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CUSIP No. 60935Y109 13D Page 1 of 19 Pages
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. _)
MONEYGRAM INTERNATIONAL, INC.
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(Name of Issuer)
Common Stock, par value $0.01 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
60935Y109
--------------------------------------------------------------------------------
(CUSIP Number)
Frederick H. Fogel
Silver Point Capital, L.P.
2 Greenwich Plaza, First Floor
Greenwich, CT 06830
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 28, 2008
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box.|_|
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 60935Y109 13D Page 2 of 19 Pages
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--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
SILVER POINT CAPITAL, L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [x]
--------------------------------------------------------------------------------
3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER*
SHARES 0
----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER*
OWNED BY 4,000,000
----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER*
REPORTING 0
----------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER*
WITH 4,000,000
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
4,000,000
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)*
1.03%+
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14 TYPE OF REPORTING PERSON
IA, PN
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*See Item 5.
+ All calculations of percentage ownership in this Schedule 13D are based upon a
total of 389,598,034 shares of Common Stock outstanding, which is the sum of (a)
82,598,034 shares of Common Stock outstanding as of March
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CUSIP No. 60935Y109 13D Page 3 of 19 Pages
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17, 2008, as represented by the Issuer in the Purchase Agreement (defined
herein), plus (b) 194,000,000 shares of Common Stock issuable upon the
conversion of the 485,000 shares of Series B Participating Convertible Preferred
Stock of the Issuer issued to Thomas H. Lee Equity Fund VI, L.P., Thomas H. Lee
Parallel Fund VI, L.P. and Thomas H. Lee Parallel (DT) Fund VI, L.P. pursuant to
the Purchase Agreement on March 25, 2008 as described below, if such conversion
occurred on March 25, 2008, plus (c) 4,000,000 shares of Common Stock issuable
upon the conversion of the 10,000 shares of Series B Participating Convertible
Preferred Stock of the Issuer acquired by Silver Point Capital Fund, L.P. and
Silver Point Offshore Fund, Ltd. pursuant to the Silver Point Letter Agreement
(defined herein) on March 28, 2008 as described below, if such conversion
occurred on March 25, 2008, plus (d) 109,000,000 shares of Common Stock issuable
upon the conversion of 109,000 shares of Series D Participating Convertible
Preferred Stock of the Issuer, which are issuable upon the conversion of the
272,500 shares of Series B-1 Participating Convertible Preferred Stock of the
Issuer issued to the GS Investors (as defined herein) pursuant to the Purchase
Agreement on March 25, 2008, as described in Items 3, 4, 5 and 6 below, if such
conversion occurred on March 25, 2008.
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CUSIP No. 60935Y109 13D Page 4 of 19 Pages
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--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
SILVER POINT CAPITAL MANAGEMENT, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [x]
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3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER*
SHARES 0
----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER*
OWNED BY 4,000,000
----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER*
REPORTING 0
----------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER*
WITH 4,000,000
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
4,000,000
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)*
1.03%
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14 TYPE OF REPORTING PERSON
OO
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*See Item 5.
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CUSIP No. 60935Y109 13D Page 5 of 19 Pages
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--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
ROBERT J. O'SHEA
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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NUMBER OF 7 SOLE VOTING POWER*
SHARES 0
----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER*
OWNED BY 4,000,000
----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER*
REPORTING 0
----------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER*
WITH 4,000,000
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
4,000,000
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)*
1.03%
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14 TYPE OF REPORTING PERSON
IN
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*See Item 5.
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CUSIP No. 60935Y109 13D Page 6 of 19 Pages
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--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
EDWARD A. MULE
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER*
SHARES 0
----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER*
OWNED BY 4,000,000
----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER*
REPORTING 0
----------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER*
WITH 4,000,000
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
4,000,000
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)*
1.03%
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14 TYPE OF REPORTING PERSON
IN
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*See Item 5.
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CUSIP No. 60935Y109 13D Page 7 of 19 Pages
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Item 1. Security and Issuer
This Statement on Schedule 13D (this "Schedule 13D") relates to the common
stock, par value $0.01 per share (the "Common Stock") of MoneyGram
International, Inc., a Delaware corporation ("Issuer" or "Company"). The
principal executive office and mailing address of the Issuer is 1550 Utica
Avenue South, Suite 100, Minneapolis, MN 55416.
The Silver Point Fund and the Silver Point Offshore Fund (each as defined below
in Item 2) currently hold Series B Participating Convertible Preferred Stock,
par value $0.01 per share (the "Series B Stock") of the Issuer. Each share of
Series B Stock is convertible at any time after the Voting Date (as defined
below in Item 4), and with certain restrictions before the Voting Date, into
shares of Common Stock, with the precise number determined by a formula set
forth in the Series B Stock Certificate of Designations Preferences and Rights
(the "Series B Certificate"), and incorporated by reference herein as Exhibit
7.07, and therefore the Reporting Persons (as defined in Item 2 below) may be
deemed to beneficially own the shares of Common Stock into which this Series B
Stock is convertible.
The THL Parties (as defined in Item 2 below) currently hold Series B Stock.
Goldman Sachs (as defined in Item 2 below) currently holds Series B-1
Participating Convertible Preferred Stock, par value $0.01 per share (the
"Series B-1 Stock"). Each share of Series B-1 Stock is convertible at any time
into a certain number of shares of Series D Participating Convertible Preferred
Stock, par value $0.01 per share (the "Series D Stock"), a Common Stock
equivalent non-voting stock, with the precise number determined by a formula in
the Series B-1 Stock Certificate of Designations Preferences and Rights (the
"Series B-1 Certificate", together with the Series B Certificate, the
"Certificates"), and incorporated by reference herein as Exhibit 7.08. The
Series D Stock is convertible, subject to certain limitations, set forth in the
Certificate of Designations Preferences and Rights (the "Series D Certificate"),
and incorporated by reference herein as Exhibit 7.09, into Common Stock. Each
share of Series B-1 Stock is convertible into one share of Series B Stock by any
holder other than Goldman Sachs and their affiliates. The holders of Series B
Stock are entitled, after the Voting Date (as defined below in Item 4), to the
number of votes equal to the number of shares of Common Stock into which the
Series B Stock and the Series B-1 Stock can be converted, as described above.
Consequently, if the Reporting Persons are determined to be members of a "group"
with the THL Parties or Goldman Sachs as discussed in Item 2 below, the
Reporting Persons may be deemed to beneficially own the shares of Common Stock
deemed to be beneficially owned by the THL Parties or Goldman Sachs.
Item 2. Identify and Background
(a) This Schedule 13D is being jointly filed by Silver Point Capital, L.P., a
Delaware limited partnership ("Silver Point"), Silver Point Capital Management,
LLC, a Delaware limited liability company ("Management"), Mr. Edward A. Mule and
Mr. Robert J. O'Shea with respect to the ownership by Silver Point Capital Fund,
L.P., a Delaware limited partnership (the "Silver Point Fund") and Silver Point
Capital Offshore Fund, Ltd., a Cayman Islands company (the "Silver Point
Offshore Fund"), of the Series B Stock of the Issuer that is convertible into
Common Stock. Silver Point is the investment manager of the Silver Point Fund
and the Silver Point Offshore Fund and by virtue of such status may be deemed to
be the beneficial owner of the shares of Common Stock issuable upon the
conversion of Series B Stock owned by the Silver Point Fund and the Silver Point
Offshore Fund. Management is the general partner of Silver Point and by virtue
of such status may be deemed to be the beneficial owner of the shares of Common
Stock issuable upon the conversion of Series B Stock owned by the Silver Point
Fund and the Silver Point Offshore Fund. Mr. Edward A. Mule and Mr. Robert J.
O'Shea are each members of Management and by virtue of such status may be deemed
to be the beneficial owners of the shares of Common Stock issuable upon the
conversion of Series B Stock owned by the Silver Point Fund and Silver Point
Offshore Fund. Silver Point, Management and Messrs. Mule and O'Shea expressly
disclaim
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CUSIP No. 60935Y109 13D Page 8 of 19 Pages
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beneficial ownership of the shares of Common Stock issuable upon the conversion
of Series B Stock owned by the Silver Point Fund and the Silver Point Offshore
Fund, except to the extent of any pecuniary interest therein, and this filing
shall not be deemed to be an admission that they are the beneficial owners of
such securities for purposes of the Act or any other purpose. Silver Point,
Management and Messrs. Mule and O'Shea are hereinafter sometimes collectively
referred to as the "Reporting Persons."
Any disclosures herein with respect to persons other than the Reporting Persons
are made on information and belief after making inquiry to the appropriate
party. The Reporting Persons have entered into a Joint Filing Agreement, dated
April 4, 2008, a copy of which is filed with this Schedule 13D as Exhibit 7.01,
pursuant to which the Reporting Persons have agreed to file this statement
jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.
The Reporting Persons may be deemed to be a member of a "group," within the
meaning of Section 13(d)(3) of the Act, with affiliates of Thomas H. Lee
Partners, L.P., including (1) THL Equity Advisors VI, LLC, a Delaware limited
partnership ("Advisors VI"); (2) Thomas H. Lee Advisors, LLC ("THL Advisors");
(3) Thomas H. Lee Equity Fund VI, L.P., a Delaware limited partnership ("Equity
Fund"); (4) Thomas H. Lee Parallel Fund VI, L.P., a Delaware limited partnership
("Parallel Fund"); (5) Thomas H. Lee Parallel (DT) Fund VI, L.P., a Delaware
limited partnership ("DT Fund," and together with Equity Fund and Parallel Fund,
the "THL Funds"); (6) THL Equity Fund VI Investors (MoneyGram), LLC ("Fund VI
(MG)"); (7) THL Coinvestment Partners, L.P., a Delaware limited partnership
("Coinvestment Fund"); (8) THL Operating Partners, L.P., a Delaware limited
partnership ("Operating Partners"); (9) Great-West Investors L.P., a Delaware
limited partnership ("Great-West"); (10) Putnam Investments Employees'
Securities Company III LLC, a Delaware limited liability company ("Putnam,"
together with Fund VI (MG), Coinvestment Fund, Operating Partners and
Great-West, the "THL Coinvest Entities")); and (11) Putnam Investments Holdings,
LLC ("Putnam Holdings," together with Advisors VI, THL Advisors, the THL Funds
and the THL Coinvest Entities, the "THL Parties") and may be deemed to
beneficially own the Common Stock deemed to be beneficially owned or able to be
acquired within 60 days by the THL Parties. The principal business address and
principal office of the THL Parties other than Putnam, Putnam Holdings, or
Great-West is c/o Thomas H. Lee Partners, L.P., 100 Federal Street, Boston,
Massachusetts 02110. The principal business address and principal office of
Putnam Holdings, Putnam and Great-West is One Post Office Square, Boston,
Massachusetts 02109. Although the Reporting Persons do not affirm that such a
"group" has been formed, to the extent that such a group exists, this Schedule
13D shall constitute an individual filing by the Reporting Persons, as members
of such group, pursuant to Rule 13d-1(k)(2) of the Act.
The Reporting Persons may also be deemed to be a member of a "group," within the
meaning of Section 13(d)(3) of the Act, with affiliates of Goldman, Sachs & Co.,
including (1) GS Capital Partners VI Fund, L.P.; (2) GS Capital Partners VI
Offshore Fund, L.P.; (3) GS Capital Partners VI GmbH & Co. KG; (4) GS Capital
Partners VI Parallel, L.P.; (5) GSMP V Onshore US, Ltd.; (6) GSMP V Offshore US,
Ltd.; (7) GSMP V Institutional US, Ltd. (collectively, the "GS Investors"), and
The Goldman Sachs Group, Inc. ("GS Group", and together with the GS Investors,
"Goldman Sachs"), and may be deemed to beneficially own the Common Stock deemed
to be beneficially owned or able to be acquired within 60 days by Goldman Sachs.
While owned by Goldman Sachs, the Series B-1 Stock and Series D Stock is a
non-voting stock and cannot be converted into Common Stock. The principal
business and principal office of Goldman Sachs is located at 85 Broad Street,
New York, New York 10004. Although the Reporting Persons do not affirm that such
a "group" has been formed, to the extent that such a group exists, this Schedule
13D shall constitute an individual filing by the Reporting Persons, as members
of such group, pursuant to Rule 13d-1(k)(2) of the Act.
The Reporting Persons expressly disclaim beneficial ownership of securities held
by any person or entity other than, to the extent of any pecuniary interest
therein, the Silver Point Fund and the Silver Point
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CUSIP No. 60935Y109 13D Page 9 of 19 Pages
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Offshore Fund, and the securities reported herein as being beneficially owned by
the Reporting Persons do not include any securities held by any person or entity
other than the Silver Point Fund and the Silver Point Offshore Fund.
(b) The address of the principal business office of each of the Reporting
Persons is Two Greenwich Plaza, First Floor, Greenwich, CT 06830.
(c) The principal business of Management is serving as the general partner of
Silver Point. The principal business of Mr. Edward A. Mule and Mr. Robert J.
O'Shea is serving as members of Management and managing other affiliated
entities, including Silver Point. The principal business of Silver Point is
serving as the investment manager for investment funds, including the Silver
Point Fund and the Silver Point Offshore Fund.
(d) During the last five years, none of the Reporting Parties has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Parties has been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree, or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Silver Point is a limited partnership organized under the laws of the State
of Delaware. Management is a limited liability company organized under the laws
of the State of Delaware. Each of Messrs. Mule and O'Shea is a United States
citizen.
Item 3. Source and Amount of Funds or Other Consideration
On March 28, 2008, the Silver Point Fund purchased 2,500 shares of Series B
Stock and the Silver Point Offshore Fund purchased 7,500 shares of Series B
Stock from certain of the THL Funds for a purchase price of $1,000 per share, as
described in the Letter Agreement, dated as of March 28, 2008, by and among the
THL Parties, the Silver Point Fund and the Silver Point Offshore Fund (the
"Silver Point Letter Agreement") and incorporated by reference herein as Exhibit
7.02.
Working capital of the Silver Point Fund and the Silver Point Offshore Fund was
used to purchase the shares of Series B Stock referenced in this report.
Each of the Silver Point Fund and the Silver Point Offshore Fund executed
joinders to the Shareholders Agreement and Registration Rights Agreement (each
as described below in Item 6) which joinders are incorporated by reference at
Exhibits 7.05 and 7.06. Hereinafter, the THL Funds, the THL Coinvest Entities,
the GS Investors, the Silver Point Fund and the Silver Point Offshore Fund may
be referred to as the "Investors," unless the context otherwise requires. See
Item 4 below regarding the acquisition of the Series B Stock and the Series B-1
Stock by the THL Funds, the THL Coinvest Entities and the GS Investors.
Item 4. Purpose of the Transaction
The Silver Point Fund and the Silver Point Offshore Fund acquired from certain
of the THL Funds all of the securities referenced in this report, and continue
to hold such securities, solely for investment purposes in the ordinary course
of business. The Silver Point Fund and the Silver Point Offshore Fund have
granted the THL Funds certain rights as to the voting and disposition of the
securities acquired by them referenced in this report, as described in Item 5
and 6 below.
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CUSIP No. 60935Y109 13D Page 10 of 19 Pages
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On March 17, 2008, the Issuer, the THL Funds and the GS Investors entered into
an amended and restated Purchase Agreement (the "Purchase Agreement"). Pursuant
to the Purchase Agreement, on March 25, 2008 (the "Closing"), the THL Funds and
the GS Investors purchased, in the aggregate, 495,000 shares of Series B Stock
and 265,000 shares of Series B-1 Stock, respectively, for an aggregate purchase
price of $760,000,000 (the "Transaction"), which shares are convertible into
approximately 78.8% of the common equity of the Company at an initial conversion
price of $2.50 per share, as described below. On March 28, 2008, the Silver
Point Fund the Silver Point Offshore Fund purchased 10,000 shares of Series B
Stock from certain of the THL Funds at a purchase price of $1,000 per share.
Based on information provided by the THL Parties, on March 31, 2008, the THL
Coinvest Entities purchased in aggregate 5,428.962 shares of Series B Stock from
Parallel Fund and DT Fund at a purchase price of $1,000 per share.
The shares of Series B-1 Stock held by the GS Investors are convertible into
shares of Series D Stock (a common equivalent stock which is, subject to certain
limitations, convertible into Common Stock), and the shares of Series B Stock
held by the THL Parties, the Silver Point Fund and the Silver Point Offshore
Fund are convertible at any time after the Voting Date, and subject to certain
restrictions prior to the Voting Date, into shares of Common Stock at an initial
conversion price of $2.50 (subject to adjustment), giving the Investors and GS
Group an initial equity interest convertible into approximately 78.8% of the
common equity of the Company. Dividends payable on Series B Stock and Series B-1
Stock are expected to be accrued and not be paid in cash for at least five
years. Because the conversion ratio for the shares in the Certificates provides
for a formula which incorporates the amount of unpaid dividends, the accrual of
such unpaid dividends will increase the ownership interest of the Investors and
GS Group and dilute the interests of the common stockholders. Over a five year
period, assuming the outstanding Common Stock remains 82,598,034, it is expected
that this ownership interest will increase to approximately 87%.
The Series B Stock will initially have voting rights equivalent to 9.9% of the
outstanding Common Stock on a fully converted basis. Upon receipt of all
regulatory approvals, or upon receipt of notification from the THL Parties on or
after June 15, 2008, the holders of the Series B Stock would attain full voting
rights. As stated in the Series B Certificate and Series B-1 Certificate, until
the Voting Date (which date is the earlier of (i) the day when all applicable
state regulatory approvals necessary for the THL Parties to have voting rights
with respect to all of the Series B Stock, and (ii) on or after June 15, 2008,
upon the request of the THL Parties, provided, however, that if a vote (or
action by written consent) of the stockholders of the Company on any matter is
required by law to occur prior to the earlier of such dates, then the Voting
Date shall occur no later than immediately prior to such record date)) and also
at such time the Company fails to pay the redemption price for the Series B
Stock or Series B-1 Stock that the holders have requested be redeemed pursuant
to the terms of the Certificates, the Company is prohibited from taking certain
actions without approval of the holders of Series B Stock. The restrictions in
the Series B Certificate pertain to decisions by the Company regarding
bankruptcy, liquidation or dissolution, the Board, executive officers, dividends
on or buy-backs of junior shares or the Common Stock, taking on debt or making
loans, investments, acquisitions or dispositions, and the annual budget.
The Series B-1 Stock held by Goldman Sachs or its affiliates is non-voting
except for the right of Goldman Investors to vote on specific actions described
in the Series B-1 Certificate. The holders of the Series B Stock will vote as a
class with the Common Stock and will have a number of votes equal to the number
of shares of Common Stock issuable if all the outstanding shares of Series B
Stock were converted plus the number of shares of Common Stock issuable if all
outstanding shares of Series B-1 Stock were converted into Series B Stock and
subsequently converted into Common Stock. While held by Goldman Sachs or its
affiliates, the Series B-1 Stock is convertible at the option of the holder into
a certain number of shares of Series D Stock, a non-voting Common
Stock-equivalent. The shares of Series B-1 Stock are convertible into an equal
number of shares of Series B Stock by any holder other than Goldman Sachs and
its affiliates.
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CUSIP No. 60935Y109 13D Page 11 of 19 Pages
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As of the Closing, the Investors (other than the Silver Point Fund and the
Silver Point Offshore Fund) appointed two members and two non-voting observers
to the Company's Board and the size of the Board was reduced to six members, of
which three members are independent. Upon the earlier of (x) written
notification by the THL Funds, in the THL Funds' sole discretion, to the Company
and (y) the Voting Date, the Investors (other than the Silver Point Fund and the
Silver Point Offshore Fund) shall lose their right to have the Board observers
attend meetings of the Board (except that in certain circumstances, the GS
Investors will have the right to appoint at least one non-voting Board observer)
and instead shall be entitled to nominate and cause the Company to appoint such
additional Board representatives to the Board as shall provide such Investors
with that number of directors as is proportionate to such Investors' Common
Stock ownership, calculated on a fully as-converted basis (assuming all shares
of Series B-1 Stock were converted into Series B Stock and all Series B Stock
was converted into Common Stock).
The Purchase Agreement provides that as promptly as practicable following the
Closing, the Company will hold a meeting of its stockholders to seek approval of
an amendment to the certificate of incorporation of the Company (the "Charter"),
which will provide that as long as the Investors (other than the Silver Point
Fund and the Silver Point Offshore Fund) shall have a right to designate Board
Representatives following the Voting Date, the GS Investors shall have the right
to designate one Board Representative (who shall have one vote), and the THL
Funds (or their permitted successors or assigns) shall have the right to
designate two to four Board Representatives, which Board Representatives shall
be authorized to vote (with each such THL Board Representative having equal
votes) on all matters occasioning action by the Board, such number of votes
equal to the number of directors that such Investors would be entitled to
designate on the as-converted basis mentioned above, minus the one vote of the
Board Representative designated by the GS Investors. The amended Charter must
also provide that each member of the Board shall be elected annually for a one
year term, and shall increase the number of authorized shares of Common Stock to
1,300,000,000 shares. The Purchase Agreement provides that following the
Closing, for so long as shareholders who are unaffiliated with the Investors
(other than the Silver Point Fund and the Silver Point Offshore Fund)
beneficially own at least 5% of the outstanding Common Stock, on a fully diluted
basis, there shall be at least three independent directors serving on the Board.
The Series B Stock and the Series B-1 Stock will pay a cash dividend of 10% or
at the Company's option, it may accrue dividends at a rate of 12.5% in lieu of
paying a cash dividend. Dividends may be accrued for up to five years from the
date of the Transaction. After five years, if the Company is unable to pay the
dividends in cash, dividends will accrue at a rate of 15%. At this time, the
Company expects that dividends will be accrued and not paid in cash for at least
five years. The Series B Stock participates in dividends with the Common Stock
on an as-converted basis. The Series B Stock may be redeemed at the option of
the Company if, after five years from the date of the Transaction, the Common
Stock trades above $15.00 per share, subject to adjustment, for a period of
thirty consecutive trading days. The Series B Stock will be redeemable at the
option of the Investors after ten years and upon a change in control.
Except as described in this Schedule 13D, the Reporting Persons currently have
no plans or proposals which relate to or would result in any transaction, event
or action enumerated in paragraphs (a) through (j) of Item 4 of the form of
Schedule 13D promulgated under the Act.
The description of the Purchase Agreement in this Schedule 13D does not purport
to be complete, and is qualified in its entirety by reference to such agreement,
which is incorporated by reference herein as Exhibit 7.11.
Each of the Reporting Persons reserves the right, in light of its ongoing
evaluation of the Issuer's financial condition, business, operations and
prospects, the market price of the Common Stock, conditions in the
-------------------- -------------------
CUSIP No. 60935Y109 13D Page 12 of 19 Pages
-------------------- -------------------
securities markets generally, general economic and industry conditions, its
business objectives and other relevant factors, to change its plans and
intentions at any time, as it deems appropriate. In particular, any one or more
of the Reporting Persons (and their respective affiliates) reserves the right,
in each case subject to the terms and conditions of the Series B Certificate and
any applicable law, to (i) purchase additional shares of Common Stock or other
securities of the Issuer, (ii) sell or transfer shares of the Series B Stock or
Common Stock or other securities beneficially owned by them from time to time in
public or private transactions, (iii) cause any of the Reporting Persons to
distribute in kind to their respective partners or members, as the case may be,
shares of Series B Stock or Common Stock or other securities owned by such
entities, (iv) enter into privately negotiated derivative transactions with
institutional counterparties to hedge the market risk of some or all of their
positions in the shares of Common Stock, Series B Stock or other securities and
(v) consider participating in a business combination transaction that would
result in an acquisition of all of the Issuer's outstanding Common Stock.
Item 5. Interest in Securities of the Issuer.
(a) The response to Item 4 is incorporated herein by reference.
As of March 28, 2008, Silver Point, Management and Messrs. Mule and O'Shea may
be deemed to beneficially own an aggregate of 4,000,000 shares of Common Stock,
consisting of 10,000 shares of Series B Stock acquired by the Silver Point Fund
and the Silver Point Offshore Fund, which as of March 25, 2008, subject to
certain limitations, are convertible into 4,000,000 shares of Common Stock,
representing in the aggregate approximately 1.03% of the outstanding Common
Stock.
The THL Parties own the other 485,000 shares (97.97%) of Series B Stock, which
as of March 25, 2008, subject to certain limitations, are convertible into
194,000,000 shares of Common Stock. As of March 25, 2008, THL may be deemed to
beneficially own an aggregate of 198,000,000 shares of Common Stock,
representing in the aggregate approximately 50.8% of the outstanding Common
Stock.
As described above, as dividends on the Series B Stock accrue, the number of
shares of Common Stock into which the Series B Stock is convertible will
increase.
As of March 25, 2008, the GS Group may be deemed to beneficially own 272,500
shares of Series B-1 Preferred Stock, which are convertible into 109,000 shares
of Series D Preferred Stock, and are reported as beneficially owned by Goldman
Sachs in their Schedule 13D. These shares are, when not held by of Goldman Sachs
or its affiliates, as of March 25, 2008, subject to certain limitations,
convertible into 109,000,000 shares of Common Stock.
As a result of the matters described in Item 4 above and Item 6 below, the
Reporting Persons may be deemed to constitute a "group," within the meaning of
Section 13(d)(3) of the Act, with the THL Parties and Goldman Sachs. The
Reporting Persons disclaim beneficial ownership of the stock held by the THL
Parties and Goldman Sachs. Neither the filing of this Schedule 13D nor any of
its contents shall be deemed to constitute an admission that the Reporting
Persons or any of their respective affiliates are the beneficial owners of any
of stock beneficially owned by the THL Parties or Goldman Sachs for purposes of
Section 13(d) of the Act or for any other purpose.
(b) Pursuant to the Silver Point Letter Agreement, the Silver Point Fund and the
Silver Point Offshore Fund have appointed Equity Fund as proxy, with the full
power of substitution and authorize Equity Fund to vote all of their shares of
Series B Stock acquired pursuant to the Silver Point Letter Agreement and any
shares into which such shares are converted (the "Purchased Shares"), in such
manner as the other Series B Stock, and any shares into which such shares are
converted, held by the THL Funds are voted.
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CUSIP No. 60935Y109 13D Page 13 of 19 Pages
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Pursuant to the Silver Point Letter Agreement, the Silver Point Fund, the Silver
Point Offshore Fund and the THL Funds have agreed that neither the Silver Point
Fund nor the Silver Point Offshore Fund may sell or transfer any Purchased
Shares unless the THL Funds sell or transfer any Series B Stock or common shares
into which such shares are converted to an unaffiliated third party, then the
Silver Point Fund and the Silver Point Offshore Fund shall collectively sell or
transfer, in the same transaction and on the same terms and conditions, a number
of Purchased Shares equal to the number of shares being sold or transferred by
the THL Funds multiplied by the Applicable Percentage.(1)
(c) The Silver Point Fund and the Silver Point Offshore Fund acquired an
aggregate of 10,000 shares of Series B Stock on March 28, 2008 pursuant to the
Silver Point Letter Agreement, incorporated by reference herein as Exhibit 7.02.
There have been no other transactions involving Common Stock of the Issuer by
the Reporting Persons during the past 60 days. The responses to Items 3 and 4 of
this Schedule 13D are incorporated herein.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
The responses to Items 3, 4 and 5 are incorporated herein by reference.
The THL Funds, Silver Point Fund and Silver Point Offshore Fund are party to the
Silver Point Letter Agreement, dated as of March 28, 2008, whereby certain of
the THL Funds sold 10,000 shares of Series B Stock to the Silver Point Fund and
the Silver Point Offshore Fund, for a purchase price of $1,000 per share. The
Silver Point Letter Agreement also grants Equity Fund a proxy to vote the shares
sold, including consenting to actions under the Shareholders' Agreement (defined
below), and provides for co-exit rights such that the shares of Silver Point
Fund and the Silver Point Offshore Fund must be sold or transferred only when
the THL Funds sell or transfer their shares with specific requirements. Under
the Silver Point Letter Agreement, the Silver Point Fund and the Silver Point
Offshore Fund have agreed to take their pro rata share of certain payments under
the Equity Participation Agreement, dated as of March 17, 2008, between the
Investors (other than the Silver Point Fund and the Silver Point Offshore Fund)
and Wal-Mart Stores, Inc. (incorporated hereto as Exhibit 7.10). This summary of
the Silver Point Letter Agreement does not purport to be complete and is
qualified in its entirety by reference to the Silver Point Letter Agreement,
which is attached hereto as Exhibit 7.02 and incorporated by reference in its
entirety into this Item 6.
The THL Funds and the GS Investors are parties to an Amended and Restated
Shareholders' Agreement, dated as of March 17, 2008 (the "Shareholders'
Agreement"), and on March 28, 2008, the Silver Point Fund and the Silver Point
Offshore Fund executed a joinder to such agreement as a "THL Party"
----------------------
(1) The Applicable Percentage shall be 2.062%, provided, however, if the THL
Funds or their affiliates acquire additional shares of Series B Stock, the
Applicable Percentage will be adjusted, with the resulting Applicable Percentage
being equal to the total number of shares of common stock that have been
received or may be received upon conversion of the Series B Stock held by the
Silver Point Fund and the Silver Point Offshore Fund divided by the total number
of shares of common stock that have been received or may be received upon
conversion of the Series B Stock held by the THL Funds and their affiliates.
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CUSIP No. 60935Y109 13D Page 14 of 19 Pages
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thereunder. On March 31, 2008, the THL Coinvest Entities also joined as parties
to the agreement. The agreement sets forth certain rights and obligations
associated with ownership of securities of the Company. The agreement specifies
that after the Voting Date one of the directors that the Investors are entitled
to elect will be designated by the GS Investors, so long as the GS Investors own
a minimum number of securities, and the number of votes the Board is entitled to
cast is at least eleven, and such director shall be entitled to one vote. The
agreement limits the transfer of shares, such that in the first five years, the
shares may only be transferred to specific parties or pursuant to specific
agreements entered into in connection with the initial Transaction. It contains
an agreement whereby the THL Parties (as defined therein) and the GS Investors
will vote in unison regarding the appointment of directors to the Board. The
agreement also specifies tag-along rights and drag-along rights. This summary of
the Shareholders Agreement does not purport to be complete and is qualified in
its entirety by reference to the Shareholders Agreement, which is attached
hereto as Exhibit 7.03 and incorporated by reference in its entirety into this
Item 6. As described in Item 5(b) above and below, the Silver Point Fund and the
Silver Point Offshore Fund have entered into an agreement whereby the THL Funds
have certain rights to vote and dispose of their shares.
The THL Funds, Goldman Sachs and the Company are also parties to the
Registration Rights Agreement, dated as of March 25, 2008, with respect to the
Series B Stock, the Series B-1 Stock, the Series D Stock and the Common Stock
held by the THL Funds and Goldman Sachs (the "Registrable Securities"). Pursuant
to this Agreement, the Company is required, after a specified holding period, to
use its reasonable best efforts to promptly file with the SEC a shelf
registration statement under the Securities Act of 1933, as amended (the
"Securities Act") relating to the offer and sale of the Registrable Securities.
The Company is obligated to keep such shelf registration statement continuously
effective under the Securities Act until the earlier of (1) the date as of which
all of the Registrable Securities have been sold, (2) the date as of which each
of the holders of the Registrable Securities is permitted to sell its
Registrable Securities without registration pursuant to Rule 144 under the
Securities Act and (3) fifteen years. The holders of the Registrable Securities
are also entitled to five demand registrations and unlimited piggyback
registrations during the term of the Registration Rights Agreement. This summary
of the Registration Rights Agreement does not purport to be complete and is
qualified in its entirety by reference to the Registration Rights Agreement,
which is attached hereto as Exhibit 7.04 and incorporated by reference in its
entirety into this Item 6.
The THL Funds, the Silver Point Fund, the Silver Point Offshore Fund and Goldman
Sachs are parties to that certain Joinder Agreement to Shareholders Agreement,
dated as of March 28, 2008, by and among the THL Funds, Goldman Sachs, the
Silver Point Fund and the Silver Point Offshore Fund ("Silver Point Joinder"),
whereby the Silver Point Fund and Silver Point Offshore were joined to the
Shareholders' Agreement as a "THL Party" thereunder. This summary of the Silver
Point Joinder does not purport to be complete and is qualified in its entirety
by reference to the Silver Point Joinder, which is attached hereto as Exhibit
7.05 and incorporated by reference in its entirety into this Item 6.
The Silver Point Fund, the Silver Point Offshore, the THL Funds, and Goldman
Sachs executed Exhibit A of the Registration Rights Agreement, dated as of March
28, 2008 ("Silver Point Exhibit A"), whereby the Silver Point Fund and the
Silver Point Offshore Fund provided notice to the Company of the acquisition of
shares of Series B Stock from certain of the THL Funds and thereby became a
party thereto. This summary of the Silver Point Exhibit A does not purport to be
complete and is qualified in its entirety by reference to the Silver Point
Exhibit A, which is attached hereto as Exhibit 7.06 and incorporated by
reference in its entirety into this Item 6.
Item 7. Material to be Filed as Exhibits
EXHIBIT 7.01
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CUSIP No. 60935Y109 13D Page 15 of 19 Pages
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Joint Filing Agreement, dated as of April 4, 2008, by and among the Reporting
Persons.
EXHIBIT 7.02
Letter Agreement, by and among the THL Funds, Silver Point Fund and Silver Point
Offshore Fund, dated as of March 28, 2008. (Incorporated by reference from
Exhibit 7.04 to the Company's Schedule 13D filed by the THL Parties April 4,
2008).
EXHIBIT 7.03
Amended and Restated Shareholders Agreement, by and among the THL Funds and the
GS Investors, dated as of March 17, 2008. (Incorporated by reference from
Exhibit 7.02 to the Company's Schedule 13D filed by the THL Parties April 4,
2008).
EXHIBIT 7.04
Registration Rights Agreement, by and among the THL Funds, the GS Investors, and
the Company, dated as of March 25, 2008. (Incorporated by reference from Exhibit
7.03 to the Company's Schedule 13D filed by the THL Parties April 4, 2008).
EXHIBIT 7.05
Joinder Agreement to Shareholders Agreement, by and among the THL Funds, Silver
Point Fund, Silver Point Offshore Fund, and Goldman Sachs, dated as of March 28,
2008. (Incorporated by reference from Exhibit 7.05 to the Company's Schedule 13D
filed by the THL Parties April 4, 2008).
EXHIBIT 7.06
Joinder Agreement to Registration Rights Agreement, by and among the THL Funds,
Silver Point Fund, Silver Point Offshore Fund, and Goldman Sachs, dated as of
March 28, 2008. (Incorporated by reference from Exhibit 7.06 to the Company's
Schedule 13D filed by the THL Parties April 4, 2008).
EXHIBIT 7.07
Certificate of Designations, Preferences and Rights of the Series B
Participating Convertible Preferred Stock of MoneyGram International, Inc.
(Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K
filed by MoneyGram International, Inc. on March 28, 2008).
EXHIBIT 7.08
Certificate of Designations, Preferences and Rights of the Series B-1
Participating Convertible Preferred Stock of MoneyGram International, Inc.
(Incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K
filed by MoneyGram International, Inc. on March 28, 2008).
EXHIBIT 7.09
Certificate of Designations, Preferences and Rights of the Series D
Participating Convertible Preferred Stock of MoneyGram International, Inc.
(Incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K
filed by MoneyGram International, Inc. on March 28, 2008).
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CUSIP No. 60935Y109 13D Page 16 of 19 Pages
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Exhibit 7.10
Amended and Restated Wal-Mart Equity Participation Agreement, by and between the
Investors and Wal-Mart Stores, Inc., dated as of March 17, 2008. (Incorporated
by reference from Exhibit 7.10 to the Company's Schedule 13D filed by the THL
Parties April 4, 2008).
Exhibit 7.11
Amended and Restated Purchase Agreement, dated as of March 17, 2008, among
Company, and the several investors party thereto. (Incorporated by reference to
Exhibit 10.1 to the Company's Current Report on Form 8-K filed by MoneyGram
International, Inc, on March 18, 2008).
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CUSIP No. 60935Y109 13D Page 17 of 19 Pages
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SIGNATURES
After reasonable inquiry and to the best of each of the
undersigned's knowledge and belief, each of the undersigned certify that
the information set forth in this statement is true, complete and correct.
Date: April 04, 2008
SILVER POINT CAPITAL, L.P.
By: Silver Point Capital Management, LLC,
Its General Partner
By: /s/ Frederick H. Fogel
----------------------------------------------
Name: Frederick H. Fogel
Its: Authorized Signatory
SILVER POINT CAPITAL MANAGEMENT, LLC
By: /s/ Frederick H. Fogel
----------------------------------------------
Name: Frederick H. Fogel
Its: Authorized Signatory
/s/ Edward A. Mule
---------------------------------------------------
Edward A. Mule, individually
/s/ Robert J. O'Shea
---------------------------------------------------
Robert J. O'Shea, individually
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CUSIP No. 60935Y109 13D Page 18 of 19 Pages
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Exhibit 7.01
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13D
The undersigned hereby agree as follows:
(a) Each of them is individually eligible to use the Schedule 13D to
which this Exhibit is attached, and such Schedule 13D is filed on
behalf of each of them; and
(b) Each of them is responsible for the timely filing of such Schedule
13D and any amendments thereto, and for the completeness and
accuracy of the information concerning such person contained
therein; but none of them is responsible for the completeness or
accuracy of the information concerning the other persons making the
filing, unless such person knows or has reason to believe that such
information is inaccurate.
Date: April 04, 2008
SILVER POINT CAPITAL, L.P.
By: Silver Point Capital Management, LLC,
Its General Partner
By: /s/ Frederick H. Fogel
------------------------------------------
Name: Frederick H. Fogel
Its: Authorized Signatory
SILVER POINT CAPITAL MANAGEMENT, LLC
By: /s/ Frederick H. Fogel
------------------------------------------
Name: Frederick H. Fogel
Its: Authorized Signatory
/s/ Edward A. Mule
----------------------------------------------
Edward A. Mule, individually
/s/ Robert J. O'Shea
----------------------------------------------
Robert J. O'Shea, individually