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): November 14, 2011
MoneyGram International, Inc.
(Exact name of registrant as specified in its charter)
         
Delaware   1-31950   16-1690064
         
(State or other jurisdiction of
incorporation) 		  (Commission File Number)   (I.R.S. Employer
Identification Number)
     
2828 N. Harwood Street, 15 th Floor
Dallas, Texas 		  75201
     
(Address of principal
executive offices) 		  (Zip code)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
     On November 14, 2011, MoneyGram International, Inc. (the “Company”) filed an amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware to effect a reverse stock split of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at a reverse stock split ratio of 1-for-8 (the “Reverse Stock Split”) and to reduce the authorized shares of Common Stock from 1.3 billion to 162.5 million. The Amendment became effective upon filing (the “Effective Time”).
     The Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
     On November 14, 2011, the Company announced the commencement of a secondary public offering by affiliates and co-investors of Thomas H. Lee Partners L.P. and affiliates of Goldman, Sachs & Co. of an aggregate of 11,250,000 shares of Common Stock (determined after giving effect to the Reverse Stock Split). In connection with the offering, the Company expects to advise potential investors that management is estimating total revenue growth of between six and eight percent in the fourth quarter of 2011 as compared to the fourth quarter of 2010 and targeting seven to nine percent annual revenue growth for the period between 2012 to 2014. In addition, management is estimating adjusted EBITDA growth of eight to ten percent in the fourth quarter of 2011 as compared to the fourth quarter of 2010 and targeting between nine to eleven percent annual adjusted EBITDA growth between 2012 and 2014.
      Forward Looking Statements
      The statements included herein with respect to the Company’s estimated revenue growth and adjusted EBITDA growth in the fourth quarter of 2011 are based on management’s current expectations. The statements included herein with respect to the Company’s revenue growth and adjusted EBITDA growth between 2012 and 2014 reflect management’s targets for the future. These statements contain forward-looking statements (within the meaning of the Private Securities Litigation Reform Act of 1995), are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict and often beyond the Company’s control. Actual results may differ materially from those contemplated by these forward-looking statements due to, among other things, the risks and uncertainties described in “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 and in “Item 1A. Risk Factors” in the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2011, June 30, 2011 and September 30, 2011. These forward-looking statements speak only as of the date on which such statements are made. The Company undertakes no obligation to update publicly or revise any forward-looking statements for any reason, whether as a result of new information, future events or otherwise, except as required by federal securities law.

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Item 8.01 Other Events.
   (a) Reverse Stock Split .
          As a result of the Reverse Stock Split described in Item 5.03 above, every eight shares of Common Stock issued and outstanding were automatically converted, as of the Effective Time, into one share of Common Stock, subject to the treatment of fractional shares. As a result of the Reverse Stock Split, the number of issued and outstanding shares of Common Stock has been reduced from approximately 398.7 million to approximately 49.8 million. No fractional shares will be issued in connection with the Reverse Stock Split. Following the completion of the Reverse Stock Split, MoneyGram’s exchange agent will aggregate all fractional shares that otherwise would have been issued as a result of the Reverse Stock Split and those shares will be sold into the market. Stockholders who would otherwise hold a fractional share of Common Stock will receive a cash payment from the proceeds of that sale in lieu of such fractional share. Stockholders will receive instructions from the exchange agent as to how to exchange existing share certificates for book entry shares representing the post-reverse split shares.
          A copy of the press release issued by the Company on November 14, 2011 with respect to the Reverse Stock Split is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
     (b) Amendment to Registration Statements .
          The Company currently has on file with the Securities and Exchange Commission (i) a Registration Statement on Form S-3 (No. 333-171151) that relates to the resale of shares of Common Stock that may be offered for sale from time to time by the selling stockholders named in the prospectus included as part of such registration statement, and (ii) four Registration Statements on Form S-8 that register shares of Common Stock to be issued to the Company’s officers and employees under its long-term incentive plans, all as listed below:
          (1) Registration Statement on Form S-8 (No. 333-176567).
          (2) Registration Statement on Form S-8 (No. 333-159709).
          (3) Registration Statement on Form S-8 (No. 333-125122).
          (4) Registration Statement on Form S-8 (No. 333-116976).
     This Current Report on Form 8-K is automatically incorporated by reference into each of the registration statements listed above, thereby amending each of them. Pursuant to Rule 416(b) under the Securities Act of 1933, as amended, the amount of undistributed shares of Common Stock deemed to be covered by each of such registration statements is proportionately reduced to give effect to the Reverse Stock Split at the Reverse Stock Split ratio of 1-for-8.
Item 9.01 Financial Statements and Exhibits.
    (d) Exhibits .
         
Exhibit No.   Description of Exhibit
3.1     
Certificate of Amendment of the Company’s Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on November 14, 2011.
       
 
99.1     
Press release, dated November 14, 2011.

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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.
         
  MONEYGRAM INTERNATIONAL, INC.
  		 
  By:   /s/ James E. Shields    
    Name:   James E. Shields   
    Title:   Executive Vice President and Chief Financial Officer   
 
Date: November 14, 2011

 

 

EXHIBIT INDEX
         
Exhibit No.   Description of Exhibit
3.1     
Certificate of Amendment of the Company’s Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on November 14, 2011.
       
 
99.1     
Press release, dated November 14, 2011.

 

Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
MONEYGRAM INTERNATIONAL, INC.
     MONEYGRAM INTERNATIONAL, INC., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:
     FIRST: Clause (A) of Article IV of the Amended and Restated Certificate of Incorporation of the Company is hereby amended and restated in its entirety, as follows:
     (A)  Authorized Stock . The total number of shares of stock that the Corporation shall have authority to issue is one hundred sixty nine million five hundred thousand (169,500,000), consisting of one hundred sixty two million five hundred thousand (162,500,000) shares of Common Stock, par value $0.01 per share (hereinafter referred to as “ Common Stock ”), and (ii) seven million (7,000,000) shares of Preferred Stock, par value $0.01 per share (hereinafter referred to as “ Preferred Stock ”).
     Each eight (8) shares of the Common Stock issued and outstanding on the effective date of this Certificate of Amendment shall automatically be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock, without any action by the holder thereof, subject to the treatment of fractional interests as described below (the “Reverse Stock Split”). No certificates representing fractional shares of Common Stock shall be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional share interests of Common Stock in connection with the Reverse Stock Split shall, with respect to such fractional interest, be entitled to receive cash, without interest, in lieu of fractional shares of Common Stock, in an amount equal to the proceeds attributable to the sale of such fractional interest following the aggregation and sale by the Company’s transfer agent of all fractional shares otherwise issuable. Each certificate that prior to such combination represented shares of Common Stock (“Old Certificates”) shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the elimination of fractional share interests as described above.
     SECOND: This Certificate of Amendment was adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
     IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be duly executed this 14 th day of November, 2011.
         
  MONEYGRAM INTERNATIONAL, INC.
  		 
  By:   /s/ James E. Shields    
    Name:   James E. Shields   
    Executive Vice President and Chief Financial Officer   
 

Exhibit 99.1
(MONEY GRAM INTERNATIONAL LOGO)
MoneyGram International Announces Reverse Stock Split
DALLAS (Nov. 14, 2011) — Moneygram International, Inc. (NYSE:MGI) a leading global payment services company, today announced that it has filed a certificate of amendment to its Amended and Restated Certificate of Incorporation to effect a 1-for-8 reverse stock split and to proportionately decrease the number of authorized shares of common stock. At a special meeting of stockholders held on October 31, 2011, MoneyGram’s stockholders granted to the Board of Directors the authority to effect a reverse stock split, reduce the number of authorized shares, determine the exact reverse stock split ratio and proceed with the reverse stock split, in the Board’s discretion.
The reverse stock split is effective as of November 14, 2011, and the common stock will begin trading on a split-adjusted basis on the New York Stock Exchange at the opening of trading on November 15, 2011. Beginning on November 15, 2011, the common stock will trade for 20 trading days under the symbol “MGID” to indicate that the reverse stock split has occurred. Thereafter, MoneyGram’s trading symbol will revert to its original symbol, “MGI.” In addition, shares of MoneyGram common stock will trade under a new CUSIP number effective November 15, 2011.
At the effective time of the reverse stock split, every eight shares of MoneyGram’s issued and outstanding common stock were automatically converted into one issued and outstanding share of common stock without any change in the par value per share. As a result of the reverse stock split, the number of issued and outstanding shares of common stock has been reduced from approximately 398.7 million to approximately 49.8 million. In addition, the total number of authorized shares of common stock has been reduced from 1.3 billion to 162.5 million.
No fractional shares will be issued in connection with the reverse stock split. Following the completion of the reverse stock split, MoneyGram’s exchange agent, Wells Fargo Shareowner Services, will aggregate all fractional shares that otherwise would have been issued as a result of the reverse stock split and those shares will be sold into the market. Stockholders who would otherwise hold a fractional share of common stock will receive a cash payment from the proceeds of that sale in lieu of such fractional share. Stockholders will receive instructions from Wells Fargo Shareowner Services as to how to exchange existing share certificates for book entry shares representing the post-reverse split shares.
Also on the effective date, the conversion ratio for MoneyGram’s Series D Participating Convertible Preferred Stock (the “Series D Stock”) has been automatically adjusted pursuant to the terms of the Amended and Restated Series D Participating Convertible Preferred Stock Certificate of Designations (the “Series D Certificate of Designations”) from 1,000 to 125. As a result, the 173,189.5678 shares of Series D Stock outstanding will be convertible into 21,648,692 shares of common stock on the terms set forth in the Series D Certificate of Designations.
Additional information regarding the reverse stock split can be found in MoneyGram’s proxy statement filed with the Securities and Exchange Commission on September 30, 2011, a copy of which is available at www.sec.gov .

 

 

About MoneyGram International, Inc.
MoneyGram International, Inc. (NYSE: MGI) is a leading global payment services company. MoneyGram provides consumers an efficient and secure way to send and receive money globally, make urgent bill payments and purchase money orders. MoneyGram’s products and services are conveniently available through more than 256,000 agent locations in 192 countries and territories. Certain products and services are also available online. For more information, visit MoneyGram’s website at www .moneygram.com .
Forward Looking Statements
The statements contained in this press release regarding MoneyGram International, Inc. (the “Company”) that are not historical and factual information contained herein, particularly those statements pertaining to the Company’s expectations, guidance or future operating results, may contain forward-looking statements with respect to the financial condition, results of operations, plans, objectives, future performance and business of the Company and its subsidiaries. Statements preceded by, followed by or that include words such as “estimates,” “expects,” “projects,” “plans” and other similar expressions or future or conditional verbs such as “will,” “should,” “could,” and “would” are intended to identify some of the forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are included, along with this statement, for purposes of complying with the safe harbor provisions of that Act. These forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise publicly any forward-looking statement for any reason, whether as a result of new information, future events or otherwise, except as required by federal securities law. These forward-looking statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances due to a number of factors, including, but not limited to the risks and uncertainties described in Part I, Item 1A under the caption “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2010 and in Part II, Item 1A under the caption “Risk Factors” of our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2011, June 30, 2011 and September 30, 2011, as well as the following: (a) our substantial debt service obligations and our covenant requirements, which may impact our ability to obtain additional financing and to operate and grow our business and may make us more vulnerable to negative economic conditions; (b) our capital structure and the special voting rights provided to designees of Thomas H. Lee Partners, L.P. (“THL”) on the Company’s Board of Directors give certain investors, including THL, control of the Company; (c) disruption in the financial markets or at financial institutions, which may adversely affect our liquidity, our agents’ liquidity, our access to credit and capital, our agents’ access to credit and capital and our earnings on our investment portfolio; (d) negative economic conditions generally and in geographic areas or industries that are important to our business, which may cause a decline in our transaction volume, and our ability to timely and effectively reduce our operating costs or take other actions in response to a significant decline in transaction volume; (e) a material slow down or complete disruption of international migration patterns, which could adversely affect our money transfer volume and growth rate; (f) our ability to maintain retail agent or biller relationships or a reduction in transaction volume from these relationships; (g) our ability to operate our official check and money order business profitably as a result of our revised pricing strategies; (h) litigation initiated by stockholders or others, or government investigations of the Company or its agents, which could result in material settlements, fines, penalties or legal fees and could result in adverse publicity or regulatory sanctions; (i) our ability to maintain existing or establish new banking relationships, including the Company’s domestic and international clearing bank

 

 

relationships, which could adversely affect our business, results of operations and our financial condition; (j) fluctuations in interest rates, which may negatively affect the net investment margin of our official check and money order business; (k) our ability to attract and retain key employees; (l) our ability to maintain sufficient capital to pursue our growth strategy, fund key strategic initiatives and meet evolving regulatory requirements; (m) our ability to successfully and timely implement new or enhanced technology and infrastructure, delivery methods and product and service offerings and to invest in products or services and infrastructure; (n) our ability to adequately protect our brand and our other intellectual property rights and to avoid infringing on third-party intellectual property rights, which could harm our business; (o) competition from large competitors, niche competitors or new competitors that may enter the markets in which we operate; (p) failure by us or our agents to comply with the laws and regulatory requirements in the United States and abroad, including the recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and the regulations developed thereunder or changes in laws, regulations or other industry practices and standards, which could have an adverse effect on our results of operations, or change our relationships with our customers, investors and other stakeholders; (q) the Dodd-Frank Act, as well as regulations required thereby, and other laws or regulations that may be adopted in the future, which could adversely affect us; (r) increased regulation under the Dodd-Frank Act of financial services companies generally, including non-bank financial companies supervised by the Federal Reserve; (s) various provisions of the Consumer Financial Protection Act of 2010, which will result in a new regulator with new and expanded compliance requirements, which is likely to increase our costs; (t) our offering of money transfer services through agents in regions that are politically volatile or, in a limited number of cases, are subject to certain restrictions by the Office of Foreign Assets Control restrictions, which could result in contravention of U.S. law or regulations by us or our agents, subject us to fines and penalties and cause us reputational harm; (u) a significant security or privacy breach in our facilities, networks or databases, which could harm our business; (v) a breakdown, catastrophic event, security breach, improper operation or other event impacting our systems or processes or the systems or processes of our vendors, agents and financial institution customers, which could result in financial loss, loss of customers, regulatory sanctions and damage to our brand and reputation; (w) our ability to scale our technology to match our business and transactional growth; (x) our ability to manage credit risks from our retail agents and official check financial institution customers, which risks may increase during negative economic conditions, which could harm our business; (y) our ability to manage fraud risks from consumers or certain agents, which risks may increase during negative economic conditions, which could harm our business; (z) our ability to successfully manage risks associated with running Company-owned retail locations and acquiring businesses, which could harm our business; (aa) our business and results of operations may be adversely affected by political, economic or other instability in countries that are important to our business; (bb) as a deemed subsidiary of a bank holding company regulated under the Bank Holding Company Act of 1956, as amended, we are subject to supervision, regulation and regular examination by the Federal Reserve; (cc) compliance with the internal control provisions of Section 404 of the Sarbanes-Oxley Act of 2002, which could have a material adverse effect on our business; (dd) sales of a substantial number of shares of our common stock or common stock equivalents or the perception that significant sales could occur, which may depress the trading price of our common stock; (ee) if the Company issues a large amount of debt, it may be more difficult for the Company to obtain future financing and our cash flow may not be sufficient to make required payments or repay our indebtedness when it matures; (ff) our charter documents and Delaware law, which contain provisions that may have the effect of delaying, deterring or preventing a merger or change of control of the Company; (gg) our ability to continue to satisfy the NYSE criteria for listing on the exchange; (hh) changes in tax laws or an unfavorable outcome with respect to the audit of our tax returns or tax positions, or a failure by us to establish adequate reserves for tax events, which

 

 

could adversely affect our results of operations and financial condition; (ii) the Company may not realize the anticipated benefits of the Reverse Stock Split, it may decrease the liquidity of our common stock and it may increase the number of stockholders who own “odd lots;” and (jj) additional risk factors described in our other filings with the Securities and Exchange Commission from time to time.
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Contacts
Media:
Patty Sullivan
214-303-9923
media@moneygram.com
Investors:
Alex Holmes
214-999-7505
aholmes@moneygram.com