Attached files
file | filename |
---|---|
8-K - FORM 8-K - MONEYGRAM INTERNATIONAL INC | d85662e8vk.htm |
EX-3.1 - EX-3.1 - MONEYGRAM INTERNATIONAL INC | d85662exv3w1.htm |
Exhibit 99.1
MoneyGram International Announces Reverse Stock Split
DALLAS (Nov. 14, 2011) Moneygram International, Inc. (NYSE:MGI) a leading global payment
services company, today announced that it has filed a certificate of amendment to its Amended and
Restated Certificate of Incorporation to effect a 1-for-8 reverse stock split and to
proportionately decrease the number of authorized shares of common stock. At a special meeting of
stockholders held on October 31, 2011, MoneyGrams stockholders granted to the Board of Directors
the authority to effect a reverse stock split, reduce the number of authorized shares, determine
the exact reverse stock split ratio and proceed with the reverse stock split, in the Boards
discretion.
The reverse stock split is effective as of November 14, 2011, and the common stock will begin
trading on a split-adjusted basis on the New York Stock Exchange at the opening of trading on
November 15, 2011. Beginning on November 15, 2011, the common stock will trade for 20 trading days
under the symbol MGID to indicate that the reverse stock split has occurred. Thereafter,
MoneyGrams trading symbol will revert to its original symbol, MGI. In addition, shares of
MoneyGram common stock will trade under a new CUSIP number effective November 15, 2011.
At the effective time of the reverse stock split, every eight shares of MoneyGrams issued and
outstanding common stock were automatically converted into one issued and outstanding share of
common stock without any change in the par value per share. As a result of the reverse stock
split, the number of issued and outstanding shares of common stock has been reduced from
approximately 398.7 million to approximately 49.8 million. In addition, the total number of
authorized shares of common stock has been reduced from 1.3 billion to 162.5 million.
No fractional shares will be issued in connection with the reverse stock split. Following the
completion of the reverse stock split, MoneyGrams exchange agent, Wells Fargo Shareowner Services,
will aggregate all fractional shares that otherwise would have been issued as a result of the
reverse stock split and those shares will be sold into the market. Stockholders who would
otherwise hold a fractional share of common stock will receive a cash payment from the proceeds of
that sale in lieu of such fractional share. Stockholders will receive instructions from Wells
Fargo Shareowner Services as to how to exchange existing share certificates for book entry shares
representing the post-reverse split shares.
Also on the effective date, the conversion ratio for MoneyGrams Series D Participating Convertible
Preferred Stock (the Series D Stock) has been automatically adjusted pursuant to the terms of the
Amended and Restated Series D Participating Convertible Preferred Stock Certificate of Designations
(the Series D Certificate of Designations) from 1,000 to 125. As a result, the 173,189.5678
shares of Series D Stock outstanding will be convertible into 21,648,692 shares of common stock on
the terms set forth in the Series D Certificate of Designations.
Additional information regarding the reverse stock split can be found in MoneyGrams proxy
statement filed with the Securities and Exchange Commission on September 30, 2011, a copy of which
is available at www.sec.gov.
About MoneyGram International, Inc.
MoneyGram International, Inc. (NYSE: MGI) is a leading global payment services company. MoneyGram
provides consumers an efficient and secure way to send and receive money globally, make urgent bill
payments and purchase money orders. MoneyGrams products and services are conveniently available
through more than 256,000 agent locations in 192 countries and territories. Certain products and
services are also available online. For more information, visit MoneyGrams website at
www.moneygram.com.
Forward Looking Statements
The statements contained in this press release regarding MoneyGram International, Inc. (the
Company) that are not historical and factual information contained herein, particularly those
statements pertaining to the Companys expectations, guidance or future operating results, may
contain forward-looking statements with respect to the financial condition, results of operations,
plans, objectives, future performance and business of the Company and its subsidiaries. Statements
preceded by, followed by or that include words such as estimates, expects, projects, plans
and other similar expressions or future or conditional verbs such as will, should, could, and
would are intended to identify some of the forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 and are included, along with this statement, for
purposes of complying with the safe harbor provisions of that Act. These forward-looking
statements speak only as of the date they are made, and the Company undertakes no obligation to
update or revise publicly any forward-looking statement for any reason, whether as a result of new
information, future events or otherwise, except as required by federal securities law. These
forward-looking statements are based on managements current expectations and are subject to
uncertainty and changes in circumstances due to a number of factors, including, but not limited to
the risks and uncertainties described in Part I, Item 1A under the caption Risk Factors of our
Annual Report on Form 10-K for the year ended December 31, 2010 and in Part II, Item 1A under the
caption Risk Factors of our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2011,
June 30, 2011 and September 30, 2011, as well as the following: (a) our substantial debt service
obligations and our covenant requirements, which may impact our ability to obtain additional
financing and to operate and grow our business and may make us more vulnerable to negative economic
conditions; (b) our capital structure and the special voting rights
provided to designees of Thomas H. Lee Partners, L.P. (THL) on the Companys Board of Directors
give certain investors, including THL, control of the Company; (c) disruption in the financial
markets or at financial institutions, which may adversely affect our liquidity, our agents
liquidity, our access to credit and capital, our agents access to credit and capital and our
earnings on our investment portfolio; (d) negative economic conditions generally and in geographic
areas or industries that are important to our business, which may cause a decline in our
transaction volume, and our ability to timely and effectively reduce our operating costs or take
other actions in response to a significant decline in transaction volume; (e) a material slow down
or complete disruption of international migration patterns, which could adversely affect our money
transfer volume and growth rate; (f) our ability to maintain retail agent or biller relationships or a
reduction in transaction volume from these relationships; (g) our ability to operate our official
check and money order business profitably as a result of our revised pricing strategies; (h)
litigation initiated by stockholders or others, or government investigations of the Company or its
agents, which could result in material settlements, fines, penalties or legal fees and could result in adverse publicity or regulatory sanctions; (i) our ability
to maintain existing or establish new banking relationships, including the Companys domestic and
international clearing bank
relationships, which could adversely affect our business, results of
operations and our financial
condition; (j) fluctuations in interest rates, which may negatively affect the net investment
margin of our official check and money order business; (k) our ability to attract and retain key
employees; (l) our ability to maintain sufficient capital to pursue our growth strategy, fund key
strategic initiatives and meet evolving regulatory requirements; (m) our ability to successfully
and timely implement new or enhanced technology and infrastructure, delivery methods and product
and service offerings and to invest in products or services and infrastructure; (n) our ability to
adequately protect our brand and our other intellectual property rights and to avoid infringing on
third-party intellectual property rights, which could harm our business; (o) competition from large
competitors, niche competitors or new competitors that may enter the markets in which we operate;
(p) failure by us or our agents to comply with the laws and regulatory requirements in the United
States and abroad, including the recently enacted Dodd-Frank Wall Street Reform and Consumer
Protection Act of 2010 (the Dodd-Frank Act) and the regulations developed thereunder or changes
in laws, regulations or other industry practices and standards, which could have an adverse effect
on our results of operations, or change our relationships with our customers, investors and other
stakeholders; (q) the Dodd-Frank Act, as well as regulations required thereby, and other laws or
regulations that may be adopted in the future, which could adversely affect us; (r) increased
regulation under the Dodd-Frank Act of financial services companies generally, including non-bank
financial companies supervised by the Federal Reserve; (s) various provisions of the Consumer
Financial Protection Act of 2010, which will result in a new regulator with new and expanded
compliance requirements, which is likely to increase our costs; (t) our offering of money transfer
services through agents in regions that are politically volatile or, in a limited number of cases,
are subject to certain restrictions by the Office of Foreign Assets Control restrictions, which
could result in contravention of U.S. law or regulations by us or our agents, subject us to fines
and penalties and cause us reputational harm; (u) a significant security or privacy breach in our
facilities, networks or databases, which could harm our business; (v) a breakdown, catastrophic
event, security breach, improper operation or other event impacting our systems or processes or the
systems or processes of our vendors, agents and financial institution customers, which could result
in financial loss, loss of customers, regulatory sanctions and damage to our brand and reputation;
(w) our ability to scale our technology to match our business and transactional growth; (x) our
ability to manage credit risks from our retail agents and official check financial institution
customers, which risks may increase during negative economic conditions, which could harm our
business; (y) our ability to manage fraud risks from consumers or certain agents, which risks may
increase during negative economic conditions, which could harm our business; (z) our ability to
successfully manage risks associated with running Company-owned retail locations and acquiring
businesses, which could harm our business; (aa) our business and results of operations may be
adversely affected by political, economic or other instability in countries that are important to
our business; (bb) as a deemed subsidiary of a bank holding company regulated under the Bank
Holding Company Act of 1956, as amended, we are subject to supervision, regulation and regular examination
by the Federal Reserve; (cc) compliance with the internal control provisions of Section 404
of the
Sarbanes-Oxley Act of 2002, which could have a material adverse effect on our business; (dd) sales
of a substantial number of shares of our common stock or common stock equivalents or the perception that significant sales
could occur, which may depress the trading price of our common stock; (ee) if the Company issues a
large amount of debt, it may be more difficult for the Company to obtain future financing and our
cash flow may not be sufficient to make required payments or repay our indebtedness when it
matures; (ff) our charter documents and Delaware law, which contain provisions that may have the
effect of delaying, deterring or preventing a merger or change of control of the Company; (gg) our
ability to continue to satisfy the NYSE criteria for listing on the exchange; (hh) changes in tax
laws or an unfavorable outcome with respect to the audit of our tax returns or tax positions, or a
failure by us to establish adequate reserves for tax events, which
could adversely affect our
results of operations and financial condition; (ii) the Company may not realize the anticipated
benefits of the Reverse Stock Split, it may decrease the liquidity of our common stock and it may
increase the number of stockholders who own odd lots; and (jj) additional risk factors described
in our other filings with the Securities and Exchange Commission from time to time.
###
Contacts
Media:
Patty Sullivan
214-303-9923
media@moneygram.com
Media:
Patty Sullivan
214-303-9923
media@moneygram.com
Investors:
Alex Holmes
214-999-7505
aholmes@moneygram.com
Alex Holmes
214-999-7505
aholmes@moneygram.com