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    GSKY   US39572G1004

GREENSKY, INC.

(GSKY)
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GREENSKY, INC. : Other Events (form 8-K)

12/03/2021 | 05:06pm EST

Item 8.01 Other Events.




As previously disclosed, on September 14, 2021, GreenSky, Inc., a Delaware
corporation ("GreenSky"), entered into an Agreement and Plan of Merger (as
amended or otherwise modified from time to time, the "Merger Agreement"), by and
among The Goldman Sachs Group, Inc., a Delaware corporation ("GS Group"),
Goldman Sachs Bank USA, a bank organized under the laws of the State of New York
("GS Bank"), and GreenSky Holdings, LLC, a Georgia limited liability company and
subsidiary of GreenSky ("GreenSky Holdings"). On November 5, 2021, Glacier
Merger Sub 1, LLC, a Delaware limited liability company and wholly owned
subsidiary of GS Bank ("Merger Sub 1"), and Glacier Merger Sub 2, LLC, a Georgia
limited liability company and wholly owned subsidiary of GS Bank ("Merger Sub
2"), became party to the Merger Agreement through the execution of a joinder
agreement to the Merger Agreement. Upon the terms and subject to the
satisfaction or waiver of certain conditions set forth in the Merger Agreement,
(i) GreenSky will be merged with and into Merger Sub 1 (the "Company Merger"),
with Merger Sub 1 surviving the Company Merger as a wholly owned subsidiary of
GS Bank, and (ii) Merger Sub 2 will be merged with and into GreenSky Holdings
(the "Holdings Merger" and, together with the Company Merger, the "Mergers"),
with GreenSky Holdings surviving the Holdings Merger as a subsidiary of GS Bank
and Merger Sub 1. On November 9, 2021, GreenSky filed a definitive proxy
statement with the Securities and Exchange Commission ("SEC") in connection with
the Mergers which also constitutes a prospectus of GS Group (the "Proxy
Statement/Prospectus").

Since the initial filing of the Proxy Statement/Prospectus, four complaints have
been filed in federal courts in Delaware, Georgia and New York by purported
GreenSky stockholders against GreenSky and the members of the GreenSky board of
directors in connection with the Mergers:  Jeweltex Manufacturing Inc.
Retirement Plan v. GreenSky, Inc., et al., Case No. 1:21-cv-04800 (filed
November 19, 2021) (N.D. Ga.); Carlisle v. GreenSky, Inc., et al., Case No.
21-cv-01655 (filed November 23, 2021) (D. Del.); Taylor v. GreenSky, Inc., et
al., Case No. 1:21-cv-04876 (filed November 29, 2021) (N.D. Ga.); and Trantham
v. GreenSky, Inc., et al., Case No. 21-cv-10333 (filed December 3, 2021)
(S.D.N.Y.) (collectively, the "Federal Stockholder Litigation"). The complaints
in the Federal Stockholder Litigation include allegations that, among other
things, the Proxy Statement/Prospectus omitted certain material information in
violation of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and Rule 14a-9 promulgated under the Exchange Act,
rendering the Proxy Statement/Prospectus false and misleading. Additionally, on
November 9, November 20, November 24 and November 29, 2021, four purported
GreenSky stockholders sent demand letters alleging similar insufficiencies in
the disclosures in the Proxy Statement/Prospectus (such letters, the "Demand
Letters", and together with the Federal Stockholder Litigation, the "Litigation
Matters").

The plaintiffs in the Federal Stockholder Litigation seek various remedies,
including an order enjoining the defendants from proceeding with the Mergers
unless the defendants disclose allegedly material information that was allegedly
omitted from the Proxy Statement/Prospectus, rescinding the Mergers in the event
that they are consummated or awarding rescissory damages, declaring that
defendants violated Sections 14(a) and/or 20(a) of the Exchange Act and the
related rules and regulations thereunder, awarding costs, including attorneys'
and expert fees, and granting such other and further relief as the court may
deem just and proper.

GreenSky believes that the claims asserted in the Litigation Matters are without
merit and no additional disclosures are required under applicable law. However,
in order to avoid the risk of the Litigation Matters delaying or adversely
affecting the Mergers and to minimize the costs, risks and uncertainties
inherent in litigation, and without admitting any liability or wrongdoing,
GreenSky has determined to voluntarily make the following supplemental
disclosures to the Proxy Statement/Prospectus, as described in this Current
Report on Form 8-K.  Nothing in this Current Report on Form 8-K shall be deemed
an admission of the legal necessity or materiality under applicable laws of any
of the disclosures set forth herein. To the contrary, GreenSky specifically
denies all allegations in the Litigation Matters that any additional disclosure
was or is required.

These supplemental disclosures will not change the consideration to be paid to
stockholders of GreenSky in connection with the Mergers or the timing of the
Special Meeting of Stockholders (the "Special Meeting") of GreenSky, which is
scheduled to be held virtually, via live webcast, on December 10, 2021, at 10:00
a.m., Eastern Time.  The Special Meeting can be accessed by visiting
www.virtualshareholdermeeting.com/GSKY2021SM. The GreenSky board of directors,
acting upon the unanimous recommendation of a special committee composed of
independent directors of the GreenSky board of directors, continues to recommend
that you vote "FOR" the proposals to be voted on at the Special Meeting
described in the Proxy Statement/Prospectus.

Supplemental Disclosures to the Proxy Statement/Prospectus in connection with

                             the Litigation Matters

The following disclosures in this Current Report on Form 8-K supplement the
disclosures contained in the Proxy Statement/Prospectus and should be read in
conjunction with the disclosures contained in the Proxy Statement/Prospectus,
which in turn should be read in its entirety.  All page references are to the
Proxy Statement/Prospectus and terms used below, unless otherwise defined, shall
have the meanings ascribed to such terms in the Proxy Statement/Prospectus.

The disclosure in the section entitled "The Mergers-Certain Unaudited Financial
Information", beginning on page 73 of the Proxy Statement/Prospectus, is hereby
amended as follows:

--------------------------------------------------------------------------------


The table and related footnotes after the first full paragraph on page 76 are
amended and restated by replacing such table and related footnotes in their
entirety with the following:


                                                    Fiscal year ended December 31,
                                                                                               Terminal
($ in millions)                                 2022E       2023E       2024E       2025E          Year
EBIT (1)                                      $   169$   186$   196$   202$     205
Taxes                                             (41 )       (46 )       (48 )       (49 )         (50 )
Depreciation and amortization                      12          12          13          13            14
Capital expenditures                              (16 )       (16 )       

(16 ) (16 ) (16 ) Change in finance charge reversal liability 35 30 11

           7             7
Change in restricted cash                         (34 )       (36 )       (17 )       (11 )         (11 )
Unlevered free cash flows (2)                 $   126$   131     $   

139 $ 146$ 150

(1) EBIT, a non-GAAP financial measure, refers to adjusted EBITDA, less

equity-based compensation and depreciation and amortization.

(2) Unlevered free cash flows were not calculated for fiscal year 2021.

The disclosure in the section entitled "The Mergers-Opinion of J.P. Morgan, GreenSky's Financial Advisor", beginning on page 76 of the Proxy Statement/Prospectus, is hereby amended as follows:

The following table and related footnote are added as a new paragraph after the fourth paragraph on page 79 under the subheading "Public Trading Multiples Analysis":


The results of the analysis for each of the selected companies were as follows:

                                  2022E P/E
American Express Company              17.4x
Synchrony Financial                    9.2x
Discover Financial Services            9.8x
Capital One Financial Corporation      8.9x
Alliance Data Systems Corporation      6.8x
LendingClub Corporation              NM (1)



(1) NM means not meaningful because the applicable multiple is greater than 20.




The fourth sentence of the second full paragraph on page 80 under the subheading
"Discounted Cash Flow Analysis" is amended and supplemented by replacing such
sentence in its entirety with the following:

The unlevered free cash flows and the range of terminal values were then
discounted to present values as of December 31, 2021 using a discount rate range
of 11.0% to 13.0%, which was chosen by J.P. Morgan based on an analysis of the
weighted average cost of capital of GreenSky and based on J.P. Morgan's
experience and judgment.

The disclosure in the section entitled "The Mergers-Opinion of Piper Sandler,
GreenSky Special Committee's Financial Advisor", beginning on page 82 of the
Proxy Statement/Prospectus, is hereby amended as follows:

The table after the last paragraph on page 87 continuing on page 88 under the
subheading "Comparable Company Analyses" is amended and restated by replacing
such table in its entirety with the following:

                                           Stock Price / (1)(2)       Total 

Enterprise Value / (1)(2)

                                  Market    LTM    2021E    2022E           LTM       2021E       2022E
                          Capitalization    EPS      EPS      EPS        EBITDA      EBITDA      EBITDA
         Company                    ($B)    (x)      (x)      (x)           (x)         (x)         (x)
Upstart Holdings Inc.               21.6     NM       NM       NM            NM          NM          NM
SoFi Technologies Inc.              11.9     NM       NM       NM            NA          NM          NM
OneMain Holdings Inc.                7.5    5.5      5.2      6.3            NA          NA          NA
LendingClub Corp.                    2.9     NM       NM     24.6          46.4          NA        13.0
LendingTree Inc.                     2.1     NM       NM     35.5            NM        18.0        13.1
Enova International Inc.             1.2    2.4      4.8      5.9            NA          NA          NA
CURO Group Holdings Corp.            0.7    5.0     11.3      7.2           4.5         7.8         6.0
Oportun Financial Corp.              0.7     NM     12.8      9.6            NA          NA          NA
OppFi Inc.                           0.1    1.5     11.5     10.6            NA         2.5         1.9
Elevate Credit Inc.                  0.1    5.2       NM      5.5           3.4         6.5         4.5


(1) NM means not meaningful because the applicable multiple is greater than 50 or

     negative.


 (2) NA means not available.



--------------------------------------------------------------------------------

The table after the second full paragraph on page 88 under the subheading "Comparable Company Analyses" is amended and restated by replacing such table in its entirety with the following:

                                   Stock Price /                                                                               Most Recent Quarter
                                   Tangible                                                  Tangible         Total Return on Return on
                            Market     Book   LTM 2021E 2022E 52-Week

Dividend Total Common Equity/ Risk-Based Average Average Net Income Efficiency

                    Capitalization    Value   EPS   EPS   EPS    High    

Yield Assets Tangible Assets Capital Ratio Assets Equity Margin

Ratio

Company                       ($B)      (%)   (x)   (x)   (x)     (%)      (%)   ($B)             (%)           (%)       (%)       (%)        (%)     

(%)

JPMorgan Chase & Co.           478      235  10.7  11.3  13.3    95.5      2.3  3,684            5.60         17.14      1.28     16.86       28.5     

57.4

Bank of America Corporation    345      190  13.7  12.7  13.2    94.1      2.1  3,030            6.17         15.11      1.22     13.43       24.1       69.6
Citigroup Inc.                 143       91   7.2   7.0   8.8    87.8      2.9  2,328            6.86         15.63      1.06     12.22       18.9       64.7
Wells Fargo & Co.              188      131  12.2  10.9  12.3    89.0      1.7  1,946            7.48         16.84      1.39     14.13        5.7       75.7
The Toronto-Dominion Bank (1)  118      200   9.7  10.6  10.8    92.1      3.8  1,345            4.44         18.52      0.83     14.59       32.7       56.6
Royal Bank of Canada (1)       145      251  12.2  11.5  11.6    96.2      3.3  1,338            4.37         16.71      1.04     18.17       26.7       55.9
Morgan Stanley                 190      261  13.9  14.0  14.4    98.7      2.7  1,162            6.47         20.00      1.21     13.02       22.8       67.7


(1) Financial data for Royal Bank of Canada and The Toronto-Dominion Bank as of

or for the period ending July 31, 2021. Market capitalization and total

assets of Royal Bank of Canada and The Toronto-Dominion Bank were adjusted by

the exchange ratio of Canadian dollars to U.S. dollars as of September 13,

     2021 of 0.79.



The table and related footnotes after the second paragraph on page 89 under the subheading "Analysis of Precedent Transactions" are amended and restated by replacing such table and related footnotes in their entirety with the following:


                                                                                      Transaction Equity Value / (1)(2)
                                                                                              LTM          NTM               One-Day
                                                                                              Net          Net       Book    Implied
                                                                                           Income       Income      Value    Premium
Announcement Date         Target                          Acquiror                            (x)          (x)        (%)        (%)
August 2021        Service Finance      Truist Financial Corporation                           NA           NA         NA         NA
                   Company, LLC (3)
June 2021          EnerBank USA (3)     Regions Financial Corporation                        12.6           NA        302         NA
January 2021       Cardtronics plc      NCR Corporation                                        NM         24.5        519      (5.1)
November 2019      Asta Funding, Inc.   Stern Group, Inc.                                    18.2           NA         96       17.6
May 2019           Total System         Global Payments Inc.                                 37.4         25.5         NM        9.6
                   Services, Inc.
March 2019         Worldpay, Inc.       Fidelity National Information Services, Inc.           NM         24.4        354       13.6
January 2019       Repay Holdings, LLC  Thunder Bridge Acquisition, Ltd.                       NM           NA        550         NA
January 2019       First Data           Fiserv, Inc.                                         18.2         16.3        511       29.6
                   Corporation
November 2017      America's Financial  Finbond Group Ltd.                                    4.1           NA         NA         NA
                   Choice, Inc.
October 2017       Planet Payment, Inc. Franklin UK Bidco Limited                             9.7         25.0        568       18.1
October 2017       Spirit               Kimho Consultants Co. Ltd                             7.3           NA         NA         NA
                   International, Inc.
April 2017         MertzCo, Inc.        CardConnect Corp.                                    17.9           NA         NM         NA
January 2017       UniRush, LLC         Green Dot Corporation                                11.2           NA         NM         NA
July 2016          Oak Mortgage         Republic First Bancorp, Inc.                          3.3           NA        141         NA
                   Company, LLC
June 2016          Higher One Holdings, Blackboard Inc.                                      33.3         22.4        221       37.3
                   Inc.
March 2016         FTS Holding          FinTech Acquisition Corp.                              NM           NA        617         NA
                   Corporation
February 2016      CollectorSolutions,  JetPay Corporation                                   16.3           NA         NA         NA
                   Inc.


(1) NM means not meaningful for Transaction Equity Value / LTM Net Income because

the applicable multiple is greater than 50 or negative. NM means not

meaningful for Transaction Equity Value / Book Value because the applicable

percentage is greater than 750 or negative.

(2) NA means not available.

(3) Included due to non-traditional banking model focused on home improvement

     loan programs.



The third sentence of the second paragraph on page 90 under the subheading "Net
Present Value Analyses" is amended and supplemented by replacing such sentence
in its entirety with the following:

Piper Sandler selected these price to earnings and tangible book value multiples
based on Piper Sandler's review of, among other matters, the trading multiples
of selected companies that Piper Sandler deemed to be comparable to GreenSky and
GS Group, respectively.

The following language is added as a new sentence after the third sentence of the second paragraph on page 90 under the subheading "Net Present Value Analyses":

Consistent with its ordinary practice, Piper Sandler employed the Duff & Phelps Cost of Capital Navigator and its experience and judgment in determining an appropriate discount rate for GreenSky.

--------------------------------------------------------------------------------

The following language is added as a new sentence after the second sentence of the second paragraph on page 91 under the subheading "Net Present Value Analyses":


Consistent with its ordinary practice, Piper Sandler employed the Duff & Phelps
Cost of Capital Navigator and its experience and judgement in determining an
appropriate discount rate for GS Group.

Forward-Looking Statements


This communication contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 regarding GreenSky and GS Group
including, but not limited to, statements related to the proposed acquisition of
GreenSky and the anticipated timing, results and benefits thereof, statements
regarding the expectations and beliefs of the board of directors of GreenSky,
GreenSky management, the board of directors of GS Group or GS Group management,
and other statements that are not historical facts.  Readers can generally
identify forward-looking statements by the use of forward-looking terminology
such as "outlook," "potential," "continue," "may," "seek," "approximately,"
"predict," "believe," "expect," "plan," "intend," "poised," "estimate" or
"anticipate" and similar expressions or the negative versions of these words or
comparable words, as well as future or conditional verbs such as "will,"
"should," "would," "likely" and "could".  These forward-looking statements are
based on GreenSky's and GS Group's current plans, objectives, estimates,
expectations and intentions and inherently involve significant risks and
uncertainties, many of which are beyond GreenSky's or GS Group's control.
Actual results and the timing of events could differ materially from those
anticipated in such forward-looking statements as a result of these risks and
uncertainties, which include, without limitation, risks and uncertainties
associated with GreenSky's and GS Group's ability to complete the proposed
acquisition on the proposed terms or on the anticipated timeline, or at all,
including: risks and uncertainties related to securing the necessary regulatory
and shareholder approvals and satisfaction of other closing conditions to
consummate the proposed acquisition; the occurrence of any event, change or
other circumstance that could give rise to the termination of the Merger
Agreement relating to the proposed acquisition; risks related to diverting the
attention of GreenSky and/or GS Group management from ongoing business
operations; failure to realize the expected benefits of the proposed
acquisition; significant transaction costs and/or unknown or inestimable
liabilities; the risk of litigation in connection with the proposed acquisition,
including resulting expense or delay; the risk that GreenSky's business will not
be integrated successfully or that such integration may be more difficult,
time-consuming or costly than expected; risks related to future opportunities
and plans for GreenSky's business, including the uncertainty of financial
performance and results of GS Group following completion of the proposed
acquisition; disruption from the proposed acquisition, making it more difficult
to conduct business as usual or for GreenSky to maintain relationships with bank
partners, other funding sources or purchasers of receivables related to, or
economic participations in, loans originated by GreenSky's bank partners,
merchants, sponsors of merchants, consumers, suppliers, distributors, partners,
employees, regulators or other third parties; effects relating to the
announcement of the proposed acquisition or any further announcements or the
consummation of the proposed acquisition on the market price of GreenSky common
stock or GS Group common stock; the possibility that, if GS Group does not
achieve the perceived benefits of the proposed acquisition as rapidly or to the
extent anticipated by financial analysts or investors or at all, the market
price of GS Group common stock could decline; regulatory initiatives and changes
in tax laws; market volatility and changes in economic conditions; and other
risks and uncertainties affecting GreenSky and GS Group, including those
described from time to time under the caption "Risk Factors" and elsewhere in
GreenSky's and GS Group'sSEC filings and reports, including GreenSky's Annual
Report on Form 10-K for the fiscal year ended December 31, 2020 and Quarterly
Reports on Form 10-Q for the fiscal quarters ended March 31, 2021, June 30, 2021
and September 30, 2021, GS Group's Annual Report on Form 10-K for the fiscal
year ended December 31, 2020 and Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 2021, June 30, 2021 and September 30, 2021, and future
filings and reports by either company.  In addition, the trajectory and future
impact of the COVID-19 pandemic remains highly uncertain and can change rapidly,
and the extent of the pandemic's continuing and ultimate impact on GS Group,
GreenSky, GreenSky's bank partners and merchants, borrowers under the GreenSky®
consumer financing program, loan demand (in particular, for elective healthcare
procedures), legal and regulatory matters, consumers' ability or willingness to
pay, information security and consumer privacy, the capital markets, the economy
in general and changes in the U.S. economy that could materially impact consumer
spending behavior, unemployment and demand for products of GS Group and GreenSky
are highly uncertain and cannot be predicted with confidence at this time.
Moreover, other risks and uncertainties of which GreenSky or GS Group are not
currently aware may also affect each company's forward-looking statements and
may cause actual results and the timing of events to differ materially from
those anticipated.  Readers of this communication are cautioned that
forward-looking statements are not guarantees of future performance.  The
forward-looking statements made in this communication are made only as of the
date hereof or as of the dates indicated in the forward-looking statements and
reflect the views stated therein with respect to future events as at such dates,
even if they are subsequently made available by GreenSky or GS Group on their
respective websites or otherwise. Except as otherwise required by law, neither
GreenSky nor GS Group undertakes any obligation, and each expressly disclaims
any obligation, to update or supplement any forward-looking statements to
reflect actual results, new information, future events, changes in its
expectations or other circumstances that exist after the date as of which the
forward-looking statements were made.

--------------------------------------------------------------------------------

Participants in the Solicitation


GreenSky, GS Group and their respective directors and certain of their executive
officers and other employees may be deemed to be participants in the
solicitation of proxies from GreenSky's stockholders in connection with the
proposed acquisition.  Information about GreenSky's directors and executive
officers is set forth in GreenSky's Annual Report on Form 10-K for the year
ended December 31, 2020, which was filed with the SEC on March 10, 2021, and in
its proxy statement on Schedule 14A for the 2021 Annual Meeting of Stockholders,
which was filed with the SEC on April 28, 2021 and subsequent statements of
beneficial ownership on file with the SEC.  Information about GS Group's
directors and executive officers is set forth in GS Group's Annual Report on
Form 10-K for the year ended December 31, 2020, which was filed with the SEC on
February 22, 2021, and in its proxy statement on Schedule 14A for the 2021
Annual Meeting of Stockholders, which was filed with the SEC on March 19, 2021
and subsequent statements of beneficial ownership on file with the SEC.
Additional information regarding the persons who may, under the rules of the
SEC, be deemed participants in the solicitation of GreenSky's stockholders in
connection with the proposed acquisition, including a description of their
direct or indirect interests, by security holdings or otherwise, are set forth
in the registration statement on Form S-4 and proxy statement/prospectus filed
with the SEC and other relevant materials to be filed with the SEC when they
become available.

Additional Information and Where to Find It


In connection with the proposed acquisition, GS Group filed with the SEC a
registration statement on Form S-4  for the GS Group common stock that will be
issued in the proposed acquisition, which was declared effective by the SEC on
November 9, 2021.  GS Group has filed with the SEC its prospectus and GreenSky
has filed with the SEC its definitive proxy statement in connection with the
proposed acquisition, and the definitive proxy statement has been mailed to the
stockholders of GreenSky for a Special Meeting of GreenSky's stockholders to
approve the proposed acquisition.  Each of GreenSky and GS Group may also file
other relevant documents with the SEC regarding the proposed acquisition.  This
communication is not a substitute for the registration statement, the
prospectus, the definitive proxy statement or any other document that GreenSky
or GS Group may file with the SEC with respect to the proposed acquisition.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE
PROSPECTUS, THE DEFINITIVE PROXY STATEMENT, ANY AMENDMENTS OR SUPPLEMENTS TO
THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY
CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT GREENSKY, GS GROUP AND THE
PROPOSED ACQUISITION.

Investors and security holders will be able to obtain copies of these materials
(if and when they are available) and other documents containing important
information about GreenSky, GS Group and the proposed acquisition, once such
documents are filed with the SEC free of charge through the website maintained
by the SEC at www.sec.gov. Copies of documents filed with the SEC by GreenSky
will be made available free of charge on GreenSky's investor relations website
at investors.greensky.com. Copies of documents filed with the SEC by GS Group
will be made available free of charge on GS Group's investor relations website
at goldmansachs.com/investor-relations/.

No Offer or Solicitation


This communication is not intended to and shall not constitute an offer to buy
or sell or the solicitation of an offer to buy or sell any securities, or a
solicitation of any vote or approval, nor shall there be any offer, solicitation
or sale of securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.  No offer of securities shall be made
in the United States absent registration under the U.S. Securities Act of 1933,
as amended, or pursuant to an exemption from, or in a transaction not subject
to, such registration requirements.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses

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