-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DdU8pMrX/gFV2jkLjrVOUcAr25F3TskehMoToChhDFKtU4Im1IM/qsfv0C9+AKKe bZXY7Oal/UCbbXerjnYRDw== 0000895345-08-000237.txt : 20080404 0000895345-08-000237.hdr.sgml : 20080404 20080404172851 ACCESSION NUMBER: 0000895345-08-000237 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 25 FILED AS OF DATE: 20080404 DATE AS OF CHANGE: 20080404 GROUP MEMBERS: GOLDMAN, SACHS & CO. GROUP MEMBERS: GOLDMAN, SACHS MANAGEMENT GP GMBH GROUP MEMBERS: GS ADVISORS VI, L.L.C. GROUP MEMBERS: GS CAPITAL PARTNERS VI FUND, L.P. GROUP MEMBERS: GS CAPITAL PARTNERS VI GMBH & CO. KG GROUP MEMBERS: GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P. GROUP MEMBERS: GS CAPITAL PARTNERS VI PARALLEL, L.P. GROUP MEMBERS: GS MEZZANINE PARTNERS V INSTITUTIONAL FUND L.L.C. GROUP MEMBERS: GS MEZZANINE PARTNERS V INSTITUTIONAL FUND, L.P. GROUP MEMBERS: GS MEZZANINE PARTNERS V OFFSHORE FUND, L.L.C. GROUP MEMBERS: GS MEZZANINE PARTNERS V OFFSHORE FUND, L.P. GROUP MEMBERS: GS MEZZANINE PARTNERS V ONSHORE FUND, L.L.C. GROUP MEMBERS: GS MEZZANINE PARTNERS V ONSHORE FUND, L.P. GROUP MEMBERS: GSCP VI ADVISORS, L.L.C. GROUP MEMBERS: GSCP VI OFFSHORE ADVISORS, L.L.C. GROUP MEMBERS: GSMP V INSTITUTIONAL US, LTD. GROUP MEMBERS: GSMP V OFFSHORE US, LTD. GROUP MEMBERS: GSMP V ONSHORE US, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MONEYGRAM INTERNATIONAL INC CENTRAL INDEX KEY: 0001273931 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 161690064 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-80431 FILM NUMBER: 08741398 BUSINESS ADDRESS: STREET 1: 1550 UTICA AVENUE SOUTH CITY: MINNEAPOLIS STATE: MN ZIP: 55416 BUSINESS PHONE: 9525913000 MAIL ADDRESS: STREET 1: 1550 UTICA AVENUE SOUTH CITY: MINNEAPOLIS STATE: MN ZIP: 55416 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP INC CENTRAL INDEX KEY: 0000886982 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 134019460 STATE OF INCORPORATION: DE FISCAL YEAR END: 1124 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 FORMER COMPANY: FORMER CONFORMED NAME: GOLDMAN SACHS GROUP INC/ DATE OF NAME CHANGE: 20010104 SC 13D 1 ds13d-gsgroup_moneygram.htm SCHEDULE 13D ds13d-gsgroup_moneygram.htm
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. __)
*

MoneyGram International, Inc.
(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

60935Y109
(CUSIP Number)

 
Ben I. Adler, Esq.
Goldman, Sachs & Co.
One New York Plaza
New York, New York 10004
(212) 902-1000
 
With a copy to:
 
Robert C. Schwenkel, Esq.
David L. Shaw, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, NY 10004
(212) 859-8000
 
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)

March 25, 2008
(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 §§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 §240.13d-7 for other parties to whom copies are to be sent.
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
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).
 

 
 
CUSIP No.  60935Y109
 13D

1
NAMES OF REPORTING PERSON
 
    The Goldman Sachs Group, Inc.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                                      (a)  o
                                                                                                                       &# 160;                                                                                         (b)  x
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
     AF, WC, OO
 
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                       o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     Delaware
 
NUMBER OF
SHARES
  7
SOLE VOTING POWER
 
    0
 
BENEFICIALLY
OWNED
  8
SHARED VOTING POWER
    
    109,010,906
 
BY EACH
REPORTING
  9
SOLE DISPOSITIVE POWER
 
    0
 
PERSON
WITH
  10
SHARED DISPOSITIVE POWER
 
    109,014,968
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    109,014,968
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                     x
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
    28.0% (1)
 
14
TYPE OF REPORTING PERSON
 
    HC; CO
 
 
 
_____________________
   
(1) 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 17, 2008, as represented by the Issuer in the Purchase Agreement (defined herein), plus (b) 198,000,000 shares of Common Stock issuable upon the conversion of the 495,000 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 in Items 3, 4 and 6 below, if such conversion occurred on March 25, 2008, plus (c) 109,000,000 shares of Common Stock issuable upon the conversion by a holder other than the Reporting Persons or their affiliates, subject to certain limitations, 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 Reporting Persons 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.  The shares of Series B-1 Participating Convertible Preferred Stock held by the Reporting Persons or the shares of Series D participating Convertible Preferred Stock that may be held by the Reporting Persons do not vote as a class with the Common Stock.


 
 
 
CUSIP No.  60935Y109
 13D

1
NAMES OF REPORTING PERSON
 
    Goldman, Sachs & Co.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                                      (a)  o
                                                                                                                      &# 160;                                                                                          (b)  x
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
     AF, WC, OO
 
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                       x
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     New York
 
NUMBER OF
SHARES
  7
SOLE VOTING POWER
 
    0
 
BENEFICIALLY
OWNED
  8
SHARED VOTING POWER
    
    106,010,906
 
BY EACH
REPORTING
  9
SOLE DISPOSITIVE POWER
 
    0
 
PERSON
WITH
  10
SHARED DISPOSITIVE POWER
 
    106,014,968
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    106,014,968
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                     x
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
    27.2%
 
14
TYPE OF REPORTING PERSON
 
    BD; PN; IA
 
 

 

 
 
 
CUSIP No.  60935Y109
 13D

1
NAMES OF REPORTING PERSON
 
    GSCP VI Advisors, L.L.C.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                                      (a)  o
                                                                                                                                                                                                                  (b)  x
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
     AF
 
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                       o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     Delaware
 
NUMBER OF
SHARES
  7
SOLE VOTING POWER
 
    0
 
BENEFICIALLY
OWNED
  8
SHARED VOTING POWER
    
    39,583,851
 
BY EACH
REPORTING
  9
SOLE DISPOSITIVE POWER
 
    0
 
PERSON
WITH
  10
SHARED DISPOSITIVE POWER
 
    39,583,851
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    39,583,851
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                     x
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
    10.2%
 
14
TYPE OF REPORTING PERSON
 
    OO
 
 

 

 
 
CUSIP No.  60935Y109
 13D

1
NAMES OF REPORTING PERSON
 
    GS Capital Partners VI Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                                      (a)  o
                                                                                                                                                                                                                  (b)  x
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
     WC
 
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                       o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     Delaware
 
NUMBER OF
SHARES
  7
SOLE VOTING POWER
 
    0
 
BENEFICIALLY
OWNED
  8
SHARED VOTING POWER
    
    39,583,851
 
BY EACH
REPORTING
  9
SOLE DISPOSITIVE POWER
 
    0
 
PERSON
WITH
  10
SHARED DISPOSITIVE POWER
 
    39,583,851
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    39,583,851
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                     x
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
    10.2%
 
14
TYPE OF REPORTING PERSON
 
    PN
 
 

 

 

 
 
CUSIP No.  60935Y109
 13D

1
NAMES OF REPORTING PERSON
 
    GS Advisors VI, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                                      (a)  o
                                                                                                                   0;                                                                                              (b)  x
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
     AF
 
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                       o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     Delaware
 
NUMBER OF
SHARES
  7
SOLE VOTING POWER
 
    0
 
BENEFICIALLY
OWNED
  8
SHARED VOTING POWER
    
    10,884,884
 
BY EACH
REPORTING
  9
SOLE DISPOSITIVE POWER
 
    0
 
PERSON
WITH
  10
SHARED DISPOSITIVE POWER
 
    10,884,884
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    10,884,884
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                     x
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
    2.8%
 
14
TYPE OF REPORTING PERSON
 
    OO
 
 

 

 
 
CUSIP No.  60935Y109
 13D

1
NAMES OF REPORTING PERSON
 
    GSCP VI Offshore Advisors, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                                      (a)  o
                                                                                                                  0;                                                                                               (b)  x
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
     AF
 
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                       o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     Delaware
 
NUMBER OF
SHARES
  7
SOLE VOTING POWER
 
    0
 
BENEFICIALLY
OWNED
  8
SHARED VOTING POWER
    
    32,924,454
 
BY EACH
REPORTING
  9
SOLE DISPOSITIVE POWER
 
    0
 
PERSON
WITH
  10
SHARED DISPOSITIVE POWER
 
    32,924,454
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    32,924,454
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                     x
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
    8.5%
 
14
TYPE OF REPORTING PERSON
 
    OO
 
 

 

 
 
 
CUSIP No.  60935Y109
 13D

1
NAMES OF REPORTING PERSON
 
    GS Capital Partners VI Offshore Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                                      (a)  o
                                                                                                                &# 160;                                                                                                (b)  x
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
     WC
 
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                       o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     Cayman Islands
 
NUMBER OF
SHARES
  7
SOLE VOTING POWER
 
    0
 
BENEFICIALLY
OWNED
  8
SHARED VOTING POWER
    
    32,924,454
 
BY EACH
REPORTING
  9
SOLE DISPOSITIVE POWER
 
    0
 
PERSON
WITH
  10
SHARED DISPOSITIVE POWER
 
    32,924,454
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    32,924,454
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                     x
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
    8.5%
 
14
TYPE OF REPORTING PERSON
 
    PN
 
 

 

 
 
 
CUSIP No.  60935Y109
 13D

1
NAMES OF REPORTING PERSON
 
    Goldman, Sachs Management GP GmbH
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                                      (a)  o
                                                                                                               0;                                                                                                  (b)  x
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
     AF
 
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                       o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     Germany
 
NUMBER OF
SHARES
  7
SOLE VOTING POWER
 
    0
 
BENEFICIALLY
OWNED
  8
SHARED VOTING POWER
    
    1,406,810
 
BY EACH
REPORTING
  9
SOLE DISPOSITIVE POWER
 
    0
 
PERSON
WITH
  10
SHARED DISPOSITIVE POWER
 
    1,406,810
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    1,406,810
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                     x
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
    0.4%
 
14
TYPE OF REPORTING PERSON
 
    OO
 
 

 

 
 
 
CUSIP No.  60935Y109
 13D

1
NAMES OF REPORTING PERSON
 
    GS Capital Partners VI Parallel, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                                      (a)  o
                                                                                                                                                                                                                  (b)  x
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
     WC
 
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                       o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     Delaware
 
NUMBER OF
SHARES
  7
SOLE VOTING POWER
 
    0
 
BENEFICIALLY
OWNED
  8
SHARED VOTING POWER
    
    10,884,884
 
BY EACH
REPORTING
  9
SOLE DISPOSITIVE POWER
 
    0
 
PERSON
WITH
  10
SHARED DISPOSITIVE POWER
 
    10,884,884
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    10,884,884
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                     x
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
    2.8%
 
14
TYPE OF REPORTING PERSON
 
    PN
 
 

 

 
 
 
CUSIP No.  60935Y109
 13D

1
NAMES OF REPORTING PERSON
 
    GS Capital Partners VI GmbH & Co. KG
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                                      (a)  o
                                                                                                           &# 160;                                                                                                     (b)  x
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
     WC
 
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                       o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     Germany
 
NUMBER OF
SHARES
  7
SOLE VOTING POWER
 
    0
 
BENEFICIALLY
OWNED
  8
SHARED VOTING POWER
    
    1,406,810
 
BY EACH
REPORTING
  9
SOLE DISPOSITIVE POWER
 
    0
 
PERSON
WITH
  10
SHARED DISPOSITIVE POWER
 
    1,406,810
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    1,406,810
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                     x
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
    0.4%
 
14
TYPE OF REPORTING PERSON
 
    PN
 
 

 

 
 
 
CUSIP No.  60935Y109
 13D

1
NAMES OF REPORTING PERSON
 
    GSMP V Onshore US, Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                                      (a)  o
                                                                                                          0;                                                                                                       (b)  x
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
     WC
 
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                       o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     Cayman Islands
 
NUMBER OF
SHARES
  7
SOLE VOTING POWER
 
    0
 
BENEFICIALLY
OWNED
  8
SHARED VOTING POWER
    
    8,319,093
 
BY EACH
REPORTING
  9
SOLE DISPOSITIVE POWER
 
    0
 
PERSON
WITH
  10
SHARED DISPOSITIVE POWER
 
    8,319,093
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    8,319,093
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                     x
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
    2.1%
 
14
TYPE OF REPORTING PERSON
 
    OO
 
 

 

 
 
CUSIP No.  60935Y109
 13D

1
NAMES OF REPORTING PERSON
 
    GS Mezzanine Partners V Onshore Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                                      (a)  o
                                                                                                         0;                                                                                                        (b)  x
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
     AF
 
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                       o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     Delaware
 
NUMBER OF
SHARES
  7
SOLE VOTING POWER
 
    0
 
BENEFICIALLY
OWNED
  8
SHARED VOTING POWER
    
    8,319,093
 
BY EACH
REPORTING
  9
SOLE DISPOSITIVE POWER
 
    0
 
PERSON
WITH
  10
SHARED DISPOSITIVE POWER
 
    8,319,093
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    8,319,093
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                     x
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
    2.1%
 
14
TYPE OF REPORTING PERSON
 
    PN
 
 

 

 
 
CUSIP No.  60935Y109
 13D

1
NAMES OF REPORTING PERSON
 
    GS Mezzanine Partners V Onshore Fund, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                                      (a)  o
                                                                                                        0;                                                                                                         (b)  x
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
     AF
 
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                       o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     Delaware
 
NUMBER OF
SHARES
  7
SOLE VOTING POWER
 
    0
 
BENEFICIALLY
OWNED
  8
SHARED VOTING POWER
    
    8,319,093
 
BY EACH
REPORTING
  9
SOLE DISPOSITIVE POWER
 
    0
 
PERSON
WITH
  10
SHARED DISPOSITIVE POWER
 
    8,319,093
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    8,319,093
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                     x
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
    2.1%
 
14
TYPE OF REPORTING PERSON
 
    OO
 
 

 

 
 
CUSIP No.  60935Y109
 13D

1
NAMES OF REPORTING PERSON
 
    GSMP V Institutional US, Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                                      (a)  o
                                                                                                       0;                                                                                                          (b)  x
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
     WC
 
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                       o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     Cayman Islands
 
NUMBER OF
SHARES
  7
SOLE VOTING POWER
 
    0
 
BENEFICIALLY
OWNED
  8
SHARED VOTING POWER
    
    816,570
 
BY EACH
REPORTING
  9
SOLE DISPOSITIVE POWER
 
    0
 
PERSON
WITH
  10
SHARED DISPOSITIVE POWER
 
    816,570
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    816,570
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                     x
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
    0.2%
 
14
TYPE OF REPORTING PERSON
 
    OO
 
 

 

 
 
CUSIP No.  60935Y109
 13D

1
NAMES OF REPORTING PERSON
 
    GS Mezzanine Partners V Institutional Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                                      (a)  o
                                                                                                      0;                                                                                                           (b)  x
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
     AF
 
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                       o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     Delaware
 
NUMBER OF
SHARES
  7
SOLE VOTING POWER
 
    0
 
BENEFICIALLY
OWNED
  8
SHARED VOTING POWER
    
    816,570
 
BY EACH
REPORTING
  9
SOLE DISPOSITIVE POWER
 
    0
 
PERSON
WITH
  10
SHARED DISPOSITIVE POWER
 
    816,570
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    816,570
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                     x
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
    0.2%
 
14
TYPE OF REPORTING PERSON
 
    PN
 
 

 

 
 
CUSIP No.  60935Y109
 13D

1
NAMES OF REPORTING PERSON
 
    GS Mezzanine Partners V Institutional Fund, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                                      (a)  o
                                                                                                     0;                                                                                                            (b)  x
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
     AF
 
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                       o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     Delaware
 
NUMBER OF
SHARES
  7
SOLE VOTING POWER
 
    0
 
BENEFICIALLY
OWNED
  8
SHARED VOTING POWER
    
    816,570
 
BY EACH
REPORTING
  9
SOLE DISPOSITIVE POWER
 
    0
 
PERSON
WITH
  10
SHARED DISPOSITIVE POWER
 
    816,570
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    816,570
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                     x
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
    0.2%
 
14
TYPE OF REPORTING PERSON
 
    OO
 
 

 

 
 
CUSIP No.  60935Y109
 13D

1
NAMES OF REPORTING PERSON
 
    GSMP V Offshore US, Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                                      (a)  o
                                                                                                    0;                                                                                                             (b)  x
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
     WC
 
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                       o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     Cayman Islands
 
NUMBER OF
SHARES
  7
SOLE VOTING POWER
 
    0
 
BENEFICIALLY
OWNED
  8
SHARED VOTING POWER
    
    12,064,337
 
BY EACH
REPORTING
  9
SOLE DISPOSITIVE POWER
 
    0
 
PERSON
WITH
  10
SHARED DISPOSITIVE POWER
 
    12,064,337
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    12,064,337
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                     x
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
    3.1%
 
14
TYPE OF REPORTING PERSON
 
    OO
 
 

 

 
 
CUSIP No.  60935Y109
 13D

1
NAMES OF REPORTING PERSON
 
    GS Mezzanine Partners V Offshore Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                                      (a)  o
                                                                                                   0;                                                                                                              (b)  x
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
     AF
 
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                       o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     Delaware
 
NUMBER OF
SHARES
  7
SOLE VOTING POWER
 
    0
 
BENEFICIALLY
OWNED
  8
SHARED VOTING POWER
    
    12,064,337
 
BY EACH
REPORTING
  9
SOLE DISPOSITIVE POWER
 
    0
 
PERSON
WITH
  10
SHARED DISPOSITIVE POWER
 
    12,064,337
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    12,064,337
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                     x
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
    3.1%
 
14
TYPE OF REPORTING PERSON
 
    PN
 
 

 

 
 
CUSIP No.  60935Y109
 13D

1
NAMES OF REPORTING PERSON
 
    GS Mezzanine Partners V Offshore Fund, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                                      (a)  o
                                                                                                  0;                                                                                                               (b)  x
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
     AF
 
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                       o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     Delaware
 
NUMBER OF
SHARES
  7
SOLE VOTING POWER
 
    0
 
BENEFICIALLY
OWNED
  8
SHARED VOTING POWER
    
    12,064,337
 
BY EACH
REPORTING
  9
SOLE DISPOSITIVE POWER
 
    0
 
PERSON
WITH
  10
SHARED DISPOSITIVE POWER
 
    12,064,337
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    12,064,337
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                     x
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
    3.1%
 
14
TYPE OF REPORTING PERSON
 
    OO
 
 

 

 

 
 

 

Item 1.    Security and Issuer
 
This statement relates to shares of common stock, par value $0.01 per share (the “Common Stock”), of MoneyGram International, Inc., a Delaware corporation (the “Issuer” or the “Company”).  The principal executive offices of the Issuer are located at 1550 Utica Avenue South, Suite 100, Minneapolis, Minnesota 55416.
 
The Reporting Persons currently hold Series B-1 Participating Convertible Preferred Stock, par value $0.01 per share (the “Series B-1 Stock”).  THL (as defined below in Item 2 below) currently holds Series B Participating Convertible Preferred Stock, par value $0.01 per share (the “Series B 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 (the “Series B-1 Certificate”), which is included as Exhibit 7.06 hereto.  The Series D Stock is convertible, subject to certain limitations, into Common Stock, so the Reporting Persons may be deemed to beneficially own the shares of Common Stock into which the shares of Series D Stock are convertible.  The Series D Stock Certificate of Designations is included as Exhibit 7.07 hereto.  Each share of Series B-1 Stock is convertible into one share of Series B Stock by any holder other than the Reporting Persons and their affiliates.  Each share of Series B Stock is convertible at any time after the Voting Date (as defined below in Item 4) into a certain number of shares of Common Stock, with the precise number determined by a formula in the Series B Stock Certificate of Designations (the “Series B Certificate”, and together with the Series B-1 Certificate, the “Certificates”), which is included as Exhibit 7.05 hereto.
 
Item 2.    Identity and Background
 
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”.  It is the understanding of the Reporting Persons that THL and Silver Point (each as defined below) will each be filing a separate Schedule 13D pursuant to Rule 13d-1(k)(2) (the “THL Schedule 13D” and the “Silver Point Schedule 13D”, as applicable).
 
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 (i) affiliates of Thomas H. Lee Partners, L.P., including Thomas H. Lee Equity Fund VI, L.P., Thomas H. Lee Parallel Fund VI, L.P., Thomas H. Lee Parallel (DT) Fund VI, L.P., (collectively, the “THL Purchasers”), and THL Equity Fund VI Investors (MoneyGram), LLC, Putnam Investment Holdings, LLC, Great-West Investors L.P., Putnam Investments Employees’ Securities Company III LLC, THL Coinvestment Partners, L.P., THL Operating Partners, L.P. (collectively, the “THL Transferees” and together with the THL Purchasers, “THL”) and (ii) Silver Point Capital, L.P., Silver Point Capital Offshore Fund, Ltd. (collectively, “Silver Point”) 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 or Silver Point.  The GS Investors, THL and Silver Point are herein referred to as the “Investors.”  The principal business and principal office of the THL Purchasers, THL Coinvestment Partners, L.P., and THL Operating Partners, L.P. is c/o Thomas H. Lee Partners, L.P., 100 Federal Street, Boston, Massachusetts 02110.  The principal business and principal office Putnam Investment Holdings, LLC, Great West Investors L.P. and Putnam Investments Employees’ Securities Company III LLC is One Post Office Square, Boston, Massachusetts 02109. The principal business and principal office of Silver Point is Two Greenwich Plaza, 1st Floor, Greenwich, Connecticut 06830.
 
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 Act.
 
GS Group is a Delaware corporation and holding company that (directly and indirectly through subsidiaries or affiliated companies or both) is a leading investment banking organization.  Goldman Sachs, a New York limited partnership, is an investment banking firm and a member of the New York Stock Exchange and other national exchanges.  Goldman Sachs also serves as the manager for GSCP Advisors, GSCP Offshore Advisors, GS Advisors, GS Mezzanine Onshore GP, GS Mezzanine Institutional GP and GS Mezzanine Offshore GP and the investment manager for GS Capital, GS Offshore, GS Germany and GS Parallel.  Goldman Sachs is wholly-owned, directly and indirectly, by GS Group.  GSCP Advisors, a Delaware limited liability company, is the sole general partner of GS Capital.  GSCP Offshore Advisors, a Delaware limited liability company, is the sole general partner of GS Offshore.  GS Advisors, a Delaware limited liability company, is the sole general partner of GS Parallel.  GS GmbH, a German company with limited liability, is the sole general partner of GS Germany.  Each of GS Capital, a Delaware limited partnership, GS Offshore, a Cayman Islands exempted limited partnership, GS Germany, a German limited partnership, and GS Parallel, a Delaware limited partnership, was formed for the purpose of investing in equity, equity-related and similar securities or instruments, including debt or other securities or instruments with equity-like returns or an equity component.  GS Mezzanine Onshore GP, a Delaware limited liability company, is the sole general partner of GS Mezzanine Onshore.  GS Mezzanine Institutional GP, a Delaware limited liability company, is the sole general partner of GS Mezzanine Institutional.  GS Mezzanine Offshore GP, a Delaware limited liability company, is the sole general partner of GS Mezzanine Offshore. GS Mezzanine Onshore, a Delaware limited partnership, is the sole shareholder of GSMP Onshore.  GS Mezzanine Institutional, a Delaware limited partnership, is the sole shareholder of GSMP Institutional.  GS Mezzanine Offshore, a Delaware limited partnership, is the sole shareholder of GSMP Offshore.  Each of GSMP Onshore, GSMP Institutional, and GSMP Offshore, an exempted company incorporated in the Cayman Islands with limited liability, was formed for the purpose of investing in fixed income securities, equity and equity-related securities primarily acquired or issued in leveraged acquisitions, reorganizations and other private equity transactions and in other financial instruments. The principal address of each Reporting Person is 85 Broad Street, New York, New York 10004.
 
The name, business address, present principal occupation or employment and citizenship of each director of GS Group are set forth in Schedule I hereto and are incorporated herein by reference.  The name, business address, present principal occupation or employment and citizenship of each executive officer of GSCP Advisors, GSCP Offshore Advisors, GS Advisors, GS Mezzanine Onshore GP, GS Mezzanine Institutional GP, and GS Mezzanine Offshore GP are set forth in Schedule II-A hereto and are incorporated herein by reference.  The name, business address, present principal occupation or employment and citizenship of each executive officer of GSMP Onshore, GSMP Institutional, and GSMP Offshore are set forth in Schedule II-B hereto and are incorporated herein by reference.  The name, business address, present principal occupation or employment and citizenship of each executive officer of GS GmbH are set forth in Schedule II-C hereto and are incorporated herein by reference.  The name, business address, present principal occupation or employment and citizenship of each member of the Principal Investment Area Investment Committee of Goldman Sachs, which is responsible for making all investment decisions for each of GSCP Advisors, GSCP Offshore Advisors, GS Advisors, GS Capital, GS Offshore, GS Germany, GS Parallel, GS Mezzanine Onshore, GS Mezzanine Institutional, GS Mezzanine Offshore, GSMP Onshore, GSMP Institutional and GSMP Offshore on behalf of Goldman Sachs, are set forth in Schedule II-D hereto and are incorporated herein by reference.
 
During the last five years, none of the Reporting Persons, nor, to the knowledge of each of the Reporting Persons, any of the persons listed on Schedules I, II-A, II-B, II-C, or II-D hereto, (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) except as set forth on Schedule III hereto, 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.
 
The Reporting Persons have entered into a Joint Filing Agreement, dated April 4, 2008, a copy of which is attached as Exhibit 7.01 hereto.
 
Item 3.    Source and Amounts of Funds or Other Consideration
 
As more fully described herein, on March 17, 2008, the Issuer, the GS Investors and the THL Purchasers entered into an amended and restated Purchase Agreement (the “Purchase Agreement”).  Pursuant to the Purchase Agreement, on March 25, 2008 (the “Closing Date”), the GS Investors and the THL Purchasers purchased, in the aggregate, 495,000 shares of Series B Stock and 265,000 shares of Series B-1 Stock for an aggregate purchase price of $760,000,000 (the “Transaction”).
 
The GS Investors paid an aggregate purchase price of $265,000,000 to acquire 265,000 shares of Series B-1 Preferred Stock.  The funds used by GS Capital, GS Offshore, GS Parallel, GS Germany to purchase 212,000 of such shares of Series B-1 Preferred Stock were obtained from capital contributions made by their respective partners.  The funds used by GSMP Onshore, GSMP Institutional, and GSMP Offshore to purchase 53,000 of such shares of Series B-1 Preferred Stock were obtained from an existing credit facility.
 
On March 25, 2008, GS Group acquired 7,500 shares of Series B-1 Preferred Stock as payment in full by the Issuer, on behalf of the THL Purchasers and certain of the GS Investors and at the direction of Goldman Sachs, of a $7,500,000 investment banking advisory fee for services rendered by Goldman Sachs to the THL Purchasers and certain of the GS Investors in connection with the Transaction.
 
The funds for shares of Common Stock acquired in ordinary course trading activities by Goldman Sachs or another wholly-owned broker or dealer subsidiary of GS Group and reported as beneficially owned in this Schedule 13D came from the working capital of Goldman Sachs or such other subsidiary.  The funds for shares of Common Stock which may be deemed to be beneficially owned by the Reporting Persons held in client accounts with respect to which Goldman Sachs or another wholly-owned subsidiary of GS Group or their employees have investment discretion (“Managed Accounts”) came from client funds.  The Reporting Persons disclaim beneficial ownership of shares of Common Stock held in Managed Accounts.
 
None of the individuals listed on Schedules I, II-A, II-B, II-C, or II-D hereto has contributed any funds or other consideration towards the purchase of the Preferred Stock except insofar as they may have partnership interests in any of the Reporting Persons and have made capital contributions to any of the Reporting Persons, as the case may be.
 
Item 4.    Purpose of Transaction
 
The Investors acquired the Series B-1 Stock and Series B Stock for investment purposes, which purposes include acquiring control of the Company.
 
The Transaction consisted of the sale to the GS Investors and the THL Purchasers in a private placement of 495,000 shares of Series B Stock and 265,000 shares of Series B-1 Stock for an aggregate purchase price of $760,000,000, which shares in the aggregate are convertible into approximately 78.0% of the common equity of the Company at an initial conversion price of $2.50 per share as described below.  In connection with the Transaction, the Company issued to GS Group, as directed by Goldman Sachs, on behalf of the THL Purchasers and certain of the GS Investors, an investment banking advisory fee equal to $7,500,000 in the form of 7,500 shares of Series B-1 Stock, which fee was payable by the THL Purchasers and such GS Investors pursuant to an engagement letter, dated as of March 25, 2008, between such parties and Goldman Sachs.  The engagement letter was effective upon the closing of the Transaction and the Company agreed to assume the obligations of the THL Purchasers and such GS Investors arising from the engagement letter pursuant to an assumption agreement dated as of March 25, 2008.
 
The Company issued all shares of the Series B-1 Stock to the GS Investors and all shares of the Series B Stock to the THL Purchasers. On March 28, 2008, Silver Point purchased 10,000 shares of Series B Stock from the THL Purchasers at a purchase price of $1,000 per share.  On March 31, 2008, the THL Transferees purchased in aggregate 5428.962 shares of Series B Stock from certain of the THL Purchasers 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 THL and Silver Point are convertible into shares of Common Stock at an initial conversion price of $2.50 (subject to anti-dilution rights), 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 Common Stock outstanding remains 82,598,034, this ownership interest is expected to increase to approximately 87.3%.
 
The Series B Stock will initially have voting rights equivalent to 9.9% of the outstanding Common Stock on a fully converted basis.  It is expected that upon receipt of all regulatory approvals, 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 regulatory approvals necessary for THL to have voting rights with respective to all of the Series B Stock, and (ii) on or after June 15, 2008, upon the request of THL, 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 as 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 Series B Certificate and Series B-1 Certificate, 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 the Reporting Persons is generally non-voting except for the right of the GS 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 the Reporting Persons or their 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 Preferred Stock are convertible into an equal number of shares of Series B Preferred Stock by any holder other than the Reporting Persons and their affiliates.
 
As of the Closing Date, the Investors 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 THL, in THL’s sole discretion, to the Company and (y) the Voting Date, the Investors 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 the Investors with that number of directors as is proportionate to the 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 at such time).
 
The Purchase Agreement provides that as promptly as practicable following the Closing Date, the Company will hold a meeting of its stockholders to seek approval of amendment to the certificate of incorporation of the Company (the “Charter”), which will provide that as long as the Investors shall have a right to designate Board Representatives, the GS Investors shall have the right to designate one Board Representative (who shall have one vote), and THL (or its 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 the 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 will also provide that each member of the Board shall be elected annually for a one year term, and will increase the number of authorized shares of Common Stock to 1,300,000,000 shares. The Purchase Agreement provides that following the Closing Date, for so long as shareholders who are unaffiliated with the Investors 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-1 Stock participates in dividends with the Series D Stock on an as-converted basis and the Series D Stock participates in dividends with the Common Stock on an as-converted basis.  The Series B-1 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-1 Stock will be redeemable at the option of the Reporting Persons or their affiliates after ten years and upon a change in control.
 
In addition, on March 17, 2008, in connection with entering into the Purchase Agreement, the Company and Wells Fargo Bank, N.A., as Rights Agent, entered into the Second Amendment to the Rights Agreement (the “Rights Agreement Amendment”).  The Rights Agreement Amendment, as amended of February 11, 2008, modifies the Company’s Rights Agreement, dated as of June 30, 2004 (the “Rights Agreement”), to provide, among other things, that the issuance of rights under the Rights Agreement will not be triggered solely by virtue of the approval, execution or delivery of the Purchase Agreement or the Transaction.
 
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 included as Exhibit 7.02 hereto and incorporated by reference herein.
 
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.
 
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 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 Purchase Agreement, the Series B-1 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-1 Preferred Stock, Series D Preferred 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 GS Investors to distribute in kind to their respective partners or members, as the case may be, shares of Series B-1 Preferred Stock, Series D Preferred Stock or Common Stock or other securities owned by such GS Investors, (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-1 Preferred Stock, Series D Preferred 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.  To the knowledge of each Reporting Person, each of the persons listed on Schedules I, II-A, II-B, II-C, or II-D hereto may make similar evaluations from time to time or on an ongoing basis.
 
Item 5.     Interest in Securities of the Issuer
 
(a)           The Issuer represented and warranted to the Investors in the Purchase Agreement that, as of March 17, 2008, there were 82,598,034 shares of Common Stock outstanding.
 
As of March 25, 2008, GS Group may be deemed to beneficially own an aggregate of 109,014,968 shares of Common Stock, consisting of (i) 265,000 shares of Series B-1 Preferred Stock acquired by the GS Investors on the Closing Date, which are convertible into 106,000 shares of Series D Preferred Stock, which are convertible  by a holder other than the Reporting Persons or their affiliates, subject to certain limitations, into 106,000,000 shares of Common Stock, (ii) 7,500 shares of Series B-1 Preferred Stock acquired by GS Group on the Closing Date, which are convertible into 3,000 shares of Series D Preferred Stock, which are convertible by a holder other than the Reporting Persons or their affiliates, subject to certain limitations, into 3,000,000 shares of Common Stock, (iii) 10,906 shares of Common Stock acquired by Goldman Sachs or another wholly-owned broker or dealer subsidiary of GS Group in ordinary course trading activities and (iv) 4,062 shares of Common Stock held in Managed Accounts, representing in the aggregate approximately 28% of the outstanding Common Stock.  The Reporting Persons disclaim beneficial ownership of shares of Common Stock held in Managed Accounts.
 
As of March 25, 2008, Goldman Sachs may be deemed to beneficially own an aggregate of 106,014,968 shares of Common Stock, consisting of (i) 265,000 shares of Series B-1 Preferred Stock acquired by the GS Investors on the Closing Date, which are convertible into 106,000 shares of Series D Preferred Stock, which are convertible by a holder other than the Reporting Persons or their affiliates, subject to certain limitations, into 106,000,000 shares of Common Stock, (ii) 10,906 shares of Common Stock acquired by Goldman Sachs or another wholly-owned broker or dealer subsidiary of GS Group in ordinary course trading activities and (iii) 4,062 shares of Common Stock held in Managed Accounts, representing in the aggregate approximately 27.2% of the outstanding Common Stock.  The Reporting Persons disclaim beneficial ownership of shares of Common Stock held in Managed Accounts.
 
As of March 25, 2008, GSCP Advisors and GS Capital may each be deemed to beneficially own an aggregate of 39,583,851.2 shares of Common Stock, consisting of 98,959.628 shares of Series B-1 Preferred Stock acquired by the GS Investors on the Closing Date, which are convertible into 39,583.8512 shares of Series D Preferred Stock, which are convertible by a holder other than the Reporting Persons or their affiliates, subject to certain limitations, into 39,583,851.2 shares of Common Stock, representing in the aggregate approximately 10.2% of the outstanding Common Stock.
 
As of March 25, 2008, GSCP Offshore Advisors and GS Offshore may each be deemed to beneficially own an aggregate of 32,924,454 shares of Common Stock, consisting of 82,311.135 shares of Series B-1 Preferred Stock acquired by the GS Investors on the Closing Date, which are convertible into 32,924.454 shares of Series D Preferred Stock, which are convertible by a holder other than the Reporting Persons or their affiliates, subject to certain limitations, into 32,924,454 shares of Common Stock, representing in the aggregate approximately 8.5% of the outstanding Common Stock.
 
As of March 25, 2008, GS Advisors and GS Parallel may each be deemed to beneficially own an aggregate of 10,884,884.4 shares of Common Stock, consisting of 27,212.211 shares of Series B-1 Preferred Stock acquired by the GS Investors on the Closing Date, which are convertible into 10,884.8844 shares of Series D Preferred Stock, which are convertible by a holder other than the Reporting Persons or their affiliates, subject to certain limitations, into 10,884,884.4 shares of Common Stock, representing in the aggregate approximately 2.8% of the outstanding Common Stock.
 
As of March 25, 2008, GS GmbH and GS Germany may each be deemed to beneficially own an aggregate of 1,406,810.4 shares of Common Stock, consisting of 3,517.026 shares of Series B-1 Preferred Stock acquired by the GS Investors on the Closing Date, which are convertible into 1,406.8104 shares of Series D Preferred Stock, which are convertible by a holder other than the Reporting Persons or their affiliates, subject to certain limitations, into 1,406,810.4 shares of Common Stock, representing in the aggregate approximately 0.4% of the outstanding Common Stock.
 
As of March 25, 2008, GS Mezzanine Onshore GP, GS Mezzanine Onshore and GSMP Onshore may each be deemed to beneficially own an aggregate of 8,319,093.2 shares of Common Stock, consisting of 20,797.733 shares of Series B-1 Preferred Stock acquired by the GS Investors on the Closing Date, which are convertible into 8,319.0932 shares of Series D Preferred Stock, which are convertible by a holder other than the Reporting Persons or their affiliates, subject to certain limitations, into 8,319,093.2 shares of Common Stock, representing in the aggregate approximately 2.1% of the outstanding Common Stock.
 
As of March 25, 2008, GS Mezzanine Institutional GP, GS Mezzanine Institutional and GSMP Institutional may each be deemed to beneficially own an aggregate of 816,570 shares of Common Stock, consisting of 2,041.425 shares of Series B-1 Preferred Stock acquired by the GS Investors on the Closing Date, which are convertible by a holder other than the Reporting Persons or their affiliates, subject to certain limitations, into 816.57 shares of Series D Preferred Stock, which are convertible into 816,570 shares of Common Stock, representing in the aggregate approximately 0.2% of the outstanding Common Stock.
 
As of March 25, 2008, GS Mezzanine Offshore GP, GS Mezzanine Offshore and GSMP Offshore may each be deemed to beneficially own an aggregate of 12,064,336.8 shares of Common Stock, consisting of 30,160.842 shares of Series B-1 Preferred Stock acquired by the GS Investors on the Closing Date, which are convertible by a holder other than the Reporting Persons or their affiliates, subject to certain limitations, into 12,064.3368 shares of Series D Preferred Stock, which are convertible into 12,064,336.8 shares of Common Stock, representing in the aggregate approximately 3.1% of the outstanding Common Stock.
 
As of March 25, 2008, THL and Silver Point 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.
 
In accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the “Release”), this Schedule 13D reflects the securities beneficially owned by certain operating units (collectively, the “Goldman Sachs Reporting Units”) of GS Group and its subsidiaries and affiliates (collectively, “GSG”).  This Schedule 13D does not reflect securities, if any, beneficially owned by any operating units of GSG whose ownership of securities is disaggregated from that of the Goldman Sachs Reporting Units in accordance with the Release.  The Goldman Sachs Reporting Units disclaim beneficial ownership of the securities beneficially owned, if any, by (i) any client accounts with respect to which the Goldman Sachs Reporting Units or their employees have voting or investment discretion, or both, and (ii) certain investment entities of which the Goldman Sachs Reporting Units acts as the general partner, managing general partner or other manager, to the extent interests in such entities are held by persons other than the Goldman Sachs Reporting Units.
 
None of the Reporting Persons or, to the knowledge of any of the Reporting Persons, any of the persons listed on Schedules I, II-A, II-B, II-C, or II-D hereto may be deemed to beneficially own any shares of Common Stock other than as set forth herein.
 
(b)           Each Reporting Person shares the power to vote or direct the vote and to dispose or direct the disposition of shares of Common Stock beneficially owned by such Reporting Person as indicated herein.
 
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 Exchange Act, with THL and Silver Point.  The Reporting Persons disclaim beneficial ownership of the stock held by THL and Silver Point.  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 THL and Silver Point for purposes of Section 13(d) of the Exchange Act or for any other purpose. 
 
(c)            Schedule IV sets forth a summary of transactions in the Common Stock which were effected during the sixty day period from January 25, 2008 through March 25, 2008 all of which were effected in the ordinary course of business of Goldman Sachs or another wholly-owned broker or dealer subsidiary of GS Group.  The transactions in the Common Stock described in Schedule IV were effected on the New York Stock Exchange, NYSE Arca, the Chicago Stock Exchange or the over-the-counter market.
 
Except as set forth in Schedule IV hereto, no transactions in the Common Stock were effected by the Reporting Persons or, to the knowledge of any of the Reporting Persons, any of the persons listed on Schedules I, II-A, II-B, II-C, or II-D hereto, during the sixty day period from January 25, 2008 through March 25, 2008.
 
(d)           Except for clients of Goldman Sachs who may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock, if any, held in Managed Accounts, no other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock beneficially owned by the Reporting Persons.
 
(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 Purchasers, GS Investors and GS Group are parties to an Amended and Restated Shareholders Agreement, dated as of March 17, 2008, (the “Shareholders Agreement”) whereby the parties set forth their agreement with respect to certain rights and obligations associated with ownership of securities of the Company.  The agreement specifies that 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 directors shall be entitled to one vote.  The agreement limits the transfer of shares subject to customary exceptions and subject to tag-along rights and drag-along rights, 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 Transaction.  It contains an agreement whereby the THL Purchasers and the Reporting Persons will vote in unison regarding the appointment of directors to the Board.  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.
 
The THL Purchasers, GS Investors and GS Group are parties to the Joinder and Consent Agreement to the Shareholders Agreement, dated as of March 25, 2008, whereby GS Group was joined to the Shareholders Agreement and the Investors provided their consent thereto. This summary of the Joinder and Consent Agreement does not purport to be complete and is qualified in its entirety by reference to the Joinder and Consent Agreement, which is attached hereto as Exhibit 7.09 and incorporated by reference in its entirety into this Item 6.
 
The THL Purchasers, GS Investors, GS Group 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 Investors and GS Group (the “Registrable Securities”) whereby 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 7.08 and incorporated by reference in its entirety into this Item 6.
 
The THL Purchasers, the GS Investors and Wal-Mart Stores, Inc. (“Wal-Mart”) are party to an amended and restated Equity Participation Agreement, dated as of March 17, 2008, that, among other things, for two years after the effective date of the agreement, prevents the Investors, without the prior written consent of Wal-Mart, from voting in favor of, consenting to or selling or transferring their equity securities in a manner that would result in a change of control of the Company.  The Equity Participation Agreement also grants to Wal-Mart the right to receive a percentage of the profits realized on the equity securities purchased pursuant to the Purchase Agreement by each of the THL Purchasers and the GS Investors, which payments may be made in either cash or, in certain circumstances, equity securities of the Company owned by the THL Purchasers or the GS Investors, as applicable. This summary of the agreement does not purport to be complete and is qualified in its entirety by reference to the amended and restated Equity Participation Agreement, which is attached hereto as Exhibit 7.12 and incorporated by reference in its entirety into this Item 6.
 
The THL Purchasers, the GS Investors, the Company and Wal-Mart are party to an amended and restated Transfer Letter Agreement, dated as of March 17, 2008, that, among other things, permits the transactions, including any stock transfers, contemplated by the Transfer Letter Agreement. This summary of the agreement does not purport to be complete and is qualified in its entirety by reference to the amended and restated Transfer Letter Agreement, which is attached hereto as Exhibit 7.13 and incorporated by reference in its entirety into this Item 6.
 
Item 7.    Material to Be Filed as Exhibits
 
Exhibit 1:  Joint Filing Agreement, dated as of April 4, 2008, by and among The Reporting Persons.
 
Exhibit 2: Amended and Restated Purchase Agreement, dated as of March 17, 2008 by and among the Company, the THL Purchasers and the GS Investors (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on March 18, 2008).
 
Exhibit 3:  Amended and Restated Shareholders Agreement, dated March 17, 2008, by and among the THL Purchasers, the GS Investors, and the other persons that become signatories thereto.
 
Exhibit 4:  Second Amendment, dated as of March 17, 2008, to the Rights Agreement, dated as of June 30, 2004, by and between the Company and Wells Fargo Bank, N.A., as Rights Agent  (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the Company on March 18, 2008).
 
Exhibit 5:  Certificate of Designations, Preferences and Rights of the Series B Participating Convertible Preferred Stock of the Company(incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by the Company on March 28, 2008).
 
Exhibit 6: Certificate of Designations, Preferences and Rights of the Series B-1 Participating Convertible Preferred Stock of the Company  (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by the Company on March 28, 2008).
 
Exhibit 7: Certificate of Designations, Preferences and Rights of the Series D Participating Convertible Preferred Stock of the Company (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed by the Company on March 28, 2008).
 
Exhibit 8: Registration Rights Agreement, by and among the THL Purchasers, the GS Investors, the Company, and other persons that become signatories thereto, dated as of March 25, 2008.
 
Exhibit 9: Joinder and Consent Agreement to the Shareholders Agreement by GS Group, dated as of March 25, 2008.
 
Exhibit 10:  Fee Arrangement Letter, dated as of March 25, 2008, by and between the Investor parties named therein, Goldman Sachs and the Company (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Company on March 28, 2008).
 
Exhibit 11:  Subscription Agreement, dated as of March 25, 2008, by and between the Company and GS Group (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by the Company on March 28, 2008).

Exhibit 12:  Amended and Restated Wal-Mart Equity Participation Agreement, by and between the THL Purchasers, the GS Investors, and Wal-Mart, dated as of March 17, 2008.

Exhibit 13: Amended and Restated Wal-Mart Transfer Letter Agreement, by and between the Purchasers, the GS Investors, the Company and Wal-Mart, dated as of March 17, 2008.
 
Exhibit 14:  Power of Attorney, dated February 25, 2008, relating to The Goldman Sachs Group, Inc.
 
Exhibit 15:  Power of Attorney, dated February 25, 2008, relating to Goldman, Sachs & Co.
 
Exhibit 16:  Power of Attorney, dated April 1, 2008, relating to GSCP VI Advisors, L.L.C.
 
Exhibit 17:  Power of Attorney, dated April 1, 2008, relating to GSCP VI Offshore Advisors, L.L.C.
 
Exhibit 18:  Power of Attorney, dated April 1, 2008, relating to GS Advisors VI, L.L.C.
 
Exhibit 19:  Power of Attorney, dated December 27, 2007, relating to Goldman, Sachs Management GP GmbH.
 
Exhibit 20:  Power of Attorney, dated April 1, 2008, relating to GS Capital Partners VI Fund, L.P.
 
Exhibit 21:  Power of Attorney, dated April 1, 2008, relating to GS Capital Partners VI Offshore Fund, L.P.
 
Exhibit 22:  Power of Attorney, dated April 1, 2008, relating to GS Capital Partners VI GmbH & Co. KG.
 
Exhibit 23:  Power of Attorney, dated April 1, 2008, relating to GS Capital Partners VI Parallel, L.P.
 
Exhibit 24:  Power of Attorney, dated April 1, 2008, relating to GS Mezzanine Partners V Onshore Fund, L.P.
 
Exhibit 25:  Power of Attorney, dated April 1, 2008, relating to GS Mezzanine Partners V Onshore Fund, L.L.C.
 
Exhibit 26:  Power of Attorney, dated March 25, 2008, relating to GSMP V Onshore US, Ltd.
 
Exhibit 27:  Power of Attorney, dated April 1, 2008, relating to GS Mezzanine Partners V Institutional Fund, L.P.
 
Exhibit 28:  Power of Attorney, dated April 1, 2008, relating to GS Mezzanine Partners V Institutional Fund, L.L.C.
 
Exhibit 29:  Power of Attorney, dated March 25, 2008, relating to GSMP V Institutional US, Ltd.
 
Exhibit 30:  Power of Attorney, dated April 1, 2008, relating to GS Mezzanine Partners V Offshore Fund, L.P.
 
Exhibit 31:  Power of Attorney, dated April 1, 2008, relating to GS Mezzanine Partners V Offshore Fund, L.L.C.
 
Exhibit 32:  Power of Attorney, dated March 25, 2008, relating to GSMP V Offshore US, Ltd.
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Date: April 4, 2008
 
  THE GOLDMAN SACHS GROUP, INC.  
       
 
By:
/s/ Yvette Kosic  
Name:  Yvette Kosic  
Title:    Attorney-in-Fact  
 
 
GOLDMAN, SACHS & CO.  
       
 
By:
/s/ Yvette Kosic  
Name:  Yvette Kosic  
Title:    Attorney-in-Fact  
 
 
GS CAPITAL PARTNERS VI PARALLEL, L.P.  
  BY:  GS Advisors VI, L.L.C.,
its General Partner
 
       
 
By:
/s/ Yvette Kosic  
Name:  Yvette Kosic  
Title:    Attorney-in-Fact  
 
 
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.  
  BY:  GSCP VI Offshore Advisors, L.L.C.,
its General Partner
 
       
 
By:
/s/ Yvette Kosic  
Name:  Yvette Kosic  
Title:    Attorney-in-Fact  
 
 
GS CAPITAL PARTNERS VI FUND, L.P.  
  BY:  GSCP VI Advisors, L.L.C.,
its General Partner
 
       
 
By:
/s/ Yvette Kosic  
Name:  Yvette Kosic  
Title:    Attorney-in-Fact  
 
 
GS CAPITAL PARTNERS VI GMBH & CO. KG  
  BY:  Goldman, Sachs Management GP GmbH,
its General Partner
 
       
 
By:
/s/ Yvette Kosic  
Name:  Yvette Kosic  
Title:    Attorney-in-Fact  
 
 
GS MEZZANINE PARTNERS V ONSHORE FUND, L.P.  
  BY:  GS Mezzanine Partners V Onshore Fund, L.L.C.,
its General Partner
 
       
 
By:
/s/ Yvette Kosic  
Name:  Yvette Kosic  
Title:    Attorney-in-Fact  
 
 
GSMP V ONSHORE US, LTD.  
       
 
By:
/s/ Yvette Kosic  
Name:  Yvette Kosic  
Title:    Attorney-in-Fact  
 
 
GS MEZZANINE PARTNERS V INSTITUTIONAL FUND, L.P.  
  BY:  GS Mezzanine Partners V Institutional Fund, L.L.C.,
its General Partner
 
       
 
By:
/s/ Yvette Kosic  
Name:  Yvette Kosic  
Title:    Attorney-in-Fact  
 
 
GSMP V INSTITUTIONAL US, LTD.  
       
 
By:
/s/ Yvette Kosic  
Name:  Yvette Kosic  
Title:    Attorney-in-Fact  
 
 
GS MEZZANINE PARTNERS V OFFSHORE FUND, L.P.  
  BY:  GS Mezzanine Partners V Offshore Fund, L.L.C.,
its General Partner
 
       
 
By:
/s/ Yvette Kosic  
Name:  Yvette Kosic  
Title:    Attorney-in-Fact  
 
 
GSMP V OFFSHORE US, LTD.  
       
 
By:
/s/ Yvette Kosic  
Name:  Yvette Kosic  
Title:    Attorney-in-Fact  
 

 
 
 
 

 


SCHEDULE I
 
The name of each director of The Goldman Sachs Group, Inc. is set forth below.  The business address of each person listed below is c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004.  Each person is a citizen of the United States of America except for Claes Dahlback, who is a citizen of Sweden.  The present principal occupation or employment of each of the listed persons is set forth below.
 
Name
Present Principal Occupation
Lloyd C. Blankfein
Chairman of the Board and Chief Executive Officer of The Goldman Sachs Group, Inc.
Gary D. Cohn
President and Co-Chief Operating Officer of The Goldman Sachs Group, Inc.
Jon Winkelried
President and Co-Chief Operating Officer of The Goldman Sachs Group, Inc.
John H. Bryan
Retired Chairman and Chief Executive Officer of Sara Lee Corporation
Claes Dahlback
Senior Advisor to Investor AB and Senior Advisor to Foundation Asset Management
Stephen Friedman
Chairman of Stone Point Capital
William W. George
Professor of Management Practice at the Harvard Business School, Retired Chairman and Chief Executive Officer of Medtronic, Inc.
Rajat K. Gupta
Senior Partner of McKinsey & Company
James A. Johnson
Vice Chairman of Perseus, L.L.C.
Lois D. Juliber
Retired Vice Chairman of Colgate-Palmolive Company
Edward M. Liddy
Chairman of the Board of The Allstate Corporation
Ruth J. Simmons
President of Brown University