MoneyGram International, Inc. (NYSE:MGI), a leading global payment
services company, today announced an underwritten secondary public
offering for an aggregate of 11,250,000 shares of MoneyGram’s common
stock by affiliates and co-investors of Thomas H. Lee Partners, L.P.
("THL”) and affiliates of Goldman, Sachs & Co. ("Goldman Sachs”).
The selling stockholders have also granted the underwriters a 30-day
option to purchase up to an additional 1,687,500 shares of common stock.
The shares of common stock in the proposed offering have been determined
after giving effect to MoneyGram’s reverse stock split effective as of
November 14, 2011. MoneyGram will not receive any proceeds from the
proposed offering.
Morgan Stanley, Goldman, Sachs & Co., BofA Merrill Lynch, J.P. Morgan
and Wells Fargo Securities will act as book running managers for the
proposed offering. William Blair & Company, Morgan Keegan and Piper
Jaffray will act as co-managers.
The offering will be made only by means of a prospectus. A copy of the
preliminary prospectus related to the offering, when available, may be
obtained from Morgan Stanley & Co. LLC, via telephone: 1-866-718-1649;
e-mail: prospectus@morganstanley.com;
or standard mail at Morgan Stanley & Co. LLC, 180 Varick Street, New
York, NY 10014, Attn: Prospectus Department; Goldman, Sachs & Co., Attn:
Prospectus Department, 200 West Street, New York, NY, 10282, telephone:
1-866-471-2526, facsimile: 212-902-9316 or email prospectus-ny@gs.com;
BofA Merrill Lynch, Attn: Prospectus Department, 4 World Financial
Center, New York, NY 10080, email: dg.prospectus_requests@baml.com;
J.P. Morgan Securities LLC, Attn: Broadridge Financial Solutions, 1155
Long Island Avenue, Edgewood, NY 11717, telephone: 866-803-9204; or
Wells Fargo Securities, LLC, Attn: Equity Syndicate Department, 375 Park
Avenue, New York, NY 10152, e-mail: cmclientsupport@wellsfargo.com,
telephone: 1-800-326-5897.
In conjunction with the completion of this secondary offering, MoneyGram
intends to make a partial redemption of the 13.25% Senior Secured Second
Lien Notes due 2018 held by affiliates of Goldman Sachs. The partial
redemption will be for $175 million in principal, at a redemption price
of 113.25%. MoneyGram expects to finance up to $150 million of this
redemption with the proceeds from a new incremental credit facility,
provided by a syndicate of lenders, which is additive to the First Lien
Senior Credit Facility currently outstanding. This refinancing will
reduce the interest expense incurred by MoneyGram.
The issuer has filed a registration statement including a prospectus and
a prospectus supplement with the Securities and Exchange Commission (the
"SEC”) for the offering to which this communication relates. Before you
invest, you should read the prospectus and prospectus supplement in that
registration statement and other documents the issuer has filed with the
SEC for more complete information about the issuer and the offering. You
may obtain these documents for free by visiting EDGAR on the SEC Web
site at www.sec.gov.
Alternatively, the issuer, any underwriter or any dealer participating
in the offering will arrange to send you the prospectus and the
prospectus supplement if you request them by calling Morgan Stanley at
1-866-718-1649.
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.
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) the risk that
the proposed offering is not consummated; (b) 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; (c) 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; (d) 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; (e)
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; (f) a material slow down or
complete disruption of international migration patterns, which could
adversely affect our money transfer volume and growth rate; (g) our
ability to maintain retail agent or biller relationships or a reduction
in transaction volume from these relationships; (h) our ability to
operate our official check and money order business profitably as a
result of our revised pricing strategies; (i) 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; (j) 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; (k) fluctuations in
interest rates, which may negatively affect the net investment margin of
our official check and money order business; (l) our ability to attract
and retain key employees; (m) our ability to maintain sufficient capital
to pursue our growth strategy, fund key strategic initiatives and meet
evolving regulatory requirements; (n) 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; (o) 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; (p) competition from large competitors, niche competitors or
new competitors that may enter the markets in which we operate; (q)
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; (r) 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; (s) increased regulation under
the Dodd-Frank Act of financial services companies generally, including
non-bank financial companies supervised by the Federal Reserve; (t)
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; (u) 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; (v) a significant security or privacy breach in our facilities,
networks or databases, which could harm our business; (w) 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; (x) our ability to scale our technology to
match our business and transactional growth; (y) 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; (z) our ability to manage
fraud risks from consumers or certain agents, which risks may increase
during negative economic conditions, which could harm our business; (aa)
our ability to successfully manage risks associated with running
Company-owned retail locations and acquiring businesses, which could
harm our business; (bb) our business and results of operations may be
adversely affected by political, economic or other instability in
countries that are important to our business; (cc) 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; (dd) our
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; (ee) 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; (ff) 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; (gg) 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;
(hh) our ability to continue to satisfy the NYSE criteria for listing on
the exchange; (ii) 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; and
(jj) additional risk factors described in our other filings with the
Securities and Exchange Commission from time to time.
