10.03.2008 13:24:00
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MoneyGram Agrees to Amend Recapitalization Agreement With Investment Group Led By Thomas H. Lee Partners, L.P., and Goldman Sachs
MoneyGram International, Inc. (NYSE:MGI) today announced that it has
agreed to amend its agreement with an investment group (the "Investors”)
led by Thomas H. Lee Partners, L.P., (THL) and Goldman, Sachs & Co.
(Goldman Sachs), concerning a comprehensive recapitalization of the
Company. The revised agreement comes following the failure of the
Company to meet certain conditions required to close the previous
agreement, including the requirement that MoneyGram have, on a pro forma
basis for the transaction, at least $150 million of unrestricted assets,
as defined in the agreement.
MoneyGram and the Investors have agreed to make the following material
changes to the original agreement as announced on February 12, 2008:
The agreement will contemplate that the Investors will purchase $760
million of Series B and Series B-1 Preferred Stock, which will
initially be convertible into approximately 79% of the common equity
of the Company.
The Investors’ convertible voting preferred
stock will be convertible into shares of common stock of the Company
at a price of $2.50 per share, as opposed to $5.00 per share under the
original terms.
If the Company is unable to pay a cash dividend on the Series B and
Series B-1 Preferred Stock at a time at which it is required to do so,
dividends will accrete at 15%, as opposed to 12.5% under the original
terms.
The Company is not prohibited from soliciting or discussing
alternative proposals.
The Company will be required to raise an incremental $50 million of
debt on terms and conditions acceptable to the Investors.
The transaction would be structured as a purchase of convertible
preferred stock in a one-step transaction, as opposed to a two-step
transaction under the original terms in which the Investors would have
exchanged shares of common stock and nonconvertible preferred stock
purchased at the closing for convertible preferred stock upon
shareholder approval. While the rules of the New York Stock Exchange
(NYSE) generally require shareholder approval prior to the issuance of
securities that are convertible into more than 20% of the outstanding
shares of a listed company, the NYSE’s
Shareholder Approval Policy provides an exception in cases where the
delay involved in securing shareholder approval would seriously
jeopardize the financial viability of the Company. In accordance with
the NYSE’s rule providing that exception, the
Audit Committee of the Company’s Board of
Directors has expressly approved, and the full Board of Directors has
unanimously concurred with, the Company’s
intended use of the exception. The Company currently expects the amended
transaction to close upon the conclusion of a shareholder notice period
required by the NYSE when utilizing this exception, which is expected to
occur no later than March 25, 2008.
The transaction will be conditioned upon the receipt of confirmation by
the NYSE that the Company may rely on the exception described above. The
transaction will also be conditioned upon other mutually acceptable
terms and closing conditions to be negotiated by the parties prior to
March 14, 2008. No assurances can be given that these terms and closing
conditions will be agreed upon or that any transaction will be
consummated.
MoneyGram has also agreed to reimburse the Investors for
transaction-related expenses.
Portfolio Update
The Company completed the sales of certain portfolio assets required to
be sold under the terms of the previous agreement at total loss of
approximately $1.6 billion, including $1.2 billion of
other-than-temporary impairments recorded in the fourth quarter 2007 as
a charge to earnings and realized losses of approximately $350 million
in the first quarter of 2008. The investment portfolio currently
consists primarily of cash and cash equivalents, U.S. agencies and
agency residential mortgage backed securities.
The Company expects to file its December 31, 2007 Form 10-K upon funding
of the capital transaction.
About MoneyGram International, Inc.
MoneyGram International, Inc. is a leading global payment services
company. The company’s major products and
services include global money transfers, money orders and payment
processing solutions for financial institutions and retail customers.
MoneyGram is a New York Stock Exchange listed company, with $1.16
billion in revenue in 2006 and approximately 143,000 global money
transfer agent locations in 170 countries and territories. 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. that are not historical facts are forward-looking
statements and are made under the Safe Harbor provisions of the Private
Securities Litigation Reform Act of 1995. These 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: (a) the Company's ability to negotiate, or to satisfy, the
conditions to consummation of the transaction contemplated by the
revised agreement, including without limitation the amendment of the
Company's existing credit facilities and the raising of additional
senior indebtedness and other terms contemplated by the purchase
agreement; (b) any additional material changes in the market value of
securities we hold and/or permanent impairments of portfolio
securities; (c) the Company’s
retention of clearing banks, money transfer agents and other
customers during the pendency of or in the absence of a transaction; (d)
additional costs and expenses incurred as a result of any
recapitalization and related matters; (e) loss of one or more key
customers or the inability to maintain the Company’s
network in our Global Funds Transfer segment; (f) the Company’s
ability to continue to effectively operate the Payments Systems segment
pending the receipt of additional long-term capital and in light of
changes implemented or to be implemented as a result of the previously
disclosed strategic review of that business, the transaction and the
additional indebtedness expected to be incurred; (g) the Company’s
ability to maintain sufficient liquidity, capital and assets; (h) the
Company’s ability to maintain all required
state and international licenses required to operate the Company’s
business; (i) risks of shareholder or other litigation or government
investigations of the Company or its agents that could result in
material settlements, fines or penalties risks (j) risk of further
downgrade in the Company’s credit ratings
which could affect the Company’s cost of
funds; (k) the Company’s ability to manage
credit risk related to its investment portfolio and its use of
derivatives; (l) unexpected liquidity or capital needs including those
arising from the exit of customer banks and requirements of clearing
banks, and the Company’s ability to secure
additional sources of capital; (m) ability to successfully develop and
timely introduce new and enhanced products and services; (n) ability to
protect and defend the intellectual property rights related to the
Company’s existing and any new or enhanced
products and services; (o) our ability to continue to compete
effectively; (p) The Company’s and its
agents' ability to comply with U.S. and international licensing and
regulatory requirements; (q) conducting money transfer transactions
through agents in regions that are politically volatile and/or in a
limited number of cases, subject to certain OFAC restrictions; (r)
ability to manage security risks related to the Company’s
electronic processing and transmission of confidential customer
information; (s) ability to process and settle transactions accurately
and the efficient and uninterrupted operation of the Company’s
computer network systems and data centers; (t) ability to manage credit
and fraud risks from the Company’s retail
agents; (u) ability to manage reputational damage to the Company’s
brand due to the events leading to the recapitalization as well as
fraudulent or other unintended use of its services; (v) fluctuations in
interest rates; (w) ability to manage risks related to opening of new
retail locations and acquisition of businesses; (x) material slow down
or complete disruption in international migration patterns; (y) ability
for us and our agents to maintain adequate banking relationships,
including relationships with clearing banks; (z) ability to manage risks
associated with the Company’s international
sales and operations; (aa) ability to maintain effective internal
controls; and (bb) other factors more fully discussed in MoneyGram's
filings with the Securities and Exchange Commission. Actual results may
differ materially from historical and anticipated results. These
forward-looking statements speak only as of the date on which such
statements are made, and MoneyGram undertakes no obligation to update
such statements to reflect events or circumstances arising after such
date.
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