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. The Company 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 the Company'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 mitigate 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
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 our 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.
