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): June 9, 2017
_______________________________
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:
¨
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))

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.

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, as amended (the “Settlement Agreement”) with the State of Arizona (the “State”). On June 9, 2017, the Superior Court of the State of Arizona In and For the County of Maricopa issued a Final Order Accepting Monitor's Final Report of the Secondary Recommendations Term and Concluding Matter (the “Final Order”), providing that the engagement of the monitor required under the Settlement Agreement terminated effective June 9, 2017.

The foregoing summary of the Final Order does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Final 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 7.01

Regulation FD Disclosure.

The Company and the State issued a joint press release on June 12, 2017, which is attached hereto as Exhibit 99.1. The information furnished under this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference to such filing.

Item 9.01

Financial Statements and Exhibits.


(d) Exhibits.

Exhibit Number
 
Description of Exhibit
 
 
10.1
 
Final Order Accepting Monitor's Final Report of the Secondary Recommendations Term and Concluding Matter Issued June 9, 2017 by the Honorable Warren Granville, Maricopa County Superior Court Judge.
99.1
 
Joint press release issued by the Company and the State on June 12, 2017.




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.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dated: June 12, 2017
 
 
 
THE WESTERN UNION COMPANY
 
 
 
 
 
 
 
 
 
 
 
By:
 
/s/    D ARREN   A. D RAGOVICH        
 
 
 
 
 
 
Name:
 
Darren A. Dragovich
 
 
 
 
 
 
Title:
 
Assistant Secretary






EXHIBIT INDEX
Exhibit Number
 
Description of Exhibit
 
 
10.1
 
Final Order Accepting Monitor's Final Report of the Secondary Recommendations Term and Concluding Matter Issued June 9, 2017 by the Honorable Warren Granville, Maricopa County Superior Court Judge.
99.1
 
Joint press release issued by the Company and the State on June 12, 2017.




Exhibit 10.1

Larry A. Hammond, 00409
Grace E. Rebling, 028661
OSBORN MALEDON, P.A.
2929 North Central Avenue, 21st Floor
Phoenix, Arizona 85012-2793
(602) 640-9000
lhammond@omlaw.com
grebling@omlaw.com
Attorneys for Plaintiff, 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 Mark Brnovich,

Plaintiff,
 
vs.

Western Union Financial Services, Inc.

Defendant.
No. CV 2010-005807

FINAL ORDER ACCEPTING MONITOR’S FINAL REPORT OF THE SECONDARY RECOMMENDATIONS TERM AND CONCLUDING MATTER

Assigned to the Honorable
Warren Granville

On February 24, 2010, the Court approved the Settlement Agreement between the State of Arizona (“State”) and Western Union Financial Services, Inc. (“Western Union”) and entered an order appointing a Monitor to evaluate Western Union’s compliance with the terms of the Settlement Agreement, to review the effectiveness of Western Union’s risk-based anti-money laundering (“AML”) compliance program in the Southwest Border Area, and to make recommendations to improve Western Union’s AML compliance program in the Southwest Border Area. By minute entry filed March 15, 2010, the Court assigned the above civil cause number to this matter.
On January 31, 2014, the Court approved the parties’ Amendment to the Settlement Agreement. The Settlement Agreement, as amended, required Western Union to implement Primary Recommendations on, or before, October 31, 2015, and Secondary Recommendations on, or before,




June 30, 2017. The Settlement Agreement, as amended, required the Monitor to evaluate, in final written reports, whether Western Union complied with its obligations to successfully implement the Primary and Secondary Recommendations and an AML compliance program for the Southwest Border Area that is consistent with the requirements of the Bank Secrecy Act, relevant implementing regulations, industry best practices, and applicable guidance from government regulators, as applied to money services businesses, and is reasonably designed to prevent, detect, and report money-laundering activity.
By order dated July 27, 2016, the Court accepted the Monitor’s Final Report of the Primary Recommendations Term, found that Western Union had satisfied its obligations under paragraphs 10A.1 and 10A.2 of the Settlement Agreement, as amended, to implement the Primary Recommendations and an AML compliance program for the Southwest Border Area, not including the Secondary Recommendations. As Western Union had satisfied its obligations with respect to the Primary Recommendations Term, the Court found that the State was forever barred from investigating, prosecuting, bringing criminal charges or civil claims against, or taking regulatory action against Western Union or Western Union Affiliates as provided in paragraph 13 of the Settlement Agreement. By the same order dated July 27, 2016, the Court terminated the Primary Recommendations Term.
The Court having now received the Monitor’s Final Report of the Secondary Recommendations Term (“Final Report”) in the above-captioned matter, and the parties indicating that neither the State nor Western plans to seek review of the Monitor’s conclusions in the Final Report,
THE COURT HEREBY ACCEPTS the Final Report’s conclusions that Western Union has successfully implemented all Secondary Recommendations and that Western Union has successfully implemented an AML compliance program in the Southwest Border Area that is consistent with the requirements of the Bank Secrecy Act, relevant implementing regulations, industry best practices, and applicable guidance from government regulators, as applied to money services businesses, and is reasonably designed to prevent, detect, and report money-laundering activity.
THE COURT HEREBY FINDS that Western Union has satisfied its obligation under paragraph 10B.2 of the Settlement Agreement, as amended by paragraph 6 of the Amendment, to implement the Secondary Recommendations on or before June 30, 2017.





THE COURT FURTHER FINDS that Western Union has satisfied its obligation under paragraph 10B.3 of the Settlement Agreement, as amended by paragraph 6 of the Amendment, to implement an AML compliance program for the Southwest Border Area.
IT IS HEREBY ORDERED that, in light of the Monitor’s early submission of the Final Report and the Court’s acceptance of the Monitor’s conclusions in the Final Report, the Secondary Recommendations Term, which under paragraph 10B.5 of the Settlement Agreement, as amended, was scheduled to end on December 31, 2017, is terminated as of the date of this order.
IT IS FURTHER ORDERED that, as Western Union has complied with all terms of the Settlement Agreement, as amended, and the Monitor has completed all duties imposed by the Settlement Agreement, as amended, the Monitor Engagement shall terminate as of the date of this order.
IT IS FURTHER ORDERED that any funds remaining in the Clerk’s account and in the Monitor’s possession shall be transferred to Western Union together with any interest remaining in the Clerk’s account within thirty days after the date of this order pursuant to paragraph 23.1.1 of the Settlement Agreement, as amended by paragraph 11 of the Amendment.
IT IS FURTHER ORDERED that the continuing obligations of the Settlement Agreement, as amended, and the Monitor Engagement Letter, including but not limited to the duty of confidentiality, shall survive termination of the above-captioned matter.
IT IS FURTHER ORDERED that this is a final order concluding the matter between the parties. The Court retains jurisdiction for the limited purpose of remaining available to assist should the company fail to adhere to its continuing obligations to provide the funding and information provided for under paragraphs 12.7 and 17.1.6 of the Settlement Agreement, as amended, and the Court’s order dated January 31, 2014.

DATED this 9th day of June, 2017.

/s/ Hon. Warren Granville  
Hon. Warren Granville
Maricopa County Superior Court Judge



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Exhibit 99.1

FOR IMMEDIATE RELEASE

Western Union and the Arizona Office of the Attorney General Announce Successful Completion of Monitorship Along the Southwest Border in the U.S.

ENGLEWOOD, Colorado - June 12, 2017 - The Western Union Company (NYSE: WU) and Arizona Attorney General Mark Brnovich today announced that Western Union has successfully completed the secondary recommendations for the Southwest Border program, aimed at combating money laundering.  The Superior Court of the State of Arizona today accepted the conclusions of an independent Monitor’s final report, immediately concluding and closing the Monitor’s engagement.  This milestone demonstrates the continuous enhancements made by the Company to its compliance programs.

“The partnership between the Arizona Attorney General’s Office and Western Union resulted in a groundbreaking effort to combat illegal enterprises that are funded through money laundering,” said Arizona Attorney General Mark Brnovich . “I appreciate all that we have accomplished, and I urge other money service providers to take similar measures to help prevent human smuggling, cut off financing for terrorist networks, and protect victims of fraud.”

“We take our responsibilities seriously - to protect our customers and to partner with law enforcement at all levels to detect, deter and prevent our services from being used for illicit purposes,” said Western Union Chief Compliance Officer Jacqueline Molnar. “We appreciate the close partnership we have with the Arizona Attorney General’s Office, which has helped us strengthen our global compliance programs and create a safer environment for our customers to send money to friends and family worldwide.”

Globally, over the past five years, Western Union has increased overall compliance funding by more than 200 percent and more than 20 percent of its workforce is dedicated to compliance functions. During this time, many state, national and international regulators and law enforcement bodies have commended Western Union for its technology innovations, AML and other compliance programs, such as developing custom algorithms to help combat money laundering and terrorist financing, and for assisting with numerous investigations.

In 2010, Western Union, pursuant to a settlement agreement with the State of Arizona, embarked to create and maintain an anti-money-laundering (AML) program to serve as a model for the entire money transfer business worldwide. The program includes several innovative and cooperative steps to combat money laundering and help the states along the Southwest Border protect their citizens.

Western Union and the Arizona Attorney General thanked the court-appointed Monitor, BDO USA, LLP, for its hard work and outstanding efforts in overseeing the successful completion of the secondary recommendations of the agreed plan.

About Western Union
The Western Union Company (NYSE: WU) is a leader in global payment services. Together with its Vigo, Orlandi Valuta, Pago Facil and Western Union Business Solutions branded payment services, Western Union provides consumers and businesses with fast, reliable and convenient ways to send and receive money around the world, to send payments and to purchase money orders. As of March 31, 2017, the Western Union, Vigo and Orlandi Valuta branded services were offered through a combined network of over 550,000 agent locations in 200 countries and territories and over 150,000 ATMs and kiosks, and included the capability to send money to billions of accounts. In 2016, The Western Union Company completed 268 million consumer-to-consumer transactions worldwide, moving $80 billion of principal between consumers, and 523 million business payments. For more information, visit www.westernunion.com .



WUTRANSITIONLOGO.JPG

Western Union Media
Brad Jones
(720) 332-0262
bradley.jones@westernunion.com