15.01.2008 03:13:00
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MoneyGram Announces Portfolio Valuation as of November 30 and Exclusive Discussions with Thomas H. Lee Partners for $800 Million Equity Investment
MoneyGram International, Inc. (NYSE:MGI) announced that it has completed
the valuation of its investment portfolio as of November 30, 2007, and
has experienced additional net unrealized losses of $571 million from
September 30, 2007, bringing cumulative net unrealized losses to $860
million. The Company has commenced a process to realign the portfolio
away from asset-backed securities and into highly liquid assets. In
January, 2008, the Company sold $1.3 billion of securities, resulting in
a realized loss of approximately $200 million, which was an incremental
loss of approximately $100 million from the unrealized losses reflected
as of November 30 as to these securities.
MoneyGram also announced that it is engaged in exclusive negotiations
with an investment group led by Thomas H. Lee Partners, L.P. (the
Investors) concerning a comprehensive recapitalization of the Company.
These negotiations currently contemplate a transaction pursuant to which
the Company would receive a capital infusion of both equity and debt
capital, comprised of approximately $750-850 million of equity from the
Investors and approximately $550-750 million of new debt facilities from
third parties. The Company also expects to have $350 million outstanding
or available under its existing credit agreement. The investment would
be conditioned upon, among other things, liquidation by the Company of a
significant portion of its existing investment portfolio. The Company
would expect to recognize losses in connection with that liquidation, if
it occurs, which, in light of losses recognized on the securities sold
in January, 2008, are likely to be substantially higher than the losses
reflected in the November 30, 2007 valuation. The securities that would
be acquired by the Investors in the transaction under discussion would
currently be expected to give the Investors an initial equity interest
in the Company ranging from 60 to 65%, depending upon the amount of
capital invested and the ultimate size of the losses realized upon the
sale of certain assets within the Company’s
securities portfolio. Given the nature of the securities comprising the
Company’s current investment portfolio, the
amount of capital required to be infused into the Company and the
initial equity interest may fall outside the ranges noted above.
The transaction is designed to provide sufficient capital to support
realignment of the Company’s portfolio away
from the risk associated with the asset-backed security market that it
has faced in the recent past and to provide sufficient financial
flexibility to support the long term needs of the business after the
realignment. It is anticipated that the realigned portfolio will be
comprised predominantly of government, government agency and municipal
securities. As a result, the Company anticipates that its profit margin
will be adversely affected on a going forward basis by the lower yields
in its realigned portfolio. In particular, profitability in the Company’s
Official Check business is expected to be significantly reduced.
The Company also announced that it has obtained certain amendments and
waivers until January 31, 2008, under its bank lending agreements and a
primary clearing agreement. Furthermore, as a result of its strategic
review of the Payment Systems segment, MoneyGram has decided to modify
its Official Check business model to target more profitable small to
mid-sized customers.
Investment Portfolio
As of November 30, 2007, the Company had
experienced additional net unrealized losses of $571 million from
September 30, 2007, bringing total net unrealized losses to $860
million. These additional losses largely result from deterioration in
the value of the Company’s holdings of
asset-backed securities, which were negatively impacted by changes in
the credit ratings of the securities or the underlying collateral
supporting these securities. In January, 2008, the Company sold $1.3
billion of securities, resulting in a realized loss of approximately
$200 million, which was an incremental $100 million from the unrealized
losses reflected as of November 30 as to these securities. The extent of
the realized losses incurred in January 2008 was impacted by the prompt
liquidation of the securities.
The Company is in the process of performing its year end pricing
analysis and quarterly impairment review. It anticipates that
significant additional losses will be recorded in December, and that a
substantial charge for other-than-temporarily impaired securities will
be taken against earnings in the fourth quarter. As previously
announced, investors should not rely upon previously given guidance for
2007 results.
The losses in the portfolio do not immediately impact the Company’s
cash flow but rather create a need for long-term capital to off-set the
anticipated significant realized and unrealized losses in the investment
portfolio. The Company believes that the equity and debt associated with
this proposed transaction will be sufficient in light of the anticipated
sales of portfolio assets to provide for its long-term capital needs.
The Company currently has sufficient daily liquidity which comes
primarily from settlements with customers supplemented by liquid
portfolio assets, including cash and cash equivalents of $1.5 billion,
and does not anticipate any issues related to daily liquidity provided
its current customer relationships remain substantially in place.
Investment Negotiations
The negotiations with the Investors currently contemplate that the
Investors would invest approximately $750-850 million in a convertible
preferred stock of the Company and that third-party lenders would
provide approximately $550-750 million in debt financing, in addition to
the Company’s existing $350 million credit
agreement. Receipt by the Investors of the convertible preferred stock
would be subject to shareholder approval no later than 6 months
following the date of the agreement. It is contemplated that upon the
initial funding, the Investors would receive a combination of nonvoting
preferred stock, common stock and contingent value rights designed to
have, in the aggregate, substantially similar value to the Investors as
that contemplated by the convertible preferred stock, all of which would
be exchanged for the convertible preferred stock upon receipt of such
shareholder approval.
The transaction would be conditioned upon receipt of debt financing,
additional amendments of existing debt agreements, expiration of
regulatory waiting periods, completion of confirmatory due diligence and
confirmation from the New York Stock Exchange that the securities to be
received in the transaction may be listed in accordance with its
policies. The investment would also be conditioned upon liquidation by
the Company of a significant portion of the Company’s
existing securities portfolio. The Company would expect to recognize
losses in connection with that liquidation, if it occurs, which, in
light of the losses recognized in the securities sold in January, 2008,
are likely to be substantially higher than losses reflected in the
November 30, 2007, valuation. The securities that would be acquired by
the Investors in the transaction under discussion are currently expected
to give the Investors an initial equity interest in the Company ranging
from 60 to 65%, depending upon the amount of capital invested and the
ultimate size of the losses realized upon the sale of certain assets
within the Company’s securities portfolio.
The Company anticipates that the negotiations will lead to execution of
definitive documents in January, and to a funding in February. The
Company expects that any transaction agreement with the Investors would
permit the board of directors to seek alternative investors and to
terminate the transaction prior to funding to accept an offer that is
superior for the shareholders subject to a customary break-up fee. The
Company’s exclusive discussions with the
Investors also do not preclude discussions between the Company and
Euronet Worldwide, Inc. (Euronet) or discussions with third parties
pursuant to superior written offers. The Company has executed a
confidentiality agreement with Euronet and has provided confidential
information to and engaged in discussions with representatives of
Euronet.
Neither the Company nor any of the Investors has committed to the
proposed transaction and no assurances can be given that the conditions
necessary to reach a definitive agreement will be satisfied or that the
Company will enter into or consummate a transaction with any of the
Investors or any other party.
Bank Agreement Amendments and Waivers
The Company's bank lenders under its $350 million credit agreement and
JPMorgan Chase, the lender under its $150 million 364-day credit
facility, have each agreed to an amendment to those agreements through
January 31, 2008. Pursuant to the amendments, the lenders have agreed to
waive certain events of default arising by virtue of the investment
portfolio losses expected to be reflected as impairments in the
Company's financial statements at year end, and certain related matters.
A primary clearing bank has entered into a similar waiver. The
amendments provide that the waivers are effective for net securities
losses up to $1.5 billion. The Company and the lenders also agreed to
certain amendments to covenants and an increase in the interest rates
payable during the waiver period. As noted above, further amendments to
the credit agreements would be required to consummate the transaction
with the Investors.
Conclusion of Strategic Review of the Payment Systems Segment
As previously announced, the Board of Directors of MoneyGram conducted a
comprehensive review of the Payment Systems segment with the assistance
of J.P. Morgan. As a result of this review, the Company will restructure
its Official Check business model by changing its commission structure,
enabling the Company to continue providing these essential services by
focusing on small to mid-sized institutions and exiting certain large
customer relationships. The Company expects to exit contracts with most
of its top ten Official Check customers, who together account for
approximately $2 billion of the Company’s
Official Check payment obligations.
Global Funds Transfer Segment Update
The Global Funds Transfer segment, which consists of money transfer
(including urgent bill payment) and retail money orders, continues to
experience strong growth driven by global migration trends. Money
transfer transaction volume grew 25% in the fourth quarter of 2007. The
money transfer agent network grew to 143,000 agent locations at the end
of 2007, an increase of 30% from the prior year. The Global Funds
Transfer segment continues to generate strong cash flow enabling it to
fund investments in marketing, infrastructure and agent growth.
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) our ability to enter into and consummate a definitive
transaction with the Investors, Euronet, lenders or any other party that
provides us with sufficient long-term capital or debt; (b) additional
material changes in the market value of securities we hold and/or
permanent impairments of portfolio securities; (c) additional costs and
expenses incurred as a result of the recapitalization; (d) loss of a key
customer or inability to maintain our network in our Global Funds
Transfer segment; (e) the ability to continue to effectively operate the
Payments Systems segment pending the receipt of additional long-term
capital and in light of changes implemented as a result of the strategic
review of that business and the additional indebtedness expected to be
incurred; (f) ability to maintain sufficient liquidity, capital and
assets; (g) risk of further downgrade in our credit ratings which could
affect our cost of funds; (h) ability to manage credit risk related to
our investment portfolio and our use of derivatives; (i) unexpected
liquidity or capital needs and our ability to secure additional sources
of capital; (j) ability to successfully develop and timely introduce new
and enhanced products and services; (k) ability to protect and defend
the intellectual property rights related to our existing and any new or
enhanced products and services; (l) our ability to continue to compete
effectively; (m) our and our agents' ability to comply with U.S. and
international licensing and regulatory requirements; (n) 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; (o) ability to manage security risks related
to our electronic processing and transmission of confidential customer
information; (p) ability to process and settle transactions accurately
and the efficient and uninterrupted operation of our computer network
systems and data centers; (q) ability to manage credit and fraud risks
from our retail agents; (r) ability to manage reputational damage to our
brand due to fraudulent or other unintended use of our services; (s)
litigation or investigations of us or our agents that could result in
material settlements, fines or penalties; (t) fluctuations in interest
rates; (u) ability to manage risks related to opening of new retail
locations and acquisition of businesses; (v) material slow down or
complete disruption in international migration patterns; (w) ability for
us and our agents to maintain adequate banking relationships, including
relationships with clearing banks; (x) ability to manage risks
associated with our international sales and operations; (y) ability to
maintain effective internal controls; (z) possible delay or prevention
of an acquisition of our company which could inhibit a stockholder's
ability to receive a premium on their investment from a possible sale of
our company due to provisions contained in our charter documents, our
rights plan and Delaware law; and (aa) 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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