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Filed pursuant to Rule 433
Registration No. 333-171151
MoneyGram International Announces Secondary Offering
DALLAS (Nov. 14, 2011) 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 MoneyGrams
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 MoneyGrams 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 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. MoneyGrams 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 Companys 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 managements 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 Companys 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 Companys 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.
Contacts
Media:
Patty Sullivan
214-303-9923
media@moneygram.com
Investors:
Alex Holmes
214-999-7505
aholmes@moneygram.com