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): February 25, 2020

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, 15th 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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock, $0.01 par value
MGI
The NASDAQ Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 1.01
Entry into a Material Definitive Agreement.  
On February 25, 2020, MoneyGram International, Inc. (the “Company”) entered into an Amendment to Amendment to and Extension of DPA Agreement (the "Amendment") with the U.S. Department of Justice, Criminal Division, Money Laundering and Asset Recovery Section and the U.S. Attorney’s Office for the Middle District of Pennsylvania (collectively, the “Government”) to amend Paragraph 11 of the Amendment to and Extension of Deferred Prosecution Agreement (the “Amended DPA”) previously entered into on November 8, 2018. Under the Amendment, the Company’s deadline to make the final $55 million payment to the Government pursuant to the Amended DPA has been extended to November 8, 2020.  The Company has requested that the Government reduce the amount and further extend the final deadline for the Company’s final payment under the Amended DPA to May 8, 2021. The Government has agreed to extend the $55 million payment to November 8, 2020 to provide additional time to consider the basis for extending the payment due date to May 8, 2021 and potentially reducing the final payment amount.  MoneyGram cannot predict whether the Government will make any additional changes to the terms of the Amended DPA and the Company ultimately may be required to pay $55 million to the Government on November 8, 2020.
As previously disclosed, the Amended DPA amended and extended the original Deferred Prosecution Agreement (“DPA”) dated November 9, 2012 by and between the Company and the Government.  A Stipulated Order for Compensatory Relief and Modified Order for Permanent Injunction (the “Consent Order”) with the Federal Trade Commission (“FTC”) was also entered by the Company with the Amended DPA. The DPA, Amended DPA and Consent Order are collectively referred to herein as the “Agreements.”
No other terms of the Agreements were amended as part of the February 25, 2020 Amendment.

Item 9.01    Financial Statements and Exhibits.
(d) Exhibits.







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/ Robert L.Villaseñor
Name:
 
Robert L.Villaseñor
Title:
 
General Counsel and Corporate Secretary
Date:    February 25, 2020





IN THE UNITED STATES DISTRICT COURT FOR THE MIDDLE DISTRICT OF PENNSYLVANIA
 UNITED STATES OF AMERICA
:
 
Plaintiff
:
 
 
:
 Crim. No. 12-CR-00291
v.
:
 
 
:
 (J. Conner)
 
:
 
 MONEYGRAM INTERNATIONAL, INC.,
:
 
Defendant
:
 

AMENDMENT TO AMENDMENT TO AND EXTENSION
OF DEFERRED PROSECUTION AGREEMENT
MoneyGram International, Inc., (the "Company") and the United States Department of Justice, Criminal Division, Money Laundering and Asset Recovery Section and the United States Attorney's Office for the Middle District of Pennsylvania ( collectively the "Department'') hereby agree that the eleventh paragraph of the Amendment to and Extension of Deferred Prosecution Agreement is amended to read as follows:
11. The Company shall pay the sum of $70 million plus any associated transfer fees within ten (10) business days after the date this Court grants the accompanying Order Tolling the Speedy Trial Act Pursuant to the Joint Motion to Amend and Extend the Deferred Prosecution Agreement, pursuant to payment instructions as directed the Department in its discretion. Company shall pay the remaining sum of $55 million plus any associated transfer fees within twenty-four (24) months of the date this Amendment is executed, no later than November 8, 2020, pursuant to payment instructions as directed by the Department in its sole discretion.
All other terms of the Deferred Prosecution Agreement and Amendment to and Extension of Deferred Prosecution Agreement remain in full force and effect through the end of the Extended Term.

AGREED:
 
 
FOR MONEYGRAM INTERNATIONAL, INC.,
 
 
 
 
 
Date: 2/24/2020
 
/s/  W. Alexander Holmes
 
 
W. Alexander Holmes
 
 
Chief Executive Officer
MoneyGram International, Inc.
 
 
 
Date: 2/24/2020
 
s/ Ephraim Wernick
 
 
Ephraim Wernick
 
 
Vinson & Elkins, LLP

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FOR THE DEPARTMENT OF JUSTICE:
 
 
 
 
 
DAVID J. FREED
 
DEBORAH L. CONNOR
United States Attorney
 
Chief, Money Laundering and Asset Recovery Section
Middle District of Pennsylvania
 
United States Department of Justice
 
 
 
 
 
 
/s/ Kim Douglas Daniel
 
/s/ Margaret A. Moeser
KIM DOUGLAS DANIEL
 
MARGARET A. MOESER
Assistant U.S. Attorney
 
Senior Trial Attorney

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IN THE UNITED STATES DISTRICT COURT FOR THE MIDDLE DISTRICT OF PENNSYLVANIA
 UNITED STATES OF AMERICA
:
 
Plaintiff
:
 
 
:
 Crim. No. 12-CR-00291
v.
:
 
 
:
 (J. Conner)
 
:
 
 MONEYGRAM INTERNATIONAL, INC.,
:
 
Defendant
:
 
JOINT NOTICE OF AMENDMENT TO AMENDMENT TO AND EXTENSION OF DEFERRED PROSECUTION AGREEMENT
The United States of America, by and through its attorneys of record, the United States Department of Justice, Criminal Division, Money Laundering and Asset Recovery Section and the United States Attorney’s Office for the Middle District of Pennsylvania, and Defendant MoneyGram International, Inc., ("MoneyGram"), by and through its attorneys of record (collectively, "the Parties"), hereby provide notice to the Court of the following amendment to the Amendment to and Extension of Deferred Prosecution Agreement:
1. On November 9, 2012, the United States filed a Deferred Prosecution Agreement (the "DPA") that deferred prosecution of MoneyGram for five years on a two-count Criminal Information charging aiding and abetting wire fraud, 18 U.S.C. §§ 1343 and 2, and violation of the Bank Secrecy Act, 31 U.S.C. §§ 5318(h) and 5322. ECF No. 3. As part of the DPA, MoneyGram, among other things, waived its right to an indictment and all rights to a speedy trial, and admitted, accepted, and acknowledged that it was responsible for the acts charged in the two-count Information and Statement of Facts filed with the DPA.
2. On November 28, 2012, the Court held an initial appearance in the matter. At that proceeding, the Court accepted the deferral of prosecution during the term of the DPA. ECF No. 11.
3. On November 8, 2018, the Parties filed the Amendment to and Extension of Deferred Prosecution Agreement (the "Amendment"), which extended the term of the DPA continuing to defer prosecution of MoneyGram for aiding and abetting wire fraud and violation of the Bank Secrecy Act through May 10, 2021, and amended certain terms of the DPA. ECF No. 34, No. 34-1.
4. As part of the Amendment, MoneyGram admitted that weaknesses in its anti-money laundering and anti-fraud programs caused a substantial rise in consumer fraud transactions. ECF No. 34 ¶ 5. MoneyGram admitted that it processed at least $125 million in additional consumer fraud transactions between April 2015 and October 2016 as a result of these failures. Id. MoneyGram further agreed to forfeit $125 million, with $70 million due within ten days after the Court issued the order excluding time under the Speedy Trial Act and $55 million due within eighteen months of the execution of the Amendment. ECF No. 34-1 ¶ 11.
5. On November 9, 2018, the Court granted the Parties’ joint motion to exclude time through May 10, 2021 pursuant to the Speedy Trial Act. ECF No. 35.
6. In November 2018, MoneyGram forfeited $70 million pursuant to the Amendment.

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7. MoneyGram has informed the United States that its circumstances have changed since entering into the Amendment and if it is required to make the final $55 million payment without a further extension or reduction or without sufficient increases in cash flows or obtaining additional working capital, there could be a material adverse effect on the Company’s business and financial conditions, among other things.
8. To allow the United States an opportunity to assess MoneyGram’s representations regarding the changed circumstances, the United States has agreed to amend the Amendment to extend the deadline for MoneyGram to make its payment of $55 million by six (6) months. The United States has made no determination regarding whether a further extension or reduction is warranted. The term of the DPA remains the same and all other terms remain in full force and effect.
9. WHEREFORE, based on all of the above, the Parties provide notice that they have agreed and stipulated to amend Paragraph 11 of the Amendment to and Extension of the Deferred Prosecution Agreement as follows: MoneyGram shall pay the remaining sum of $55 million plus any associated transfer fees no later than November 8, 2020.
 
 
Respectfully submitted,
 
 
 
DAVID J. FREED
 
DEBORAH L. CONNOR
United States Attorney
 
Chief, Money Laundering and Asset Recovery Section
Middle District of Pennsylvania
 
United States Department of Justice
 
 
 
 
 
 
/s/ Kim Douglas Daniel
 
/s/ Margaret A. Moeser
KIM DOUGLAS DANIEL
 
MARGARET A. MOESER
Assistant U.S. Attorney
 
Senior Trial Attorney

Attorneys for UNITED STATES OF AMERICA
s/ Ephraim Wernick
Ephraim Wernick
VINSON & ELKINS, LLP
2200 Pennsylvania Avenue NW
Suite 500 West
Washington DC 20037
 
Attorneys for Defendant
MONEYGRAM INTERNATIONAL INC.
 



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