UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 4, 2011
MoneyGram International, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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1-31950
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16-1690064
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(State or other
jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification Number)
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2828 N. Harwood Street, 15
th
Floor
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Dallas, Texas 75201
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75201
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(Address of principal
executive offices)
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(Zip code)
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Registrant’s telephone number, including area code: (
214) 999-7552
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01
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Entry into a Material Definitive Agreement.
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As previously disclosed, MoneyGram International, Inc., a Delaware corporation (the
“Company”), certain affiliates and co-investors of Thomas H. Lee Partners, L.P. (collectively, the
“THL Investors”), as the holders of all of the Company’s Series B Participating Convertible
Preferred Stock (the “Series B Preferred Stock”), and affiliates of Goldman, Sachs & Co.
(collectively, the “GS Investors”), as the holders of all of the Company’s Series B-1 Participating
Convertible Preferred Stock, are parties to the Recapitalization Agreement, dated as of March 7,
2011 (the “Recapitalization Agreement), providing for the recapitalization of the Company (the
“Recapitalization”).
On May 4, 2011, the Company, the THL Investors and the GS Investors entered into an amendment
to the Recapitalization Agreement (the “Amendment”). The Amendment amends the Recapitalization
Agreement to (i) modify the stockholder vote required for approval of the Recapitalization to
require the affirmative vote of a majority of the outstanding shares of Common Stock (not including
the Series B Preferred Stock or any other stock of the Company held by any THL Investor or GS
Investor or any executive officer or director of the Company) rather than the majority of such
shares present in person or by proxy at the special meeting of the Company’s stockholders called
for the purpose of approving the Recapitalization and (ii) provide that the closing condition with
respect to the receipt of the requisite stockholder approvals may not be waived or amended by the
Company or any THL Investor or GS Investor.
The Recapitalization remains subject to the satisfaction or waiver of the closing conditions
as set forth in the Recapitalization Agreement, as amended by the Amendment.
The foregoing description of the Amendment is not complete and is subject to and qualified in
its entirety by reference to the Amendment, a copy of which is filed as Exhibit 2.1 hereto and
incorporated herein by reference.
About MoneyGram International, Inc.
MoneyGram International, Inc. is a leading global payment services company. The Company’s major
products and services include global money transfers, money orders and payment processing solutions
for financial institutions and retail customers. The Company is a New York Stock Exchange listed
company with 233,000 global money transfer agent locations in 191 countries and territories. For
more information, visit the Company’s website at www.moneygram.com.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
The following exhibits are filed herewith:
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Exhibit No.
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Description of Exhibit
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2.1
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Amendment No. 1 to Recapitalization Agreement, dated as of May
4, 2011, among the Company, certain affiliates and
co-investors of Thomas H. Lee Partners, L.P. and Goldman,
Sachs & Co. and certain of its affiliates.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
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MONEYGRAM INTERNATIONAL, INC.
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By:
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/s/ James E. Shields
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Name:
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James E. Shields
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Date: May 6, 2011
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Title:
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Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No.
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Description of Exhibit
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2.1
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Amendment No. 1 to Recapitalization Agreement, dated as of May
4, 2011, among the Company, certain affiliates and
co-investors of Thomas H. Lee Partners, L.P. and Goldman,
Sachs & Co. and certain of its affiliates.
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Exhibit 2.1
AMENDMENT
NO. 1
TO
RECAPITALIZATION AGREEMENT
This Amendment No. 1 to Recapitalization Agreement (this
“
Amendment
”), dated as of May 4, 2011, by
and among MoneyGram International, Inc., a Delaware corporation
(the “
Company
”), the investors listed under the
heading “THL Investors” on the signature pages hereto
(the “
THL Investors
”) and the investors listed
under the heading “GS Investors” on the signature
pages hereto (the “
GS Investors
” and, together
with the THL Investors, the “
Investors
”). The
Company and the Investors are sometimes referred to herein
collectively as the “
Parties
.”
WITNESSETH:
WHEREAS, on March 7, 2011 the Parties entered into a
Recapitalization Agreement (the “
Original
Agreement
”); and
WHEREAS, the Parties desire to amend the Original Agreement as
set forth herein.
NOW, THEREFORE, in consideration of the foregoing premises and
the mutual covenants and agreements contained herein and for
other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, intending to be legally bound,
the Parties agree as follows:
1.
Definitions.
Capitalized terms used
but not defined herein shall have the meanings ascribed to such
terms in the Original Agreement.
2.
Amendments.
(a) Section 4.1(e)(ii) of the Original Agreement is
hereby amended in its entirety to read as follows:
“(ii) the Recapitalization shall have been approved by
the affirmative vote of a majority of the outstanding shares of
Common Stock (not including the Series B Stock or any other
stock of the Company held by any Investor or any executive
officer or director of the Company) (such approvals,
collectively, the “
Stockholder Approval
”).”
(b) The first sentence of Section 4.1 of the Original
Agreement is hereby amended in its entirety to read as follows:
“The respective obligations of each of the Investors to
consummate the Recapitalization are subject to the satisfaction
(or waiver by Investors holding, in the aggregate, at least 97%
of the shares of Series B Preferred Stock (provided,
however, that with respect to the conditions in the first
sentence of Section 4.1(c) and Section 4.1(f), such
percentage shall be 100% of the shares of Series B
Preferred Stock) and 100% of the Series B-1 Preferred
Stock) of the following conditions at or prior to the Closing;
provided, however, that notwithstanding anything in this
Agreement to the contrary, the condition set forth in
Section 4.1(e) may not be waived by the Investors acting
individually or as a group:”
(c) The following proviso is hereby added to the end of the
first sentence of Section 4.2 of the Original Agreement:
“; provided, however, that notwithstanding anything in this
Agreement to the contrary, the condition set forth in
Section 4.2(e) may not be waived by the Company.”
(d) The following proviso is hereby added to the end of
Section 6.4:
“; provided, however, that this Agreement may not be
amended by either the Company or the Investors in such a manner
as to permit the waiver of the conditions set forth in
Sections 4.1(e) and 4.2(e).”
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3.
No Other Amendments.
Except as amended
hereby, the Original Agreement remains in full force and effect.
4.
Counterparts and Facsimile.
For the
convenience of the Parties, this Amendment may be executed in
any number of separate counterparts, each such counterpart being
deemed to be an original instrument, and all such counterparts
will together constitute the same agreement. Executed signature
pages to this Amendment may be delivered by facsimile and such
facsimiles will be deemed as sufficient as if actual signature
pages had been delivered.
5.
Governing Law; Jurisdiction
. This Amendment
and any other document or instrument delivered pursuant hereto,
and all claims or causes of action (whether in contract or tort)
that may be based upon, arise out of or relate to this Amendment
or the negotiation, execution, termination, performance or
nonperformance of this Amendment (including any claim or cause
of action based upon, arising out of or related to any
representation or warranty made in connection with this
Amendment or as an inducement to enter into this Amendment),
will be governed by and construed in accordance with the laws of
the State of Delaware applicable to contracts made and to be
performed entirely within such State, without regard to its
conflicts of law principles.
The Parties hereby irrevocably
and unconditionally consent to submit to the exclusive
jurisdiction of the Delaware Chancery Court for any actions,
suits or proceedings arising out of or relating to this
Amendment and the transactions contemplated hereby.
[Signature Page Follows]
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IN WITNESS WHEREOF, the Parties have executed this Amendment as
of the day and year first above written.
COMPANY:
MONEYGRAM INTERNATIONAL, INC.
Name: James E. Shields
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Title:
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Executive Vice President and Chief Financial Officer
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[signature page to Amendment No. 1 to the
Recapitalization Agreement]
THL INVESTORS:
THOMAS H. LEE EQUITY FUND VI, L.P.
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By:
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THL EQUITY ADVISORS VI, LLC,
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its general partner
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By:
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THOMAS H. LEE PARTNERS, L.P.,
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its sole member
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By:
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THOMAS H. LEE ADVISORS, LLC,
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its general partner
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By:
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/s/
Thomas
M. Hagerty
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THOMAS H. LEE PARALLEL FUND VI, L.P.
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By:
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THL EQUITY ADVISORS VI, LLC
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its general partner
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By:
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THOMAS H. LEE PARTNERS, L.P.,
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its sole member
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By:
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THOMAS H. LEE ADVISORS, LLC,
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its general partner
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By:
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/s/
Thomas
M. Hagerty
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THOMAS H. LEE PARALLEL (DT) FUND VI, L.P.
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By:
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THL EQUITY ADVISORS VI, LLC
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its general partner
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By:
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THOMAS H. LEE PARTNERS, L.P.,
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its sole member
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By:
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THOMAS H. LEE ADVISORS, LLC,
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its general partner
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By:
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/s/
Thomas
M. Hagerty
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[signature page to Amendment No. 1 to the
Recapitalization Agreement]
GREAT WEST INVESTORS L.P.
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By:
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THOMAS H. LEE ADVISORS, LLC
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its attorney-in-fact
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By:
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/s/
Thomas
M. Hagerty
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PUTNAM INVESTMENTS EMPLOYEES’
SECURITIES COMPANY III LLC
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By:
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PUTNAM INVESTMENTS HOLDINGS LLC
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its managing member
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By:
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PUTNAM INVESTMENTS, LLC
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its managing member
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By:
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THOMAS H. LEE ADVISORS, LLC
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its attorney-in-fact
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By:
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/s/
Thomas
M. Hagerty
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THL COINVESTMENT PARTNERS, L.P.
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By:
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THOMAS H. LEE PARTNERS, L.P.
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its general partner
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By:
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THOMAS H. LEE ADVISORS, LLC
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its general partner
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By:
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/s/
Thomas
M. Hagerty
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[signature page to Amendment No. 1 to the
Recapitalization Agreement]
THL OPERATING PARTNERS, L.P.
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By:
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THOMAS H. LEE PARTNERS, L.P.
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its general partner
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By:
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THOMAS H. LEE ADVISORS, LLC
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its general partner
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By:
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/s/
Thomas
M. Hagerty
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THL EQUITY FUND VI INVESTORS (MONEYGRAM), LLC
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By:
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THL EQUITY ADVISORS VI, LLC,
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its general partner
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By:
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THOMAS H. LEE PARTNERS, L.P.,
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its sole member
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By:
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THOMAS H. LEE ADVISORS, LLC,
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its general partner
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By:
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/s/
Thomas
M. Hagerty
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[signature page to Amendment No. 1 to the
Recapitalization Agreement]
SPCP GROUP, LLC
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By:
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Silver Point Capital, L.P.
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Its Investment Manager
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By:
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/s/
Frederick
H. Fogel
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Name: Frederick H. Fogel
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Title:
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Authorized Signatory
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[signature page to Amendment No. 1 to the
Recapitalization Agreement]
GS INVESTORS:
THE GOLDMAN SACHS GROUP, INC.
Name: John E. Bowman
GS CAPITAL PARTNERS VI FUND, L.P.
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By:
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GSCP VI Advisors, L.L.C.,
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its General Partner
Name: John E. Bowman
GS CAPITAL PARTNERS VI OFFSHORE
FUND, L.P.
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By:
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GSCP VI Offshore Advisors, L.L.C.,
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its General Partner
Name: John E. Bowman
GS CAPITAL PARTNERS VI GmbH & Co. KG
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By:
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GS Advisors VI, L.L.C., its Managing Limited Partner
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By:
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/s/
John
E. Bowman
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Name: John E. Bowman
GS CAPITAL PARTNERS VI PARALLEL, L.P.
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By:
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GS Advisors VI, L.L.C., its General Partner
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By:
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/s/
John
E. Bowman
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Name: John E. Bowman
[signature page to Amendment No. 1 to the
Recapitalization Agreement]
GSMP V ONSHORE US, LTD.
Name: John E. Bowman
GSMP V OFFSHORE US, LTD.
Name: John E. Bowman
GSMP V INSTITUTIONAL US, LTD.
Name: John E. Bowman
[signature page to Amendment No. 1 to the
Recapitalization Agreement]