0001140361-19-020646.txt : 20191114 0001140361-19-020646.hdr.sgml : 20191114 20191114192136 ACCESSION NUMBER: 0001140361-19-020646 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20191112 FILED AS OF DATE: 20191114 DATE AS OF CHANGE: 20191114 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THOMAS H. LEE ADVISORS, LLC CENTRAL INDEX KEY: 0001260943 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31950 FILM NUMBER: 191222055 BUSINESS ADDRESS: STREET 1: C/O THOMAS H. LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6172271050 MAIL ADDRESS: STREET 1: C/O THOMAS H. LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 FORMER NAME: FORMER CONFORMED NAME: LEE THOMAS H ADVISORS LLC DATE OF NAME CHANGE: 20030822 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Thomas H. Lee Equity Fund VI, L.P. CENTRAL INDEX KEY: 0001375668 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31950 FILM NUMBER: 191222056 BUSINESS ADDRESS: STREET 1: 100 FEDRAL STREET STREET 2: FLOOR 35 CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617 227-1050 MAIL ADDRESS: STREET 1: 100 FEDRAL STREET STREET 2: FLOOR 35 CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Thomas H. Lee Parallel Fund VI, L.P. CENTRAL INDEX KEY: 0001375663 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31950 FILM NUMBER: 191222057 BUSINESS ADDRESS: STREET 1: 100 FEDRAL STREET STREET 2: FLOOR 35 CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617 227-1050 MAIL ADDRESS: STREET 1: 100 FEDRAL STREET STREET 2: FLOOR 35 CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Thomas H. Lee Parallel (DT) Fund VI, L.P. CENTRAL INDEX KEY: 0001429870 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31950 FILM NUMBER: 191222058 BUSINESS ADDRESS: STREET 1: 100 FEDERAL STREET STREET 2: C/O THOMAS H. LEE PARTNERS, L.P. CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6172271050 MAIL ADDRESS: STREET 1: 100 FEDERAL STREET STREET 2: C/O THOMAS H. LEE PARTNERS, L.P. CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THL Equity Fund VI Investors (MoneyGram), LLC CENTRAL INDEX KEY: 0001604099 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31950 FILM NUMBER: 191222059 BUSINESS ADDRESS: STREET 1: C/O THOMAS H. LEE PARNTERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617 227-1050 MAIL ADDRESS: STREET 1: C/O THOMAS H. LEE PARNTERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THL Coinvestment Partners, L.P. CENTRAL INDEX KEY: 0001429869 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31950 FILM NUMBER: 191222060 BUSINESS ADDRESS: STREET 1: 100 FEDERAL STREET STREET 2: C/O THOMAS H. LEE PARTNERS, L.P. CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6172271050 MAIL ADDRESS: STREET 1: 100 FEDERAL STREET STREET 2: C/O THOMAS H. LEE PARTNERS, L.P. CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THL Operating Partners, L.P. CENTRAL INDEX KEY: 0001429868 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31950 FILM NUMBER: 191222061 BUSINESS ADDRESS: STREET 1: 100 FEDERAL STREET STREET 2: C/O THOMAS H. LEE PARTNERS, L.P. CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6172271050 MAIL ADDRESS: STREET 1: 100 FEDERAL STREET STREET 2: C/O THOMAS H. LEE PARTNERS, L.P. CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THL Managers VI, LLC CENTRAL INDEX KEY: 0001604098 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31950 FILM NUMBER: 191222062 BUSINESS ADDRESS: STREET 1: C/O THOMAS H. LEE PARNTERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617 227-1050 MAIL ADDRESS: STREET 1: C/O THOMAS H. LEE PARNTERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Great-West Investors LP CENTRAL INDEX KEY: 0001604101 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31950 FILM NUMBER: 191222063 BUSINESS ADDRESS: STREET 1: C/O THOMAS H. LEE PARNTERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617 227-1050 MAIL ADDRESS: STREET 1: C/O THOMAS H. LEE PARNTERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Putnam Investments Employees' Securities Co III LLC CENTRAL INDEX KEY: 0001545929 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31950 FILM NUMBER: 191222064 BUSINESS ADDRESS: STREET 1: C/O THOMAS H.LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617 -227-1050 MAIL ADDRESS: STREET 1: C/O THOMAS H.LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 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 4 1 form4.xml FORM 4 X0306 4 2019-11-12 0001273931 MONEYGRAM INTERNATIONAL INC MGI 0001260943 THOMAS H. LEE ADVISORS, LLC C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 true 0001375668 Thomas H. Lee Equity Fund VI, L.P. C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 true 0001375663 Thomas H. Lee Parallel Fund VI, L.P. C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 true 0001429870 Thomas H. Lee Parallel (DT) Fund VI, L.P. C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 true 0001604099 THL Equity Fund VI Investors (MoneyGram), LLC C/O THOMAS H. LEE PARNTERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 true 0001429869 THL Coinvestment Partners, L.P. C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 true 0001429868 THL Operating Partners, L.P. C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 true 0001604098 THL Managers VI, LLC C/O THOMAS H. LEE PARNTERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 true 0001604101 Great-West Investors LP C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 true 0001545929 Putnam Investments Employees' Securities Co III LLC C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 true Common Stock 2019-11-12 4 J 0 23707852 0 D 30006 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 99.1 for text of footnote (5). See Exhibit 99.1 for text of footnote (6). Exhibit 99.1 and Exhibit 99.2 (Joint Filer Information) are incorporated herein by reference. Thomas H. Lee Advisors, LLC By: THL Holdco, LLC, its managing member By: /s/ Charles P. Holden Name: Charles P. Holden Title: Managing Director 2019-11-14 EX-99.1 2 ex99_1.htm EXHIBIT 99.1
Exhibit 99.1

Name and Address of Reporting Person:
Thomas H. Lee Advisors, LLC
 
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Issuer Name and Ticker or Trading Symbol:
MoneyGram International Inc. [MGI]
   
Date of Earliest Transaction Required to be
  
Reported (Month/Day/Year):
November 12, 2019

Footnotes to Form 4

(1) This report is being filed by the following Reporting Persons:  Thomas H. Lee Advisors, LLC (“THL Advisors”), Thomas H. Lee Equity Fund VI, L.P. (“Equity”), Thomas H. Lee Parallel Fund VI, L.P. (“Parallel”), Thomas H. Lee Equity Parallel (DT) Fund VI, L.P. (“DT”), THL Equity Fund VI Investors (MoneyGram), LLC (“Investors”), THL Coinvestment Partners, L.P. (“Coinvest”), THL Managers VI, LLC (“Managers”), THL Operating Partners, L.P. (“Operating” together with Equity, Parallel, DT, Investors, Coinvest, the “THL Funds”), Great-West Investors, L.P. (“Great West”) and Putnam Investments Employees’ Securities Company III, LLC (“Putnam III”).

(2) THL Advisors is the general partner of Thomas H. Lee Partners, L.P. (“THL Partners”), which in turn is (a) the general partner of Coinvest and Operating, (b) the managing member of Managers and (c) the sole member of THL Equity Advisors VI, LLC which in turn is the general partner of Equity, Parallel and DT and the managing member of Investors. THL Advisors is the attorney-in-fact of Great West and Putnam Investments, LLC, which is the managing member of Putnam Investments Holdings, LLC which in turn is the managing member of Putnam III. Due to contractual relationships with THL Partners, Great West and Putnam III are required to sell securities pro rata with the THL Funds.

(3) Each of the Reporting Persons disclaims beneficial ownership of the securities listed in this report, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for the purpose of Section 16 or for any other purpose, except to the extent of such Reporting Person’s pecuniary interest therein.

(4) Represents all of the shares of common stock of the Issuer directly owned by the THL Funds, Great-West and Putnam III and distributed for no consideration on a pro rata basis as follows: 18,461,622 shares to certain third-party limited partners of the THL Funds; and 5,246,230 shares to certain affiliates of the THL Funds, which shares are subject to a 15-trading day lock-up period.

(5) Following the distributions, no shares of common stock of the Issuer are owned by the THL Funds.

(6) Represents shares of common stock of the Issuer directly held by Managers.



 EX-99.2 3 ex99_2.htm EXHIBIT 99.2
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
Thomas H. Lee Equity Fund VI, L.P.
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
MoneyGram International Inc. [MGI]
   
Date of Earliest Transaction Required to be
  
Reported (Month/Day/Year):
November 12, 2019
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:

THOMAS H. LEE EQUITY FUND VI, L.P.
By: THL Equity Advisors VI, LLC, its General Partner
By: Thomas H. Lee Partners, L.P., its Sole Member
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member

By:
 /s/ Charles P. Holden  
 
Name: Charles P. Holden
 
Title:  Managing Director

Dated:  November 14, 2019

Exhibit 99.2

Joint Filer Information

(continued)

Name of Joint Filer:
Thomas H. Lee Parallel Fund VI, L.P.
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
MoneyGram International Inc. [MGI]
   
Date of Earliest Transaction Required to be
  
Reported (Month/Day/Year):
November 12, 2019
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:

THOMAS H. LEE PARALLEL FUND VI, L.P.
By: THL Equity Advisors VI, LLC, its General Partner
By: Thomas H. Lee Partners, L.P., its Sole Member
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member

By:
 /s/ Charles P. Holden  
 
Name: Charles P. Holden
 
Title:  Managing Director

Dated: November 14, 2019

Exhibit 99.2

Joint Filer Information

(continued)

Name of Joint Filer:
Thomas H. Lee Parallel (DT) Fund VI, L.P.
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
MoneyGram International Inc. [MGI]
   
Date of Earliest Transaction Required to be
  
Reported (Month/Day/Year):
November 12, 2019
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:

THOMAS H. LEE PARALLEL (DT) FUND VI, L.P.
By: THL Equity Advisors VI, LLC, its General Partner
By: Thomas H. Lee Partners, L.P., its Sole Member
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member

By:
 /s/ Charles P. Holden  
 
Name: Charles P. Holden
 
Title:  Managing Director

Dated: November 14, 2019

Exhibit 99.2

Joint Filer Information

(continued)

Name of Joint Filer:
THL Equity Fund VI Investors (MoneyGram), LLC
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
MoneyGram International Inc. [MGI]
   
Date of Earliest Transaction Required to be
  
Reported (Month/Day/Year):
November 12, 2019
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:

THL EQUITY FUND VI IVNESTORS (MONEYGRAM), LLC
By: THL Equity Advisors VI, LLC, its manager
By: Thomas H. Lee Partners, L.P., its General Partner
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member

By:
 /s/ Charles P. Holden  
 
Name: Charles P. Holden
 
Title:  Managing Director

Dated: November 14, 2019

Exhibit 99.2

Joint Filer Information

(continued)

Name of Joint Filer:
THL Coinvestment Partners, L.P.
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
MoneyGram International Inc. [MGI]
   
Date of Earliest Transaction Required to be
  
Reported (Month/Day/Year):
November 12, 2019
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:

THL COINVESTMENT PARTNERS, L.P.
By: Thomas H. Lee Partners, L.P., its General Partner
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member

By:
 /s/ Charles P. Holden  
 
Name: Charles P. Holden
 
Title:  Managing Director

Dated: November 14, 2019

Exhibit 99.2

Joint Filer Information

(continued)


Name of Joint Filer:
THL Operating Partners, L.P.
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
MoneyGram International Inc. [MGI]
   
Date of Earliest Transaction Required to be
  
Reported (Month/Day/Year):
November 12, 2019
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:

THL OPERATING PARTNERS, L.P.
By: Thomas H. Lee Partners, L.P., its General Partner
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member

By:
 /s/ Charles P. Holden  
 
Name: Charles P. Holden
 
Title:  Managing Director

Dated: November 14, 2019

Exhibit 99.2

Joint Filer Information

(continued)

Name of Joint Filer:
THL Mangers VI, LLC
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
MoneyGram International Inc. [MGI]
   
Date of Earliest Transaction Required to be
  
Reported (Month/Day/Year):
November 12, 2019
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:

THL MANAGERS VI, LLC
By: Thomas H. Lee Partners, L.P., its Managing Member
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member

By:
 /s/ Charles P. Holden  
 
Name: Charles P. Holden
 
Title:  Managing Director

Dated: November 14, 2019

Exhibit 99.2

Joint Filer Information


Name of Joint Filer:
Great-West Investors, LP
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
MoneyGram International Inc. [MGI]
   
Date of Earliest Transaction Required to be
  
Reported (Month/Day/Year):
November 12, 2019
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:

GREAT-WEST INVESTORS, LP
By: Thomas H. Lee Advisors, LLC, its Attorney-in-Fact
By: THL Holdco, LLC, its Managing Member

By:
 /s/ Charles P. Holden  
 
Name: Charles P. Holden
 
Title:  Managing Director

Dated: November 14, 2019

Exhibit 99.2

Joint Filer Information

(continued)

Name of Joint Filer:
Putnam Investments Employees’ Securities Company III, LLC
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
MoneyGram International Inc. [MGI]
   
Date of Earliest Transaction Required to be
  
Reported (Month/Day/Year):
November 12, 2019
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:

PUTNAM INVESTMENTS EMPLOYEES’ SECURITIES COMPANY III, LLC
By: Putnam Investment Holdings, LLC, its Managing Member
By: Putnam Investments, LLC, its Managing Member
By: Thomas H. Lee Advisors, LLC, its Attorney-in-Fact
By: THL Holdco, LLC, its Managing Member

By:
 /s/ Charles P. Holden  
 
Name: Charles P. Holden
 
Title:  Managing Director

Dated: November 14, 2019