0001140361-14-015878.txt : 20140404 0001140361-14-015878.hdr.sgml : 20140404 20140404174720 ACCESSION NUMBER: 0001140361-14-015878 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20140402 FILED AS OF DATE: 20140404 DATE AS OF CHANGE: 20140404 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GSCP VI Offshore Advisors, L.L.C. CENTRAL INDEX KEY: 0001394278 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31950 FILM NUMBER: 14746958 BUSINESS ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS Capital Partners VI Parallel LP CENTRAL INDEX KEY: 0001386577 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31950 FILM NUMBER: 14746959 BUSINESS ADDRESS: STREET 1: 85 Broad St CITY: New York STATE: NY ZIP: 10004 MAIL ADDRESS: STREET 1: 85 Broad St CITY: New York STATE: NY ZIP: 10004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS Capital Partners VI Fund, L.P. CENTRAL INDEX KEY: 0001394287 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31950 FILM NUMBER: 14746962 BUSINESS ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS Advisors VI, L.L.C. CENTRAL INDEX KEY: 0001394288 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31950 FILM NUMBER: 14746964 BUSINESS ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GSCP VI Advisors, L.L.C. CENTRAL INDEX KEY: 0001394286 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31950 FILM NUMBER: 14746965 BUSINESS ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS & CO CENTRAL INDEX KEY: 0000769993 STATE OF INCORPORATION: NY FISCAL YEAR END: 1127 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31950 FILM NUMBER: 14746966 BUSINESS ADDRESS: STREET 1: 200 WEST STREET STREET 2: C/O GOLDMAN SACHS & CO CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP INC CENTRAL INDEX KEY: 0000886982 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31950 FILM NUMBER: 14746967 BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 FORMER NAME: FORMER CONFORMED NAME: GOLDMAN SACHS GROUP INC/ DATE OF NAME CHANGE: 20010104 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MONEYGRAM INTERNATIONAL INC CENTRAL INDEX KEY: 0001273931 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 161690064 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2828 N. HARWOOD STREET, 15TH FLOOR CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2149997640 MAIL ADDRESS: STREET 1: 2828 N. HARWOOD STREET, 15TH FLOOR CITY: DALLAS STATE: TX ZIP: 75201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOLDMAN, SACHS MANAGEMENT GP GMBH CENTRAL INDEX KEY: 0001232073 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31950 FILM NUMBER: 14746963 BUSINESS ADDRESS: STREET 1: MESSERTURM STREET 2: FRIEDRICH-EBERT-ANLAGE 49 CITY: FRANKFURT AM MAIN, 2M 60323 STATE: 2M ZIP: 00000 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: MESSERTURM STREET 2: FRIEDRICH-EBERT-ANLAGE 49 CITY: FRANKFURT AM MAIN, 2M 60323 STATE: 2M ZIP: 00000 FORMER NAME: FORMER CONFORMED NAME: GOLDMAN SACHS MANAGEMENT GP GMBH DATE OF NAME CHANGE: 20030509 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS Capital Partners VI GmbH & Co KG CENTRAL INDEX KEY: 0001386557 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31950 FILM NUMBER: 14746960 BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: New York STATE: NY ZIP: 10282 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: New York STATE: NY ZIP: 10282 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS Capital Partners VI Offshore Fund, L.P. CENTRAL INDEX KEY: 0001394285 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31950 FILM NUMBER: 14746961 BUSINESS ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 4 1 doc1.xml FORM 4 X0306 4 2014-04-02 0 0001273931 MONEYGRAM INTERNATIONAL INC MGI 0000886982 GOLDMAN SACHS GROUP INC 200 WEST STREET NEW YORK NY 10282 0 0 1 1 See (1), (2) and (4) 0000769993 GOLDMAN SACHS & CO 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001394286 GSCP VI Advisors, L.L.C. 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001394288 GS Advisors VI, L.L.C. 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001232073 GOLDMAN, SACHS MANAGEMENT GP GMBH MESSETURM FRIEDRICH-EBERT-ANLAGE 49 FRANKFURT AM MAIN 60323 2M 2M 0000 GERMANY 0 0 1 0 0001394287 GS Capital Partners VI Fund, L.P. 200 WEST STREET NEW YORK NY 10282-2198 0 0 1 0 0001394285 GS Capital Partners VI Offshore Fund, L.P. 200 WEST STREET NEW YORK NY 10282 0 0 1 1 See footnotes (1), (2) and (3) 0001386557 GS Capital Partners VI GmbH & Co KG 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001386577 GS Capital Partners VI Parallel LP 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001394278 GSCP VI Offshore Advisors, L.L.C. 200 WEST STREET NEW YORK NY 10282 0 0 1 0 Common Stock, par value $0.01 28128 I See footnotes Series D Part. Conv. Pref. Stk., par value $0.01 2014-04-02 4 S 0 37957.5680 16.00 D Common Stock 4744696 71281.903 I See footnotes See Exhibit 99.1 for text of footnote 1. See Exhibit 99.1 for text of footnote 2. See Exhibit 99.1 for text of footnote 3. See Exhibit 99.1 for text of footnote 4. See Exhibit 99.2 2014-04-04 EX-99.1 2 misc1.htm MISCELLANEOUS EXHIBITS Unassociated Document
 
 
Exhibit 99.1
 
FOOTNOTES
 
1.
This statement is being filed by The Goldman Sachs Group, Inc. (“GS Group”), Goldman, Sachs & Co. (“Goldman Sachs”), GSCP VI Advisors, L.L.C. (“GSCP Advisors”), GSCP VI Offshore Advisors, L.L.C. (“GSCP Offshore Advisors”), GS Advisors VI, L.L.C. (“GS Advisors”), Goldman, Sachs Management GP GmbH (“GS GmbH”), GS Capital Partners VI Fund, L.P. (“GS Capital”), GS Capital Partners VI Offshore Fund, L.P. (“GS Offshore”), GS Capital Partners VI GmbH & Co. KG (“GS Germany”), GS Capital Partners VI Parallel, L.P. (“GS Parallel”), GS Mezzanine Partners V Onshore Fund, L.L.C. (“GS Mezzanine Onshore GP”), GS Mezzanine Partners V Institutional Fund, L.L.C. (“GS Mezzanine Institutional GP”), GS Mezzanine Partners V Offshore Fund, L.L.C. (“GS Mezzanine Offshore GP”), GS Mezzanine Partners V Onshore Fund, L.P. (“GS Mezzanine Onshore”), GS Mezzanine Partners V Institutional Fund, L.P. (“GS Mezzanine Institutional”), GS Mezzanine Partners V Offshore Fund, L.P. (“GS Mezzanine Offshore”), GSMP V Onshore US, Ltd. (“GSMP Onshore”), GSMP V Institutional US, Ltd. (“GSMP Institutional”), and GSMP V Offshore US, Ltd. (“GSMP Offshore” and, together with the foregoing entities, the “Reporting Persons”).  GS Capital, GS Offshore, GS Parallel, GS Germany, GSMP Onshore, GSMP Institutional, and GSMP Offshore are referred to herein as the “GS Investors.”  Goldman Sachs is a wholly-owned subsidiary of GS Group.  Goldman Sachs also serves as the manager and the investment manager of certain of the Reporting Persons other than GS Group.  Neither the present filing nor anything contained herein shall be construed as an admission that any Reporting Person constitutes a “person” for any purpose other than for compliance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Due to the electronic system’s limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.
   
2.
In accordance with the Amended and Restated Certificate of Designations, Preferences and Rights of the Series D Participating Convertible Preferred Stock (the “Series D Preferred Stock”), the Series D Preferred Stock is convertible into shares of common stock (“Common Stock”) of MoneyGram International, Inc. (the “Company”) by a holder (other than the Reporting Persons and their affiliates) who receives such shares by means of (i) a widespread public distribution, (ii) a transfer to an underwriter for the purpose of conducting a widespread public distribution, (iii) a transfer in which no transferee (or group of associated transferees) would receive 2% or more of any class of voting securities of the Company, or (iv) a transfer to a transferee that would control more than 50% of the voting securities of the Company without any transfer from such transferor or its affiliates, as applicable (each of (i) – (iv), a “Widely Dispersed Offering”).  The number of shares of Common Stock to be issued upon conversion shall be determined by multiplying each share of Series D Preferred Stock by 125.  The Series D Preferred Stock is non-voting while held by the GS Investors or their affiliates, and while held by any holder who receives such shares by means other than a Widely Dispersed Offering.  The Reporting Persons may be deemed to be a member of a “group” within the meaning of Section 13(d)(3) of the Exchange Act, with Thomas H. Lee Partners, L.P. (“THL”) and may be deemed to beneficially own the Common Stock deemed to be beneficially owned or able to be acquired within 60 days by THL.
   
3.
Pursuant to an underwriting agreement, dated March 27, 2014 (the “Underwriting Agreement”), by and among Goldman, Sachs, Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC (together with several underwriters named in Schedule II thereto, the “Underwriters”), the Company and the selling stockholders named in Schedule I thereto (the “Selling Stockholders”), the Underwriters agreed to purchase from the Selling Stockholders and the Selling Stockholders agreed to sell to the Underwriters an aggregate of 8,000,000 shares of Common Stock (the “Sale”), which aggregate amount includes 35,337.5520 shares of Series D Preferred Stock held by the Reporting Persons, which were converted pursuant to the terms of the Series D Preferred Stock into 4,417,194 shares of Common Stock in the Sale.  In addition, pursuant to the Underwriting Agreement, the Underwriters exercised an option to sell an additional shares of Series D Preferred Stock (the “Over-Allotment Option”), resulting in the sale by the Reporting Persons of an additional 2,620.0160 shares of Series D Preferred Stock (which shares converted into 327,502 shares of Common Stock.
   
 
Pursuant to the final prospectus filed by the Company on March 28, 2014, the public offering price in the public offering of Common Stock by the Company was $16.50 per share of Common Stock and the underwriting discount was $0.50 per share of Common Stock.  Pursuant to the Underwriting Agreement, the Underwriters agreed to purchase 8,000,000 shares of Common Stock in the Sale and have exercised the Over-Allotment Option in such Sale.  Accordingly, the Reporting Persons sold an aggregate of 37,957.5680 shares of Series D Preferred Stock (which shares converted into 4,744,696 shares of Common Stock in such Sale to the Underwriters and received a price per share of Common Stock of $16.00 (which is net of underwriting discounts and commissions) for an aggregate amount of $75,915,136.
   
4.
As of April 2, 2014, GS Group may be deemed to beneficially own an aggregate of 8,938,362 shares of Common Stock, consisting of (i) 71,281.9038 shares of Series D Preferred Stock acquired in connection with the May 18, 2011 recapitalization of the Company, which are convertible by a holder, other than the Reporting Persons or their affiliates, that receives such shares by means of a Widely Dispersed Offering, subject to certain limitations, into 8,910,234 shares of Common Stock and (ii) 28,128 shares of Common Stock held directly by Goldman Sachs.
   
 
As of April 2, 2014, Goldman Sachs may be deemed to beneficially own an aggregate of 8,693,127 shares of Common Stock, consisting of (i) 69,320.0184 shares of Series D Preferred Stock acquired in connection with the May 18, 2011 recapitalization of the Company, which are convertible by a holder, other than the Reporting Persons or their affiliates, that receives such shares by means of a Widely Dispersed Offering, subject to certain limitations, into 8,664,999 shares of Common Stock and (ii) 28,128 shares of Common Stock held directly by Goldman Sachs.  Goldman Sachs also has open short positions of 3,391 shares of Common Stock.
   
 
As of April 2, 2014, GS Capital and its sole general partner GSCP Advisors may each be deemed to beneficially own an aggregate of 3,235,793 shares of Common Stock, consisting of 25,886.3479 shares of Series D Preferred Stock which are convertible by a holder, other than the Reporting Persons or their affiliates, that receives such shares by means of a Widely Dispersed Offering, subject to certain limitations, into 3,235,793 shares of Common Stock.
   
 
As of April 2, 2014, GS Offshore and its sole general partner GSCP Offshore Advisors may each be deemed to beneficially own an aggregate of 2,691,419 shares of Common Stock, consisting of 21,531.3522 shares of Series D Preferred Stock which are convertible by a holder, other than the Reporting Persons or their affiliates, that receives such shares by means of a Widely Dispersed Offering, subject to certain limitations, into 2,691,419 shares of Common Stock.
   
 
As of April 2, 2014, GS Advisors, the sole general partner of GS Parallel and the managing limited partner of GS Germany, may be deemed to beneficially own an aggregate of 1,004,787 shares of Common Stock, consisting of 8,038.3018 shares of Series D Preferred Stock, which are convertible by a holder, other than the Reporting Persons or their affiliates, that receives such shares by means of  a Widely Dispersed Offering into 1,004,787 shares of Common Stock.
   
 
As of April 2, 2014, GS Parallel may be deemed to beneficially own an aggregate of 889,787 shares of Common Stock, consisting of 7,118.2996 shares of Series D Preferred Stock which are convertible by a holder, other than the Reporting Persons or their affiliates, that receives such shares by means of a Widely Dispersed Offering, subject to certain limitations, into 889,787 shares of Common Stock.
   
 
As of April 2, 2014, GS Germany and its sole general partner GS GmbH may each be deemed to beneficially own an aggregate of 115,000 shares of Common Stock, consisting of 920.0022 shares of Series D Preferred Stock which are convertible by a holder, other than the Reporting Persons or their affiliates, that receives such shares by means of a Widely Dispersed Offering, subject to certain limitations, into 115,000 shares of Common Stock.
   
 
As of April 2, 2014, GS Mezzanine Onshore, its sole general partner GS Mezzanine Onshore GP, and GSMP Onshore, of which GS Mezzanine Onshore is the sole shareholder, may each be deemed to beneficially own an aggregate of 668,823 shares of Common Stock, consisting of 5,350.5889 shares of Series D Preferred Stock which are convertible by a holder, other than the Reporting Persons or their affiliates, that receives such shares by means of a Widely Dispersed Offering, subject to certain limitations, into 668,823 shares of Common Stock.
   
 
As of April 2, 2014, GS Mezzanine Institutional, its sole general partner GS Mezzanine Institutional GP and GSMP Institutional, of which GS Mezzanine Institutional is the sole shareholder, may each be deemed to beneficially own an aggregate of 64,839 shares of Common Stock, consisting of 518.7197 shares of Series D Preferred Stock which are convertible by a holder, other than the Reporting Persons or their affiliates, that receives such shares by means of a Widely Dispersed Offering, subject to certain limitations, into 64,839 shares of Common Stock.
   
 
As of April 2, 2014, GS Mezzanine Offshore, its sole general partner GS Mezzanine Offshore GP and GSMP Offshore may each be deemed to beneficially own an aggregate of 999,338 shares of Common Stock, consisting of 7,994.7079 shares of Series D Preferred Stock which are convertible by a holder, other than the Reporting Persons or their affiliates, that receives such shares by means of a Widely Dispersed Offering, subject to certain limitations, into 999,338 shares of Common Stock.
   
 
The Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein.

EX-99.2 3 misc2.htm MISCELLANEOUS EXHIBITS Unassociated Document
 
 
Exhibit 99.2
SIGNATURES


Dated: April 4, 2014

       
THE GOLDMAN SACHS GROUP, INC.
  
     
By:
  
/s/ Kevin P. Treanor
  
Name:
  
Kevin P. Treanor
  
Title:
  
Attorney-in-fact
  

       
GOLDMAN, SACHS & CO.
  
     
By:
  
/s/ Kevin P. Treanor
  
Name:
  
Kevin P. Treanor
  
Title:
  
Attorney-in-fact
  

       
GS CAPITAL PARTNERS VI FUND, L.P.
  
     
By:
  
/s/ Kevin P. Treanor
  
Name:
  
Kevin P. Treanor
  
Title:
  
Attorney-in-fact
  

       
GSCP VI ADVISORS, L.L.C.
  
     
By:
  
/s/ Kevin P. Treanor
  
Name:
  
Kevin P. Treanor
  
Title:
  
Attorney-in-fact
  

       
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
  
     
By:
  
/s/ Kevin P. Treanor
  
Name:
  
Kevin P. Treanor
  
Title:
  
Attorney-in-fact
  

       
GSCP VI OFFSHORE ADVISORS, L.L.C.
  
     
By:
  
/s/ Kevin P. Treanor
  
Name:
  
Kevin P. Treanor
  
Title:
  
Attorney-in-fact
  


       
GS CAPITAL PARTNERS VI PARALLEL, L.P.
  
     
By:
  
/s/ Kevin P. Treanor
  
Name:
  
Kevin P. Treanor
  
Title:
  
Attorney-in-fact
  

       
GS ADVISORS VI, L.L.C.
   
By:
  
/s/ Kevin P. Treanor
  
Name:
  
Kevin P. Treanor
  
Title:
  
Attorney-in-fact
  
       

       
GS CAPITAL PARTNERS VI GMBH & CO. KG
  
     
By:
  
/s/ Kevin P. Treanor
  
Name:
  
Kevin P. Treanor
  
Title:
  
Attorney-in-fact
  

       
GOLDMAN, SACHS MANAGEMENT GP GMBH
  
     
By:
  
/s/ Kevin P. Treanor
  
Name:
  
Kevin P. Treanor
  
Title:
  
Attorney-in-fact