1 score based on 2014 numerator for each bank, 2013 denominator, and YE2014 exchange rate.
The proposed assumption is expected to have a negligible upfront impact, and a neutral or potentially positive longer-term impact, on Goldman Sachs’ GSIB score
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Method 1 Score Range
G-SIB Capital Surcharge Bank
Method 1 Score1 Total Deposits
Deposit Cap Capacity
530-629 3.5 % -JPM 524 $ 1,426 N/A
C 454 937 $ 176330-429 2.0 % BAC 353 1,240 N/A
GS 282 78 1,036MS 258 110 1,004
WFC 240 1,245 N/ABNYM 156 273 841STT 154 217 896
2.5 %430-529
130-229 1.0 %
230-329 1.5 %
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CONFIDENTIAL TREATMENT REQUESTED
Annex C: Negligible Impact to Systemic Risk (cont’d)
Factor Consequences Reason
Increase in Size Minimal immediately (none over long-term)
No non-cash financial assets being acquired
Deposit assumption is relatively small
Increase in Asset Liquidation (Fire Sale)
None No non-cash financial assets being acquired
Reduction in Substitute Providers
None No lines of business or non-cash financial assets being acquired
Interconnectedness None No or derivatives being assumed
Additional Complexity None No complex assets, liabilities, or operations being acquired
The assumption of deposits does not contribute to complexity
Additional Cross-Border Activities
None No cross-border activities being acquired
Additional Difficulty in Resolution
None Goldman Sachs and/or GS Bank USA will not be more difficult to resolve
No additional subsidiaries, operations, non-cash financial assets, or non-deposit liabilities being acquired
As set forth below, none of the key indicia of systemic risk analyzed by the Federal Reserve and the Financial Stability Oversight Council will increase to any meaningful extent as a result of the proposed transaction
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From: Cohen, H. RodginTo: Scott AlvarezSubject: Please see the attachment.Date: Tuesday, June 16, 2015 5:02:21 PMAttachments: DOC096.pdf - Adobe Acrobat.pdf
This e-mail is sent by a law firm and contains information that may be privileged andconfidential. If you are not the intended recipient, please delete the e-mail and notify usimmediately.
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From: Scott AlvarezTo: Michael SextonCc: Alison Thro; Susan Motyka; Sheryl HudsonSubject: RE: Article re: GS future plans -FRSONLY-Date: Tuesday, June 16, 2015 9:43:25 AM
INTERNAL FR
I spoke to GS’s counsel last night about the news article. Thanks!Scott
From: Michael Sexton Sent: Tuesday, June 16, 2015 8:35 AMTo: Scott AlvarezCc: Alison Thro; Susan Motyka; Sheryl HudsonSubject: FW: Article re: GS future plans -FRSONLY-
INTERNAL FR
From: April Snyder Sent: Tuesday, June 16, 2015 8:06 AMTo: Michael SextonCc: Michael HsuSubject: RE: Article re: GS future plans -FRSONLY-
INTERNAL FR
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From: Michael Sexton Sent: Tuesday, June 16, 2015 6:37 AMTo: April SnyderSubject: FW: Article re: GS future plans -FRSONLY-
INTERNAL FR
From: Scott Alvarez Sent: Monday, June 15, 2015 4:10 PMTo: Elizabeth KiserCc: Alison Thro; Michael SextonSubject: RE: Article re: GS future plans -FRSONLY-
INTERNAL FR
Thanks!Scott
From: Elizabeth Kiser Sent: Monday, June 15, 2015 3:42 PMTo: Scott AlvarezCc: Alison Thro; Michael SextonSubject: Article re: GS future plans -FRSONLY-
INTERNAL FR
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From: Scott AlvarezTo: April SnyderCc: Michael HsuSubject: RE: Meeting with R. Cohen re GE and Goldman -FRSONLY-Date: Wednesday, June 24, 2015 6:21:13 PM
INTERNAL FR
April, Thanks for the heads-up. We already met with GS over a week ago, and folks from BS&R were here. .
Thanks!Scott
From: April Snyder Sent: Wednesday, June 24, 2015 5:32 PMTo: Scott AlvarezCc: Michael HsuSubject: Meeting with R. Cohen re GE and Goldman -FRSONLY-
INTERNAL FR
Not Responsive (internal Federal Reserve communications that do not reflect an externalcommunication with Goldman Sachs)
Not Responsive (internal Federal Reserve deliberative communications that do not reflect an external communication with Goldman Sachs)
From: Alison ThroTo: April Snyder; Michael Sexton; Carol Evans; Melissa Vanouse; Elizabeth Kiser; Andrew CohenCc: [email protected]: GS plan to acquire the deposits of GE"s ILC -FRSONLY-Date: Friday, June 26, 2015 1:19:35 PM
INTERNAL FR
Rodgin Cohen was in today briefly to discuss, among other things, GS’s plans to acquire the deposits of GE’s ILC. He asked what the next steps might be.
. I’ll touch base again during that week. Thanks --Alison
Not Responsive (internalFederal Reserve deliberative communications that do not reflect an external communication)
From: Bao NguyenTo: [email protected]: Alison Thro; Susan Motyka; Andrew CohenSubject: GS acquisition of deposits -ZFRSSE-Date: Monday, July 13, 2015 7:10:54 PMAttachments: 201507131345.pdf
RESTRICTED FR
Mr. Cohen,
Attached please find a request for additional information concerning the proposal by GS Bank to purchase certain assets and assume the deposit liabilities of GE Capital Bank, Holladay, Utah, the subsidiary industrial loan company of General Electric Capital Corp., Fairfield, Connecticut. An original hard copy will follow by regular mail.
Please let me know if you have any questions.
Thanks
Bao NguyenCounsel, Legal Division
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From: Scott AlvarezTo: "Cohen, H. Rodgin"Cc: Valerie DelaneySubject: RE: Re:Date: Thursday, July 16, 2015 7:56:10 AM
5:30 Friday is fine. Talk with you then.Thanks!Scott
-----Original Message-----From: Cohen, H. Rodgin [mailto:[email protected]]Sent: Thursday, July 16, 2015 7:41 AMTo: Scott AlvarezSubject: Re:
PS. Would 5:30 work? If not, please let me know what is convenient.
----- Original Message -----From: Cohen, H. RodginSent: Thursday, July 16, 2015 07:38 AM Eastern Standard TimeTo: '[email protected]' <[email protected]>Subject: Re:
That's fine. This is information only.
----- Original Message -----From: Scott Alvarez [mailto:[email protected]]Sent: Thursday, July 16, 2015 07:37 AM Eastern Standard TimeTo: Cohen, H. RodginSubject: RE:
Sure, but not till near the end of the day--say 5 or later.Thanks!Scott
-----Original Message-----From: Cohen, H. Rodgin [mailto:[email protected]]Sent: Wednesday, July 15, 2015 9:18 PMTo: Scott AlvarezSubject:
Would you be available for a short update call on Friday relating to the deposit assumption transaction?
This e-mail is sent by a law firm and contains information that may be privileged and confidential. If you are not the intended recipient, please delete the e-mail and notify us immediately.
From: Scott AlvarezTo: Thomas Baxter (FRS)Subject: RE: -FRSONLY- GS-GEDate: Friday, July 17, 2015 10:01:48 AM
INTERNAL FR
Yes. We’ve talked to them as well.
Thanks for keeping us posted!Scott
From: Thomas Baxter (FRS) Sent: Friday, July 17, 2015 9:27 AMTo: Scott AlvarezSubject: -FRSONLY- GS-GE Scott, I have been advised by Goldman Sachs of an acquisition they intend to announce on Monday. I specifically asked if they had communicated with you, and I was told that Rodge has advised you of the announcement. Best, Tom Thomas C. Baxter, Jr.General Counsel and Executive Vice PresidentFederal Reserve Bank of New York
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From: Christina CombsTo: Michael GibsonSubject: Phone Message from Harvey Schwartz (212-902-7161) -FRSONLY-Date: Friday, July 17, 2015 2:54:55 PM
INTERNAL FR
Hi Mike, Harvey Schwartz from Goldman Sachs called today (around 1:45pm) and left you a voicemail message.. The message was quite long, but here is the gist of it: Harvey spoke to Tim Clark about this but wanted you to know that Goldman Sachs has been in discussions with GE about taking over their online deposits program and also their broker CDs. The team that runs GS bank have been in ongoing conversations with Scott Alvarez about this for some time. Harvey wants to make sure you are aware that on Monday, GS will sign an agreement with GE and issue a public statement ; GS will be hiring their people, subject to the bank application. this is really about GS diversifying their funding platform with the bank, as they were already on a path exploring how to build an internet platform and this is good timing. He also wants to schedule a meeting with you and Tim sometime in September (regarding a discussion GS had with Gov. Tarullo).
Thanks. Kind regards,
Christina M. Combs____________________________Christina M. CombsStaff Assistant to Michael GibsonBanking Supervision and RegulationBoard of Governors of the Federal Reserve SystemE-mail: [email protected] #: (202) 973-6999
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From:To:Cc:Subject:Date:
Alison Thro
Vivian Liu (FRS)Goldman -FRSONLY-Friday, July 17, 2015 : : M
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From: Michael GibsonTo: Scott Alvarez; Tim ClarkSubject: Re: GS call -FRSONLY-Date: Friday, July 17, 2015 6:13:41 PM
I did speak with Harvey.
Thx,Mike
From: Scott AlvarezSent: Friday, July 17, 2015 3:02 PMTo: Michael Gibson; Tim ClarkSubject: RE: GS call -FRSONLY-
INTERNAL FR
Thanks!Scott
From: Michael Gibson Sent: Friday, July 17, 2015 5:49 PMTo: Scott Alvarez; Tim ClarkSubject: Re: GS call -FRSONLY- Hi Scott, I called Harvey back a half hour ago, but he was not available. He is supposed to be calling me back. Thanks,Mike
From: Scott AlvarezSent: Friday, July 17, 2015 2:41 PMTo: Michael Gibson; Tim ClarkSubject: GS call -FRSONLY-
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Mike, Am on the phone with Esta from GS and Rodge Cohen. They called again to let me know they want to announce Monday afternoon. They also said Harvey had not hooked up with you yet.
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. Let me know if I can help. Thanks! Scott
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From: Michael GibsonSent: Saturday, July 18, 2015 10:47 AMTo: Daniel Tarullo; Tim Clark; Scott AlvarezCc: Michael HsuSubject: RE: Update on GS -FRSONLY-
INTERNAL FR
Yes – GS called me yesterday and I made the point that Tim highlighted below – financial and managerial factors in theapplication will include
They are considering whether to delay the Monday announcement
Mike
From: Daniel TarulloSent: Saturday, July 18, 2015 10:38 AMTo: Tim Clark; Michael Gibson; Scott AlvarezCc:Michael HsuSubject: RE: Update on GS FRSONLY
INTERNAL FR
From: Tim ClarkSent: Saturday, July 18, 2015 10:08 AMTo: Daniel Tarullo; Michael Gibson; Scott AlvarezCc:Michael HsuSubject: Re: Update on GS
Sent from my BlackBerry 10 smartphone.
From: Tim Clark Sent: Saturday, July 18, 2015 6:55 AM To: Daniel Tarullo; Michael Gibson; Scott Alvarez Cc: Michael Hsu Subject: Update on GS
.
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.
Tim
Sent from my BlackBerry 10 smartphone.
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From: Cohen, H. RodginTo: Scott Alvarez; Tim Clark; Michael GibsonSubject: Re: Goldman SachsDate: Saturday, July 18, 2015 11:55:53 AM
Thanks for the prompt response. Checking with several GS people to confirm for noon.
----- Original Message -----From: Scott Alvarez [mailto:[email protected]]Sent: Saturday, July 18, 2015 11:45 AM Eastern Standard TimeTo: Cohen, H. Rodgin; Tim Clark <[email protected]>; Michael Gibson <[email protected]>Subject: RE: Goldman Sachs
Rodge, We could talk tomorrow at noon or later. Mike and Tim are both on planes right now and can't make a call
today. Thanks! Scott
-----Original Message-----From: Cohen, H. Rodgin [mailto:[email protected]]Sent: Saturday, July 18, 2015 11:09 AMTo: Scott Alvarez; Tim Clark; Michael GibsonSubject: Goldman Sachs
In view of the various communications on Friday and the intended announcement of the deposit assumption transaction on Monday, GS believes that it must decide over this weekend whether it can proceed as scheduled and, as a matter of fairness and transparency, what it can tell GE. As we have discussed, this transaction appears to be a centerpiece of the GE restructuring. We would therefore most appreciate the opportunity to have a conference call as soon as possible over the weekend to obtain as much clarity as possible as to timing and other relevant matters.We apologize for intruding into your weekend and thank you your consideration of this request.
This e-mail is sent by a law firm and contains information that may be privileged and confidential. If you are not the intended recipient, please delete the e-mail and notify us immediately.
From: Cohen, H. RodginTo: Scott AlvarezSubject: Re: Goldman SachsDate: Saturday, July 18, 2015 1:44:40 PM
Noon does work. 1 888 . Thanks again.
----- Original Message -----From: Cohen, H. RodginSent: Saturday, July 18, 2015 11:56 AM Eastern Standard TimeTo: '[email protected]' <[email protected]>Subject: Re: Goldman Sachs
Sorry. Just sent.
----- Original Message -----From: Scott Alvarez [mailto:[email protected]]Sent: Saturday, July 18, 2015 11:55 AM Eastern Standard TimeTo: Cohen, H. RodginSubject: RE: Goldman Sachs
Rodge, Did you intend to attach a message to this? Scott
-----Original Message-----From: Cohen, H. Rodgin [mailto:[email protected]]Sent: Saturday, July 18, 2015 11:48 AMTo: Scott AlvarezSubject: Re: Goldman Sachs
----- Original Message -----From: Scott Alvarez [mailto:[email protected]]Sent: Saturday, July 18, 2015 11:45 AM Eastern Standard TimeTo: Cohen, H. Rodgin; Tim Clark <[email protected]>; Michael Gibson <[email protected]>Subject: RE: Goldman Sachs
-----Original Message-----From: Cohen, H. Rodgin [mailto:[email protected]]Sent: Saturday, July 18, 2015 11:09 AMTo: Scott Alvarez; Tim Clark; Michael GibsonSubject: Goldman Sachs
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From: Cohen, H. RodginTo: Scott AlvarezSubject: Re:Date: Saturday, July 18, 2015 10:35:15 PM
Will call you.
----- Original Message -----From: Scott Alvarez [mailto:[email protected]]Sent: Saturday, July 18, 2015 10:24 PM Eastern Standard TimeTo: Cohen, H. RodginSubject: Re:
Sounds good. I'll be on my cell at . Let me know if you prefer I call you.Thanks!Scott
Sent from my BlackBerry 10 smartphone on the Verizon Wireless 4G LTE network. Original MessageFrom: Cohen, H. RodginSent: Saturday, July 18, 2015 10:17 PMTo: Scott AlvarezSubject: Re:
What about 11:45?
----- Original Message -----From: Scott Alvarez [mailto:[email protected]]Sent: Saturday, July 18, 2015 08:51 PM Eastern Standard TimeTo: Cohen, H. RodginSubject: Re:
RodgeUp to you. I've got another call at 11. Do you want to talk before that or just before noon?Thanks!Scott
Sent from my BlackBerry 10 smartphone on the Verizon Wireless 4G LTE network. Original MessageFrom: Cohen, H. RodginSent: Saturday, July 18, 2015 5:31 PMTo: Scott AlvarezSubject:
On reflection, would it be useful for just Michael Wiseman and I to have a brief call with you before the noon call to give you an idea of the questions GS will be asking?
This e-mail is sent by a law firm and contains information that may be privileged and confidential. If you are not the intended recipient, please delete the e-mail and notify us immediately.
(b)(6)
From: Cohen, H. RodginTo: Scott AlvarezSubject: UpdateDate: Sunday, July 19, 2015 8:03:08 PM
Thanks again to you, Mike and Tim for your willingness to speak with us today. After further deliberation, GS has reached out to GE and expressed the view that it would be preferable to wait 2-3 weeks for any announced transaction.
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From: Dona FairclothTo: Scott AlvarezSubject: Message from Rodgin Cohen -FRSONLY-Date: Monday, July 20, 2015 10:11:29 AM
INTERNAL FR
Scott, Mr. Cohen asked me to let you know that there is no need to return his call. He wanted to make sure you saw the email he sent last night regarding the GS delay. Thanks,Dona
From: Scott AlvarezTo: Tim Clark; Michael GibsonCc: Michael HsuSubject: RE: GS -FRSONLY-Date: Monday, July 20, 2015 10:25:43 AM
INTERNAL FR
Rodge just sent a note that GS wants to postpone signing the deal with GE and the announcement for 2 to 3 weeks. Thanks!Scott
From: Tim Clark Sent: Monday, July 20, 2015 10:22 AMTo: Michael Gibson; Scott AlvarezCc: Michael HsuSubject: GS
I
Tim Sent from my BlackBerry 10 smartphone.
(b)(4) & (8)Not Responsive (internal Federal Reserve deliberative
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From: Susan MotykaTo: Michael SextonSubject: FW: Goldman -FRSONLY-Date: Monday, July 20, 2015 1:41:49 PM
INTERNAL FR
From: Brian Steffey (FRS) Sent: Monday, July 20, 2015 1:36 PMTo: Susan MotykaSubject: Goldman -FRSONLY- Sue – Mike Eskew from Sullivan left a message this morning that Goldman won’t be filing this week. Not Responsive (internal Federal Reserve deliberative communications that do not reflect an external
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From: Kim, HaeRanTo: Baxter, Thomas; Cordero, NydiaSubject: RE: PHONE MESSAGE from Thomas Riggs - Goldman SachsDate: Monday, July 20, 2015 4:04:00 PM
Will do.
From: Baxter, Thomas Sent: Monday, July 20, 2015 2:53 PMTo: Kim, HaeRanSubject: Fw: PHONE MESSAGE from Thomas Riggs - Goldman Sachs
Would you call him back for me?
From: Thorne, Robyn [mailto:[email protected]]Sent: Monday, July 20, 2015 01:25 PMTo: Baxter, Thomas Cc: Ayala, Helen; Cordero, Nydia; Thorne, Robyn Subject: PHONE MESSAGE from Thomas Riggs - Goldman Sachs
Call Details
Caller: Thomas Riggs - Goldman Sachs
Caller's Phone Number: 212-902-1426
Call received on: 7/20/2015 1:25P
Received by: Thorne, Robyn
Message: Please call.
Thank you,
Remarks:
From: Kim, HaeRanTo: Baxter, ThomasSubject: -FRSONLY-Date: Monday, July 20, 2015 5:12:00 PMAttachments: AD1007.pdf
As requested, I returned Tom Riggs’ call to you earlier today. He said that the firm decided to hold off announcing the proposed acquisition of deposits for a couple of weeks .
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From: Scott AlvarezTo: "Cohen, H. Rodgin"Subject: RE:Date: Friday, July 24, 2015 6:09:32 PM
Just got your message. Am free now or anytime Sunday till around 5pm Tomorrow is harder, though could arrange a time if that works best for you.Thanks!Scott
-----Original Message-----From: Cohen, H. Rodgin [mailto:[email protected]]Sent: Friday, July 24, 2015 6:07 PMTo: Scott AlvarezSubject:
Left a voice mail. Are you available for a quick call on the GS matter over the weekend?
This e-mail is sent by a law firm and contains information that may be privileged and confidential. If you are not the intended recipient, please delete the e-mail and notify us immediately.
From:To:
Subject:Date:
; ;
-FRSONLY-Tuesday, August 04, 2015 : :27 AM
INTERNAL FR
.
Thanks
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From: Susan MotykaTo: Alison Thro; Sheryl Hudson; Michael WaldronCc: Michael SextonSubject: FW: Goldman -FRSONLY-Date: Tuesday, August 04, 2015 2:15:43 PM
INTERNAL FR
From: Susan Motyka Sent: Tuesday, August 04, 2015 2:04 PMTo: Brian Steffey (FRS) <[email protected]>Cc: Vivian Liu (FRS) <[email protected]>Subject: RE: Goldman -FRSONLY-
INTERNAL FR
Hi Brian,
Thanks, Sue
From: Brian Steffey (FRS) Sent: Tuesday, August 04, 2015 1:57 PMTo: Susan Motyka <[email protected]>Cc: Vivian Liu (FRS) <[email protected]>Subject: Goldman -FRSONLY- Sue – .
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From: Schwartz, Harvey <[email protected]>Sent: Thursday, August 06, 2015 10:23 AMTo: Tim Clark
Tim,
Just tried your office. Left a vmail. Would like to connect today if possible.
Regards
Harvey212
The Goldman Sachs Group, Inc. All rights reserved.See http://www.gs.com/disclaimer/global_email for important risk disclosures, conflicts of interest and other terms and conditions relating to this e mail and your reliance oninformation contained in it. This message may contain confidential or privileged information. If you are not the intended recipient, please advise us immediately and delete thismessage. See http://www.gs.com/disclaimer/email for further information on confidentiality and the risks of non secure electronic communication. If you cannot access theselinks, please notify us by reply message and we will send the contents to you.
(b)(6)
From: Tim ClarkSent: Thursday, August 06, 2015 11:36 AMTo: [email protected] (External)Subject: Re: Call
Will call in about 10 minutes if you're still there.
Sent from my BlackBerry 10 smartphone.
From: Schwartz, Harvey Sent: Thursday, August 6, 2015 10:24 AM To: Tim Clark Subject: RE: Call
Perfect. Thanks.
The Goldman Sachs Group, Inc. All rights reserved.See http://www.gs.com/disclaimer/global_email for important risk disclosures, conflicts of interest and other terms and conditions relating to this e mail and your reliance on informationcontained in it. This message may contain confidential or privileged information. If you are not the intended recipient, please advise us immediately and delete this message. Seehttp://www.gs.com/disclaimer/email for further information on confidentiality and the risks of non secure electronic communication. If you cannot access these links, please notify us byreply message and we will send the contents to you.
From: Tim Clark [mailto:[email protected]] Sent: Thursday, August 06, 2015 10:24 AM To: Schwartz, Harvey [Fin] Subject: Call
Harvey I got your message. I could talk at 11:30 if that works?Tim
Sent from my BlackBerry 10 smartphone.
From: Tim ClarkTo: Michael GibsonSubject: GSDate: Thursday, August 06, 2015 2:56:14 PM
Mike - Harvey Schwartz called me (and you too I think). I did speak w/ him this morning. Tim
Sent from my BlackBerry 10 smartphone.
Not Responsive (internal Federal Reserve deliberative communications that do not reflect anexternal communication)
From: Cohen, H. Rodgin <[email protected]>Sent: Friday, August 07, 2015 9:57 AMTo: Tim ClarkSubject: RE: Goldman Sachs
Whatever time works best for you; should take only 5 minutes.
Original MessageFrom: Tim Clark [mailto:[email protected]]Sent: Friday, August 07, 2015 9:51 AMTo: Cohen, H. RodginSubject: Re: Goldman Sachs
Sure. I am available between 2 and 3 today. Tim
Sent from my BlackBerry 10 smartphone.Original MessageFrom: Cohen, H. RodginSent: Friday, August 7, 2015 9:48 AMTo: Tim ClarkSubject: Goldman Sachs
Because Harvey is traveling, could I discuss with you the meeting schedule.
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From: Stecher, EstaTo: Scott AlvarezCc: Riggs, TomSubject: PostingDate: Wednesday, August 12, 2015 9:31:25 AM
Hi Scott. Tom Riggs and I just left you a voicemail update. Please let us know if you have any questions. Best, Esta
From: Rosanne Notaro (FRS)To: Thomas Baxter (FRS); Joyce Hansen (FRS)Cc: HaeRan Kim (FRS); Brian Steffey (FRS); Ivan Hurwitz (FRS); Raymond Check (FRS); Vivian Liu (FRS)Subject: FW: GS/GE deposit dealDate: Wednesday, August 12, 2015 10:53:17 AMAttachments: image001.png
image002.png
Fyi – Tom Riggs of GS called to inform me that they plan to sign this deal tomorrow and announce the deal after COB tomorrow. (To Tom B – Riggs may give you a courtesy call as well).
The deal with GS will require GS to file the BMA Act App with us within the next 5 business days. From: Notaro, Rosanne Sent: Monday, July 20, 2015 11:23 AMTo: Kim, HaeRan; Hansen, JoyceCc: Check, RaymondSubject: RE: Goldman Sachs_GE Capital Bank Proposal - Additional Information request -FRSONLY-
Tom Riggs of GS just called me to let me know that, after some further discussions this weekend with Scott Alvarez, Tim Clark and Mike Gibson, they’ve decided to hold off on any announcement.
Rosanne
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From: Notaro, Rosanne Sent: Wednesday, July 15, 2015 12:00 PMTo: Kim, HaeRan; Hansen, JoyceCc: Check, RaymondSubject: FW: Goldman Sachs_GE Capital Bank Proposal - Additional Information request -FRSONLY-
From: Liu, Vivian Sent: Wednesday, July 15, 2015 8:40 AMTo: Sullivan, Daniel; Michalski, Jessica; Sperber, Leslie A; Fergus, Troy E; Kim, SoojiCc: Steffey, Brian; Notaro, Rosanne; Choi, Dong BeomSubject: Goldman Sachs_GE Capital Bank Proposal - Additional Information request -FRSONLY-
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From: Tim ClarkSent: Wednesday, August 12, 2015 9:08 PMTo: Bruce Richards (FRS)Subject: RE: fyi....Project Apple -FRSONLY- GS's aquasition of GE deposits
INTERNAL FR
I stand corrected. I just checked my messages and Harvey Schwartz did leave me a message letting me know they havedecided to go ahead with the transaction
From: Tim ClarkSent:Wednesday, August 12, 2015 9:04 PMTo: Bruce Richards (FRS) <[email protected]>Subject: RE: fyi....Project Apple FRSONLY GS's aquasition of GE deposits
INTERNAL FR
From: Bruce Richards (FRS)Sent:Wednesday, August 12, 2015 8:44 PMTo: Tim Clark <[email protected]>Subject: Fw: fyi....Project Apple FRSONLY GS's aquasition of GE deposits
From: Notaro, Rosanne Sent: Wednesday, August 12, 2015 05:21 PM To: Sullivan, Daniel; Clark, Tim P (Board); Snyder, April C (Board) Cc: Richards, Bruce; Cummings, Martha Subject: RE: fyi....Project Apple -FRSONLY- GS's aquasition of GE deposits
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Dan – Tom Riggs called me this morning and let me know. He said he planned to let you know alsoI thought Tom indicated that Board staff was aware, but in any event he
said the decision took into account the discussions they (and/or Rodge Cohen) have had with Board staff –
From: Sullivan, Daniel Sent: Wednesday, August 12, 2015 4:51 PM To: Clark, Tim P (Board); Snyder, April C (Board); Notaro, Rosanne Cc: Richards, Bruce; Cummings, Martha Subject: FW: fyi....Project Apple -FRSONLY- GS's aquasition of GE deposits
RESTRICTED-CONTROLLED FR
Were there any calls made to the Board on this?
From: Sullivan, John M Sent: Wednesday, August 12, 2015 3:36 PM To: Walsh, Michael; Moy, William; Early, Brian; Sullivan, Daniel Subject: fyi....Project Apple -FRSONLY-
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From: Parsons, Eric L Sent: Wednesday, 12 August, 2015 15:34 To: NY FISG GE Capital Corp Team Subject: FW: Project Apple -FRSONLY-
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From: Tim ClarkTo: April SnyderCc: Michael HsuSubject: RE: fyi....Project Apple -FRSONLY- GS"s aquasition of GE depositsDate: Wednesday, August 12, 2015 9:11:18 PM
INTERNAL FR
The called me and told me (by VM) that they had decided to go ahead. They expect it to be announced tomorrow at I
tim
From: April Snyder Sent: Wednesday, August 12, 2015 4:54 PMTo: Tim Clark <[email protected]>Subject: FW: fyi....Project Apple -FRSONLY- GS's aquasition of GE deposits
INTERNAL FR
From: Daniel Sullivan (FRS) Sent: Wednesday, August 12, 2015 4:51 PMTo: Tim Clark <[email protected]>; April Snyder <[email protected]>; Rosanne Notaro (FRS) <[email protected]>Cc: Bruce Richards (FRS) <[email protected]>; Martha Cummings (FRS) <[email protected]>Subject: FW: fyi....Project Apple -FRSONLY- GS's aquasition of GE deposits
From: Sullivan, John M
Duplicate
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Sent: Wednesday, August 12, 2015 3:36 PMTo: Walsh, Michael; Moy, William; Early, Brian; Sullivan, DanielSubject: fyi....Project Apple -FRSONLY-
From: Parsons, Eric L Sent: Wednesday, 12 August, 2015 15:34To: NY FISG GE Capital Corp TeamSubject: FW: Project Apple -FRSONLY-
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From: Tim ClarkTo: Sullivan, Daniel; Snyder, April C (Board); Notaro, RosanneCc: Richards, Bruce; Cummings, MarthaSubject: RE: fyi....Project Apple -FRSONLY- GS"s aquasition of GE depositsDate: Wednesday, August 12, 2015 9:13:24 PM
INTERNAL FR
Thanks all. HS also left me a VM on this. it is their call to go ahead with making it public and that an application is pending.tim
From: Daniel Sullivan (FRS) Sent: Wednesday, August 12, 2015 5:21 PMTo: Tim Clark <[email protected]>; April Snyder <[email protected]>; Rosanne Notaro (FRS) <[email protected]>Cc: Bruce Richards (FRS) <[email protected]>; Martha Cummings (FRS) <[email protected]>Subject: RE: fyi....Project Apple -FRSONLY- GS's aquasition of GE deposits RESTRICTED-CONTROLLED FRWas just notified by Una and Tom Riggs – the deal will be announced tomorrow.
From: Sullivan, Daniel Sent: Wednesday, August 12, 2015 4:51 PMTo: Clark, Tim P (Board) ([email protected]); Snyder, April C (Board) ([email protected]); Notaro, RosanneCc: Richards, Bruce; Cummings, MarthaSubject: FW: fyi....Project Apple -FRSONLY- GS's aquasition of GE deposits RESTRICTED-CONTROLLED FR
From: Sullivan, John M Sent: Wednesday, August 12, 2015 3:36 PMTo: Walsh, Michael; Moy, William; Early, Brian; Sullivan, DanielSubject: fyi....Project Apple -FRSONLY-
From: Parsons, Eric L Sent: Wednesday, 12 August, 2015 15:34To: NY FISG GE Capital Corp TeamSubject: FW: Project Apple -FRSONLY-
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From: Tim ClarkTo: Daniel Tarullo; Michael Gibson; Scott AlvarezCc: Michael Hsu; April SnyderSubject: GS -FRSONLY-Date: Wednesday, August 12, 2015 9:26:11 PM
INTERNAL FR
I thought it worthwhile to let you know that GS has informed us that they do plan to go ahead with the GECC deposit acquisition application and that they expect the deal to be announced tomorrow . tim
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From: Susan MotykaTo: Kathleen O"DayCc: Michael SextonSubject: RE: fyi....Project Apple -FRSONLY- GS"s aquasition of GE depositsDate: Thursday, August 13, 2015 9:51:58 AM
INTERNAL FR
Yes, and we sent out an AI letter based on a deck and some emails.
From: Kathleen O'Day Sent: Thursday, August 13, 2015 9:47 AMTo: Susan Motyka <[email protected]>; Jyoti Kohli <[email protected]>Cc: Michael Sexton <[email protected]>; Alison Thro <[email protected]>Subject: RE: fyi....Project Apple -FRSONLY- GS's aquasition of GE deposits
INTERNAL FR
My understanding is that there were discussions by GS with Board staff about this proposal before it was signed.
From: Susan Motyka Sent: Wednesday, August 12, 2015 7:06 PMTo: Jyoti Kohli <[email protected]>Cc: Michael Sexton <[email protected]>; Kathleen O'Day <kathleen.o'[email protected]>Subject: Re: fyi....Project Apple -FRSONLY- GS's aquasition of GE deposits
From: Jyoti KohliSent: Wednesday, August 12, 2015 5:57 PMTo: Susan MotykaSubject: FW: fyi....Project Apple -FRSONLY- GS's aquasition of GE deposits
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From: Michael Hsu Sent: Wednesday, August 12, 2015 5:49 PMTo: Jyoti Kohli <[email protected]>; April Snyder <[email protected]>Subject: Re: fyi....Project Apple -FRSONLY- GS's aquasition of GE deposits
From: Jyoti KohliSent: Wednesday, August 12, 2015 5:47 PMTo: April Snyder; Michael HsuSubject: RE: fyi....Project Apple -FRSONLY- GS's aquasition of GE deposits
INTERNAL FR
From: April Snyder Sent: Wednesday, August 12, 2015 4:52 PMTo: Jyoti Kohli <[email protected]>Subject: FW: fyi....Project Apple -FRSONLY- GS's aquasition of GE deposits
INTERNAL FR
From: Daniel Sullivan (FRS) Sent: Wednesday, August 12, 2015 4:51 PMTo: Tim Clark <[email protected]>; April Snyder <[email protected]>; Rosanne Notaro (FRS) <[email protected]>Cc: Bruce Richards (FRS) <[email protected]>; Martha Cummings (FRS) <[email protected]>Subject: FW: fyi....Project Apple -FRSONLY- GS's aquasition of GE deposits
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From: Sullivan, John M Sent: Wednesday, August 12, 2015 3:36 PMTo: Walsh, Michael; Moy, William; Early, Brian; Sullivan, DanielSubject: fyi....Project Apple -FRSONLY-
From: Parsons, Eric L Sent: Wednesday, 12 August, 2015 15:34To: NY FISG GE Capital Corp TeamSubject: FW: Project Apple -FRSONLY-
Duplicate
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Duplicate
From: Michelle SmithTo: Scott Alvarez; Michael Gibson; Darren Gersh; Eric KolligSubject: Goldman Sachs -- GEDate: Thursday, August 13, 2015 4:15:39 PM
From: Siewert, Jake [mailto:[email protected]] Sent: Thursday, August 13, 2015 4:13 PMTo: Michelle Smith <[email protected]>Subject: Release
GOLDMAN SACHS BANK USA TO ACQUIRE THE ONLINE DEPOSIT PLATFORM AND ASSUME THE DEPOSITS OF GE CAPITAL BANK
Transaction Diversifies GS Bank’s Sources of Funding
NEW YORK, August 13, 2015 – Goldman Sachs Bank USA (“GS Bank”) announced today it has entered into an agreement with GE Capital Bank (“GECB”) to acquire GECB’s online deposit platform and assume GECB’s approximately $8 billion in online deposit accounts and $8 billion in brokered certificates of deposit for an expected total of approximately $16 billion of deposits at closing. GS Bank will acquire no financial assets in the transaction other than cash associated with the deposit liabilities. “This transaction achieves greater funding diversification and strengthens the liquidity profile of GS Bank by providing an additional deposit gathering channel. The establishment of this channel represents the advancement of a key funding objective for the firm,” said Liz Beshel Robinson, Treasurer of The Goldman Sachs Group, Inc. Scott Roberts, President of GECB, said: “We are pleased to transition our depositor relationships to GS Bank, a large, stable institution with a focus on customer service. I am personally excited at the prospect of joining GS Bank, along with my team, to work towards a seamless transition of depositor accounts and to assist in managing the platform going forward.” “We look forward to welcoming and serving GECB’s online deposit customers at GS Bank with the high standard of service they have come to expect. We also look forward to working with our new colleagues from GECB,” said Esta Stecher, Chief Executive Officer of GS Bank. As part of the transaction, GS Bank will extend offers of employment to substantially all of GECB’s employees dedicated to supporting the online deposit platform. As GECB’s deposit platform is online only, the transaction does not include the purchase of any physical assets. Closing of the transaction is subject to regulatory approval. GS Bank is a New York State-chartered bank that is a wholly-owned, direct subsidiary of The Goldman Sachs Group, Inc. GS Bank is a member of the FDIC and Federal Reserve System and is subject to the regulation and supervision of the Federal Reserve, the New York State Department of Financial Services and the Consumer Financial Protection Bureau. GS Bank’s deposits are insured by the FDIC up to the maximum amount permitted by law. The Goldman Sachs Group, Inc. is a leading global financial services firm founded in 1869 and headquartered in New York.
# # #
Media Contacts: Jake Siewert, 212-902-5400
Investor Relations Contacts: Dane Holmes, 212-902-0300
Goldman Sachs Bank USA ½ 200 West Street ½ New York, New York 10282
________________________________This e-mail may contain information that is confidential, privileged or otherwise protected from disclosure. If you are not an intended recipient of this e-mail, do not duplicate or redistribute it by any means. Please delete it and any attachments and notify the sender that you have received it in error. Unintended recipients are prohibited from taking action on the basis of information in this e-mail.E-mail messages may contain computer viruses or other defects, may not be accurately replicated on other systems, or may be intercepted, deleted or interfered with without the knowledge of the sender or the intended recipient. If you are not comfortable with the risks associated with e-mail messages, you may decide not to use e-mail to communicate with Goldman Sachs.Goldman Sachs reserves the right, to the extent and under circumstances permitted by applicable law, to retain, monitor and intercept e-mail messages to and from its systems. See the http://www.gs.com/disclaimer/afg/ for important information regarding this message and your reliance on information contained in it.
From: Cabral, Jason J.To: Ivan Hurwitz (FRS)Cc: Rosanne Notaro (FRS); Brian Steffey (FRS); Vivian Liu (FRS); Daniel Sullivan (FRS); Cohen, H. Rodgin; Wiseman,
Michael M.; Escue, Michael T.Subject: CONFIDENTIAL TREATMENT REQUESTED, Goldman Sachs Bank USA: Application Pursuant to the Bank Merger
ActDate: Wednesday, August 19, 2015 9:09:41 PMAttachments: Goldman Sachs Bank USA Confidential Treatment Request (8.19.15).PDF
SC1-#3930189-v1-Goldman_Sachs_Bank_USA_Bank_Merger_Act_Application_(8_19_15).PDFSC1-#3930262-v1-Goldman_Sachs_Bank_USA_Bank_Merger_Act_Application_Public_Redacted_Version.PDFSC1-#3929686-v4-Goldman_Sachs_Bank_USA_BMA_Application_Public_Exhibits.PDFSC1-#3929692-v4-Goldman_Sachs_Bank_USA_BMA_Application_Confidential_Exhibits.PDF
CONFIDENTIAL TREATMENT REQUESTED Dear Mr. Hurwitz, On behalf of our client, Goldman Sachs Bank USA (“GS Bank”), we hereby respectfully submit a confidential application (the “Application”) pursuant to the Bank Merger Act with respect to GS Bank’s proposed acquisition by purchase and assumption of certain deposit liabilities and certain very limited non-financial assets of GE Capital Bank, a Utah state-chartered non-member industrial bank. In addition to the Application, attached please also find (i) a public redacted version of the Application, (ii) the public exhibits to the Application, and (iii) the confidential exhibits to the Application. We will have six copies (including an original copy) of the Application, redacted version of the Application, and the public and confidential exhibits thereto, delivered to your attention tomorrow. We hereby respectfully request that the Application and the confidential exhibits be treated confidentially for the reasons set forth in the attached cover letter. Regards, Jason Cabral Jason J. CabralSullivan & Cromwell LLP125 Broad StreetNew York, NY 10004Tel: (212) 558-7370Fax: (212) [email protected]
This e-mail is sent by a law firm and contains information that may be privileged andconfidential. If you are not the intended recipient, please delete the e-mail and notify usimmediately.
The Board’s Freedom of Information Office provided you with theattached confidential treatment request, public redacted version of the
application, and public exhibits on September 3, 2015.
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CONFIDENTIAL TREATMENT REQUESTED
SC1:3929687.1
CONFIDENTIAL EXHIBITS
Confidential Exhibit 1 Purchase and Assumption Agreement, dated as of August 13, 2015, by and among GE Capital Bank, Goldman Sachs Bank USA, and General Electric Capital Corporation
Confidential Exhibit 2 Historical and Pro Forma Financial Information and Capital Ratios Reflecting the Proposed Transaction
Confidential Exhibit 3 Transition Services Agreement, dated as of August 13, 2015, between GE Capital Bank and Goldman Sachs Bank USA
Confidential Exhibit 4 Lease Agreement, dated as of August 13, 2015, between GE Capital Bank and Goldman Sachs Bank USA
Confidential Exhibit 5 Resolutions of the Boards of Directors of Goldman Sachs Bank USA and The Goldman Sachs Group, Inc.
CONFIDENTIAL TREATMENT REQUESTED
SC1:3929687.1
CONFIDENTIAL EXHIBIT 1
Purchase and Assumption Agreement, dated as of August 13, 2015, by and among GE Capital Bank, Goldman Sachs Bank USA, and General Electric Capital Corporation
PURCHASE AND ASSUMPTION AGREEMENT
dated as of August 13, 2015
by and between
GE Capital Bank, as Seller,
Goldman Sachs Bank USA, as Buyer
and
General Electric Capital Corporation, as Parent
CONFIDENTIAL TREATMENT REQUESTED
ARTICLE I DEFINITIONS ............................................................................................................2
Section 1.01. Certain Defined Terms ...........................................................................2
ARTICLE II PURCHASE AND SALE; CLOSING .......................................................................2
Section 2.01. Purchase and Sale of Transferred Assets ...............................................2
Section 2.02. Assignment of Certain Transferred Assets and Assumed Liabilities ...............................................................................................4
Section 2.03. Closing ...................................................................................................5
ARTICLE III ESTIMATED CLOSING PAYMENT; ADJUSTMENTS .......................................5
Section 3.01. Payment at Closing; Certain Closing Deliverables ................................5
Section 3.02. Estimated Closing Statement .................................................................5
Section 3.03. Post-Closing Statements ........................................................................5
Section 3.04. Reconciliation of Post-Closing Statements ............................................7
Section 3.05. Post-Closing Adjustment .......................................................................8
Section 3.06. Payments and Computations ..................................................................8
Section 3.07. Proration .................................................................................................9
Section 3.08. Allocation of Purchase Price ..................................................................9
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER PARTIES ...............10
Section 4.01. Incorporation and Qualification of Seller Parties ................................10
Section 4.02. Authority of Seller Parties; Enforceability ..........................................10
Section 4.03. No Conflict...........................................................................................10
Section 4.04. Consents and Approvals ......................................................................11
Section 4.05. Assumed Deposit Balances ..................................................................11
Section 4.06. Absence of Certain Changes or Events ................................................11
Section 4.07. Absence of Litigation ...........................................................................11
Section 4.08. Compliance with Laws, Policies and Procedures; Permits ..................12
Section 4.09. Intellectual Property .............................................................................12
Section 4.10. Employment and Employee Benefits Matters .....................................14
Section 4.11. Taxes ....................................................................................................16
Section 4.12. Brokers .................................................................................................16
Section 4.13. Title to Assets; Liens ...........................................................................16
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Section 4.14. Regulatory Matters...............................................................................16
Section 4.15. Assumed Deposits ................................................................................17
Section 4.16. Assumed Contracts ..............................................................................18
Section 4.17. Transferred Assets ...............................................................................18
Section 4.18. Records ................................................................................................18
Section 4.19. Sufficiency of Assets ...........................................................................18
Section 4.20. No Escheatable Deposits......................................................................19
Section 4.21. No Other Representations or Warranties .............................................19
ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER ...................................19
Section 5.01. Incorporation and Authority of Buyer .................................................19
Section 5.02. No Conflict...........................................................................................20
Section 5.03. Consents and Approvals ......................................................................20
Section 5.04. Absence of Restraints; Compliance with Laws ...................................20
Section 5.05. Brokers .................................................................................................20
Section 5.06. Regulatory Matters...............................................................................20
Section 5.07. Investigation .........................................................................................21
ARTICLE VI ADDITIONAL AGREEMENTS ............................................................................22
Section 6.01. Conduct of Business Before the Closing .............................................22
Section 6.02. Transition of Deposit Platform; Access to Information; Employees ............................................................................................24
Section 6.03. Confidentiality .....................................................................................25
Section 6.04. Regulatory and Other Authorizations; Consents .................................26
Section 6.05. Other Transaction Agreements ............................................................27
Section 6.06. Cooperation ..........................................................................................28
Section 6.07. Legacy Deposits; Brokered Sweeps.....................................................28
Section 6.08. Lease ....................................................................................................28
Section 6.09. Open Source Software .........................................................................28
Section 6.10. Authentication ......................................................................................29
Section 6.11. Certain Account Reviews ....................................................................29
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ARTICLE VII POST-CLOSING COVENANTS. ........................................................................29
Section 7.01. Rights to Seller Names and Seller Marks ............................................29
Section 7.02. Preservation of Books and Records; Access ........................................30
Section 7.03. Notice to Government Authorities .......................................................31
Section 7.04. Further Assurances...............................................................................31
Section 7.05. Further Action Regarding Intellectual Property ..................................32
ARTICLE VIII EMPLOYEE MATTERS .....................................................................................32
ARTICLE IX TAX MATTERS.....................................................................................................32
Section 9.01. Straddle Periods ...................................................................................32
Section 9.02. Post-Closing Actions ...........................................................................33
Section 9.03. Reliance on Past Practice or Information.............................................33
Section 9.04. Transfer Taxes .....................................................................................33
Section 9.05. Tax Cooperation...................................................................................33
Section 9.06. Information Reports .............................................................................34
Section 9.07. Survival ................................................................................................34
ARTICLE X CONDITIONS TO CLOSING .................................................................................34
Section 10.01. Conditions to Obligations of Seller .....................................................34
Section 10.02. Conditions to Obligations of Buyer .....................................................35
Section 10.03. Frustration of Closing Conditions ........................................................36
Section 10.04. Waiver of Closing Conditions .............................................................36
ARTICLE XI TERMINATION .....................................................................................................37
Section 11.01. Termination ..........................................................................................37
Section 11.02. Notice of Termination ..........................................................................37
Section 11.03. Effect of Termination ...........................................................................37
ARTICLE XII INDEMNIFICATION ...........................................................................................38
Section 12.01. Survival ................................................................................................38
Section 12.02. Indemnification by Parent ....................................................................38
Section 12.03. Indemnification by Buyer ....................................................................40
Section 12.04. Notification of Claims..........................................................................40
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Section 12.05. Exclusive Remedies .............................................................................41
Section 12.06. Additional Indemnification Provisions ................................................41
Section 12.07. Mitigation .............................................................................................42
Section 12.08. Limitation on Liability .........................................................................42
Section 12.09. Tax Treatment of Payments .................................................................42
ARTICLE XIII MISCELLANEOUS ............................................................................................42
Section 13.01. Rules of Construction ..........................................................................42
Section 13.02. Expenses ..............................................................................................44
Section 13.03. Notices .................................................................................................44
Section 13.04. Public Announcements ........................................................................45
Section 13.05. Severability ..........................................................................................45
Section 13.06. Assignment and Novation ....................................................................45
Section 13.07. No Third-Party Beneficiaries ...............................................................46
Section 13.08. Entire Agreement .................................................................................46
Section 13.09. Amendments ........................................................................................46
Section 13.10. Waiver ..................................................................................................46
Section 13.11. Governing Law ....................................................................................47
Section 13.12. Dispute Resolution; Consent to Jurisdiction ........................................47
Section 13.13. Waiver of Jury Trial .............................................................................47
Section 13.14. Admissibility into Evidence .................................................................48
Section 13.15. Remedies; Specific Performance .........................................................48
Section 13.16. Non-Recourse ......................................................................................48
Section 13.17. Interest..................................................................................................49
Section 13.18. Disclosure Schedules and Exhibits ......................................................49
Section 13.19. Provision Respecting Legal Representation ........................................49
Section 13.20. Privilege ...............................................................................................50
Section 13.21. Counterparts .........................................................................................50
CONFIDENTIAL TREATMENT REQUESTED
EXHIBITS
Exhibit A DefinitionsExhibit B Intellectual Property Cross License AgreementExhibit C Example Estimated Closing StatementExhibit D Instrument of Assignment and AssumptionExhibit E Employee Matters AppendixExhibit F Discounted Future Cash Flow MethodologyExhibit G Assumed ContractsExhibit H List of Deposits AccountsExhibit I Transferred Intellectual Property
SCHEDULES
Schedule 3.07(b) Assumed Contracts to be ProratedSchedule 4.03(iii) Assumed Contracts Subject to Notice/ConsentSchedule 4.04 Consents and ApprovalsSchedule 4.05 Assumed Deposit BalanceSchedule 4.06 Absence of Certain Changes or EventsSchedule 4.07 Absence of LitigationSchedule 4.08 Compliance with Laws, Policies and Procedures; PermitsSchedule 4.09(a)(i) Domain NamesSchedule 4.09(a)(ii) Registered Seller Intellectual PropertySchedule 4.09(b) Intellectual PropertySchedule 4.09(c) Ownership of Transferred Intellectual PropertySchedule 4.09(e) Open Source Included, Embedded or Incorporated in Transferred
SoftwareSchedule 4.09(h) System PerformanceSchedule 4.10(b) Employee and Business PlansSchedule 4.10(d) Employment and Employee Benefits MattersSchedule 4.14(d) Material Compliance with Policies and ProceduresSchedule 4.14(f) Data BreachesSchedule 4.15 Assumed DepositsSchedule 4.16 Other Material ContractsSchedule 4.19 Sufficiency of AssetsSchedule 6.01 Conduct of Business Before the ClosingSchedule 6.02(b) Testing RequestSchedule 10.01(b) Government Approvals
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SC1:3929687.1
CONFIDENTIAL EXHIBIT 2
Historical and Pro Forma Financial Information and Capital Ratios Reflecting the Proposed Transaction
Unaudited ($ in millions except share and per share amounts) Adjustments
GS Bank USA GE BankPro FormaAdjustments
Pro FormaCombined
June 30, 20151 June 30, 2015 June 30, 2015 June 30, 2015Balance SheetCash A ASecurities purchased under agreements to resellLoans receivable, netReceivables from customers and counterparties, brokers, dealers and clearing organizationsFinancial instruments owned, at fair valueOther assets B DTotal assets
Deposits C ESecurities sold under agreements to repurchase, at fair valueOther secured financingsPayables to customers and counterparties, brokers, dealers and clearing organizationsFinancial instruments sold, but not yet purchased, at fair valueSubordinated borrowingsOther liabilities and accrued expenses FShareholder's equity (includes common stock, par value $100 per share; 80,000,000 shares authorized,issued and outstanding as of June 2015)Total liabilities and shareholder's equity
(A)(B)(C)(D)(E)(F)
Pro Forma Combined Balance Sheet
1. June 30, 2015 unaudited balance sheet prepared under US GAAP. Total assets and total liabilities reported on our June 30, 2015 Call Report as referenced in the application are higher by $32million related to the classification of the fair value of certain lending commitments pursuant to the call report reporting guidelines.
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Unaudited ($ in millions except share and per share amounts)
Pro Forma Combined Pro Forma CombinedDecember 31, 2015 December 31, 2016
Balance SheetCash (A) (A)Securities purchased under agreements to resellLoans receivable, netReceivables from customers and counterparties, brokers, dealers and clearing organizationsFinancial instruments owned, at fair valueOther assets (B)Total assets
Deposits (C) (C)Securities sold under agreements to repurchase, at fair valueOther secured financings (D)Payables to customers and counterparties, brokers, dealers and clearing organizationsFinancial instruments sold, but not yet purchased, at fair valueSubordinated borrowingsOther liabilities and accrued expenses (E) (E)Shareholder's equity (includes common stock, par value $100 per share; 80,000,000 shares authorized, issued and outstanding) (F) (F)Total liabilities and shareholder's equity
(A)(B)(C)(D)(E)(F)
Forecasted Pro Forma Combined Balance Sheet
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Unaudited ($ in millions)Year Ended December2015 2016
Interest Income (A) (A)Interest Expense (B) (B)Net Interest IncomeGains and Losses from financial instrumentsOther revenuesTotal non interest revenuesNet revenues, including net interest income
Operating expenses (C)Pre tax earningsProvision for taxesNet earnings
(A)(B)(C)
Forecasted Pro Forma Combined Income Statement
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Actual Pro Forma Combined
$ millions 2Q15 4Q15 4Q16
Common Equity Tier 1 ("CET1") 21,988Tier 1 Capital1 21,988
Subordinated Debt 2,000ALLL 222Tier 2 capital 2,222
Total Capital 24,210Total Risk Weighted Assets 208,221Average Adjusted Assets 129,147
CET1 ratio 10.6%Tier 1 capital ratio 10.6%Total capital ratio 11.6%Tier 1 leverage ratio 17.0%
1
Forecasted Pro Forma Combined Capital Ratios
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SC1:3929687.1
CONFIDENTIAL EXHIBIT 3
Transition Services Agreement, dated as of August 13, 2015, betweenGE Capital Bank and Goldman Sachs Bank USA
Confidential
CONFIDENTIAL
EXECUTION COPY
DATED AUGUST 13, 2015
General Electric Capital Corporation
(“GECC”),
and
Goldman Sachs Bank USA
(“Company”)
__________________________________________________
TRANSITIONAL SERVICES AGREEMENT
__________________________________________________
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TABLE OF CONTENTS
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1. Transitional Arrangements ................................................................................................................ 2 1.1 GECC Transitional Arrangements ..................................................................................... 2 1.2 Reserved ............................................................................................................................ 2 1.3 Supplier and Recipient Roles ............................................................................................. 2
2. Obligations of the Suppliers and the Recipients ............................................................................... 2 2.1 Limitation on the Obligations of the Suppliers .................................................................. 2 2.2 Changes to Pre-Closing Form ............................................................................................ 4 2.3 Dependencies ..................................................................................................................... 5 2.4 General Obligations of a Recipient .................................................................................... 6 2.5 Project Services.................................................................................................................. 7 2.6 Changes to Systems of the Recipient that Impact on a Transitional Arrangement ............ 7 2.7 Third Party and Government Authority Approvals ........................................................... 8 2.8 Rectification ....................................................................................................................... 9 2.9 Screening Tests .................................................................................................................. 9
3. Security and Access to Systems .......................................................................................................... 9 3.1 Applies to GECC IT Application Services and GECC IT Support Services ..................... 9 3.2 Access to Systems .............................................................................................................. 9 3.3 Security in General .......................................................................................................... 10 3.4 Access Security ................................................................................................................ 10 3.5 Compliance with Directions, Policies and Procedures .................................................... 11 3.6 No Damage to Systems .................................................................................................... 11 3.7 Revocation of Access ....................................................................................................... 11 3.8 Data Separation ................................................................................................................ 12 3.9 General Restrictions ......................................................................................................... 12
4. Facilities .............................................................................................................................................. 12 4.1 Access .............................................................................................................................. 13 4.2 Ancillary Services Relating to Facilities .......................................................................... 13 4.3 Vacating Facilities ........................................................................................................... 14 4.4 Compliance ...................................................................................................................... 14
5. Variations ........................................................................................................................................... 14 5.1 Variation Proposals .......................................................................................................... 14 5.2 Good Faith Consideration to Proposals ........................................................................... 14 5.3 Giving Effect to a Variation ............................................................................................. 14 5.4 Variations Required by Law ............................................................................................ 15
6. Governance Framework ................................................................................................................... 15 6.1 Overview .......................................................................................................................... 15 6.2 Finalize Schedule 1 .......................................................................................................... 15 6.3 Steering Committee ......................................................................................................... 15 6.4 Initial Representatives ...................................................................................................... 16 6.5 Replacement of a Steering Committee member .............................................................. 16 6.6 Meetings of the Steering Committee ............................................................................... 16 6.7 Powers of the Steering Committee .................................................................................. 16 6.8 Executive Sponsor ........................................................................................................... 16
7. Transition Plan .................................................................................................................................. 17 7.1 The Recipient to Prepare and Share the Transition Plan ................................................. 17 7.2 Level of Detail in Transition Plan .................................................................................... 17 7.3 Locking Down the Transition Plan .................................................................................. 17 7.4 Executing the Transition Plan .......................................................................................... 17 7.5 Adjusting the Transition Plan .......................................................................................... 17 7.6 Monitoring the Progress of the Transition Plan ............................................................... 18 7.7 Failure to Perform under the Transition Plan .................................................................. 18
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7.8 The Transition Plan Responsibility .................................................................................. 18 8. Charges ............................................................................................................................................... 18
8.1 General ............................................................................................................................. 18 8.2 Invoicing for and Payment of Charges ............................................................................ 19 8.3 Reserved .......................................................................................................................... 19 8.4 Default Interest and Disputed Invoices ............................................................................ 19 8.5 Late invoicing .................................................................................................................. 19 8.6 Taxes ................................................................................................................................ 19
9. Agreement Term, Transition Period and Termination ................................................................. 20 9.1 Agreement Term .............................................................................................................. 20 9.2 Extension of Transition Period ........................................................................................ 20 9.3 Right to Terminate a Transitional Arrangement for Convenience .................................. 21 9.4 Right to Terminate for Breach or Insolvency .................................................................. 21 9.5 Effect of Termination of a Transitional Arrangement ..................................................... 22 9.6 Effect of Termination of the Agreement .......................................................................... 22
10. Intellectual Property Rights ............................................................................................................. 23 10.1 Post-Closing IP Rights ..................................................................................................... 23 10.2 Ownership of IP Rights not Affected by License Grants ................................................. 23 10.3 Limited IP Warranty for Recipient .................................................................................. 23 10.4 Limited IP Indemnity for Supplier ................................................................................... 24
11. Confidentiality ................................................................................................................................... 24 11.1 Restrictions on Use or Disclosure of Confidential Information ...................................... 24 11.2 Permitted Disclosure ........................................................................................................ 24 11.3 Notification of Confidentiality ......................................................................................... 25 11.4 Protection of Confidential Information ............................................................................ 25 11.5 Allocation of Confidential Information ........................................................................... 25 11.6 Data Export ...................................................................................................................... 26 11.7 Delivery of Materials ....................................................................................................... 26 11.8 No Sunset ......................................................................................................................... 26 11.9 Injunctive Relief .............................................................................................................. 26 11.10 Data Protection ................................................................................................................ 26
12. Limitation of Liability ....................................................................................................................... 28 12.1 Liability Caps ................................................................................................................... 28 12.2 Liability Exclusions ......................................................................................................... 28 12.3 Carve-outs for Liability Regime ...................................................................................... 28 12.4 Liability ............................................................................................................................ 29 12.5 Failure to give Notice ...................................................................................................... 29 12.6 Duty to Mitigate ............................................................................................................... 29
13. Force Majeure Events ....................................................................................................................... 29 13.1 No Party Responsible for Force Majeure Events ............................................................. 29 13.2 Notice ............................................................................................................................... 29 13.3 Liability to pay Charges ................................................................................................... 29
14. Notices ................................................................................................................................................ 30 14.1 Notices in Writing ............................................................................................................ 30 14.2 Address ............................................................................................................................ 30 14.3 Duly Given When ............................................................................................................ 30 14.4 Outside Working Hours ................................................................................................... 31 14.5 Certain Notices not to be Emailed ................................................................................... 31
15. Dispute Resolution ............................................................................................................................. 31 15.1 Commercially Reasonable Efforts ................................................................................... 31
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15.2 Escalation Meeting .......................................................................................................... 31 15.3 Reference to Arbitration .................................................................................................. 31 15.4 Arbitration Rules.............................................................................................................. 32 15.5 Language of Proceedings ................................................................................................. 32 15.6 Place of Arbitration .......................................................................................................... 32 15.7 Constitution of the Arbitral Tribunal ............................................................................... 32 15.8 Qualifications of Arbitrators ............................................................................................ 32 15.9 Arbitration Process .......................................................................................................... 32 15.10 Arbitration Award to be Final and Binding ..................................................................... 33 15.11 Enforcement of Arbitration Awards ................................................................................ 33 15.12 Extension of Transition Period ........................................................................................ 33
16. General ............................................................................................................................................... 33 16.1 Entire Agreement ............................................................................................................. 33 16.2 Assignment and Transfer ................................................................................................. 34 16.3 Costs and Expenses .......................................................................................................... 34 16.4 Counterparts ..................................................................................................................... 34 16.5 Amendments .................................................................................................................... 35 16.6 Waivers ............................................................................................................................ 35 16.7 Severability ...................................................................................................................... 35 16.8 Relationship of the Parties ............................................................................................... 35 16.9 Governing Law ................................................................................................................ 36 16.10 Failure or Delay in Exercising Rights .............................................................................. 36 16.11 Binding Effect .................................................................................................................. 36 16.12 Remedies Not Exclusive .................................................................................................. 36 16.13 No Rights of Third Parties ............................................................................................... 36 16.14 Waiver of Jury Trial ......................................................................................................... 36 16.15 Non-Recourse .................................................................................................................. 37 16.16 Disclaimer of Warranties ................................................................................................. 37
17. Definitions and Interpretation ......................................................................................................... 37 17.1 Defined Terms ................................................................................................................. 37 17.2 References to Certain General Terms .............................................................................. 44 17.3 Construction ..................................................................................................................... 45 17.4 Headings .......................................................................................................................... 45 17.5 Schedules ......................................................................................................................... 46 17.6 Inconsistency ................................................................................................................... 46 17.7 Relationship with Purchase Agreement ........................................................................... 46
SCHEDULES
Schedule 1: Description of Services Schedule 2: Excluded Services Schedule 3: Form of Notice of Variation Schedule 4: Facilities Schedule 5: Declined Services
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34 Confidential
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35 Confidential
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36 Confidential
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37 Confidential
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38 Confidential
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39 Confidential
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40 Confidential
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41 Confidential
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42 Confidential
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43 Confidential
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44 Confidential
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45 Confidential
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46 Confidential
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CONFIDENTIAL TREATMENT REQUESTED
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CONFIDENTIAL TREATMENT REQUESTED
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CONFIDENTIAL TREATMENT REQUESTED
SC1:3929687.1
CONFIDENTIAL EXHIBIT 4
Lease Agreement, dated as of August 13, 2015, between GE Capital Bank and Goldman Sachs Bank USA
EXECUTION VERSION CONFIDENTIAL TREATMENT REQUESTED
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2
CONFIDENTIAL TREATMENT REQUESTED
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CONFIDENTIAL TREATMENT REQUESTED
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CONFIDENTIAL TREATMENT REQUESTED
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CONFIDENTIAL TREATMENT REQUESTED
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9
CONFIDENTIAL TREATMENT REQUESTED
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10
CONFIDENTIAL TREATMENT REQUESTED
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11
CONFIDENTIAL TREATMENT REQUESTED
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12
CONFIDENTIAL TREATMENT REQUESTED
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13
CONFIDENTIAL TREATMENT REQUESTED
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14
CONFIDENTIAL TREATMENT REQUESTED
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15
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16
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18
CONFIDENTIAL TREATMENT REQUESTED
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19
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20
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21
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22
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CONFIDENTIAL TREATMENT REQUESTED
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26
CONFIDENTIAL TREATMENT REQUESTED
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27
CONFIDENTIAL TREATMENT REQUESTED
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CONFIDENTIAL TREATMENT REQUESTED
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CONFIDENTIAL TREATMENT REQUESTED
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Exhibit A
CONFIDENTIAL TREATMENT REQUESTED
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CONFIDENTIAL TREATMENT REQUESTED
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CONFIDENTIAL TREATMENT REQUESTED
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CONFIDENTIAL TREATMENT REQUESTED
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SC1:3929687.1
CONFIDENTIAL EXHIBIT 5
Resolutions of the Boards of Directors of Goldman Sachs Bank USA and The Goldman Sachs Group, Inc.
CONFIDENTIAL
Approval of Deposit Transaction with GE Capital Bank
WHEREAS, a transaction has been proposed for consideration by the Board involving
the assumption by Goldman Sachs Bank USA of the deposits and deposit platform of GE
Capital Bank (“GECB”).
NOW, THEREFORE, BE IT HEREBY RESOLVED, that the Board deems it advisable
and in the best interests of the Corporation and its shareholders that the following transaction
and actions be, and they hereby are, authorized and approved as set forth in the following
resolutions.
RESOLVED, that the acquisition of the GECB deposits and deposit platform (the
“Transaction”), be and hereby is, approved on substantially the same terms and conditions
presented to the Board for consideration at this meeting and attached to these resolutions as
Annex A, with such immaterial changes or amendments thereto as any Authorized Person
considers necessary, desirable or appropriate, subject in the case of any material changes or
amendments to the approval of the Special Committee.
RESOLVED, that each Authorized Person is hereby authorized to negotiate, prepare,
execute (if applicable) and deliver such contracts, agreements or other documents, including
without limitation any Asset Purchase Agreement, Transition Services Agreement and any
annexes, exhibits and schedules thereto and any related forms and other materials, providing
for the Transaction as any Authorized Person considers necessary, desirable or appropriate,
such necessity, desirability or appropriateness to be evidenced conclusively by execution or
delivery thereof, and to take such other actions in connection therewith as any such Authorized
Person considers necessary, desirable or appropriate.
CONFIDENTIAL TREATMENT REQUESTED
CONFIDENTIAL
RESOLVED, that each Authorized Person is hereby authorized to negotiate, prepare,
execute (if applicable) and deliver any contract, agreement or other document, including making
or submitting any regulatory filing, notice or request for approval as any Authorized Person
considers necessary, desirable or appropriate in connection with the Transaction, such
necessity, desirability or appropriateness to be evidenced conclusively by execution, delivery,
filing or submission thereof, and to take such other actions in connection therewith as any such
Authorized Person considers necessary, desirable or appropriate.
Formation of Special Committee
RESOLVED, that a special committee of the Board (the “Special Committee”)
hereinafter designated be, and it hereby is, appointed to take certain actions in connection with
the Transaction and related matters as set forth below.
CONFIDENTIAL TREATMENT REQUESTED
(b)(4)
CONFIDENTIAL
Implementation
RESOLVED, that each Authorized Person is authorized and directed to take or authorize
or cause to be taken any and all actions as such person considers necessary, desirable or
appropriate to carry out all of the actions and transactions authorized at this meeting and any
action or transaction reasonably related thereto, including executing any contract, agreement or
other document in connection with the Transaction or any related transaction, effecting any
amendment, modification or supplement to any such contract, agreement or other document,
and the consummation of the Transaction or any related transaction, obtaining all permits,
authorizations, orders and approvals and making any regulatory filings required as a condition
or necessary, advisable or appropriate to effect the Transaction or any related transaction,
forming or liquidating such subsidiaries as may be necessary, desirable or appropriate to
consummate the Transaction or any related transaction, paying or causing to be paid any fees
and expenses, and approving, as a stockholder, officer, director or member of any entity, the
Transaction or any related transaction.
CONFIDENTIAL TREATMENT REQUESTED
(b)(4)
(b)(4)
CONFIDENTIAL
RESOLVED, that the taking of any action by any Authorized Person shall be conclusive
evidence that such action was deemed to be necessary, desirable or appropriate by such
person and no further evidence of such determination shall be necessary for the purposes of
these Resolutions.
Ratification of Past Action
RESOLVED, that any actions taken by, with the authorization of or at the direction of any
Authorized Person prior to the date hereof which action would have been authorized by the
foregoing resolutions had such action been taken after the date hereof, be and the same are
hereby ratified, confirmed and approved in all respects.
Authorized Persons
CONFIDENTIAL TREATMENT REQUESTED
(b)(4)
Annex A
SUMMARY OF CERTAIN DEAL TERMS
Purchasers: The Goldman Sachs Group, Inc. and its affiliates
Sellers: GE Capital Bank (“GECB”) and its affiliates
Transaction Structure: Asset purchase and deposit assumption agreement.
Assumed Liabilities: Purchasers will assume all deposit liabilities of GECB, including GECB’s retail online savings deposits, retail online certificates of deposit, brokered certificates of deposit (excluding brokered certificates of deposit originated after May 31, 2015), and certain certificates of deposit originated prior to June 2013 that are not online, outstanding at the Closing.
Purchased Assets: Purchasers will assume the mutually agreed technology and other tangible and intangible assets owned by Sellers and used by Sellers to manage their retail online bank deposit offering and contracts related thereto (the “Platform”). Purchasers will also assume cash equal to the fair value of the acquired deposit liabilities less the Purchase Price at the time of the Transaction’s closing (the “Closing”) (such cash, together with the Platform, the “Purchased Assets”).
o
o
o
Excluded Liabilities: Purchasers will not assume any pre-Closing liabilities or any other liabilities other than:
o any specifically agreed liabilities to the extent arising from ownership of the Purchased Assets; and
o the Assumed Liabilities.
Representations, Warranties, and Indemnification: Sellers will provide customary representations and warranties, which will be supported by a customary indemnity package.
CONFIDENTIAL TREATMENT REQUESTED
(b)(4)
(b)(4)
(b)(4)
Transition Arrangements: Purchasers and Sellers will use commercially reasonable efforts to transition the Platform to Purchasers so that it is operational in all material respects on Purchasers’ systems as of the Closing (subject to regulatory compliance).
o Transition Services Agreement:
Pre-Closing Conduct of Business: Sellers will maintain and support the retail deposit Platform in the ordinary course, consistent with past practice
, between signing
and Closing.
Regulatory Approvals: Purchasers and Sellers, as required, will file applications for all regulatory approvals within business days after signing and to use reasonable best efforts to obtain such approvals.
o
o
Conditions to Closing: The following conditions, among others, must be satisfied prior to Closing of the asset purchase:
o Receipt of all regulatory approvals (including from antitrust regulators (to the extent necessary), the Federal Reserve, the New York Department of Financial Services, and the Utah Department of Financial Institutions); and
o
CONFIDENTIAL TREATMENT REQUESTED
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
CONFIDENTIAL TREATMENT REQUESTED
APPROVAL OF ACQUISITION BY PURCHASE AND ASSUMPTION OF CERTAIN ASSETS AND CERTAIN DEPOSIT LIABILITIES OF GE CAPITAL BANK
WHEREAS, a transaction has been proposed for consideration by the Board of Directors of Goldman Sachs Bank USA (the “Bank”) involving the acquisition by purchase and assumption of certain assets and certain deposit liabilities (the “Purchase and Assumption”) of GE Capital Bank, a Utah state-chartered industrial bank (the “Seller”).
NOW, THEREFORE, BE IT HEREBY RESOLVED, that the Board of Directors deems it advisable and in the best interests of the Bank and its sole shareholder that the following transactions and actions be, and they hereby are, authorized and approved as set forth in the following resolutions.
RESOLVED, that the Purchase and Assumption by the Bank of certain of the Seller’s assets and deposit liabilities be, and it hereby is, approved on substantially the same terms and conditions presented to the Board of Directors at this meeting and attached as Annex A hereto, with such immaterial amendments, additions, changes and deletions thereto that any Authorized Person (as defined below) considers necessary, desirable or appropriate in approving the final terms and conditions, subject in the case of any material changes or amendments to the approval of the Special Committee.
RESOLVED, that each Authorized Person is hereby authorized to negotiate, prepare, execute (if applicable) and deliver such contracts, agreements or other documents, including without limitation any purchase and assumption agreement, transition services agreement, and any annexes, exhibits and schedules thereto and any related forms and other materials, providing for the Purchase and Assumption as any Authorized Person considers necessary, desirable or appropriate, such necessity, desirability or appropriateness to be evidenced conclusively by execution or delivery thereof, and to take such other actions in connection therewith as any such Authorized Person considers necessary, desirable or appropriate.
RESOLVED, that each Authorized Person is hereby authorized to negotiate, prepare, execute (if applicable) and deliver any contract, agreement or other document, including making or submitting any regulatory filing, notice or request for approval, including without limitation (i) the application pursuant to the Bank Merger Act to the Board of Governors of the Federal Reserve System, (ii) the application pursuant to Section 601-a(1)(g) of the New York Banking Law to the New York State Department of Financial Services, (iii) the application pursuant to Sections 7-1-703 and 7-1-705 of the Utah Code to the Utah Department of Financial Institutions, and (iv) any other application or notice with the New York State Department of Financial Services, the Federal Reserve Bank of New York, the Board of Governors of the Federal Reserve System, the Utah Department of Financial Institutions or any other governmental or regulatory authority, as any Authorized Person considers necessary, desirable or appropriate in connection with the Purchase and Assumption, such necessity, desirability or appropriateness to be evidenced conclusively by execution, delivery, filing or submission thereof, and to take such other actions in connection therewith as any such Authorized Person considers necessary, desirable or appropriate.
Formation of Special Committee
RESOLVED, that a special committee of the Board (the “Special Committee”) hereinafter designated be, and it hereby is, appointed to take certain actions in connection with the Purchase and Assumption and related matters as set forth below.
CONFIDENTIAL TREATMENT REQUESTED
Implementation
RESOLVED, that each Authorized Person is authorized and directed to take or authorize or cause to be taken any and all actions as such person considers necessary, desirable or appropriate to carry out all of the actions and transactions authorized at this meeting and any action or transaction reasonably related thereto, including executing any contract, agreement or other document in connection with the Purchase and Assumption or any related transaction, effecting any amendment, modification or supplement to any such contract, agreement or other document, and the consummation of the Purchase and Assumption or any related transaction, obtaining all authorizations, orders and approvals required as a condition or necessary, desirable or appropriate to effect the Purchase and Assumption or any related transaction, paying or causing to be paid any fees and expenses, and approving, as a stockholder, officer, director or member of any entity, the Purchase and Assumption or any related transaction.
RESOLVED, that the taking of any action by any Authorized Person shall be conclusive evidence that such action was deemed to be necessary, desirable or appropriate by such person and no further evidence of such determination shall be necessary for the purposes of these Resolutions.
Ratification of Past Actions
RESOLVED, that any actions taken by, with the authorization of or at the direction of any Authorized Person prior to the date hereof which action would have been authorized by the foregoing Resolutions had such action been taken after the date hereof, be and the same are hereby ratified, confirmed and approved in all respects.
Authorized Persons
(b)(4)
(b)(4)
CONFIDENTIAL TREATMENT REQUESTED
(b)(4)
CONFIDENTIAL TREATMENT REQUESTED
Annex A SUMMARY OF CERTAIN DEAL TERMS
Purchasers: The Goldman Sachs Group, Inc. and its affiliates
Sellers: GE Capital Bank (“GECB”) and its affiliates
Transaction Structure: Asset purchase and deposit assumption agreement.
Assumed Liabilities: Purchasers will assume all deposit liabilities of GECB, including GECB’s retail online savings deposits, retail online certificates of deposit, brokered certificates of deposit (excluding brokered certificates of deposit originated after May 31, 2015), and certain certificates of deposit originated prior to June 2013 that are not online, outstanding at the Closing.
Purchased Assets: Purchasers will assume the mutually agreed technology and other tangible and intangible assets owned by Sellers and used by Sellers to manage their retail online bank deposit offering and contracts related thereto (the “Platform”). Purchasers will also assume cash equal to the fair value of the acquired deposit liabilities less the Purchase Price at the time of the Transaction’s closing (the “Closing”) (such cash, together with the Platform, the “Purchased Assets”).
oo
o
Excluded Liabilities: Purchasers will not assume any pre-Closing liabilities or any other liabilities other than:
o any specifically agreed liabilities to the extent arising from ownership of the Purchased Assets; and
o the Assumed Liabilities.
Representations, Warranties, and Indemnification: Sellers will provide customary representations and warranties, which will be supported by a customary indemnity package.
Transition Arrangements: Purchasers and Sellers will use commercially reasonable efforts to transition the Platform to Purchasers so that it is operational in all material respects on Purchasers’ systems as of the Closing (subject to regulatory compliance).
(b)(4)
(b)(4)
(b)(4)
CONFIDENTIAL TREATMENT REQUESTED
o Transition Services Agreement:
Pre-Closing Conduct of Business: Sellers will maintain and support the retail deposit Platform in the ordinary course, consistent with past practice
between signing and Closing.
Regulatory Approvals: Purchasers and Sellers, as required, will file applications for all regulatory approvals within five business days after signing and use reasonable best efforts to obtain such approvals.
o
o
Conditions to Closing: The following conditions, among others, must be satisfied prior to Closing of the asset purchase:
o Receipt of all regulatory approvals (including from antitrust regulators (to the extent necessary), the Federal Reserve, the New York Department of Financial Services, and the Utah Department of Financial Institutions); and
o
(b)(4)
(b)(4)
(b)(4)
(b)(4)
(b)(4)
From: Cabral, Jason J.To: Hurwitz, IvanCc: Notaro, Rosanne; Escue, Michael T.; Goldstein, Adina T.Subject: Goldman Sachs Bank USA, Bank Merger Act Application and Newspaper NoticeDate: Wednesday, August 19, 2015 9:39:27 AMAttachments: SC1-#3898889-v3-FRB_Public_Exhibit_-_Newspaper_Notice.pdf
Ivan, Further to Mike’s voicemail, Goldman Sachs Bank USA intends to file today their application pursuant to the Bank Merger Act in connection with the recently announced proposed deposit assumption transaction with GE Capital Bank. Attached is the newspaper notice which follows the Federal Reserve’s form on its website. We intend to publish notice in the New York Post (head office of GS Bank) and the Salt Lake Tribune (head office of GE Bank) on August 20, August 27 and September 19. We will submit affidavits of publication as soon as they become available. Regards, Jason Jason J. CabralSullivan & Cromwell LLP125 Broad StreetNew York, NY 10004Tel: (212) 558-7370Fax: (212) [email protected]
This e-mail is sent by a law firm and contains information that may be privileged andconfidential. If you are not the intended recipient, please delete the e-mail and notify usimmediately.
Notice of Application by Goldman Sachs Bank USA for the Acquisition by Purchase and Assumption of Certain Deposit Liabilities and Certain Very Limited Non-Financial Assets
of GE Capital Bank
Goldman Sachs Bank USA, a New York state-chartered member bank headquartered at 200 West Street, New York, New York 10282 (“GS Bank”), has applied to the Federal Reserve Board (“Board”) pursuant to the Bank Merger Act, 12 U.S.C. § 1828(c), for permission to acquire by purchase and assumption certain deposit liabilities and certain very limited non-financial assets of GE Capital Bank, a Utah state-chartered non-member industrial bank headquartered at 6510 Millrock Drive, Suite #200, Holladay, Utah 84121. The Board will consider a number of factors in deciding whether to approve the application, including the record of performance of applicant banks in helping to meet local credit needs.
You are invited to submit comments in writing to this application to the Federal Reserve Bank of New York (the “Reserve Bank”), Attention: Bank Applications Officer, 33 Liberty Street, New York, NY 10045, or via email: [email protected]. The comment period will not end before September 19, 2015, and may be somewhat longer. The Board’s procedures for processing applications may be found at 12 C.F.R. Part 262. Procedures for processing protested applications may be found at 12 C.F.R. 262.25. If you need more information about how to submit your comments on community affairs aspects of the application or to obtain copies of relevant procedures contact Ms. Claire Kramer, Community Affairs, (212) 720-5371; other questions, including those relating to general procedures, should be directed to Mr. Ivan J. Hurwitz, Vice President, Bank Applications Function, (212) 720-5885. The Board will consider your comments and any request for a public meeting or formal hearing on the application if they are received in writing by the Reserve Bank on or before the last day of the comment period.
From: Cabral, Jason J.To: Hurwitz, IvanCc: Notaro, Rosanne; Escue, Michael T.; Goldstein, Adina T.; Steffey, Brian; Liu, VivianSubject: RE: Goldman Sachs Bank USA, Bank Merger Act Application and Newspaper NoticeDate: Wednesday, August 19, 2015 11:48:26 AM
Ivan,
No need to return our call, we just wanted to post you. Thank you for getting back to us and we will be in touch. Have a nice day.
Regards,
Jason
From: Hurwitz, Ivan [mailto:[email protected]] Sent: Wednesday, August 19, 2015 11:20 AMTo: Cabral, Jason J.Cc: Notaro, Rosanne; Escue, Michael T.; Goldstein, Adina T.; Steffey, Brian; Liu, VivianSubject: RE: Goldman Sachs Bank USA, Bank Merger Act Application and Newspaper Notice
Got it, thanks. Do you and Mike need me to return your call, or are you all set?
-Ivan
From: Cabral, Jason J. [mailto:[email protected]] Sent: Wednesday, August 19, 2015 9:37 AMTo: Hurwitz, IvanCc: Notaro, Rosanne; Escue, Michael T.; Goldstein, Adina T.Subject: Goldman Sachs Bank USA, Bank Merger Act Application and Newspaper Notice
This e-mail message, including attachments, is for the sole use of the intended recipient(s) and may contain confidential or proprietary information. If you are not the intended recipient, immediately contact the sender by reply e-mail and destroy all copies of the original message.
This e-mail is sent by a law firm and contains information that may be privileged andconfidential. If you are not the intended recipient, please delete the e-mail and notify usimmediately.
From: Notaro, RosanneTo: "[email protected]"; Sullivan, DanielCc: "[email protected]"; "[email protected]"Bcc: Notaro, RosanneSubject: Re:Date: Thursday, August 20, 2015 6:44:32 PM
Tom - yes, thanks. Jason Cabral of S/C kindly copied us directly. Thanks for the offer to call you directly with questions.
RN
From: Riggs, Tom [mailto:[email protected]] Sent: Thursday, August 20, 2015 06:31 PMTo: Sullivan, Daniel; Notaro, Rosanne Cc: Neary, Una <[email protected]>; Spaziani, Rosemary <[email protected]> Subject:
Wanted to make sure you were aware that we filed our bank merger application for the GE transaction late yesterday. Happy to discuss. TR NOTICE TO RECIPIENTS: The information contained in and accompanying this communication may be confidential, subject to legal privilege, or otherwise protected from disclosure, and is intended solely for the use of the intended recipient(s). If you are not the intended recipient of this communication, please delete and destroy all copies in your possession, notify the sender that you have received this communication in error, and note that any review or dissemination of, or the taking of any action in reliance on, this communication is expressly prohibited.
E-mail messages may contain computer viruses or other defects, may not be accurately replicated on other systems, or may be intercepted, deleted or interfered with without the knowledge of the sender or the intended recipient. Goldman Sachs makes no warranties in relation to these matters. Please note that Goldman Sachs reserves the right to intercept, monitor, and retain e-mail messages to and from its systems as permitted by applicable law. If you are not comfortable with the risks associated with e-mail messages, you may decide not to use e-mail to communicate with Goldman Sachs.
© Copyright 2012 Goldman Sachs. All rights reserved. See http://www.gs.com/disclaimer/email-salesandtrading.html for important risk disclosure, order handling practices, conflicts of interest and other terms and conditions relating to this e-mail and your reliance on information contained in it, as well as http://www.gs.com/disclaimer/ipo/ for prospectuses for recent initial public offerings to which this message may relate. This message may contain confidential or privileged information. If you are not the intended recipient, please advise us immediately and delete this message. See http://www.gs.com/disclaimer/email/ for further information on confidentiality and the risks of non-secure electronic communication. If you cannot access these links, please notify us by reply message and we will send the contents to you.
From: Lisa Brannon (FRS)To: [email protected]: Vivian Liu (FRS); Brian Steffey (FRS)Subject: Acknowledgement - Goldman Sachs Bank - GE Capital BankDate: Monday, August 31, 2015 3:58:08 PMAttachments: ACK_GS-GE Capital Bank.pdf
Please see the attached letter acknowledging your notice by Goldman Sachs Bank USA, New York, New York, to purchase certain non-financial assets and assume certain deposit liabilities of GE Capital Bank, Hollady, Utah. If you have any questions, please contact Vivian Liu, at (212) 720-2701 and Brian Steffey, at (212) 720-6515.
From: Tim ClarkSent: Thursday, September 03, 2015 10:15 AMTo: Schwartz, HarveySubject: RE: vmail/follow-up
2 works for me.
From: Schwartz, Harvey [mailto:[email protected]]Sent: Thursday, September 03, 2015 10:14 AMTo: Tim Clark <[email protected]>Subject: RE: vmail/follow up
Im around other than noon to 130. Have to step out for a lunch. Call as convenient. I have meetings but my assistantwill interrupt.
If you had a sense of when you might call…let me know.
Talk later.
The Goldman Sachs Group, Inc. All rights reserved.See http://www.gs.com/disclaimer/global_email for important risk disclosures, conflicts of interest and other terms and conditions relating to this e mail and your reliance on informationcontained in it. This message may contain confidential or privileged information. If you are not the intended recipient, please advise us immediately and delete this message. Seehttp://www.gs.com/disclaimer/email for further information on confidentiality and the risks of non secure electronic communication. If you cannot access these links, please notify us byreply message and we will send the contents to you.
From: Tim Clark [mailto:[email protected]]Sent: Thursday, September 03, 2015 10:11 AM To: Schwartz, Harvey [Fin] Subject: Re: vmail/follow-up
Harvey the week of 9 14 i'm traveling. We may be able to discuss on a conference call though. I willcall you a bit later today. Any time particularly worse for you than the others?ThanksTim
Sent from my BlackBerry 10 smartphone.
From: Schwartz, Harvey Sent: Thursday, September 3, 2015 10:07 AM To: Tim Clark Subject: vmail/follow-up
Tim,
Thanks again for meeting with us the other day. Appreciate you taking the time.
Left you a vmail earlier and just wanted to agree on follow up with you directly on . Id proposetrying to get on your calendar during the week of the 14th or whenever your calendar permits after the 14th. If ok with you –ill have my assistant begin working with your office to secure a time with you/your team. We will move whatever meetingswe can on our side to accommodate your calendar – realize this is quite short notice.
(b)(8)
Let me know if ok to proceed scheduling with your office?
Regards
harvey
The Goldman Sachs Group, Inc. All rights reserved.See http://www.gs.com/disclaimer/global_email for important risk disclosures, conflicts of interest and other terms and conditions relating to this e mail and yourreliance on information contained in it. This message may contain confidential or privileged information. If you are not the intended recipient, please advise usimmediately and delete this message. See http://www.gs.com/disclaimer/email for further information on confidentiality and the risks of non secure electroniccommunication. If you cannot access these links, please notify us by reply message and we will send the contents to you.
From: Sharon EllisTo: Scott AlvarezSubject: Rodgen Cohen would like you to call him. -FRSONLY-Date: Friday, September 04, 2015 2:18:40 PM
INTERNAL FR
_______________________________________
Sharon EllisSenior Legal Staff AssistantLegal DivisionBoard of Governors of the Federal Reserve System20th Street and Constitution Ave., NWoffice: (202) 736-5556 fax: (202) 736-5615
(b)(6)
From: Brannon, LisaTo: [email protected]: [email protected]; Liu, Vivian; Steffey, Brian; Hurwitz, IvanSubject: Public Comment - Attachment sent in Error PreviouslyDate: Friday, September 04, 2015 3:50:48 PMAttachments: image002.png
Mr. Escue,
We understand you could not open one of the attachments in an email sent earlier regarding a public comment on the application by Goldman Sachs Bank USA. One of the attachments was sent in error. Please delete the email and do not forward the email or attachments to anyone. We will be sending a new email with attachments shortly.
Lisa Brannon-PerrinBank Applications Support Sr AnalystFederal Reserve Bank of New YorkBank Applications FunctionLEGAL GROUPTel: 212.720.5352Alt Tel: 212.720.8842Fax: 212.720.1608
From: Liu, VivianTo: Steffey, Brian; Notaro, RosanneSubject: RE: GS/GE -FRSONLY-Date: Friday, September 04, 2015 11:15:51 AM
FYI - I spoke to Jason Cabral at Sullivan & Cromwell. They are going to work on getting us the revised public version of the application sometime early/mid next week.
From: Steffey, Brian Sent: Friday, September 04, 2015 11:09 AMTo: Liu, Vivian; Notaro, RosanneSubject: GS/GE -FRSONLY- Not Responsive (internal Federal Reserve deliberative communications that do not reflect an
external communication)
From: Liu, VivianTo: "[email protected]"Cc: Steffey, Brian ([email protected])Subject: Goldman Newspaper noticeDate: Tuesday, September 08, 2015 11:19:00 AMAttachments: image001.png
image002.png
Hi Jason, We just wanted to confirm that the comment period for the newspaper notices ends on September 19, 2015. Please provide the affidavits of publication when available. Thanks,Vivian Vivian Liu | Bank Applications Associate
Bank Applications Function Legal Group
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From: Cabral, Jason J.To: Liu, VivianCc: Steffey, Brian; Escue, Michael T.; Flowers, Sarah C.; Goldstein, Adina T.Subject: Goldman Sachs Bank USA: Public Redacted ApplicationDate: Tuesday, September 08, 2015 6:33:48 PMAttachments: SC1-#3940651-v1-Goldman_Sachs_Bank_USA_Public_Redacted_Application.PDF
Vivian, Further to our prior conversations, attached please find a public redacted version of the application by Goldman Sachs Bank USA (“GS Bank”) pursuant to the Bank Merger Act with respect to GS Bank’s proposed acquisition by purchase and assumption of certain deposit liabilities and certain very limited non-financial assets of GE Capital Bank, a Utah state-chartered non-member industrial bank. Regards, Jason Jason J. CabralSullivan & Cromwell LLP125 Broad StreetNew York, NY 10004Tel: (212) 558-7370Fax: (212) [email protected]
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The Board’s Freedom of Information Officeprovided you with the revised public redacted
application on September 9, 2015.
