0000895345-11-000285.txt : 20111116 0000895345-11-000285.hdr.sgml : 20111116 20111115201939 ACCESSION NUMBER: 0000895345-11-000285 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20111116 DATE AS OF CHANGE: 20111115 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80431 FILM NUMBER: 111208544 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: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 FORMER COMPANY: FORMER CONFORMED NAME: GOLDMAN SACHS GROUP INC/ DATE OF NAME CHANGE: 20010104 SC 13D/A 1 ds13da4-moneygram_gsgroup.htm ds13da4-moneygram_gsgroup.htm
 
 
UNITED STATES
       SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 4)

MoneyGram International, Inc.

(Name of Issuer)
 
 
Common Stock, par value $0.01 per share

(Title of Class of Securities)
 
60935Y208

(CUSIP Number)
 
Ben I. Adler, Esq.
Goldman, Sachs & Co.
200 West Street
New York, New York 10282-2198
(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 Person Authorized to Receive Notices and Communications)

November 14, 2011

(Date of Event which Requires Filing of this Statement)
 
If the Reporting 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 Rule 13d-1(e), 13d-1(f) or 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.  60935Y208
 13D
 

1
NAMES OF REPORTING PERSON
 
   The Goldman Sachs Group, Inc.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                                    (a)  o
                                                                                                                                                                                                                       (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
   
   21,650,904
 
BY EACH
REPORTING
  9
SOLE DISPOSITIVE POWER
 
   0
 
PERSON
WITH
  10
SHARED DISPOSITIVE POWER
 
   21,650,904
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
   21,650,904
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                  x
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
    30.3% (1)
 
14
TYPE OF REPORTING PERSON
 
    HC; CO
 
 
 
_____________________
   
(1) All calculations of percentage ownership in this Schedule 13D are based upon a total of 71,489,709  shares of Common Stock outstanding, which is the sum of (a) 49,841,017 shares of Common Stock outstanding as of November 10, 2011, as set forth in the Preliminary Prospectus Supplement, filed November 14, 2011, plus (b) 21,648,692 shares of Common Stock issuable upon the conversion by a holder other than the Reporting Persons or their affiliates, subject to certain limitations, of the 173,189.5678 shares of Series D Participating Convertible Preferred Stock of the Issuer issued to the Reporting Persons pursuant to the Recapitalization Agreement.  All shares of Common Stock in this Schedule 13D reflect a one-for-eight reverse stock split of the Company’s issued and outstanding Common Stock, which was effected by the Company on November 14, 2011.  The shares of Series D participating Convertible Preferred Stock held by the Reporting Persons do not vote as a class with the Common Stock.
 
 
 

 
 
 
 
CUSIP No.  60935Y208
 13D
 

1
NAMES OF REPORTING PERSON
 
   Goldman, Sachs & Co.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                                    (a)  o
                                                                                                                                                                                                                       (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
   
   21,055,069
 
BY EACH
REPORTING
  9
SOLE DISPOSITIVE POWER
 
   0
 
PERSON
WITH
  10
SHARED DISPOSITIVE POWER
 
   21,055,069
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
   21,055,069
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                  x
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
    29.5%
 
14
TYPE OF REPORTING PERSON
 
    BD; PN; IA
 
 
 
 
 

 
 
 
 
CUSIP No.  60935Y208
 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
   
    7,861,823
 
BY EACH
REPORTING
  9
SOLE DISPOSITIVE POWER
 
   0
 
PERSON
WITH
  10
SHARED DISPOSITIVE POWER
 
    7,861,823
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
   7,861,823
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                  x
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
    11.0%
 
14
TYPE OF REPORTING PERSON
 
    OO
 
 
 
 
 

 
 
 
CUSIP No.  60935Y208
 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
   
    7,861,823
 
BY EACH
REPORTING
  9
SOLE DISPOSITIVE POWER
 
   0
 
PERSON
WITH
  10
SHARED DISPOSITIVE POWER
 
    7,861,823
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    7,861,823
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                  x
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
    11.0%
 
14
TYPE OF REPORTING PERSON
 
    PN
 
 
 
 
 

 
 
 
CUSIP No.  60935Y208
 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
                                                                                                                                                                                                                       (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
   
    2,161,867
 
BY EACH
REPORTING
  9
SOLE DISPOSITIVE POWER
 
   0
 
PERSON
WITH
  10
SHARED DISPOSITIVE POWER
 
    2,161,867
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    2,161,867
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                  x
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
    3.0%
 
14
TYPE OF REPORTING PERSON
 
    OO
 
 
 
 
 

 
 
 
CUSIP No.  60935Y208
 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
                                                                                                                                                                                                                       (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
   
    6,539,188
 
BY EACH
REPORTING
  9
SOLE DISPOSITIVE POWER
 
   0
 
PERSON
WITH
  10
SHARED DISPOSITIVE POWER
 
    6,539,188
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    6,539,188
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                  x
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
    9.1%
 
14
TYPE OF REPORTING PERSON
 
    OO
 
 
 
 
 

 
 
 
 
CUSIP No.  60935Y208
 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
                                                                                                                                                                                                                       (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
   
    6,539,188
 
BY EACH
REPORTING
  9
SOLE DISPOSITIVE POWER
 
   0
 
PERSON
WITH
  10
SHARED DISPOSITIVE POWER
 
    6,539,188
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    6,539,188
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                  x
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
    9.1%
 
14
TYPE OF REPORTING PERSON
 
    PN
 
 
 
 
 

 
 
 
 
CUSIP No.  60935Y208
 13D
 

1
NAMES OF REPORTING PERSON
 
   Goldman, Sachs Management GP GmbH
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
 
    Germany
 
NUMBER OF
SHARES
  7
SOLE VOTING POWER
 
   0
 
BENEFICIALLY
OWNED
  8
SHARED VOTING POWER
   
    279,409
 
BY EACH
REPORTING
  9
SOLE DISPOSITIVE POWER
 
   0
 
PERSON
WITH
  10
SHARED DISPOSITIVE POWER
 
    279,409
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    279,409
 
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.  60935Y208
 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
   
    2,161,867
 
BY EACH
REPORTING
  9
SOLE DISPOSITIVE POWER
 
   0
 
PERSON
WITH
  10
SHARED DISPOSITIVE POWER
 
    2,161,867
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    2,161,867
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                  x
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
    3.0%
 
14
TYPE OF REPORTING PERSON
 
    PN
 
 
 
 
 

 
 
 
 
CUSIP No.  60935Y208
 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
                                                                                                                                                                                                                       (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
   
    279,409
 
BY EACH
REPORTING
  9
SOLE DISPOSITIVE POWER
 
   0
 
PERSON
WITH
  10
SHARED DISPOSITIVE POWER
 
    279,409
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    279,409
 
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.  60935Y208
 13D
 

1
NAMES OF REPORTING PERSON
 
   GSMP V Onshore US, Ltd.
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
 
    Cayman Islands
 
NUMBER OF
SHARES
  7
SOLE VOTING POWER
 
   0
 
BENEFICIALLY
OWNED
  8
SHARED VOTING POWER
   
    1,625,000
 
BY EACH
REPORTING
  9
SOLE DISPOSITIVE POWER
 
   0
 
PERSON
WITH
  10
SHARED DISPOSITIVE POWER
 
    1,625,000
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    1,625,000
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                  x
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
    2.3%
 
14
TYPE OF REPORTING PERSON
 
    OO
 
 
 
 
 

 
 
 
CUSIP No.  60935Y208
 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
                                                                                                                                                                                                                       (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
   
    1,625,000
 
BY EACH
REPORTING
  9
SOLE DISPOSITIVE POWER
 
   0
 
PERSON
WITH
  10
SHARED DISPOSITIVE POWER
 
    1,625,000
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    1,625,000
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                  x
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
    2.3%
 
14
TYPE OF REPORTING PERSON
 
    PN
 
 
 
 
 

 
 
 
CUSIP No.  60935Y208
 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
                                                                                                                                                                                                                       (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
   
    1,625,000
 
BY EACH
REPORTING
  9
SOLE DISPOSITIVE POWER
 
   0
 
PERSON
WITH
  10
SHARED DISPOSITIVE POWER
 
    1,625,000
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    1,625,000
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                  x
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
    2.3%
 
14
TYPE OF REPORTING PERSON
 
    OO
 
 
 
 
 

 
 
 
CUSIP No.  60935Y208
 13D
 

1
NAMES OF REPORTING PERSON
 
   GSMP V Institutional US, Ltd.
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
 
    Cayman Islands
 
NUMBER OF
SHARES
  7
SOLE VOTING POWER
 
   0
 
BENEFICIALLY
OWNED
  8
SHARED VOTING POWER
   
    157,536
 
BY EACH
REPORTING
  9
SOLE DISPOSITIVE POWER
 
   0
 
PERSON
WITH
  10
SHARED DISPOSITIVE POWER
 
    157,536
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    157,536
 
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.  60935Y208
 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
                                                                                                                                                                                                                       (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
   
    157,536
 
BY EACH
REPORTING
  9
SOLE DISPOSITIVE POWER
 
   0
 
PERSON
WITH
  10
SHARED DISPOSITIVE POWER
 
    157,536
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    157,536
 
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.  60935Y208
 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
                                                                                                                                                                                                                       (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
   
    157,536
 
BY EACH
REPORTING
  9
SOLE DISPOSITIVE POWER
 
   0
 
PERSON
WITH
  10
SHARED DISPOSITIVE POWER
 
   157,536
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    157,536
 
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.  60935Y208
 13D
 

1
NAMES OF REPORTING PERSON
 
   GSMP V Offshore US, Ltd.
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
 
    Cayman Islands
 
NUMBER OF
SHARES
  7
SOLE VOTING POWER
 
   0
 
BENEFICIALLY
OWNED
  8
SHARED VOTING POWER
   
    2,428,034
 
BY EACH
REPORTING
  9
SOLE DISPOSITIVE POWER
 
   0
 
PERSON
WITH
  10
SHARED DISPOSITIVE POWER
 
    2,428,034
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    2,428,034
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                  x
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
    3.4%
 
14
TYPE OF REPORTING PERSON
 
    OO
 
 
 
 
 

 
 
 
CUSIP No.  60935Y208
 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
                                                                                                                                                                                                                       (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
   
    2,428,034
 
BY EACH
REPORTING
  9
SOLE DISPOSITIVE POWER
 
   0
 
PERSON
WITH
  10
SHARED DISPOSITIVE POWER
 
    2,428,034
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    2,428,034
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                  x
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
    3.4%
 
14
TYPE OF REPORTING PERSON
 
    PN
 
 
 
 
 

 
 
 
CUSIP No.  60935Y208
 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
                                                                                                                                                                                                                       (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
   
    2,428,034
 
BY EACH
REPORTING
  9
SOLE DISPOSITIVE POWER
 
   0
 
PERSON
WITH
  10
SHARED DISPOSITIVE POWER
 
    2,428,034
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    2,428,034
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                  x
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
    3.4%
 
14
TYPE OF REPORTING PERSON
 
    OO
 
 

 
 

 

CUSIP No. 60935Y208

This Amendment No.4 (this “Amendment No. 4”) supplements and amends certain information in the Schedule 13D filed on April 4, 2008, as amended by Amendment No. 1, filed March 9, 2011, Amendment No. 2 filed May 9, 2011 and Amendment No. 3 filed May 18, 2011  (the “Original 13D” and, together with this Amendment No. 4, the “Schedule 13D”) on behalf of 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”).
 
ITEM 2. IDENTITY AND BACKGROUND

Item 2 of the Original 13D is hereby amended by replacing in its entirety Schedule I, incorporated therein by reference, with Schedule I hereto, which Schedule I is incorporated herein by reference into this Item 2.

ITEM 4.  PURPOSE OF TRANSACTION
 
Item 4 of the Original 13D is hereby amended by adding the following immediately before the final two paragraphs thereof:
 
“On July 7, 2011, a registration statement which registered for resale all of the shares of common stock owned by the Reporting Persons, the THL Investors and the Silver Point Investors, was declared effective by the Securities and Exchange Commission (the “Registration Statement”). On November 14, the Company filed a prospectus supplement (“Prospectus Supplement”) with respect to the Registration Statement providing that the Reporting Persons intend to sell 937,500 shares of Series D Preferred Stock (which shares will convert into 7,500,000 shares of Common Stock in connection with such sale) pursuant thereto (“Registered Offering”). The Reporting Persons may sell fewer or more shares than are offered in the Prospectus Supplement or may not sell any such shares. Even though the Reporting Parties presently intend to dispose of all such shares in the Registered Offering, depending on market conditions and other factors in existence at the time of any such disposition, there can be no assurance that such shares will ultimately be sold pursuant to the Registered Offering.  Pursuant to an option to be granted to the prospective underwriters in the Registered Offering by the Reporting Persons, the Reporting Persons may be obligated to sell up to an additional 105,468.75 shares of Series D Preferred Stock (which shares would convert into an additional 843,750 shares of Common Stock (if all such shares were sold) in connection with any such sale) if such option is exercised by the prospective underwriters.  Goldman Sachs will act as an underwriter in the Registered Offering.

On November 14, 2011, the Company effected a one-for-eight reverse stock split of the Company’s issued and outstanding Common Stock and a corresponding decrease in the Company’s authorized shares of common stock.”
 
ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER.

Item 5 of the Original 13D is hereby amended as follows:

(i)  In connection with the one-for-eight reverse stock split of the Company’s issued and outstanding Common Stock, Subsection (a) is amended and restated in its entirety as follows:

“As of November 14, 2011, GS Group may be deemed to beneficially own an aggregate of 21,650,904 shares of Common Stock, consisting of (i) 168,422.8824 shares of Series D Preferred Stock acquired by the GS Investors on the Recapitalization Closing Date,  which are convertible by a holder other than the Reporting Persons or their affiliates, that receives such shares in a Widely Dispersed Offering into 21,648,692 shares of Common Stock and (ii) 2,212 shares of Common Stock acquired by Goldman Sachs or another wholly-owned broker or dealer subsidiary of GS Group in ordinary course trading activities, representing in the aggregate approximately 30.3% of the outstanding Common Stock.  The Reporting Persons disclaim beneficial ownership of shares of Common Stock held in Managed Accounts.
 
 
As of November 14, 2011, Goldman Sachs may be deemed to beneficially own an aggregate of 21,055,069 shares of Common Stock, consisting of (i) 168,422.8824 shares of Series D Preferred Stock acquired by the GS Investors on the Recapitalization Closing Date, which are convertible by a holder other than the Reporting Persons or their affiliates, that receives such shares in a Widely Dispersed Offering into 21,052,857 shares of Common Stock and (ii) 2,212 shares of Common Stock acquired by Goldman Sachs or another wholly-owned broker or dealer subsidiary of GS Group in ordinary course trading activities, representing in the aggregate approximately 29.5% of the outstanding Common Stock.  The Reporting Persons disclaim beneficial ownership of shares of Common Stock held in Managed Accounts.
 
 
As of November 14, 2011, GSCP Advisors and GS Capital may each be deemed to beneficially own an aggregate of 7,861,823 shares of Common Stock, consisting of 62,894.5879 shares of Series D Preferred Stock acquired by the GS Investors on the Recapitalization Closing Date, which are convertible by a holder, other than the Reporting Persons or their affiliates, that receives such shares in a Widely Dispersed Offering into 7,861,823 shares of Common Stock, representing in the aggregate approximately 11.0% of the outstanding Common Stock.
 
 
As of November 14, 2011, GSCP Offshore Advisors and GS Offshore may each be deemed to beneficially own an aggregate of 6,539,188 shares of Common Stock, consisting of 52,313.5042 shares of Series D Preferred Stock acquired by the GS Investors on the Recapitalization Closing Date, which are convertible by a holder, other than the Reporting Persons or their affiliates, that receives such shares in a Widely Dispersed Offering into 6,539,188 shares of Common Stock, representing in the aggregate approximately 9.1% of the outstanding Common Stock.
 
 
As of November 14, 2011, GS Advisors and GS Parallel may each be deemed to beneficially own an aggregate of 2,161,867 shares of Common Stock, consisting of 17,294.9396 shares of Series D Preferred Stock acquired by the GS Investors on the Recapitalization Closing Date, which are convertible by a holder, other than the Reporting Persons or their affiliates, that receives such shares in a Widely Dispersed Offering into 2,161,867 shares of Common Stock, representing in the aggregate approximately 3.0% of the outstanding Common Stock.
 
 
As of November 14, 2011, GS GmbH and GS Germany may each be deemed to beneficially own an aggregate of 279,409 shares of Common Stock, consisting of 2,235.2742 shares of Series D Preferred Stock acquired by the GS Investors on the Recapitalization Closing Date, which are convertible by a holder, other than the Reporting Persons or their affiliates, that receives such shares in a Widely Dispersed Offering into 279,409 shares of Common Stock, representing in the aggregate approximately 0.4% of the outstanding Common Stock.
 
 
As of November 14, 2011, GS Mezzanine Onshore GP, GS Mezzanine Onshore and GSMP Onshore may each be deemed to beneficially own an aggregate of 1,625,000 shares of Common Stock, consisting of 13,000.0049 shares of Series D Preferred Stock acquired by the GS Investors on the Recapitalization Closing Date, which are convertible by a holder other than the Reporting Persons or their affiliates, that receives such shares in a Widely Dispersed Offering into 1,625,000 shares of Common Stock, representing in the aggregate approximately 2.3% of the outstanding Common Stock.
 
 
As of November 14, 2011, GS Mezzanine Institutional GP, GS Mezzanine Institutional and GSMP Institutional may each be deemed to beneficially own an aggregate of 157,536 shares of Common Stock, consisting of 1,260.2957 shares of Series D Preferred Stock acquired by the GS Investors on the Recapitalization Closing Date, which are convertible by a holder, other than the Reporting Persons or their affiliates, that receives such shares in a Widely Dispersed Offering into 157,536 shares of Common Stock, representing in the aggregate approximately 0.2% of the outstanding Common Stock.
 
 
As of November 14, 2011, GS Mezzanine Offshore GP, GS Mezzanine Offshore and GSMP Offshore may each be deemed to beneficially own an aggregate of 2,428,034  shares of Common Stock, consisting of 19,424.2759 shares of Series D Preferred Stock acquired by the GS Investors on the Recapitalization Closing Date, which are convertible by a holder, other than the Reporting Persons or their affiliates, that receives such shares in a Widely Dispersed Offering into 2,428,034 shares of Common Stock, representing in the aggregate approximately 3.4% of the outstanding Common Stock.
 
 
As of November 14, 2011, THL and Silver Point may be deemed to beneficially own an aggregate of 40,119,597 shares of Common Stock, representing in the aggregate approximately 56.1% 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.”

(ii) Subsection (c) is amended and restated in its entirety as follows:

“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 September 15, 2011 to November 14, 2011.”

ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Item 6 of the Original 13D is hereby amended by adding the following:

In connection with the Registered Offering, the Company, the underwriters of the Registered Offering, the GS Investors, the THL Investors and the Silver Point Investors have agreed that, during the period commencing on November 14, 2011 and continuing to and including the date 90 days after the date of the final prospectus relating to the Registered Offering, it will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned, or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock without the prior written consent of the representatives of the underwriters pursuant to the Prospectus Supplement. A copy of the Lock-up Letter is filed as Exhibit 1 hereto.

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS

Exhibit 1: Lock-up Letter, dated as of November 14, 2011, from the Company to Morgan Stanley & Co. LLC, Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC.
 
 
 

 
 
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: November 15, 2011
 
  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., 200 West Street, New York, NY  10282.

Each person is a citizen of the United  States of America  except for Claes Dahlback,  who is a citizen of Sweden, and Lakshmi N. Mittal, who is a citizen of India.  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 Chief Operating Officer of The Goldman Sachs Group, Inc.
 
     
John H. Bryan
Retired Chairman and Chief Executive Officer of Sara Lee Corporation
 
     
M. Michele Burns
Executive Director, Retirement Policy Center, sponsored by Marsh & McLennan Companies, Inc.
 
     
Claes Dahlback
Senior Advisor to Investor AB and Foundation Asset Management
 
     
Stephen Friedman
Chairman of Stone Point Capital
 
     
William W. George
Professor of Management Practice at the Harvard Business School
 
     
James A. Johnson
Vice Chairman of Perseus L.L.C.
 
     
Lois D. Juliber
Retired Vice Chairman and Chief Operating Officer of the Colgate-Palmolive Company
 
     
Lakshmi N. Mittal
Chairman and Chief Executive Officer of ArcelorMittal S.A.
 
     
James J. Schiro
Retired Chief Executive Officer of Zurich Financial Services
 
     
Debora L. Spar
President of Barnard College
 

EX-1 2 ds13da4ex1.htm ds13da4ex1.htm
 
 
Exhibit 1
 
Morgan Stanley & Co. LLC
 
1585 Broadway
 
New York, New York 10036
 
Goldman, Sachs & Co.
 
200 West Street
 
New York, New York  10282-2198
 
Merrill Lynch, Pierce, Fenner & Smith Incorporated
 
One Bryant Park
 
New York, New York 10036
 
J.P. Morgan Securities LLC
 
383 Madison Avenue
 
New York, New York  10179
 
Wells Fargo Securities, LLC
 
301 S. College Street
 
Charlotte, NC 28202
 
Ladies and Gentlemen:
 
The undersigned understands that Morgan Stanley & Co. LLC (“Morgan Stanley”), Goldman, Sachs & Co. (“Goldman Sachs”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), J.P. Morgan Securities LLC (“J.P. Morgan”) and Wells Fargo Securities, LLC (“Wells Fargo”) (together, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with MoneyGram International, Inc., a Delaware corporation (the “Company”), and the shareholders of the Company named in Schedule I of the Underwriting Agreement (the “Selling Shareholders”) providing for the public offering (the “Public Offering”) by the several Underwriters, including the Representatives (the “Underwriters”), of the Shares (as defined in the Underwriting Agreement).
 
To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of Morgan Stanley, Goldman Sachs and Merrill Lynch on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 90 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise.  The foregoing sentence shall not apply to, (a) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift or (b) distributions of shares of Common Stock or any security convertible into Common Stock to members, limited partners, stockholders or affiliates of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (a) or (b), (i) each donee or distributee shall sign and deliver a lock-up letter substantially in the form of this letter, (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, and no other public filing or report regarding such transfers shall be required or shall be voluntarily made during the restricted period referred to in the foregoing sentence and (iii) any such transfer or distribution shall not involve a disposition for value, or (c) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that such plan does not provide for the transfer of Common Stock during the restricted period and no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of the undersigned or the Company. In addition, the undersigned agrees that, without the prior written consent of Morgan Stanley, Goldman Sachs and Merrill Lynch on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 90 days after the date of the Prospectus, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock.  The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Common Stock in violation with the foregoing restrictions.
 
Notwithstanding the restrictions imposed by this Letter Agreement, the undersigned may (1) exercise an option or warrant, or convert a share of Series D Preferred Stock, outstanding on the date of this letter agreement and disclosed in the Time of Sale Prospectus of which the Underwriters have been advised in writing; provided that the underlying shares of Common Stock shall continue to be subject to the restrictions on transfer set forth in this letter agreement, and (2) transfer the Shares to the Underwriters pursuant to the Underwriting Agreement.
 
Furthermore, during the restricted period, the undersigned may sell shares of Common Stock of the Company purchased by the undersigned on the open market following the Public Offering if and only if (i) such sales are not required to be reported in any public report or filing with the Securities Exchange Commission, or otherwise and (ii) the undersigned does not otherwise voluntarily effect any public filing or report regarding such sales.
 
If:
 
(1)           during the last 17 days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; or
 
(2)           prior to the expiration of the restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period;
 
the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.  At the end of the initial restricted period, the Representative shall advise the Selling Shareholders if an extension of the initial restricted period has occurred for purposes of this letter agreement.
 
In the event that any shares of Common Stock held by any of the Selling Shareholders, other than the undersigned, that are subject to a lock-up agreement related to the proposed Public Offering are released from the restrictions set forth therein, the undersigned shall be entitled to a proportionate release from this letter agreement (with such proportion being determined by dividing the number of shares of Common Stock being released with respect to such person and its affiliates by the total number of issued and outstanding shares held by such person and its affiliates), and the Company shall notify the undersigned of such release concurrently with notification to such other released party or parties.
 
The undersigned understands that the Company and the Underwriters are relying upon this agreement in proceeding toward consummation of the Public Offering.  The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns.
 
Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions.  Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company, the Selling Shareholders and the Underwriters.
 
Notwithstanding anything herein to the contrary, Goldman, Sachs & Co. and its affiliates may engage in brokerage, investment advisory, investment company, financial advisory, anti-raid advisory, merger advisory, financing, asset management, trading, market making, arbitrage and other similar activities conducted in the ordinary course of its and its affiliates’ business; provided, however. that the undersigned agrees that the Common Stock currently owned by it shall be subject to this letter agreement.

This letter agreement shall automatically terminate and be of no further force and effect if (i) the Representatives, on behalf of the Underwriters, advise the Company and the Selling Shareholders, or the Company advises the Representatives and the Selling Shareholders, in writing, prior to the execution of the Underwriting Agreement, that they will not proceed with the Public Offering, or the Selling Shareholders advise the Representatives and the Company, in writing, prior to the execution of the Underwriting Agreement, that none of them will proceed with participation in the Public Offering, (ii) the termination of the Underwriting Agreement before the sale of any Shares to the Underwriters or (iii) the Underwriting Agreement has not been executed by the Company, the Selling Shareholders and the Representatives by December 31, 2011.