UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): October 25, 2013

THE WESTERN UNION COMPANY
(Exact name of registrant as specified in its charter)

Delaware
 
001-32903
 
20-4531180
(State or other jurisdiction
of incorporation)
 
(Commission File
Number)
 
(I.R.S. Employer
Identification No.)

12500 East Belford Avenue
Englewood, Colorado
80112
(Address of principal executive offices)
(Zip Code)

(866) 405-5012
(Registrant’s telephone number, including area code)
N/A
(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 ( see General Instruction A.2. below):

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 1.01. Entry into a Material Definitive Agreement.

As previously disclosed, on February 11, 2010, Western Union Financial Services, Inc. (“WUFSI”), a subsidiary of The Western Union Company (the “Company”), entered into a Settlement Agreement (the “Settlement Agreement”) with the State of Arizona (the “State”). On June 14, 2013, WUFSI and the State filed a Joint Application for Order Tolling Time and Extending Benefits and Obligations of Settlement Agreement (the "First Motion") in the Superior Court of the State of Arizona In and For the County of Maricopa (the “Superior Court”). The First Motion requested, among other things, that the Superior Court issue an order to extend the timeframe during which the recommendations of the monitor appointed pursuant to the Settlement Agreement must be implemented for an additional 90 days beyond the original required implementation date of July 31, 2013. The Superior Court issued the requested order on June 14, 2013. WUFSI and the State filed a second Joint Application for Order Tolling Time and Extending Benefits and Obligations of Settlement Agreement (the “Second Motion”) on October 25, 2013, and the Superior Court issued the requested order on October 28, 2013. The Second Motion requested, among other things, extension of the timeframe during which the recommendations of the monitor must be implemented until December 20, 2013.

The purpose of the extension until December 20, 2013 is to allow the parties to continue discussions regarding potential amendments to the Settlement Agreement. The parties agreed to and requested additional time to conclude discussions regarding the potential amendments due to unforeseen and other circumstances, including the passing of the State’s primary attorney on the matter. The amendments under discussion may, among other things, further extend the term of the Settlement Agreement to provide WUFSI additional time to implement the monitor’s recommendations. Any such modifications to the Settlement Agreement would require the approval of the State and are expected to have adverse effects on the Company’s business, including additional costs. Additionally, if WUFSI is not able to negotiate a further extension or amendment of the Settlement Agreement or other arrangement and the State determines that WUFSI has committed a willful and material breach of the Settlement Agreement, the State has indicated that it will pursue remedies under the Settlement Agreement, which could include initiating civil or criminal actions. The pursuit by the State of such remedies could have a material adverse effect on the Company’s business, financial condition or results of operations.

The foregoing summary of the order issued by the Superior Court on October 28, 2013 does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the order, which is filed as Exhibit 10.1 to this current report on Form 8-K and is incorporated by reference into this Item 1.01.


Item 9.01. Financial Statements and Exhibits.

Exhibit Number
 
Description of Exhibit
 
 
 
 
 
 
10.1
 
Order Tolling Time Frames and Extending Benefits and Obligations of Settlement Agreement issued October 28, 2013 by The Honorable Warren Granville, Maricopa County Superior Court Judge








SIGNATURE

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.

 
 
 
 
THE WESTERN UNION COMPANY
 
 
 
 
 
Dated: October 29, 2013
 
 
 
By:
/s/ Darren A. Dragovich        
 
 
 
 
 
 
Name:
Darren A. Dragovich
 
 
 
 
 
 
Title:
Assistant Secretary





EXHIBIT INDEX


Exhibit Number
 
Description of Exhibit
 
 
 
 
 
 
10.1
 
Order Tolling Time Frames and Extending Benefits and Obligations of Settlement Agreement issued October 28, 2013 by The Honorable Warren Granville, Maricopa County Superior Court Judge



Exhibit 10.1


Larry Hammond, 004049
Anne M. Chapman, 025965
Kathleen Brody, 026331
OSBORN MALEDON, P.A.
2929 North Central Avenue, 21st Floor
Phoenix, Arizona 85012-2793
(602) 640-9000
lhammond@omlaw.com
achapman@omlaw.com
kbrody@omlaw.com

Attorneys for Western Union Financial Services, Inc.
IN THE SUPERIOR COURT OF THE STATE OF ARIZONA
IN AND FOR THE COUNTY OF MARICOPA
State of Arizona, ex rel.
Attorney General Thomas C. Horne,

   Plaintiff,
 
vs.

Western Union Financial Services, Inc.

   Defendant.
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No. CV2010-005807

ORDER TOLLING TIME FRAMES AND EXTENDING BENEFITS AND OBLIGATIONS OF SETTLEMENT AGREEMENT

The State of Arizona ex rel. THOMAS C. HORNE, Attorney General (“State”), and WESTERN UNION FINANCIAL SERVICES, INC. (“Western Union”), having applied for an order tolling the time frames and extending all benefits and obligations provided for in the Settlement Agreement to and including December 20, 2013, and whereas:




1) The State and Western Union have agreed to discuss a potential amendment of the Settlement Agreement (“Agreement”). 1  
2) On June 14, 2013, the Court entered an order tolling the time for the Monitor to issue the Periodic Review and to make the Final Report, extending the time for the Monitor Engagement, and extending the benefits and obligations of the parties and the Monitor for a period of ninety days through October 31, 2013.
3) This ninety-day tolling and extension of time was to allow the parties to continue to discuss potential amendment of the Settlement Agreement.
4) For reasons including the untimely passing of Assistant Attorney General Cameron Holmes, who was the primary lawyer on this matter for the State of Arizona, the parties need additional time to conclude discussions regarding the potential amendments.
5) The State and Western Union have agreed to toll the time for the Monitor to issue the Periodic Review and to make the Final Report, to extend the time for the Monitor Engagement, and to extend the benefits and obligations of the parties and the Monitor to and including December 20, 2013.
6) The parties’ agreement for this further tolling and extension of time is to allow the parties to conclude discussions regarding the potential amendments.
7) This Court has authority to enter this Order under Ariz. Const. art. VI, § 24, the Rules of Civil Procedure, and A.R.S. § 12‑123.

__________________________________  
1 Capitalized terms used in this Order have the meaning defined in the Agreement.






GOOD CAUSE APPEARING, IT IS ORDERED:
a) Tolling Time for Monitor Engagement and Monitor Reports : Notwithstanding any provision in either the Settlement Agreement or the Monitor Engagement Letter to the contrary, all time frames described therein, including, but not limited to, Paragraph 22 of the Agreement and Paragraphs 2 and 10.3 of the Monitor Engagement Letter, are tolled for a period to and including December 20, 2013.
b) Extending Benefits and Obligations of the Parties and Monitor under the Settlement Agreement, Monitor Engagement Letter, and Court Orders of February 24, 2010, and February 3, 2011: All benefits and obligations of the parties and the court-appointed Monitor provided for in the Settlement Agreement, the Monitor Engagement Letter, and Court orders of February 24, 2010, and February 3, 2011, shall be extended for a period to and including December 20, 2013.
c) Western Union shall transfer to the Clerk of the Court’s separate interest bearing account any and all sums necessary to cover the Monitor’s expenses during this additional tolling and extension period. The transfer(s) shall be made promptly upon request by the Monitor to Western Union.
d) Potential Amendment: In the event that Western Union and the State have not executed an amendment to the Settlement Agreement on or before December 20, 2013, or that one or both parties notify the Court in writing that they will not enter into such an amendment, the Monitor shall issue both a Periodic Review and a Final






Report as a single document within 60 days after the written notification to the Court or within 60 days after December 20, 2013, whichever is sooner. Any funds in the Clerk of Court’s account for the court-appointed Monitor remaining after the Monitor issues his Final Report shall be returned to Western Union.
DATED this 28th day of October, 2013.

/s/ Hon. Warren Granville                
THE HONORABLE WARREN GRANVILLE
MARICOPA COUNTY SUPERIOR COURT JUDGE






ORIGINAL lodged this 25th day of
October, 2013, with:

HON. WARREN GRANVILLE
Judge of the Superior Court
175 W. Madison St., 13103
Phoenix, AZ. 85003-2243

COPY of the foregoing mailed this
25th day of October, 2013, to:

D. Matthew Conti
Office of the Attorney General
1275 W. Washington
Phoenix, Arizona 85007

Monitor Theodore Greenberg
Greenberg Consulting Arizona LLC
4852 Hutchins Place
Washington, D.C. 20007

/s/ Patricia D. Palmer