-----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, IpnV1yd3zVYRSVOnlKs/t6JowR8WN6jdK/pqUzDt+8PzJiXBuViTZDluF+sdk6Vw S6nrNuVl7Hz4i1+Tmhl4PA== 0000895345-08-000243.txt : 20080407 0000895345-08-000243.hdr.sgml : 20080407 20080407083842 ACCESSION NUMBER: 0000895345-08-000243 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 22 CONFORMED PERIOD OF REPORT: 20080325 FILED AS OF DATE: 20080407 DATE AS OF CHANGE: 20080407 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS Advisors VI, L.L.C. CENTRAL INDEX KEY: 0001394288 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31950 FILM NUMBER: 08741814 BUSINESS ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GSCP VI Advisors, L.L.C. CENTRAL INDEX KEY: 0001394286 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31950 FILM NUMBER: 08741816 BUSINESS ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS & CO CENTRAL INDEX KEY: 0000769993 STATE OF INCORPORATION: NY FISCAL YEAR END: 1127 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31950 FILM NUMBER: 08741817 BUSINESS ADDRESS: STREET 1: 85 BROAD ST STREET 2: C/O GOLDMAN SACHS & CO CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS Capital Partners VI Parallel LP CENTRAL INDEX KEY: 0001386577 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31950 FILM NUMBER: 08741820 BUSINESS ADDRESS: STREET 1: 85 Broad St CITY: New York STATE: NY ZIP: 10004 MAIL ADDRESS: STREET 1: 85 Broad St CITY: New York STATE: NY ZIP: 10004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS Capital Partners VI Offshore Fund, L.P. CENTRAL INDEX KEY: 0001394285 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31950 FILM NUMBER: 08741822 BUSINESS ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GSCP VI Offshore Advisors, L.L.C. CENTRAL INDEX KEY: 0001394278 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31950 FILM NUMBER: 08741823 BUSINESS ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS Capital Partners VI Fund, L.P. CENTRAL INDEX KEY: 0001394287 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31950 FILM NUMBER: 08741815 BUSINESS ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS MANAGEMENT GP GMBH CENTRAL INDEX KEY: 0001232073 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31950 FILM NUMBER: 08741821 BUSINESS ADDRESS: STREET 1: MESSETURM 60308 STREET 2: FRANKFURT AM MAIN CITY: GERMANY STATE: 2M ZIP: 00000 MAIL ADDRESS: STREET 1: MESSETURM 60308 STREET 2: FRANKFURT AM MAIN CITY: GERMANY STATE: 2M ZIP: 00000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP INC CENTRAL INDEX KEY: 0000886982 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] STATE OF INCORPORATION: DE FISCAL YEAR END: 1124 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31950 FILM NUMBER: 08741818 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 NAME: FORMER CONFORMED NAME: GOLDMAN SACHS GROUP INC/ DATE OF NAME CHANGE: 20010104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS Capital Partners VI GmbH & Co KG CENTRAL INDEX KEY: 0001386557 STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31950 FILM NUMBER: 08741819 BUSINESS ADDRESS: STREET 1: 85 Broad Street CITY: New York STATE: NY ZIP: 10004 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 85 Broad Street CITY: New York STATE: NY ZIP: 10004 3 1 dsform3-moneygram_gsgroupex.xml X0202 3 2008-03-25 0 0001273931 MONEYGRAM INTERNATIONAL INC MGI 0000886982 GOLDMAN SACHS GROUP INC 85 BROAD ST NEW YORK NY 10004 0 0 1 1 See (1), (2) and (3) 0000769993 GOLDMAN SACHS & CO 85 BROAD STREET NEW YORK NY 10004 0 0 1 1 See (1), (2) and (3) 0001394286 GSCP VI Advisors, L.L.C. 85 BROAD STREET NEW YORK NY 10004 0 0 1 1 See (1), (2) and (3) 0001394287 GS Capital Partners VI Fund, L.P. 85 BROAD STREET NEW YORK NY 10004 0 0 1 1 See (1), (2) and (3) 0001394288 GS Advisors VI, L.L.C. 85 BROAD STREET NEW YORK NY 10004 0 0 1 1 See (1), (2) and (3) 0001394278 GSCP VI Offshore Advisors, L.L.C. 85 BROAD STREET NEW YORK NY 10004 0 0 1 1 See (1), (2) and (3) 0001394285 GS Capital Partners VI Offshore Fund, L.P. 85 BROAD STREET NEW YORK NY 10004 0 0 1 1 See (1), (2) and (3) 0001232073 GOLDMAN SACHS MANAGEMENT GP GMBH 85 BROAD STREET NEW YORK NY 10004 0 0 1 1 See (1), (2) and (3) 0001386577 GS Capital Partners VI Parallel LP 85 BROAD ST NEW YORK NY 10004 0 0 1 1 See (1), (2) and (3) 0001386557 GS Capital Partners VI GmbH & Co KG 85 BROAD STREET NEW YORK NY 10004 0 0 1 1 See (1), (2) and (3) Series B-1 Part. Conv. Pref. Stk, par value $0.01 0 Series D Part. Conv. Pref. Stk, par value $0.01 109000 I See See Exhibit 99.1 for text of footnote 1. See Exhibit 99.1 for text of footnote 2. See Exhibit 99.1 for text of footnote 3. See Exhibit 99.1 for text of footnote 4. See Exhibit 99.2 2008-04-08 EX-24.1 2 rs3ex24_1.txt Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC. (the "Company") does hereby make, constitute and appoint each of Roger S. Begelman, Yvette Kosic, Andrea Louro DeMar, Felicia J. Rector, Michael T. Seeley, and Kevin P. Treanor, (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of February 25, 2008. THE GOLDMAN SACHS GROUP, INC. By: /s/ Gregory K. Palm - -------------------------- Name: Gregory K. Palm Title: Executive Vice President and General Counsel EX-24.2 3 rs3ex24_2.txt Exhibit 24.2 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. (the "Company") does hereby make, constitute and appoint each of Roger S. Begelman, Yvette Kosic, Andrea Louro DeMar, Felicia J. Rector, Michael T. Seeley, and Kevin P. Treanor, (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of February 25, 2008. GOLDMAN, SACHS & CO. By: /s/ Gregory K. Palm - ---------------------------- Name: Gregory K. Palm Title: Managing Director EX-24.3 4 rs3ex24_3.txt Exhibit 24.3 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GSCP VI ADVISORS, L.L.C. (the "Company") does hereby make, constitute and appoint each of Bruce A. Albert, Andrea Louro DeMar, Yvette Kosic, Rachel E. Parrish, Michael T. Seeley, and Kevin P. Treanor, (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in it name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of April 1, 2008. GSCP VI ADVISORS, L.L.C. By: /s/ Christine Vollertsen - ----------------------------------- Name: Christine Vollersten Title: Vice President EX-24.4 5 rs3ex24_4.txt Exhibit 24.4 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GSCP VI OFFSHORE ADVISORS, L.L.C. (the "Company") does hereby make, constitute and appoint each of Bruce A. Albert, Andrea Louro DeMar, Yvette Kosic, Rachel E. Parrish, Michael T. Seeley, and Kevin P. Treanor, (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in it name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of April 1, 2008. GSCP VI OFFSHORE ADVISORS, L.L.C. By: Christine Vollertsen - ----------------------------------- Name: Christine Vollertsen Title: Vice President EX-24.5 6 rs3ex24_5.txt Exhibit 24.5 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GS ADVISORS VI, L.L.C. (the "Company") does hereby make, constitute and appoint each of Bruce A. Albert, Andrea Louro DeMar, Yvette Kosic, Rachel E. Parrish, Michael T. Seeley, and Kevin P. Treanor, (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in it name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of April 1, 2008. GS ADVISORS VI, L.L.C. By: /s/ Christine Vollertsen - ----------------------------------- Name: Christine Vollersten Title: Vice President EX-24.6 7 rs3ex24_6.txt Exhibit 24.6 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS MANAGEMENT GP GMBH (the "Company") does hereby make, constitute and appoint each of Roger S. Begelman, Yvette Kosic, Andrea Louro DeMar, Felicia J. Rector, Michael T. Seeley, and Kevin P. Treanor, (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of December 27, 2007. GOLDMAN, SACHS MANAGEMENT GP GMBH By:/s/ John E. Bowman - ---------------------------------- Name: John E. Bowman Title: Managing Director EX-24.7 8 rs3ex24_7.txt Exhibit 24.7 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS VI FUND, L.P. (the "Company") does hereby make, constitute and appoint each of Bruce A. Albert, Andrea Louro DeMar, Yvette Kosic, Rachel E. Parrish, Michael T. Seeley, and Kevin P. Treanor, (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in it name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of April 1, 2008. GS CAPITAL PARTNERS VI FUND, L.P., By: GSCP VI Advisors, L.L.C., its general partner By: /s/ Christine Vollertsen - ----------------------------------- Name: Christine Vollertsen Title: Vice President EX-24.8 9 rs3ex24_8.txt Exhibit 24.8 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P. (the "Company") does hereby make, constitute and appoint each of Bruce A. Albert, Andrea Louro DeMar, Yvette Kosic, Rachel E. Parrish, Michael T. Seeley, and Kevin P. Treanor, (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in it name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of April 1, 2008. GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P., By: GSCP VI Offshore Advisors, L.L.C., its general partner By: /s/ Christine Vollertsen - ----------------------------------- Name: Christine Vollertsen Title: Vice President EX-24.9 10 rs3ex24_9.txt Exhibit 24.9 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS VI GmbH & CO. KG (the "Company") does hereby make, constitute and appoint each of Bruce A. Albert, Andrea Louro DeMar, Yvette Kosic, Rachel E. Parrish, Michael T. Seeley, and Kevin P. Treanor, (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in it name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of April 1, 2008. GS CAPITAL PARTNERS VI GmbH & CO. KG By: GS Advisors VI, L.L.C., its managing limited partner By: Christine Vollertsen - ----------------------------------- Name: Christine Vollertsen Title: Vice President EX-24.10 11 rs3ex24_10.txt Exhibit 24.10 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS VI PARALLEL, L.P. (the "Company") does hereby make, constitute and appoint each of Bruce A. Albert, Andrea Louro DeMar, Yvette Kosic, Rachel E. Parrish, Michael T. Seeley, and Kevin P. Treanor, (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in it name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of April 1, 2008. GS CAPITAL PARTNERS VI PARALLEL, L.P. BY: GS Advisors VI, L.L.C., its general partner By: Christine Vollertsen - ----------------------------------- Name: Christine Vollertsen Title: Vice President EX-24.11 12 rs3ex24_11.txt Exhibit 24.11 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GS MEZZANINE PARTNERS V ONSHORE FUND, L.L.C. (the "Company") does hereby make, constitute and appoint each of Bruce A. Albert, Andrea Louro DeMar, Yvette Kosic, Rachel E. Parrish, Michael T. Seeley, and Kevin P. Treanor, (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in it name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of April 1, 2008. GS MEZZANINE PARTNERS V ONSHORE FUND, L.L.C. By: John E. Bowman - ----------------------------------- Name: John E. Bowman Title: Managing Director EX-24.12 13 rs3ex24_12.txt Exhibit 24.12 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GS MEZZANINE PARTNERS V INSTITUTIONAL FUND, L.L.C. (the "Company") does hereby make, constitute and appoint each of Bruce A. Albert, Andrea Louro DeMar, Yvette Kosic, Rachel E. Parrish, Michael T. Seeley, and Kevin P. Treanor, (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in it name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of April 1, 2008. GS MEZZANINE PARTNERS V INSTITUTIONAL FUND, L.L.C. By: John E. Bowman - ----------------------------------- Name: John E. Bowman Title: Managing Director EX-24.13 14 rs3ex24_13.txt Exhibit 24.13 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GS MEZZANINE PARTNERS V OFFSHORE FUND, L.L.C. (the "Company") does hereby make, constitute and appoint each of Bruce A. Albert, Andrea Louro DeMar, Yvette Kosic, Rachel E. Parrish, Michael T. Seeley, and Kevin P. Treanor, (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in it name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of April 1, 2008. GS MEZZANINE PARTNERS V OFFSHORE FUND, L.L.C. By: John E. Bowman - ----------------------------------- Name: John E. Bowman Title: Managing Director EX-24.14 15 rs3ex24_14.txt Exhibit 24.14 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GS MEZZANINE PARTNERS V ONSHORE FUND, L.P. (the "Company") does hereby make, constitute and appoint each of Bruce A. Albert, Andrea Louro DeMar, Yvette Kosic, Rachel E. Parrish, Michael T. Seeley, and Kevin P. Treanor, (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in it name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of April 1, 2008. GS MEZZANINE PARTNERS V ONSHORE FUND, L.P. BY: GS Mezzanine Partners V Onshore Fund, L.L.C., its general partner By: John E. Bowman - ----------------------------------- Name: John E. Bowman Title: Managing Director EX-24.15 16 rs3ex24_15.txt Exhibit 24.15 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GS MEZZANINE PARTNERS V INSTITUTIONAL FUND, L.P. (the "Company") does hereby make, constitute and appoint each of Bruce A. Albert, Andrea Louro DeMar, Yvette Kosic, Rachel E. Parrish, Michael T. Seeley, and Kevin P. Treanor, (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in it name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of April 1, 2008. GS MEZZANINE PARTNERS V INSTITUTIONAL FUND, L.P. BY: GS Mezzanine Partners V Institutional Fund, L.L.C., its general partner By: John E. Bowman - ----------------------------------- Name: John E. Bowman Title: Managing Director EX-24.16 17 rs3ex24_16.txt Exhibit 24.16 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GS MEZZANINE PARTNERS V OFFSHORE FUND, L.P. (the "Company") does hereby make, constitute and appoint each of Bruce A. Albert, Andrea Louro DeMar, Yvette Kosic, Rachel E. Parrish, Michael T. Seeley, and Kevin P. Treanor, (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in it name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of April 1, 2008. GS MEZZANINE PARTNERS V OFFSHORE FUND, L.P. BY: GS Mezzanine Partners V Offshore Fund, L.L.C. By: John E. Bowman - ----------------------------------- Name: John E. Bowman Title: Managing Director EX-24.17 18 rs3ex24_17.txt Exhibit 24.17 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GSMP V ONSHORE US, LTD. (the "Company") does hereby make, constitute and appoint each of Bruce A. Albert, Andrea Louro DeMar, Yvette Kosic, Rachel E. Parrish, Michael T. Seeley, and Kevin P. Treanor, (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in it name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of March 25, 2008. GSMP V ONSHORE US, LTD. By: John E. Bowman - ----------------------------------- Name: John E. Bowman Title: Managing Director EX-24.18 19 rs3ex24_18.txt Exhibit 24.18 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GSMP V INSTITUTIONAL US, LTD. (the "Company") does hereby make, constitute and appoint each of Bruce A. Albert, Andrea Louro DeMar, Yvette Kosic, Rachel E. Parrish, Michael T. Seeley, and Kevin P. Treanor, (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in it name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of March 25, 2008. GSMP V INSTITUTIONAL US, LTD. By: John E. Bowman - ----------------------------------- Name: John E. Bowman EX-24.19 20 rs3ex24_19.txt Exhibit 24.19 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GSMP V OFFSHORE US, LTD. (the "Company") does hereby make, constitute and appoint each of Bruce A. Albert, Andrea Louro DeMar, Yvette Kosic, Rachel E. Parrish, Michael T. Seeley, and Kevin P. Treanor, (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in it name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of March 25, 2008. GSMP V OFFSHORE US, LTD. By: John E. Bowman - ----------------------------------- Name: John E. Bowman Title: Managing Director EX-99.1 21 rs99_1.txt Exhibit 99.1 FOOTNOTES --------- (1) This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GSCP VI Advisors, L.L.C. ("GSCP Advisors"), GSCP VI Offshore Advisors, L.L.C. ("GSCP Offshore Advisors"), GS Advisors VI, L.L.C. ("GS Advisors"), Goldman, Sachs Management GP GmbH ("GS GmbH"), GS Capital Partners VI Fund, L.P. ("GS Capital"), GS Capital Partners VI Offshore Fund, L.P. ("GS Offshore"), GS Capital Partners VI GmbH & Co. KG ("GS Germany"), GS Capital Partners VI Parallel, L.P. ("GS Parallel"), GS Mezzanine Partners V Onshore Fund, L.L.C. ("GS Mezzanine Onshore GP"), GS Mezzanine Partners V Institutional Fund, L.L.C. ("GS Mezzanine Institutional GP"), GS Mezzanine Partners V Offshore Fund, L.L.C. ("GS Mezzanine Offshore GP"), GS Mezzanine Partners V Onshore Fund, L.P. ("GS Mezzanine Onshore"), GS Mezzanine Partners V Institutional Fund, L.P. ("GS Mezzanine Institutional"), GS Mezzanine Partners V Offshore Fund, L.P. ("GS Mezzanine Offshore"), GSMP V Onshore US, Ltd. ("GSMP Onshore"), GSMP V Institutional US, Ltd. ("GSMP Institutional"), and GSMP V Offshore US, Ltd. ("GSMP Offshore" and, together with the foregoing entities, the "Reporting Persons"). GS Capital, GS Offshore, GS Parallel, GS Germany, GSMP Onshore, GSMP Institutional, and GSMP Offshore are referred to herein as the "GS Investors". Goldman Sachs is a wholly-owned subsidiary of GS Group. Goldman Sachs also serves as the manager and the investment manager of certain of the Reporting Persons other than GS Group. Neither the present filing nor anything contained herein shall be construed as an admission that any Reporting Person constitutes a "person" for any purpose other than for compliance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate. (2) On March 17, 2008, MoneyGram International, Inc. (the "Issuer"), the GS Investors and affiliates of Thomas H. Lee Partners, L.P. ("THL", and together with the GS Investors, the "Investors") entered into an amended and restated Purchase Agreement (the "Purchase Agreement"). Pursuant to the Purchase Agreement, on March 25, 2008 (the "Closing Date"), the Investors purchased, in the aggregate, 495,000 shares of Series B Participating Convertible Preferred Stock of the Issuer (the "Series B Preferred Stock") and 265,000 shares of Series B-1 Participating Convertible Preferred Stock of the Issuer (the "Series B-1 Preferred 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. GS Group acquired 7,500 shares of Series B-1 Preferred Stock as payment in full by the Issuer, on behalf of the Investors and at the direction of Goldman Sachs, of a $7,500,000 investment banking advisory fee for services rendered by Goldman Sachs in connection with the Transaction. 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) THL and (ii) Silver Point Capital, L.P. and 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. (3) Pursuant to the Purchase Agreement, the Issuer issued all shares of the Series B Preferred Stock to THL and all shares of the Series B-1 Preferred Stock to the GS Investors. The Series B Preferred Stock issued to THL is convertible into shares of the Issuer's common stock, $0.01 par value (the "Common Stock") at an initial conversion price of $2.50 (subject to anti-dilution rights), and the Series B-1 Preferred Stock issued to the GS Investors is convertible into shares of Series D Participating Convertible Preferred Stock, $0.01 par value per share (the "Series D Preferred Stock") (a common equivalent stock which is, subject to certain limitations, convertible into Common Stock) at an initial conversion price of $2,500.00 (subject to anti-dilution rights), giving the Investors an initial equity interest convertible into approximately 78.0 % of the common equity of the Issuer Dividends payable on Series B Preferred Stock and Series B-1 Preferred Stock are expected to be accrued and not be paid in cash for at least five years, which will substantially increase the ownership interest of the Investors and dilute the interests of the common stockholders. The Series B-1 Preferred 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 Stock Certificates of Designations (the "Series B-1 Certificate"). The holders of the Series B Preferred 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 Preferred Stock were converted plus the number of shares of Common Stock issuable if all outstanding shares of Series B-1 Preferred Stock were converted into Series B Stock and subsequently converted into Common Stock. While held by the Reporting Persons, the Series B-1 Preferred Stock is convertible at the option of the holder into a certain number of shares of Series D Preferred 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 Issuer's board of directors (the "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 Issuer and (y) the Voting Date (which date is the earlier of (i) the day when all regulatory approvals necessary for THL to have voting rights with respect to all of the Series B Preferred 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 Issuer 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), 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 Issuer to appoint such additional Board representatives to the Board as shall provide the Investors with that number of directors as is proportionate to Investors' Common Stock ownership, calculated on a fully as-converted basis (assuming all shares of Series B-1 Preferred Stock were converted into Series B Preferred Stock and all Series B Preferred Stock was converted into Common Stock at such time). (4) As of March 25, 2008, GS Group may be deemed to beneficially own an aggregate of 109,000,000 shares of Common Stock, consisting of (i) 265,000 shares of Series B-1 Preferred Stock through the GS Investors, 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, and (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. As of March 25, 2008, Goldman Sachs may be deemed to beneficially own an aggregate of 106,000,000 shares of Common Stock, consisting of 265,000 shares of Series B-1 Preferred Stock through the GS Investors, 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. Goldman Sachs also holds open short positions of 51,579 shares of Common Stock. As of March 25, 2008, GS Capital and its sole general partner GSCP Advisors 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, 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. As of March 25, 2008, GS Offshore and its sole general partner GSCP Offshore Advisors 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, 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. As of March 25, 2008, GS Parallel and its sole general partner GS Advisors 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 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. As of March 25, 2008, GS Germany and its sole general partner GS GmbH 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 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. As of March 25, 2008, GS Mezzanine Onshore, its sole general partner GS Mezzanine Onshore GP, and GSMP Onshore, of which GS Mezzanine Onshore is the sole shareholder, may each be deemed to beneficially own an aggregate of 8,319,093.2 shares of Common Stock, consisting of 20,797.733 shares of Series B-1 Preferred Stock, 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. As of March 25, 2008, GS Mezzanine Institutional, its sole general partner GS Mezzanine Institutional GP, and GSMP Institutional, of which GS Mezzanine Institutional is the sole shareholder may each be deemed to beneficially own an aggregate of 816,570 shares of Common Stock, consisting of 2,041.425 shares of Series B-1 Preferred Stock, which are convertible into 816.57 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 816,570 shares of Common Stock. As of March 25, 2008, GS Mezzanine Offshore, its sole general partner GS Mezzanine Offshore GP, and GSMP Offshore, of which GS Mezzanine Offshore is the sole shareholder 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, which are convertible into 12,064.3368 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 12,064,336.8 shares of Common Stock. As of March 25, 2008, THL 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. The Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein. EX-99.2 22 rs99_2.txt Exhibit 99.2 SIGNATURES 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. Dated: April 7, 2008 GS MEZZANINE PARTNERS V ONSHORE FUND, L.P. BY: GS Mezzanine Partners V Onshore Fund, L.L.C., its General Partner By: /s/ Kevin P. Treanor --------------------------------- Name: Kevin P. Treanor Title: Attorney-in-fact GSMP V ONSHORE US, LTD. By: /s/ Kevin P. Treanor --------------------------------- Name: Kevin P. Treanor 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/ Kevin P. Treanor --------------------------------- Name: Kevin P. Treanor Title: Attorney-in-fact GSMP V INSTITUTIONAL US, LTD. By: /s/ Kevin P. Treanor --------------------------------- Name: Kevin P. Treanor 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/ Kevin P. Treanor --------------------------------- Name: Kevin P. Treanor Title: Attorney-in-fact GSMP V OFFSHORE US, LTD. By: /s/ Kevin P. Treanor --------------------------------- Name: Kevin P. Treanor Title: Attorney-in-fact -----END PRIVACY-ENHANCED MESSAGE-----