0001140361-11-029166.txt : 20110520 0001140361-11-029166.hdr.sgml : 20110520 20110520193248 ACCESSION NUMBER: 0001140361-11-029166 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20110518 FILED AS OF DATE: 20110520 DATE AS OF CHANGE: 20110520 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS Capital Partners VI Parallel LP CENTRAL INDEX KEY: 0001386577 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31950 FILM NUMBER: 11863085 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 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: GOLDMAN SACHS & CO CENTRAL INDEX KEY: 0000769993 STATE OF INCORPORATION: NY FISCAL YEAR END: 1127 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31950 FILM NUMBER: 11863093 BUSINESS ADDRESS: STREET 1: 200 WEST STREET STREET 2: C/O GOLDMAN SACHS & CO CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 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: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31950 FILM NUMBER: 11863094 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 NAME: FORMER CONFORMED NAME: GOLDMAN SACHS GROUP INC/ DATE OF NAME CHANGE: 20010104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOLDMAN, SACHS MANAGEMENT GP GMBH CENTRAL INDEX KEY: 0001232073 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31950 FILM NUMBER: 11863089 BUSINESS ADDRESS: STREET 1: MESSERTURM STREET 2: FRIEDRICH-EBERT-ANLAGE 49 CITY: FRANKFURT AM MAIN, 2M 60323 STATE: 2M ZIP: 00000 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: MESSERTURM STREET 2: FRIEDRICH-EBERT-ANLAGE 49 CITY: FRANKFURT AM MAIN, 2M 60323 STATE: 2M ZIP: 00000 FORMER NAME: FORMER CONFORMED NAME: GOLDMAN SACHS MANAGEMENT GP GMBH DATE OF NAME CHANGE: 20030509 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS Capital Partners VI GmbH & Co KG CENTRAL INDEX KEY: 0001386557 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31950 FILM NUMBER: 11863086 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GSCP VI Offshore Advisors, L.L.C. CENTRAL INDEX KEY: 0001394278 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31950 FILM NUMBER: 11863091 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 Offshore Fund, L.P. CENTRAL INDEX KEY: 0001394285 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31950 FILM NUMBER: 11863087 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31950 FILM NUMBER: 11863092 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31950 FILM NUMBER: 11863088 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 Advisors VI, L.L.C. CENTRAL INDEX KEY: 0001394288 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31950 FILM NUMBER: 11863090 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 4 1 doc1.xml FORM 4 X0303 4 2011-05-18 0 0001273931 MONEYGRAM INTERNATIONAL INC MGI 0000886982 GOLDMAN SACHS GROUP INC 200 WEST STREET NEW YORK NY 10282 0 0 1 1 See footnotes (1), (2) and (3) 0000769993 GOLDMAN SACHS & CO 200 WEST STREET NEW YORK NY 10282 0 0 1 1 See footnotes (1), (2) and (3) 0001394286 GSCP VI Advisors, L.L.C. 200 WEST STREET NEW YORK NY 10282 0 0 1 1 See footnotes (1), (2) and (3) 0001394278 GSCP VI Offshore Advisors, L.L.C. 200 WEST STREET NEW YORK NY 10282 0 0 1 1 See footnotes (1), (2) and (3) 0001394288 GS Advisors VI, L.L.C. 200 WEST STREET NEW YORK NY 10282 0 0 1 1 See footnotes (1), (2) and (3) 0001232073 GOLDMAN, SACHS MANAGEMENT GP GMBH MESSETURM FRIEDRICH-EBERT-ANLAGE 49 FRANKFURT AM MAIN 60323 2M 2M 0000 GERMANY 0 0 1 1 See footnotes (1), (2) and (3) 0001394287 GS Capital Partners VI Fund, L.P. 200 WEST STREET NEW YORK NY 10282 0 0 1 1 See footnotes (1), (2) and (3) 0001394285 GS Capital Partners VI Offshore Fund, L.P. 200 WEST STREET NEW YORK NY 10282 0 0 1 1 See footnotes (1), (2) and (3) 0001386557 GS Capital Partners VI GmbH & Co KG 200 WEST STREET NEW YORK NY 10282 0 0 1 1 See footnotes (1), (2) and (3) 0001386577 GS Capital Partners VI Parallel LP 200 WEST STREET NEW YORK NY 10282 0 0 1 1 See footnotes (1), (2) and (3) Series B-1 Part. Conv. Pref. Stk., par value $0.01 2011-05-18 4 C 0 272500 0 D Series D Part. Conv. Pref. Stk., par value $0.01 157685.7676 0 I See footnotes Series D Part. Conv. Pref. Stk., par value $0.01 2011-05-18 4 C 0 157685.7676 0 A Common Stock 157685767 157685.767 I See footnotes Series D Part. Conv. Pref. Stk., par value $0.01 2011-05-18 4 J 0 15503.8002 A Common Stock 15503800 173189.567 I See footnotes 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 99.2 2011-05-20 EX-99.1 2 misc1.htm MISCELLANEOUS EXHIBITS Unassociated Document
 
 
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 7, 2011, MoneyGram International, Inc. (the “Company”), the GS Investors and affiliates and co-investors of Thomas H. Lee Partners, L.P. (“THL”) entered into a Recapitalization Agreement, as amended, (the “Recapitalization Agreement”) pursuant to which (i) the GS Investors agreed (subject to the satisfaction or waiver of certain conditions) to convert all of the shares of Series B-1 Participating Convertible Preferred Stock (“Series B-1 Preferred Stock”) of the Company into Series D Participating Convertible Preferred Stock (“Series D Preferred Stock”) of the Company in accordance with the Certificate of Designations, Preferences and Rights of the Series B-1 Preferred Stock (the “Series B-1 Certificate of Designations”), and (ii) as an inducement to the GS Investors to convert the Series B-1 Preferred Stock and to forgo the rights to liquidation preferences and future dividends provided for in the Series B-1 Certificate of Designations, the Company agreed to pay consideration consisting of additional shares of Series D Preferred Stock to the GS Investors (the “Additional Shares”).  On May 18, 2011, the transactions contemplated by the Recapitalization Agreement were consummated and the GS Investors converted all of the shares of Series B-1 Preferred Stock into Series D Preferred Stock in accordance with the Series B-1 Certificate of Designations and the Company issued the Additional Shares to the GS Investors.  In accordance with the Amended and Restated Certificate of Designations, Preferences and Rights of the Series D Preferred Stock (the “Series D Certificate of Designations”), the Series D Preferred Stock is convertible into shares of common stock of the Company (“Common Stock”) 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 1,000.  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.  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.  
As of May 18, 2011, GS Group may be deemed to beneficially own an aggregate of 173,189,567 shares of Common Stock, consisting of (i) 157,685.7676 shares of Series D Preferred Stock acquired as a result of the exempt conversion of the Series B-1 Preferred Stock and (ii) 15,503.8002 shares of Series D Preferred Stock acquired as Additional Shares; both (i) and (ii) are convertible by a holder, other than the Reporting Persons or their affiliates, that receives such shares by means of a Widely Dispersed Offering, subject to certain limitations, into 173,189,567 shares of Common Stock.

As of May 18, 2011, Goldman Sachs may be deemed to beneficially own an aggregate of 168,422,882 shares of Common Stock, consisting of (i) 153,345.7923 shares of Series D Preferred Stock acquired as a result of the exempt conversion of the Series B-1 Preferred Stock and (ii) 15,077.0901 shares of Series D Preferred Stock acquired as Additional Shares; both (i) and (ii) are convertible by a holder, other than the Reporting Persons or their affiliates, that receives such shares by means of a Widely Dispersed Offering, subject to certain limitations, into 168,422,882 shares of Common Stock.  Goldman Sachs also holds open short positions of 9,440 shares of Common Stock, reflecting changes due to exempt transactions and a change of its information barriers as a result of an internal reorganization.

As of May 18, 2011, GS Capital and its sole general partner GSCP Advisors may each be deemed to beneficially own an aggregate of 62,894,587 shares of Common Stock, consisting of (i) 57,264.3116 shares of Series D Preferred Stock acquired as a result of the exempt conversion of the Series B-1 Preferred Stock and (ii) 5,630.2763 shares of Series D Preferred Stock acquired as Additional Shares; both (i) and (ii) are convertible by a holder other than the Reporting Persons or their affiliates, that receives such shares by means of a Widely Dispersed Offering, subject to certain limitations, into 62,894,587 shares of Common Stock.

As of May 18, 2011, GS Offshore and its sole general partner GSCP Offshore Advisors may each be deemed to beneficially own an aggregate of 52,313,504 shares of Common Stock, consisting of (i) 47,630.4385 shares of Series D Preferred Stock acquired as a result of the exempt conversion of the Series B-1 Preferred Stock and (ii) 4,683.0657 shares of Series D Preferred Stock acquired as Additional Shares; both (i) and (ii) are convertible by a holder other than the Reporting Persons or their affiliates, that receives such shares by means of a Widely Dispersed Offering, subject to certain limitations, into 52,313,504 shares of Common Stock.

As of May 18, 2011, GS Parallel and its sole general partner GS Advisors may each be deemed to beneficially own an aggregate of 17,294,939 shares of Common Stock, consisting of (i) 15,746.7096 shares of Series D Preferred Stock acquired as a result of the exempt conversion of the Series B-1 Preferred Stock and (ii) 1,548.2300 shares of Series D Preferred Stock acquired as Additional Shares; both (i) and (ii) are convertible by a holder other than the Reporting Persons or their affiliates, that receives such shares by means of a Widely Dispersed Offering, subject to certain limitations, into 17,294,939 shares of Common Stock.

As of May 18, 2011, GS Germany and its sole general partner GS GmbH may each be deemed to beneficially own an aggregate of 2,235,274 shares of Common Stock, consisting of (i) 2,035.1741 shares of Series D Preferred Stock acquired as a result of the exempt conversion of the Series B-1 Preferred Stock and (ii) 200.1001 shares of Series D Preferred Stock acquired as Additional Shares; both (i) and (ii) are convertible by a holder other than the Reporting Persons or their affiliates, that receives such shares by means of a Widely Dispersed Offering, subject to certain limitations, into 2,235,274 shares of Common Stock.

As of May 18, 2011, 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 13,000,004 shares of Common Stock, consisting of (i) 11,836.2542 shares of Series D Preferred Stock acquired as a result of the exempt conversion of the Series B-1 Preferred Stock and (ii) 1,163.7507 shares of Series D Preferred Stock acquired as Additional Shares; both (i) and (ii) are convertible by a holder other than the Reporting Persons or their affiliates, that receives such shares by means of a Widely Dispersed Offering, subject to certain limitations, into 13,000,004 shares of Common Stock.

As of May 18, 2011, 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 1,260,295 shares of Common Stock, consisting of (i) 1,147.475 shares of Series D Preferred Stock acquired as a result of the exempt conversion of the Series B-1 Preferred Stock and (ii) 112.8207 shares of Series D Preferred Stock acquired as Additional Shares; both (i) and (ii) are convertible by a holder other than the Reporting Persons or their affiliates, that receives such shares by means of a Widely Dispersed Offering, subject to certain limitations, into 1,260,295 shares of Common Stock.

As of May 18, 2011, GS Mezzanine Offshore, its sole general partner GS Mezzanine Offshore GP and GSMP Offshore may each be deemed to beneficially own an aggregate of 19,424,275 shares of Common Stock, consisting of (i) 17,685.4293 shares of Series D Preferred Stock acquired as a result of the exempt conversion of the Series B-1 Preferred Stock and (ii) 1,738.8466 shares of Series D Preferred Stock acquired as Additional Shares; both (i) and (ii) are convertible by a holder other than the Reporting Persons or their affiliates, that receives such shares by means of a Widely Dispersed Offering, subject to certain limitations, into 19,424,275 shares of 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 3 misc2.htm MISCELLANEOUS EXHIBITS Unassociated Document
 
 
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: May 20, 2011

     
THE GOLDMAN SACHS GROUP, INC.
   
By:
 
/s/ Kevin P. Treanor                 
Name:
 
 Kevin P. Treanor
Title:
 
Attorney-in-fact
 
 
     
GOLDMAN, SACHS & CO.
   
By:
 
/s/ Kevin P. Treanor                 
Name:
 
 Kevin P. Treanor
Title:
 
Attorney-in-fact
 
 
     
GS CAPITAL PARTNERS VI FUND, L.P.
BY: GSCP VI Advisors, L.L.C.,
its General Partner
   
By:
 
/s/ Kevin P. Treanor                 
Name:
 
 Kevin P. Treanor
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/ Kevin P. Treanor                 
Name:
  
 Kevin P. Treanor
Title:
 
Attorney-in-fact
 
 
     
GS CAPITAL PARTNERS VI PARALLEL, L.P.
BY: GS Advisors VI, L.L.C.,
its General Partner
   
By:
 
/s/ Kevin P. Treanor                 
Name:
 
 Kevin P. Treanor
Title:
 
Attorney-in-fact
 
 
     
GS CAPITAL PARTNERS VI GMBH & CO. KG
BY: Goldman, Sachs Management GP GmbH,
its General Partner
   
By:
 
/s/ Kevin P. Treanor                 
Name:
 
 Kevin P. Treanor
Title:
 
Attorney-in-fact