FOOTNOTES
1. This statement is being filed by The Goldman Sachs Group, Inc.
("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), GSCP VI
Advisors, L.L.C. ("GSCP Advisors"), GS Capital Partners VI Fund,
L.P. ("GS Capital"), GS Advisors VI, L.L.C. ("GS Advisors"),
GSCP VI Offshore Advisors, L.L.C. ("GSCP Offshore Advisors"), GS
Capital Partners VI Offshore Fund, L.P. ("GS Offshore"),
Goldman, Sachs Management GP GmbH ("GS GmbH"), GS Capital
Partners VI Parallel, L.P. ("GS Parallel"), GS Capital Partners
VI GmbH & Co. KG ("GS Germany"), GSMP V Onshore US, Ltd. ("GSMP
Onshore"), GS Mezzanine Partners V Onshore Fund, L.P. ("GS
Mezzanine Onshore"), GS Mezzanine Partners V Onshore Fund,
L.L.C. ("GS Mezzanine Onshore GP"), GSMP V Institutional US,
Ltd. ("GSMP Institutional"), GS Mezzanine Partners V
Institutional Fund, L.P. ("GS Mezzanine Institutional"), GS
Mezzanine Partners V Institutional Fund, L.L.C. ("GS Mezzanine
Institutional GP"), GSMP V Offshore US, Ltd. ("GSMP Offshore"),
GS Mezzanine Partners V Offshore Fund, L.P. ("GS Mezzanine
Offshore"), GS Mezzanine Partners V Offshore Fund, L.L.C. ("GS
Mezzanine Offshore GP") , Broad Street Principal Investments
L.L.C ("BSPI" and, together with the foregoing entities,
the "Reporting Persons").
GS Capital, GS Offshore, GS Parallel, GS Germany, GSMP Onshore,
GSMP Institutional, and GSMP Offshore are referred to herein as
the "GS Investors". Goldman Sachs is a wholly-owned subsidiary
of GS Group. Goldman Sachs also serves as the manager and the
investment manager of certain of the Reporting Persons other
than GS Group. Neither the present filing nor anything contained
herein shall be construed as an admission that any Reporting
Person constitutes a "person" for any purpose other than for
compliance with Section 13(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"). Due to the electronic
system's limitation of 10 Reporting Persons per joint filing,
this statement is being filed in duplicate.
2. In accordance with the Amended and Restated Certificate of
Designations, Preferences and Rights of the Series D
Participating Convertible Preferred Stock (the "Series D
Preferred Stock"), the Series D Preferred Stock is convertible
into shares of common stock ("Common Stock") of MoneyGram
International, Inc. (the "Company") by a holder (other than the
Reporting Persons and their affiliates) who receives such shares
by means of (i) a widespread public distribution, (ii) a
transfer to an underwriter for the purpose of conducting a
widespread public distribution, (iii) a transfer in which no
transferee (or group of associated transferees) would receive 2%
or more of any class of voting securities of the Company, or
(iv) a transfer to a transferee that would control more than 50%
of the voting securities of the Company without any transfer
from such transferor or its affiliates, as applicable (each of
(i) - (iv), a "Widely Dispersed Offering"). The number of
shares of Common Stock to be issued upon conversion shall be
determined by multiplying each share of Series D Preferred Stock
by 125. The Series D Preferred Stock is non-voting while held by
the GS Investors or their affiliates, and while held by any
holder who receives such shares by means other than a Widely
Dispersed Offering.
3.Sold pursuant to Rule 144 of the Securities Act of 1933, as
amended.
4. As of August 4, 2020, GS Group may be deemed to beneficially
own an aggregate of 7,833,436 shares of Common Stock, consisting
of (i) 62,361.8998 shares of Series D Preferred Stock acquired
by the GS Investors on the Recapitalization Closing Date and
currently held by the GS Investors and BSPI, which are
convertible by a holder other than the Reporting Persons or
their affiliates, that receives such shares in a Widely
Dispersed Offering into 7,795,234 shares of Common Stock and
(ii) 38,202 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 10.8% of the outstanding Common Stock.
As of August 4, 2020, Goldman Sachs may be deemed to beneficially
own an aggregate of 7,073,507 shares of Common Stock, consisting
of (i) 56,282.4336 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 7,035,304 shares of Common Stock and
(ii) 38,202 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 9.8% of the outstanding Common Stock.
As of August 4, 2020, GSCP Advisors and GS Capital may each be
deemed to beneficially own an aggregate of 2,830,875 shares of
Common Stock, consisting of 22,647.0034 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
2,830,875 shares of Common Stock, representing in the aggregate
approximately 3.9% of the outstanding Common Stock.
As of August 4, 2020, GSCP Offshore Advisors and GS Offshore may
each be deemed to beneficially own an aggregate of 2,354,623
shares of Common Stock, consisting of 18,836.9842 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
2,354,623 shares of Common Stock, representing in the aggregate
approximately 3.2% of the outstanding Common Stock.
As of August 4, 2020, GS Advisors may be deemed to beneficially
own an aggregate of 879,051 shares of Common Stock, consisting
of 7,032.4130 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 879,051 shares of Common Stock,
representing in the aggregate approximately 1.2% of the
outstanding Common Stock.
As of August 4, 2020, GS Parallel may be deemed to beneficially
own an aggregate of 778,442 shares of Common Stock, consisting
of 6,227.5391shares 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 778,442 shares of Common Stock,
representing in the aggregate approximately 1.1% of the
outstanding Common Stock.
As of August 4, 2020, GS GmbH and GS Germany may each be deemed
to beneficially own an aggregate of 100,609 shares of Common
Stock, consisting of 804.8739 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 100,609 shares of Common
Stock, representing in the aggregate approximately 0.1% of the
outstanding Common Stock.
As of August 4, 2020, GS Mezzanine Onshore GP, GS Mezzanine
Onshore and GSMP Onshore may each be deemed to beneficially own
an aggregate of 370,714 shares of Common Stock, consisting of
2,965.7150 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 370,714 shares of Common Stock,
representing in the aggregate approximately 0.5% of the
outstanding Common Stock.
As of August 4, 2020, GS Mezzanine Institutional GP, GS Mezzanine
Institutional and GSMP Institutional may each be deemed to
beneficially own an aggregate of 39,115 shares of Common Stock,
consisting of 312.9226 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 39,115 shares of Common
Stock, representing in the aggregate approximately 0.1% of the
outstanding Common Stock.
As of August 4, 2020, GS Mezzanine Offshore GP, GS Mezzanine
Offshore and GSMP Offshore may each be deemed to beneficially
own an aggregate of 560,924 shares of Common Stock, consisting
of 4,487.3953 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 560,924 shares of Common Stock,
representing in the aggregate approximately 0.8% of the
outstanding Common Stock.
As of August 4, 2020, Broad Street Principal Investments, L.L.C.
may be deemed to beneficially own an aggregate of 545,385 shares
of Common Stock, consisting of 4,363.0855 shares of Series D
Preferred Stock acquired by the GS Investors on the
Recapitalization Closing Date and currently held by BSPI, which
are convertible by a holder, other than the Reporting Persons or
their affiliates, that receives such shares in a Widely
Dispersed Offering into 545,385 shares of Common Stock,
representing in the aggregate approximately 0.8% of the
outstanding Common Stock.
The Reporting Persons disclaim beneficial ownership of the
securities reported herein except to the extent of their
pecuniary interest therein.
5. Reflects a weighted average sale price of $3.49 per share, at
prices ranging from $3.28 to $3.87 per share.
6. Reflects a weighted average sale price of $3.54 per share, at
prices ranging from $3.37 to $3.66 per share.
7. Reflects a weighted average sale price of $3.58 per share, at
prices ranging from $3.50 to $3.66 per share.