0000909518-11-000378.txt : 20111115 0000909518-11-000378.hdr.sgml : 20111115 20111115143935 ACCESSION NUMBER: 0000909518-11-000378 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20111115 DATE AS OF CHANGE: 20111115 GROUP MEMBERS: GREAT-WEST INVESTORS L.P. GROUP MEMBERS: PUTNAM INVESTMENTS EMPLOYEES' SECURITIES CO III LLC GROUP MEMBERS: PUTNAM INVESTMENTS HOLDINGS LLC GROUP MEMBERS: THL COINVESTMENT PARTNERS L.P. GROUP MEMBERS: THL EQUITY ADVISORS VI LLC GROUP MEMBERS: THL EQUITY FUND VI INVESTORS (MONEYGRAM) LLC GROUP MEMBERS: THL OPERATING PARTNERS L.P. GROUP MEMBERS: THOMAS H. LEE EQUITY FUND VI L.P. GROUP MEMBERS: THOMAS H. LEE PARALLEL (DT) FUND VI L.P. GROUP MEMBERS: THOMAS H. LEE PARALLEL FUND VI L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MONEYGRAM INTERNATIONAL INC CENTRAL INDEX KEY: 0001273931 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 161690064 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80431 FILM NUMBER: 111206862 BUSINESS ADDRESS: STREET 1: 1550 UTICA AVENUE SOUTH CITY: MINNEAPOLIS STATE: MN ZIP: 55416 BUSINESS PHONE: 9525913000 MAIL ADDRESS: STREET 1: 1550 UTICA AVENUE SOUTH CITY: MINNEAPOLIS STATE: MN ZIP: 55416 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: THOMAS H. LEE ADVISORS, LLC CENTRAL INDEX KEY: 0001260943 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O THOMAS H. LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6172271050 MAIL ADDRESS: STREET 1: C/O THOMAS H. LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 FORMER COMPANY: FORMER CONFORMED NAME: LEE THOMAS H ADVISORS LLC DATE OF NAME CHANGE: 20030822 SC 13D/A 1 mm11-1411money_13da4.htm AMENDMENT NO.4 mm11-1411money_13da4.htm
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  20549

SCHEDULE 13D
(Rule 13d-101)

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)1

 
MONEYGRAM INTERNATIONAL, INC.

(Name of Issuer)

 
Common Stock, par value $0.01 per share

(Title of Class of Securities)

 
60935Y109


(CUSIP Number)


David P. Kreisler, Esq.
Weil, Gotshal & Manges LLP
100 Federal Street, 34th Floor
Boston, Massachusetts 02110
(617) 772-8300

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 
November 14, 2011

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.


___________________________ 
1 The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 
 
 

13D
 
1.
 
NAME OF REPORTING PERSONS
Thomas H. Lee Advisors, LLC
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)¨
(b)x
 
3.
 
SEC USE ONLY
 
4.
 
SOURCE OF FUNDS                   OO
 
5.
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS  REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
¨
 
 
6.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH
 
7.
 
SOLE VOTING POWER*         -0-
 
8.
 
SHARED VOTING POWER*   39,325,150
 
9.
 
SOLE DISPOSITIVE POWER*         -0-
 
10.
 
SHARED DISPOSITIVE POWER*    39,325,150
 
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
39,325,150
 
12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
 
13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)*†           55.0%
 
14.
 
TYPE OF REPORTING PERSON                                                                               OO
*See Item 5.
† This percentage is calculated using a fraction, the numerator of which is the number of shares of Common Stock that may be deemed to be beneficially owned by the Reporting Person, and the denominator of which is 71,489,709 (which is the sum of (i) 49,841,017 shares of Common Stock outstanding as of November 10, 2011 and (ii) 21,648,692 shares of Common Stock issuable upon the conversion, subject to certain limitations, of the 173,189.5678 shares of Series D Participating Convertible Preferred Stock of the Issuer outstanding as of November 10, 2011.




 
2
 

13D
 
1.
 
NAME OF REPORTING PERSONS
THL Equity Advisors VI, LLC
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)¨
(b)x
 
3.
 
SEC USE ONLY
 
4.
 
SOURCE OF FUNDS                    OO
 
5.
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS  REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
¨
 
 
6.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH
 
7.
 
SOLE VOTING POWER*         -0-
 
8.
 
SHARED VOTING POWER*  38,178,847
 
9.
 
SOLE DISPOSITIVE POWER*         -0-
 
10.
 
SHARED DISPOSITIVE POWER*    38,178,847
 
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
38,178,847
 
12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
x
 
13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)*†           53.4%
 
 
14.
 
TYPE OF REPORTING PERSON                                                                                 OO
*See Item 5.
† This percentage is calculated using a fraction, the numerator of which is the number of shares of Common Stock that may be deemed to be beneficially owned by the Reporting Person, and the denominator of which is 71,489,709 (which is the sum of (i) 49,841,017 shares of Common Stock outstanding as of November 10, 2011 and (ii) 21,648,692 shares of Common Stock issuable upon the conversion, subject to certain limitations, of the 173,189.5678 shares of Series D Participating Convertible Preferred Stock of the Issuer outstanding as of November 10, 2011.

 
 

 
3
 

13D
 
1.
 
NAME OF REPORTING PERSONS
Thomas H. Lee Equity Fund VI, L.P.
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)¨
(b)x
 
3.
 
SEC USE ONLY
 
4.
 
SOURCE OF FUNDS         OO
 
5.
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS  REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
¨
 
 
6.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH
 
7.
 
SOLE VOTING POWER*         -0-
 
8.
 
SHARED VOTING POWER*   22,014,649
 
9.
 
SOLE DISPOSITIVE POWER*         -0-
 
10.
 
SHARED DISPOSITIVE POWER*    22,014,649
 
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
22,014,649
 
12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
x
 
13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)*†        30.8%
 
 
14.
 
TYPE OF REPORTING PERSON                                                                  PN
*See Item 5.
† This percentage is calculated using a fraction, the numerator of which is the number of shares of Common Stock that may be deemed to be beneficially owned by the Reporting Person, and the denominator of which is 71,489,709 (which is the sum of (i) 49,841,017 shares of Common Stock outstanding as of November 10, 2011 and (ii) 21,648,692 shares of Common Stock issuable upon the conversion, subject to certain limitations, of the 173,189.5678 shares of Series D Participating Convertible Preferred Stock of the Issuer outstanding as of November 10, 2011.


 
4
 

13D
 
1.
 
NAME OF REPORTING PERSONS
Thomas H. Lee Parallel Fund VI, L.P.
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)¨
(b)x
 
3.
 
SEC USE ONLY
 
4.
 
SOURCE OF FUNDS          OO
 
5.
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS  REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
¨
 
 
6.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH
 
7.
 
SOLE VOTING POWER*         -0-
 
8.
 
SHARED VOTING POWER*   14,369,192
 
9.
 
SOLE DISPOSITIVE POWER*         -0-
 
10.
 
SHARED DISPOSITIVE POWER*    14,369,192
 
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
14,369,192
 
12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
x
 
13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)*†      20.1%
 
 
14.
 
TYPE OF REPORTING PERSON                                                                    PN
*See Item 5.
† This percentage is calculated using a fraction, the numerator of which is the number of shares of Common Stock that may be deemed to be beneficially owned by the Reporting Person, and the denominator of which is 71,489,709 (which is the sum of (i) 49,841,017 shares of Common Stock outstanding as of November 10, 2011 and (ii) 21,648,692 shares of Common Stock issuable upon the conversion, subject to certain limitations, of the 173,189.5678 shares of Series D Participating Convertible Preferred Stock of the Issuer outstanding as of November 10, 2011.


 
5
 

13D
 
1.
 
NAME OF REPORTING PERSONS
Thomas H. Lee Parallel (DT) Fund VI, L.P.
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)¨
(b)x
 
3.
 
SEC USE ONLY
 
4.
 
SOURCE OF FUNDS             OO
 
5.
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS  REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
¨
 
 
6.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH
 
7.
 
SOLE VOTING POWER*         -0-
 
8.
 
SHARED VOTING POWER*   2,510,009
 
9.
 
SOLE DISPOSITIVE POWER*         -0-
 
10.
 
SHARED DISPOSITIVE POWER*    2,510,009
 
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
2,510,009
 
12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
x
 
13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)*†     3.5%
 
 
14.
 
TYPE OF REPORTING PERSON                                                                             PN
*See Item 5.
† This percentage is calculated using a fraction, the numerator of which is the number of shares of Common Stock that may be deemed to be beneficially owned by the Reporting Person, and the denominator of which is 71,489,709 (which is the sum of (i) 49,841,017 shares of Common Stock outstanding as of November 10, 2011 and (ii) 21,648,692 shares of Common Stock issuable upon the conversion, subject to certain limitations, of the 173,189.5678 shares of Series D Participating Convertible Preferred Stock of the Issuer outstanding as of November 10, 2011.


 
6
 

13D
 
1.
 
NAME OF REPORTING PERSONS
THL Equity Fund VI Investors (MoneyGram), LLC
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)¨
(b)x
 
3.
 
SEC USE ONLY
 
4.
 
SOURCE OF FUNDS             OO
 
5.
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS  REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
¨
 
 
6.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH
 
7.
 
SOLE VOTING POWER*         -0-
 
8.
 
SHARED VOTING POWER* 79,444
 
9.
 
SOLE DISPOSITIVE POWER*         -0-
 
10.
 
SHARED DISPOSITIVE POWER*   79,444
 
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
79,444
 
12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
x
 
13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)*†        0.1%
 
 
14.
 
TYPE OF REPORTING PERSON                                                                             OO
*See Item 5.
† This percentage is calculated using a fraction, the numerator of which is the number of shares of Common Stock that may be deemed to be beneficially owned by the Reporting Person, and the denominator of which is 71,489,709 (which is the sum of (i) 49,841,017 shares of Common Stock outstanding as of November 10, 2011 and (ii) 21,648,692 shares of Common Stock issuable upon the conversion, subject to certain limitations, of the 173,189.5678 shares of Series D Participating Convertible Preferred Stock of the Issuer outstanding as of November 10, 2011.


 
7
 

13D
 
1.
 
NAME OF REPORTING PERSONS
THL Coinvestment Partners, L.P.
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)¨
(b)x
 
3.
 
SEC USE ONLY
 
4.
 
SOURCE OF FUNDS                  OO
 
5.
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS  REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
¨
 
 
6.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH
 
7.
 
SOLE VOTING POWER*         -0-
 
8.
 
SHARED VOTING POWER*   60,614
 
9.
 
SOLE DISPOSITIVE POWER*         -0-
 
10.
 
SHARED DISPOSITIVE POWER*    60,614
 
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
60,614
 
12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
x
 
13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)*†      0.1%
 
 
14.
 
TYPE OF REPORTING PERSON                                                                                PN
*See Item 5.
† This percentage is calculated using a fraction, the numerator of which is the number of shares of Common Stock that may be deemed to be beneficially owned by the Reporting Person, and the denominator of which is 71,489,709 (which is the sum of (i) 49,841,017 shares of Common Stock outstanding as of November 10, 2011 and (ii) 21,648,692 shares of Common Stock issuable upon the conversion, subject to certain limitations, of the 173,189.5678 shares of Series D Participating Convertible Preferred Stock of the Issuer outstanding as of November 10, 2011.


 
8
 

13D
 
1.
 
NAME OF REPORTING PERSONS
THL Operating Partners, L.P.
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)¨
(b)x
 
3.
 
SEC USE ONLY
 
4.
 
SOURCE OF FUNDS                        OO
 
5.
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS  REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
¨
 
 
6.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH
 
7.
 
SOLE VOTING POWER*         -0-
 
8.
 
SHARED VOTING POWER* 74,678
 
9.
 
SOLE DISPOSITIVE POWER*         -0-
 
10.
 
SHARED DISPOSITIVE POWER*    74,678
 
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
74,678
 
12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
x
 
13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)*†        0.1%
 
 
14.
 
TYPE OF REPORTING PERSON                                                                                   PN
*See Item 5.
† This percentage is calculated using a fraction, the numerator of which is the number of shares of Common Stock that may be deemed to be beneficially owned by the Reporting Person, and the denominator of which is 71,489,709 (which is the sum of (i) 49,841,017 shares of Common Stock outstanding as of November 10, 2011 and (ii) 21,648,692 shares of Common Stock issuable upon the conversion, subject to certain limitations, of the 173,189.5678 shares of Series D Participating Convertible Preferred Stock of the Issuer outstanding as of November 10, 2011.


 
9
 

13D
 
1.
 
NAME OF REPORTING PERSONS
Putnam Investments Holdings, LLC
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)x
(b)¨
 
3.
 
SEC USE ONLY
 
4.
 
SOURCE OF FUNDS            OO
 
5.
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS  REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
¨
 
 
6.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH
 
7.
 
SOLE VOTING POWER*         -0-
 
8.
 
SHARED VOTING POWER*   108,261
 
9.
 
SOLE DISPOSITIVE POWER*         -0-
 
10.
 
SHARED DISPOSITIVE POWER*    108,261
 
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
 108,261
 
12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
x
 
13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)*†      0.2%
 
 
14.
 
TYPE OF REPORTING PERSON                                                                            OO
*See Item 5.
† This percentage is calculated using a fraction, the numerator of which is the number of shares of Common Stock that may be deemed to be beneficially owned by the Reporting Person, and the denominator of which is 71,489,709 (which is the sum of (i) 49,841,017 shares of Common Stock outstanding as of November 10, 2011 and (ii) 21,648,692 shares of Common Stock issuable upon the conversion, subject to certain limitations, of the 173,189.5678 shares of Series D Participating Convertible Preferred Stock of the Issuer outstanding as of November 10, 2011.


 
10
 

13D
 
1.
 
NAME OF REPORTING PERSONS
Great-West Investors L.P.
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)¨
(b)x
 
3.
 
SEC USE ONLY
 
4.
 
SOURCE OF FUNDS                      OO
 
5.
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS  REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
¨
 
 
6.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH
 
7.
 
SOLE VOTING POWER*         -0-
 
8.
 
SHARED VOTING POWER*   216,564
 
9.
 
SOLE DISPOSITIVE POWER*         -0-
 
10.
 
SHARED DISPOSITIVE POWER*   216,564
 
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
    216,564
 
12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
x
 
13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)*†     0.3%
 
 
14.
 
TYPE OF REPORTING PERSON                                                                              PN
*See Item 5.
† This percentage is calculated using a fraction, the numerator of which is the number of shares of Common Stock that may be deemed to be beneficially owned by the Reporting Person, and the denominator of which is 71,489,709 (which is the sum of (i) 49,841,017 shares of Common Stock outstanding as of November 10, 2011 and (ii) 21,648,692 shares of Common Stock issuable upon the conversion, subject to certain limitations, of the 173,189.5678 shares of Series D Participating Convertible Preferred Stock of the Issuer outstanding as of November 10, 2011.


 
11
 

13D
 
1.
 
NAME OF REPORTING PERSONS
Putnam Investments Employees’ Securities Company III LLC
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)¨
(b)x
 
3.
 
SEC USE ONLY
 
4.
 
SOURCE OF FUNDS                 OO
 
5.
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS  REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
¨
 
 
6.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH
 
7.
 
SOLE VOTING POWER*         -0-
 
8.
 
SHARED VOTING POWER*   108,261
 
9.
 
SOLE DISPOSITIVE POWER*         -0-
 
10.
 
SHARED DISPOSITIVE POWER*   108,261
 
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
  108,261
 
12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
x
 
13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)*†      0.2%
 
 
14.
 
TYPE OF REPORTING PERSON                                                                                  OO
*See Item 5.
† This percentage is calculated using a fraction, the numerator of which is the number of shares of Common Stock that may be deemed to be beneficially owned by the Reporting Person, and the denominator of which is 71,489,709 (which is the sum of (i) 49,841,017 shares of Common Stock outstanding as of November 10, 2011 and (ii) 21,648,692 shares of Common Stock issuable upon the conversion, subject to certain limitations, of the 173,189.5678 shares of Series D Participating Convertible Preferred Stock of the Issuer outstanding as of November 10, 2011.


 
12
 

This Amendment No. 4 (“Amendment No. 4”) amends and supplements the statement on Schedule 13D originally filed by the Reporting Persons on April 4, 2008, as amended on March 9, 2011, May 9, 2011 and May 23, 2011 (the “Schedule 13D”).  Unless otherwise indicated, each capitalized term used but not defined in this Amendment No. 4 shall have the meaning assigned to such term in the Schedule 13D.

Item 4. Purpose of Transaction.

On July 7, 2011, a registration statement which registered for resale all of the shares of common stock owned by the Reporting Persons, the GS Investors and the Silver Point Investors, was declared effective by the Securities and Exchange Commission (the “Registration Statement”). On November 14, 2011, the Company filed a prospectus supplement (“Prospectus Supplement”) with respect to the Registration Statement providing that the Reporting Persons intend to sell 3,674,242 shares of Common Stock pursuant thereto (“Registered Offering”). The Reporting Persons may sell fewer or more shares of Common Stock than are offered in the Prospectus Supplement or may not sell any shares of Common Stock. Even though the Reporting Parties presently intend to dispose of all such shares in the Registered Offering, depending on market conditions and other factors in existence at the time of any such disposition, there can be no assurance that such shares will ultimately be sold pursuant to the Registered Offering.
 
On November 10, 2011, the Company effected a one-for-eight reverse split of the Company’s issued and outstanding Common Stock and a corresponding decrease in the Company’s authorized shares of common stock (the “Reverse Stock Split”).
 

Item 5.  Interest in Securities of the Company.

Item 5 (a) – (b) is hereby amended and restated in its entirety with the following:
 
“(a) – (b)
 
The response to Item 4 is incorporated herein by reference.  Based on information supplied by the Company, immediately following the closing of the Reverse Stock Split, there were 71,489,709 shares of Common Stock outstanding and 173,189.5678 shares of Series D Stock outstanding (equivalent to 21,648,692 shares of Common Stock).  The ownership percentages set forth in this Item 5 include both (i) ownership percentages including the Common Stock issuable upon conversion of the Series D Stock (which Series D Stock, subject to certain exceptions, is non-voting) in the outstanding number of shares of Common Stock (referred to herein as the “Deemed Outstanding”) and (ii) ownership percentages calculated excluding the Common Stock issuable upon conversion of the Series D Stock from the total outstanding number of shares of Common Stock (referred to herein as the “Actually Outstanding”).
 

 
13
 

As of the date hereof, the Reporting Persons collectively may be deemed to beneficially own 39,325,150 shares, which constitute 55.0% of the Deemed Outstanding Common Stock and 79.0% of the Actually Outstanding Common Stock.
 
By virtue of the relationships among the Reporting Persons described herein, the Reporting Persons may be deemed to share beneficial ownership with respect to the shares reported herein.  Except to the extent of a pecuniary interest therein, each of the Reporting Persons expressly disclaims the existence of such beneficial ownership, except: (1) Advisors does not disclaim beneficial ownership of shares held by the THL Coinvest Entities, (2) Advisors VI does not disclaim beneficial ownership of shares held by Equity Fund, Parallel Fund, DT Fund and Fund VI (MG), (3) Putnam Holdings does not disclaim beneficial ownership of shares held by Putnam, and (4) Great-West does not disclaim beneficial ownership of shares held by Putnam and Putnam Holdings.
 
        Equity Fund has direct beneficial ownership of 21,220,202 shares, or 29.7% of the Deemed Outstanding Common Stock and 42.6% of the Actually Outstanding Common Stock, and pursuant to the proxy powers granted to Equity Fund over the Common Stock held by Silver Point in the Silver Point Letter Agreement, may be deemed to have an indirect beneficial ownership of 794,447 shares, or 1.1% of the Deemed Outstanding Common Stock and 1.6% of the Actually Outstanding Common Stock; such shares aggregate to 22,014,649 shares of Common Stock, or 30.8% of the Deemed Outstanding Common Stock and 44.2% of the Actually Outstanding Common Stock.  Equity Fund may be deemed to share with Advisors and Advisors IV voting and dispositive power with respect to such Common Stock.  Equity Fund disclaims beneficial ownership of the stock held by Silver Point.  Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that Equity Fund, the Reporting Persons or any of their respective affiliates are the beneficial owners of any of the stock beneficially owned by Silver Point for purposes of Section 13(d) of the Exchange Act or for any other purpose.

Parallel Fund has direct beneficial ownership of 14,369,192 shares, or 20.1% of the Deemed Outstanding Common Stock and 28.8% of the Actually Outstanding Common Stock.  Parallel Fund may be deemed to share with Advisors and Advisors IV voting and dispositive power with respect to such Common Stock.

DT Fund has direct beneficial ownership of 2,510,009 shares, or 3.5% of the Deemed Outstanding Common Stock and 5.0% of the Actually Outstanding Common Stock.  DT Fund may be deemed to share with Advisors and Advisors IV voting and dispositive power with respect to such Common Stock.

Fund VI (MG) has direct beneficial ownership of 79,444 shares, or 0.1% of the Deemed Outstanding Common Stock and 0.2% of the Actually Outstanding Common Stock.  Fund VI (MG) may be deemed to share with Advisors and Advisors IV voting and dispositive power with respect to such Common Stock.

 
14
 

Coinvestment Fund has direct beneficial ownership of 60,614 shares, or 0.1% of the Deemed Outstanding Common Stock and 0.1% of the Actually Outstanding Common Stock.  Coinvestment Fund may be deemed to share with Advisors voting and dispositive power with respect to such Common Stock.

Operating Partners has direct beneficial ownership of 74,678 shares, or 0.1% of the Deemed Outstanding Common Stock and 0.1% of the Actually Outstanding Common Stock.  Operating Partners may be deemed to share with Advisors voting and dispositive power with respect to such Common Stock.

Putnam has direct beneficial ownership of 108,261 shares, or 0.2% of the Deemed Outstanding Common Stock and 0.2% of the Actually Outstanding Common Stock.  Putnam may be deemed to share with Putnam Holdings, Great-West and Advisors voting and dispositive power with respect to such Common Stock.

Putnam Holdings, as the managing member of Putnam, may be deemed to be the beneficial owner, or to hold shared voting or dispositive power, of 108,261 shares, or 0.2% of the Deemed Outstanding Common Stock and 0.2% of the Actually Outstanding Common Stock.  Putnam Holdings may be deemed to share with Great-West and Advisors voting and dispositive power with respect to such Common Stock.

Great-West has direct beneficial ownership of 108,303 shares, or 0.2% of the Deemed Outstanding Common Stock and 0.2% of the Actually Outstanding Common Stock, and indirectly controls Putnam Holdings, so may be deemed to have an indirect beneficial ownership of 108,261 shares, or 0.2% of the Deemed Outstanding Common Stock and 0.2% of the Actually Outstanding Common Stock; such shares aggregate to 216,564 shares of Common Stock, or 0.3% of the Deemed Outstanding Common Stock and 0.4% of the Actually Outstanding Common Stock.  Great-West may be deemed to share with Advisors voting and dispositive power with respect to such Common Stock.

Advisors VI, as the general partner of the Funds and Fund VI (MG), may be deemed to be the beneficial owner, or to hold shared voting or dispositive power, of 38,178,847 shares, or 53.4% of the Deemed Outstanding Common Stock and 76.6% of the Actually Outstanding Common Stock.  Advisors VI may be deemed to share with Advisors voting and dispositive power with respect to such Common Stock.

Advisors, (1) as the general partner of the sole member of Advisors VI, (2) as the general partner of the general partner of Coinvestment Fund and Operating Partners, and (3) pursuant to the terms of the Fourth Amended and Restated Limited Partnership Agreement of Thomas H. Lee Equity Fund VI, L.P., which requires Great-West and Putnam to dispose of its shares of stock pro rata with the Funds, may be deemed to be the beneficial owner, or to hold shared voting or dispositive power, of 39,325,150 shares, which constitute 55.0% of the Deemed Outstanding Common Stock and 78.9% of the Actually Outstanding Common Stock.

 
15
 

As a result of the matters described in Item 4 above, the Reporting Persons may be deemed to constitute a “group,” within the meaning of Section 13(d)(3) of the Exchange Act, with Goldman Sachs and Silver Point.  The Reporting Persons disclaim beneficial ownership of the stock held by Goldman Sachs and Silver Point.  Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that the Reporting Persons or any of their respective affiliates are the beneficial owners of any of stock beneficially owned by Goldman Sachs or Silver Point for purposes of Section 13(d) of the Exchange Act or for any other purpose.”

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

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

Item 7. Material to be Filed as Exhibits.

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


 
16
 


SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Dated:  November 15, 2011

 
THOMAS H. LEE ADVISORS, LLC
     
 
By:
    /s/  Charles P. Holden     
   
Name:
Charles P. Holden
  
   
Title:
Managing Director
  


 
THL EQUITY ADVISORS VI, LLC
   
 
By:
THOMAS H. LEE PARTNERS, L.P.
 its general partner
 
By:
THOMAS H. LEE ADVISORS, LLC
 its general partner
     
     
 
By:
    /s/  Charles P. Holden     
   
Name:
 Charles P. Holden  
   
Title:
Managing Director
  


 
THOMAS H. LEE EQUITY FUND VI, L.P.
 
By: THL EQUITY ADVISORS VI, LLC, its general partner
By: THOMAS H. LEE PARTNERS, L.P., its sole member
By: THOMAS H. LEE ADVISORS, LLC, its general partner
     
 
By:
    /s/  Charles P. Holden     
   
Name:
 Charles P. Holden  
   
Title:
Managing Director
  

 
 
 
 
17
 
 
 

 
 
THOMAS H. LEE PARALLEL FUND VI, L.P.
 
By: THL EQUITY ADVISORS VI, LLC, its general
partner
By: THOMAS H. LEE PARTNERS, L.P., its sole member
By: THOMAS H. LEE ADVISORS, LLC, its general
partner
     
 
By:
    /s/  Charles P. Holden     
   
Name:
 Charles P. Holden  
   
Title:
Managing Director
  


 
THOMAS H. LEE PARALLEL (DT) FUND VI, L.P.
 
By: THL EQUITY ADVISORS VI, LLC, its general
partner
By: THOMAS H. LEE PARTNERS, L.P., its sole member
By: THOMAS H. LEE ADVISORS, LLC, its general
partner
     
 
By:
    /s/  Charles P. Holden     
   
Name:
 Charles P. Holden  
   
Title:
Managing Director
  


 
THL EQUITY FUND VI INVESTORS
(MONEYGRAM), LLC
 
By: THL EQUITY ADVISORS VI, LLC, its general
partner
By: THOMAS H. LEE PARTNERS, L.P., its sole member
By: THOMAS H. LEE ADVISORS, LLC, its general
partner
     
 
By:
    /s/  Charles P. Holden     
   
Name:
 Charles P. Holden  
   
Title:
Managing Director
  

 
 
 
18
 
 
 


 
THL COINVESTMENT PARTNERS, L.P.
     
 
By:
THOMAS H. LEE PARTNERS, L.P.
its general partner
 
By:
THOMAS H. LEE ADVISORS, LLC
its general partner
     
 
By:
    /s/  Charles P. Holden     
   
Name:
 Charles P. Holden  
   
Title:
Managing Director
  


 
THL OPERATING PARTNERS, L.P.
     
 
By:
THOMAS H. LEE PARTNERS, L.P.
its general partner
 
By:
THOMAS H. LEE ADVISORS, LLC
its general partner
     
 
By:
    /s/  Charles P. Holden     
   
Name:
 Charles P. Holden  
   
Title:
Managing Director
  


 
 
 
 
19
 
 
 

 

 
GREAT-WEST INVESTORS L.P.
     
 
By
THOMAS H. LEE ADVISORS, LLC
its attorney-in-fact
     
 
By:
    /s/  Charles P. Holden     
   
Name:
 Charles P. Holden  
   
Title:
Managing Director
  


 
PUTNAM INVESTMENTS EMPLOYEES’
   SECURITIES COMPANY III LLC
   
 
By
PUTNAM INVESTMENTS HOLDINGS, LLC
its managing member
 
By
PUTNAM INVESTMENTS, LLC
its managing member
 
By
THOMAS H. LEE ADVISORS, LLC
its attorney-in-fact
     
 
By:
      /s/  Charles P. Holden  
   
Name:
 Charles P. Holden  
   
Title:
Managing Director
  


 
PUTNAM INVESTMENTS HOLDINGS, LLC
     
 
By
PUTNAM INVESTMENTS, LLC
its managing member
 
By
THOMAS H. LEE ADVISORS, LLC
its attorney-in-fact
     
 
By:
    /s/  Charles P. Holden  
   
Name:
 Charles P. Holden  
   
Title:
Managing Director
  

 
 
 

 
20
 EX-99.1 2 mm11-1411money_13da4ex.htm EXHIBIT 1: LOCK-UP LETTER mm11-1411money_13da4ex.htm
 
EXHIBIT ___
November 10, 2011
 

Morgan Stanley & Co. LLC
 
1585 Broadway
 
New York, New York 10036
 
Goldman, Sachs & Co.
 
200 West Street
 
New York, New York  10282-2198
 
Merrill Lynch, Pierce, Fenner & Smith Incorporated
 
One Bryant Park
 
New York, New York 10036
 
J.P. Morgan Securities LLC
 
383 Madison Avenue
 
New York, New York  10179
 
Wells Fargo Securities, LLC
 
301 S. College Street
 
Charlotte, NC 28202
 
Ladies and Gentlemen:
 
 
The undersigned understands that Morgan Stanley & Co. LLC (“Morgan Stanley”), Goldman, Sachs & Co. (“Goldman Sachs”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), J.P. Morgan Securities LLC (“J.P. Morgan”) and Wells Fargo Securities, LLC (“Wells Fargo”) (together, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with MoneyGram International, Inc., a Delaware corporation (the “Company”), and the shareholders of the Company, named in Schedule I of the Underwriting Agreement (the “Selling Shareholders”) providing for the public offering (the “Public Offering”) by the several Underwriters, including the Representatives (the “Underwriters”), of the Shares (as defined in the Underwriting Agreement).
 
To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of Morgan Stanley, Goldman Sachs and Merrill Lynch on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 90 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), by the undersigned or
 

 
 
 

any other securities so owned convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise.  The foregoing sentence shall not apply to, (a) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift or (b) distributions of shares of Common Stock or any security convertible into Common Stock to members, limited partners, stockholders or affiliates of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (a) or (b), (i) each donee or distributee shall sign and deliver a lock-up letter substantially in the form of this letter, (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, and no other public filing or report regarding such transfers shall be required or shall be voluntarily made during the restricted period referred to in the foregoing sentence and (iii) any such transfer or distribution shall not involve a disposition for value, or (c) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that such plan does not provide for the transfer of Common Stock during the restricted period and no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of the undersigned or the Company. In addition, the undersigned agrees that, without the prior written consent of Morgan Stanley, Goldman Sachs and Merrill Lynch on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 90 days after the date of the Prospectus, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock.  The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Common Stock in violation with the foregoing restrictions.
 
Notwithstanding the restrictions imposed by this Letter Agreement, the undersigned may (1) exercise an option or warrant, or convert a share of Series D Preferred Stock, outstanding on the date of this letter agreement and disclosed in the Time of Sale Prospectus of which the Underwriters have been advised in writing; provided that the underlying shares of Common Stock shall continue to be subject to the restrictions on transfer set forth in this letter agreement, and (2) transfer the Shares to the Underwriters pursuant to the Underwriting Agreement.
 
Furthermore, during the restricted period, the undersigned may sell shares of Common Stock of the Company purchased by the undersigned on the open market following the Public Offering if and only if (i) such sales are not required to be reported in any public report or filing with the Securities Exchange Commission, or otherwise and (ii) the undersigned does not otherwise voluntarily effect any public filing or report regarding such sales.
 

 
2
 

If:
 
(1)           during the last 17 days of the restricted period the Company issues an earnings release or material news, or a material event relating to the Company occurs; or
 
(2)           prior to the expiration of the restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period;
 
the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.  At the end of the initial restricted period, the Representative shall advise the Selling Shareholders if an extension of the initial restricted period has occurred for purposes of this letter agreement.
 
In the event that any shares of Common Stock held by any of the Selling Shareholders, other than the undersigned, that are subject to a lock-up agreement related to the proposed Public Offering are released from the restrictions set forth therein, the undersigned shall be entitled to a proportionate release from this letter agreement (with such proportion being determined by dividing the number of shares of Common Stock being released with respect to such person and its affiliates by the total number of issued and outstanding shares held by such person and its affiliates), and the Company shall notify the undersigned of such release concurrently with notification to such other released party or parties.
 
The undersigned understands that the Company and the Underwriters are relying upon this agreement in proceeding toward consummation of the Public Offering.  The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns.
 
Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions.  Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company, the Selling Shareholders and the Underwriters.
 
This letter agreement shall automatically terminate and be of no further force and effect if (i) the Representatives, on behalf of the Underwriters, advise the Company and the Selling Shareholders, or the Company advises the Representatives and the Selling Shareholders, in writing, prior to the execution of the Underwriting Agreement, that they will not proceed with the Public Offering, or the Selling Shareholders advise the Representatives and the Company, in writing, prior to the execution of the Underwriting Agreement, that none of them will proceed with participation in the Public Offering, (ii) the termination of the Underwriting Agreement before the sale of any Shares to the Underwriters or (iii)

 
3
 

the Underwriting Agreement has not been executed by the Company, the Selling Shareholders and the Representatives by December 31, 2011.


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

4