0000769993-20-000294.txt : 20200804 0000769993-20-000294.hdr.sgml : 20200804 20200804215936 ACCESSION NUMBER: 0000769993-20-000294 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 22 CONFORMED PERIOD OF REPORT: 20200731 FILED AS OF DATE: 20200804 DATE AS OF CHANGE: 20200804 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GSMP V ONSHORE US, LTD. CENTRAL INDEX KEY: 0001431253 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31950 FILM NUMBER: 201075428 BUSINESS ADDRESS: STREET 1: C/O GOLDMAN, SACHS & CO. STREET 2: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 212-902-7695 MAIL ADDRESS: STREET 1: C/O GOLDMAN, SACHS & CO. STREET 2: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Broad Street Principal Investments, L.L.C. CENTRAL INDEX KEY: 0001575993 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31950 FILM NUMBER: 201075429 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: GS MEZZANINE PARTNERS V OFFSHORE FUND, L.L.C. CENTRAL INDEX KEY: 0001431245 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31950 FILM NUMBER: 201075430 BUSINESS ADDRESS: STREET 1: C/O GOLDMAN, SACHS & CO. STREET 2: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 212-902-7695 MAIL ADDRESS: STREET 1: C/O GOLDMAN, SACHS & CO. STREET 2: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS MEZZANINE PARTNERS V OFFSHORE FUND, L.P. CENTRAL INDEX KEY: 0001431246 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31950 FILM NUMBER: 201075431 BUSINESS ADDRESS: STREET 1: C/O GOLDMAN, SACHS & CO. STREET 2: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 212-902-7695 MAIL ADDRESS: STREET 1: C/O GOLDMAN, SACHS & CO. STREET 2: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GSMP V OFFSHORE US, LTD. CENTRAL INDEX KEY: 0001431247 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31950 FILM NUMBER: 201075432 BUSINESS ADDRESS: STREET 1: C/O GOLDMAN, SACHS & CO. STREET 2: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 212-902-7695 MAIL ADDRESS: STREET 1: C/O GOLDMAN, SACHS & CO. STREET 2: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS MEZZANINE PARTNERS V INSTITUTIONAL FUND, L.L.C. CENTRAL INDEX KEY: 0001431248 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31950 FILM NUMBER: 201075433 BUSINESS ADDRESS: STREET 1: C/O GOLDMAN, SACHS & CO. STREET 2: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 212-902-7695 MAIL ADDRESS: STREET 1: C/O GOLDMAN, SACHS & CO. STREET 2: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS MEZZANINE PARTNERS V INSTITUTIONAL FUND, L.P. CENTRAL INDEX KEY: 0001431249 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31950 FILM NUMBER: 201075434 BUSINESS ADDRESS: STREET 1: C/O GOLDMAN, SACHS & CO. STREET 2: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 212-902-7695 MAIL ADDRESS: STREET 1: C/O GOLDMAN, SACHS & CO. STREET 2: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GSMP V INSTITUTIONAL US, LTD. CENTRAL INDEX KEY: 0001431250 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31950 FILM NUMBER: 201075435 BUSINESS ADDRESS: STREET 1: C/O GOLDMAN, SACHS & CO. STREET 2: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 212-902-7695 MAIL ADDRESS: STREET 1: C/O GOLDMAN, SACHS & CO. STREET 2: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS MEZZANINE PARTNERS V ONSHORE FUND, L.L.C. CENTRAL INDEX KEY: 0001431251 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31950 FILM NUMBER: 201075436 BUSINESS ADDRESS: STREET 1: C/O GOLDMAN, SACHS & CO. STREET 2: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 212-902-7695 MAIL ADDRESS: STREET 1: C/O GOLDMAN, SACHS & CO. STREET 2: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS MEZZANINE PARTNERS V ONSHORE FUND, L.P. CENTRAL INDEX KEY: 0001431252 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31950 FILM NUMBER: 201075437 BUSINESS ADDRESS: STREET 1: C/O GOLDMAN, SACHS & CO. STREET 2: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 212-902-7695 MAIL ADDRESS: STREET 1: C/O GOLDMAN, SACHS & CO. STREET 2: 85 BROAD STREET 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 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2828 N. HARWOOD STREET, 15TH FLOOR CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2149997640 MAIL ADDRESS: STREET 1: 2828 N. HARWOOD STREET, 15TH FLOOR CITY: DALLAS STATE: TX ZIP: 75201 4 1 ownershipdoc07212020034303.xml X0306 4 2020-07-31-04:00 false 0001273931 MONEYGRAM INTERNATIONAL INC MGI 0001431253 GSMP V ONSHORE US, LTD. 200 WEST STREET NEW YORK NY 10282 false false true false 0001575993 Broad Street Principal Investments, L.L.C. 200 WEST STREET NEW YORK NY 10282 false false true false 0001431245 GS MEZZANINE PARTNERS V OFFSHORE FUND, L.L.C. 200 WEST STREET NEW YORK NY 10282 false false true false 0001431246 GS MEZZANINE PARTNERS V OFFSHORE FUND, L.P. 200 WEST STREET NEW YORK NY 10282 false false true false 0001431247 GSMP V OFFSHORE US, LTD. 200 WEST STREET NEW YORK NY 10282 false false true false 0001431248 GS MEZZANINE PARTNERS V INSTITUTIONAL FUND, L.L.C. 200 WEST STREET NEW YORK NY 10282 false false true false 0001431249 GS MEZZANINE PARTNERS V INSTITUTIONAL FUND, L.P. 200 WEST STREET NEW YORK NY 10282 false false true false 0001431250 GSMP V INSTITUTIONAL US, LTD. 200 WEST STREET NEW YORK NY 10282 false false true false 0001431251 GS MEZZANINE PARTNERS V ONSHORE FUND, L.L.C. 200 WEST STREET NEW YORK NY 10282 false false true false 0001431252 GS MEZZANINE PARTNERS V ONSHORE FUND, L.P. 200 WEST STREET NEW YORK NY 10282 false false true false Common Stock, par value $0.01 38202 I See footnotes Series D Part. Conv. Pref. Stk., par value $0.01 2020-07-31-04:00 4 S false 2400 3.49 D Common Stock 300000 68881.9027 I See footnotes Series D Part. Conv. Pref. Stk., par value $0.01 2020-08-03-04:00 4 S false 3520 3.54 D Common Stock 440000 65361.9012 I See footnotes Series D Part. Conv. Pref. Stk., par value $0.01 2020-08-04-04:00 4 S false 3000 3.58 D Common Stock 375000 62361.8998 I See footnotes See Exhibit 99 for text of footnote 1. See Exhibit 99 for text of footnote 2. See Exhibit 99 for text of footnote 3. See Exhibit 99 for text of footnote 4. See Exhibit 99 for text of footnote 5. See Exhibit 99 for text of footnote 6. See Exhibit 99 for text of footnote 7. /s/ Nathan R. Burby, Attorney-in-fact 2020-08-04-04:00 /s/ Nathan R. Burby, Attorney-in-fact 2020-08-04-04:00 /s/ Nathan R. Burby, Attorney-in-fact 2020-08-04-04:00 /s/ Nathan R. Burby, Attorney-in-fact 2020-08-04-04:00 /s/ Nathan R. Burby, Attorney-in-fact 2020-08-04-04:00 /s/ Nathan R. Burby, Attorney-in-fact 2020-08-04-04:00 /s/ Nathan R. Burby, Attorney-in-fact 2020-08-04-04:00 /s/ Nathan R. Burby, Attorney-in-fact 2020-08-04-04:00 /s/ Nathan R. Burby, Attorney-in-fact 2020-08-04-04:00 /s/ Nathan R. Burby, Attorney-in-fact 2020-08-04-04:00 EX-24 2 gsmpvusltdpoa.txt

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS Mezzanine Partners V
US, Ltd. (the "Company") does hereby make, constitute and
appoint each of Jamison Yardley and Nathan R. Burby, 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 the earlier of (i)
July 29, 2023 and (ii) such time that it is revoked in writing by
the undersigned; provided that in the event the attorney-in-fact
ceases to be an employee of the Company or its affiliates or
ceases to perform the function in connection with which he/she
was appointed attorney-in-fact prior to such time, this Power of
Attorney shall cease to have effect in relation to such
attorney-in-fact upon such cessation but shall continue in full
force and effect in relation to any remaining attorneys-in-fact.
The Company has the unrestricted right unilaterally to revoke
this Power of Attorney.
This Power of Attorney shall be governed by, and construed in
accordance with, the laws of the State of New York, without
regard to rules of conflicts of law.
IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of July 30, 2020.
GS Mezzanine Partners V US, Ltd
By: /s/ William Y. Eng
Name: William Y. Eng
Title: Vice President

EX-24 3 gsmpoffshorefund.txt

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 Jamison Yardley and Nathan R. Burby, 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 the earlier of (i)
July 29, 2023 and (ii) such time that it is revoked in writing by
the undersigned; provided that in the event the attorney-in-fact
ceases to be an employee of the Company or its affiliates or
ceases to perform the function in connection with which he/she
was appointed attorney-in-fact prior to such time, this Power of
Attorney shall cease to have effect in relation to such
attorney-in-fact upon such cessation but shall continue in full
force and effect in relation to any remaining attorneys-in-fact.
The Company has the unrestricted right unilaterally to revoke
this Power of Attorney.
This Power of Attorney shall be governed by, and construed in
accordance with, the laws of the State of New York, without
regard to rules of conflicts of law.
IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of July 30, 2020.
GS Mezzanine Partners V Offshore Fund, L.P.
By: GS MEZZANINE PARTNERS V OFFSHORE L.L.C, its General Partner
By: /s/ William Y. Eng
Name: William Y. Eng
Title: Vice President

EX-24 4 gscpviadvisorspoa.txt

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
Jamison Yardley and Nathan R. Burby, 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 the earlier of (i)
July 29, 2023 and (ii) such time that it is revoked in writing by
the undersigned; provided that in the event the attorney-in-fact
ceases to be an employee of the Company or its affiliates or
ceases to perform the function in connection with which he/she
was appointed attorney-in-fact prior to such time, this Power of
Attorney shall cease to have effect in relation to such
attorney-in-fact upon such cessation but shall continue in full
force and effect in relation to any remaining attorneys-in-fact.
The Company has the unrestricted right unilaterally to revoke
this Power of Attorney.
This Power of Attorney shall be governed by, and construed in
accordance with, the laws of the State of New York, without
regard to rules of conflicts of law.
IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of July 30, 2020.
GSCP VI Advisors, L.L.C.
By: /s/ William Y. Eng
Name: William Y. Eng
Title: Vice President

EX-24 5 gscapitalpartnerspoa.txt

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 Jamison Yardley and Nathan R. Burby, 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 the earlier of (i)
July 29, 2023 and (ii) such time that it is revoked in writing by
the undersigned; provided that in the event the attorney-in-fact
ceases to be an employee of the Company or its affiliates or
ceases to perform the function in connection with which he/she
was appointed attorney-in-fact prior to such time, this Power of
Attorney shall cease to have effect in relation to such
attorney-in-fact upon such cessation but shall continue in full
force and effect in relation to any remaining attorneys-in-fact.
The Company has the unrestricted right unilaterally to revoke
this Power of Attorney.
This Power of Attorney shall be governed by, and construed in
accordance with, the laws of the State of New York, without
regard to rules of conflicts of law.
IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of July 30, 2020.
GS Capital Partners VI Fund, L.P.
By: GSCP VI Advisors, L.L.C., its General Partner
By: /s/ William Y. Eng
Name: William Y. Eng
Title: Vice President

EX-24 6 gscapitalpartnerslp.txt

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 Jamison Yardley and Nathan R. Burby, 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 the earlier of (i)
July 29, 2023 and (ii) such time that it is revoked in writing by
the undersigned; provided that in the event the attorney-in-fact
ceases to be an employee of the Company or its affiliates or
ceases to perform the function in connection with which he/she
was appointed attorney-in-fact prior to such time, this Power of
Attorney shall cease to have effect in relation to such
attorney-in-fact upon such cessation but shall continue in full
force and effect in relation to any remaining attorneys-in-fact.
The Company has the unrestricted right unilaterally to revoke
this Power of Attorney.
This Power of Attorney shall be governed by, and construed in
accordance with, the laws of the State of New York, without
regard to rules of conflicts of law.
IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of July 30, 2020.
GS Capital Partners VI Offshore Fund, L.P.
By: GSCP VI Offshore Advisors, L.L.C., its General Partner
By: /s/ William Y. Eng
Name: William Y. Eng
Title: Vice President

EX-24 7 gscpoffshore.txt

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 Jamison Yardley and Nathan R. Burby, 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 the earlier of (i)
July 29, 2023 and (ii) such time that it is revoked in writing by
the undersigned; provided that in the event the attorney-in-fact
ceases to be an employee of the Company or its affiliates or
ceases to perform the function in connection with which he/she
was appointed attorney-in-fact prior to such time, this Power of
Attorney shall cease to have effect in relation to such
attorney-in-fact upon such cessation but shall continue in full
force and effect in relation to any remaining attorneys-in-fact.
The Company has the unrestricted right unilaterally to revoke
this Power of Attorney.
This Power of Attorney shall be governed by, and construed in
accordance with, the laws of the State of New York, without
regard to rules of conflicts of law.
IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of July 30, 2020.
GSCP VI Offshore Advisors, L.L.C.
By: General Partner of GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
By: /s/ William Y. Eng
Name: William Y. Eng
Title: Vice President

EX-24 8 gscpparallelpoa.txt

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 Jamison Yardley and Nathan R. Burby, 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 the earlier of (i)
July 29, 2023 and (ii) such time that it is revoked in writing by
the undersigned; provided that in the event the attorney-in-fact
ceases to be an employee of the Company or its affiliates or
ceases to perform the function in connection with which he/she
was appointed attorney-in-fact prior to such time, this Power of
Attorney shall cease to have effect in relation to such
attorney-in-fact upon such cessation but shall continue in full
force and effect in relation to any remaining attorneys-in-fact.
The Company has the unrestricted right unilaterally to revoke
this Power of Attorney.
This Power of Attorney shall be governed by, and construed in
accordance with, the laws of the State of New York, without
regard to rules of conflicts of law.
IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of July 30, 2020.
GS Capital Partners VI Parallel, L.P.
By: GS Advisors VI L.L.C., its General Partner
By: /s/ William Y. Eng
Name: William Y. Eng
Title: Vice President

EX-24 9 gscpgmbhpoa.txt

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 Jamison Yardley and Nathan R. Burby, 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 the earlier of (i)
July 29, 2023 and (ii) such time that it is revoked in writing by
the undersigned; provided that in the event the attorney-in-fact
ceases to be an employee of the Company or its affiliates or
ceases to perform the function in connection with which he/she
was appointed attorney-in-fact prior to such time, this Power of
Attorney shall cease to have effect in relation to such
attorney-in-fact upon such cessation but shall continue in full
force and effect in relation to any remaining attorneys-in-fact.
The Company has the unrestricted right unilaterally to revoke
this Power of Attorney.
This Power of Attorney shall be governed by, and construed in
accordance with, the laws of the State of New York, without
regard to rules of conflicts of law.
IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of July 30, 2020.
GS Capital Partners VI GmbH & Co. KG
By: GS Advisors VI, L.L.C., its Managing Limited Partner
By: /s/ William Y. Eng
Name: William Y. Eng
Title: Vice President

EX-24 10 gsmpinstilp.txt

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 Jamison Yardley and Nathan R.
Burby, 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 the earlier of (i)
July 29, 2023 and (ii) such time that it is revoked in writing by
the undersigned; provided that in the event the attorney-in-fact
ceases to be an employee of the Company or its affiliates or
ceases to perform the function in connection with which he/she
was appointed attorney-in-fact prior to such time, this Power of
Attorney shall cease to have effect in relation to such
attorney-in-fact upon such cessation but shall continue in full
force and effect in relation to any remaining attorneys-in-fact.
The Company has the unrestricted right unilaterally to revoke
this Power of Attorney.
This Power of Attorney shall be governed by, and construed in
accordance with, the laws of the State of New York, without
regard to rules of conflicts of law.
IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of July 30, 2020.
GS Mezzanine Partners V Institutional Fund, L.P.
By: GS Mezzanine Partners V Institutional Fund, L.L.C., its
General Partner
By: /s/ William Y. Eng
Name: William Y. Eng
Title: Vice President

EX-24 11 gsmpoffshoreus.txt

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
Jamison Yardley and Nathan R. Burby, 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 the earlier of (i)
July 29, 2023 and (ii) such time that it is revoked in writing by
the undersigned; provided that in the event the attorney-in-fact
ceases to be an employee of the Company or its affiliates or
ceases to perform the function in connection with which he/she
was appointed attorney-in-fact prior to such time, this Power of
Attorney shall cease to have effect in relation to such
attorney-in-fact upon such cessation but shall continue in full
force and effect in relation to any remaining attorneys-in-fact.
The Company has the unrestricted right unilaterally to revoke
this Power of Attorney.
This Power of Attorney shall be governed by, and construed in
accordance with, the laws of the State of New York, without
regard to rules of conflicts of law.
IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of July 30, 2020.
GSMP V Offshore US, Ltd.
By: /s/ William Y. Eng
Name: William Y. Eng
Title: Vice President

EX-24 12 gsmpinstllc.txt

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 Jamison Yardley and Nathan R.
Burby, 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 the earlier of (i)
July 29, 2023 and (ii) such time that it is revoked in writing by
the undersigned; provided that in the event the attorney-in-fact
ceases to be an employee of the Company or its affiliates or
ceases to perform the function in connection with which he/she
was appointed attorney-in-fact prior to such time, this Power of
Attorney shall cease to have effect in relation to such
attorney-in-fact upon such cessation but shall continue in full
force and effect in relation to any remaining attorneys-in-fact.
The Company has the unrestricted right unilaterally to revoke
this Power of Attorney.
This Power of Attorney shall be governed by, and construed in
accordance with, the laws of the State of New York, without
regard to rules of conflicts of law.
IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of July 30, 2020.
GS Mezzanine Partners V Institutional Fund, L.L.C.
By: /s/ William Y. Eng
Name: William Y. Eng
Title: Vice President

EX-24 13 gsmponshorepoa.txt

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
Jamison Yardley and Nathan R. Burby, 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 the earlier of (i)
July 29, 2023 and (ii) such time that it is revoked in writing by
the undersigned; provided that in the event the attorney-in-fact
ceases to be an employee of the Company or its affiliates or
ceases to perform the function in connection with which he/she
was appointed attorney-in-fact prior to such time, this Power of
Attorney shall cease to have effect in relation to such
attorney-in-fact upon such cessation but shall continue in full
force and effect in relation to any remaining attorneys-in-fact.
The Company has the unrestricted right unilaterally to revoke
this Power of Attorney.
This Power of Attorney shall be governed by, and construed in
accordance with, the laws of the State of New York, without
regard to rules of conflicts of law.
IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of July 30, 2020.
GSMP V Onshore US, Ltd.
By: /s/ William Y. Eng
Name: William Y. Eng
Title: Vice President

EX-24 14 gsmpoffshorellc.txt

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 Jamison Yardley and Nathan R.
Burby, 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 the earlier of (i)
July 29, 2023 and (ii) such time that it is revoked in writing by
the undersigned; provided that in the event the attorney-in-fact
ceases to be an employee of the Company or its affiliates or
ceases to perform the function in connection with which he/she
was appointed attorney-in-fact prior to such time, this Power of
Attorney shall cease to have effect in relation to such
attorney-in-fact upon such cessation but shall continue in full
force and effect in relation to any remaining attorneys-in-fact.
The Company has the unrestricted right unilaterally to revoke
this Power of Attorney.
This Power of Attorney shall be governed by, and construed in
accordance with, the laws of the State of New York, without
regard to rules of conflicts of law.
IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of July 30, 2020.
GS Mezzanine Partners V Offshore Fund, L.L.C.
By: /s/ William Y. Eng
Name: William Y. Eng
Title: Vice President

EX-24 15 gsmpvinstipoa.txt

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 Jamison Yardley and Nathan R. Burby, 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 the earlier of (i)
July 29, 2023 and (ii) such time that it is revoked in writing by
the undersigned; provided that in the event the attorney-in-fact
ceases to be an employee of the Company or its affiliates or
ceases to perform the function in connection with which he/she
was appointed attorney-in-fact prior to such time, this Power of
Attorney shall cease to have effect in relation to such
attorney-in-fact upon such cessation but shall continue in full
force and effect in relation to any remaining attorneys-in-fact.
The Company has the unrestricted right unilaterally to revoke
this Power of Attorney.
This Power of Attorney shall be governed by, and construed in
accordance with, the laws of the State of New York, without
regard to rules of conflicts of law.
IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of July 30, 2020.
GSMP V Institutional US, Ltd.
By: GSMP V Institutional US, Ltd., its General Partner
By: /s/ William Y. Eng
Name: William Y. Eng
Title: Vice President

EX-24 16 gsmponshorelp.txt

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 Jamison Yardley and Nathan R. Burby, 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 the earlier of (i)
July 29, 2023 and (ii) such time that it is revoked in writing by
the undersigned; provided that in the event the attorney-in-fact
ceases to be an employee of the Company or its affiliates or
ceases to perform the function in connection with which he/she
was appointed attorney-in-fact prior to such time, this Power of
Attorney shall cease to have effect in relation to such
attorney-in-fact upon such cessation but shall continue in full
force and effect in relation to any remaining attorneys-in-fact.
The Company has the unrestricted right unilaterally to revoke
this Power of Attorney.
This Power of Attorney shall be governed by, and construed in
accordance with, the laws of the State of New York, without
regard to rules of conflicts of law.
IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of July 30, 2020.
GS Mezzanine Partners V Onshore Fund, L.P.
By: GS Mezzanine Partners V Onshore Fund, L.L.C., its General
Partner
By: /s/ William Y. Eng
Name: William Y. Eng
Title: Vice President

EX-24 17 gsmponshorellc.txt

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 Jamison Yardley and Nathan R.
Burby, 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 the earlier of (i)
July 29, 2023 and (ii) such time that it is revoked in writing by
the undersigned; provided that in the event the attorney-in-fact
ceases to be an employee of the Company or its affiliates or
ceases to perform the function in connection with which he/she
was appointed attorney-in-fact prior to such time, this Power of
Attorney shall cease to have effect in relation to such
attorney-in-fact upon such cessation but shall continue in full
force and effect in relation to any remaining attorneys-in-fact.
The Company has the unrestricted right unilaterally to revoke
this Power of Attorney.
This Power of Attorney shall be governed by, and construed in
accordance with, the laws of the State of New York, without
regard to rules of conflicts of law.
IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of July 30, 2020.
GS Mezzanine Partners V Onshore Fund, L.L.C.
By: General Partner of GS MEZZANINE PARTNERS V ONSHORE FUND L.P.
By: /s/ William Y. Eng
Name: William Y. Eng
Title: Vice President

EX-24 18 gsmgmbhpoa.txt

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 Jamison Yardley and Nathan R. Burby, 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 the earlier of (i)
July 29, 2023 and (ii) such time that it is revoked in writing by
the undersigned; provided that in the event the attorney-in-fact
ceases to be an employee of the Company or its affiliates or
ceases to perform the function in connection with which he/she
was appointed attorney-in-fact prior to such time, this Power of
Attorney shall cease to have effect in relation to such
attorney-in-fact upon such cessation but shall continue in full
force and effect in relation to any remaining attorneys-in-fact.
The Company has the unrestricted right unilaterally to revoke
this Power of Attorney.
This Power of Attorney shall be governed by, and construed in
accordance with, the laws of the State of New York, without
regard to rules of conflicts of law.
IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of July 30, 2020.
Goldman, Sachs Management GP GmbH
By: /s/ William Y. Eng
Name: William Y. Eng
Title: Vice President

EX-24 19 gsadvisorspoa.txt

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
Jamison Yardley and Nathan R. Burby, 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 the earlier of (i)
July 29, 2023 and (ii) such time that it is revoked in writing by
the undersigned; provided that in the event the attorney-in-fact
ceases to be an employee of the Company or its affiliates or
ceases to perform the function in connection with which he/she
was appointed attorney-in-fact prior to such time, this Power of
Attorney shall cease to have effect in relation to such
attorney-in-fact upon such cessation but shall continue in full
force and effect in relation to any remaining attorneys-in-fact.
The Company has the unrestricted right unilaterally to revoke
this Power of Attorney.
This Power of Attorney shall be governed by, and construed in
accordance with, the laws of the State of New York, without
regard to rules of conflicts of law.
IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of July 30, 2020.
GS Advisors VI, L.L.C.
By: GS Advisors VI L.L.C., its General Partner
By: /s/ William Y. Eng
Name: William Y. Eng
Title: Vice President

EX-99 20 exhibit1.txt

FOOTNOTES
1. This statement is being filed by The Goldman Sachs Group, Inc.
("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), GSCP VI
Advisors, L.L.C. ("GSCP Advisors"), GS Capital Partners VI Fund,
L.P. ("GS Capital"), GS Advisors VI, L.L.C. ("GS Advisors"),
GSCP VI Offshore Advisors, L.L.C. ("GSCP Offshore Advisors"), GS
Capital Partners VI Offshore Fund, L.P. ("GS Offshore"),
Goldman, Sachs Management GP GmbH ("GS GmbH"), GS Capital
Partners VI Parallel, L.P. ("GS Parallel"), GS Capital Partners
VI GmbH & Co. KG ("GS Germany"), GSMP V Onshore US, Ltd. ("GSMP
Onshore"), GS Mezzanine Partners V Onshore Fund, L.P. ("GS
Mezzanine Onshore"), GS Mezzanine Partners V Onshore Fund,
L.L.C. ("GS Mezzanine Onshore GP"), GSMP V Institutional US,
Ltd. ("GSMP Institutional"), GS Mezzanine Partners V
Institutional Fund, L.P. ("GS Mezzanine Institutional"), GS
Mezzanine Partners V Institutional Fund, L.L.C. ("GS Mezzanine
Institutional GP"), GSMP V Offshore US, Ltd. ("GSMP Offshore"),
GS Mezzanine Partners V Offshore Fund, L.P. ("GS Mezzanine
Offshore"), GS Mezzanine Partners V Offshore Fund, L.L.C. ("GS
Mezzanine Offshore GP") , Broad Street Principal Investments
L.L.C ("BSPI" and, together with the foregoing entities,
the "Reporting Persons").
GS Capital, GS Offshore, GS Parallel, GS Germany, GSMP Onshore,
GSMP Institutional, and GSMP Offshore are referred to herein as
the "GS Investors". Goldman Sachs is a wholly-owned subsidiary
of GS Group. Goldman Sachs also serves as the manager and the
investment manager of certain of the Reporting Persons other
than GS Group. Neither the present filing nor anything contained
herein shall be construed as an admission that any Reporting
Person constitutes a "person" for any purpose other than for
compliance with Section 13(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"). Due to the electronic
system's limitation of 10 Reporting Persons per joint filing,
this statement is being filed in duplicate.
2. In accordance with the Amended and Restated Certificate of
Designations, Preferences and Rights of the Series D
Participating Convertible Preferred Stock (the "Series D
Preferred Stock"), the Series D Preferred Stock is convertible
into shares of common stock ("Common Stock") of MoneyGram
International, Inc. (the "Company") by a holder (other than the
Reporting Persons and their affiliates) who receives such shares
by means of (i) a widespread public distribution, (ii) a
transfer to an underwriter for the purpose of conducting a
widespread public distribution, (iii) a transfer in which no
transferee (or group of associated transferees) would receive 2%
or more of any class of voting securities of the Company, or
(iv) a transfer to a transferee that would control more than 50%
of the voting securities of the Company without any transfer
from such transferor or its affiliates, as applicable (each of
(i) - (iv), a "Widely Dispersed Offering"). The number of
shares of Common Stock to be issued upon conversion shall be
determined by multiplying each share of Series D Preferred Stock
by 125. The Series D Preferred Stock is non-voting while held by
the GS Investors or their affiliates, and while held by any
holder who receives such shares by means other than a Widely
Dispersed Offering.
3.Sold pursuant to Rule 144 of the Securities Act of 1933, as
amended.

EX-99 21 exhibit2.txt

4. As of August 4, 2020, GS Group may be deemed to beneficially
own an aggregate of 7,833,436 shares of Common Stock, consisting
of (i) 62,361.8998 shares of Series D Preferred Stock acquired
by the GS Investors on the Recapitalization Closing Date and
currently held by the GS Investors and BSPI, which are
convertible by a holder other than the Reporting Persons or
their affiliates, that receives such shares in a Widely
Dispersed Offering into 7,795,234 shares of Common Stock and
(ii) 38,202 shares of Common Stock acquired by Goldman Sachs or
another wholly-owned broker or dealer subsidiary of GS Group in
ordinary course trading activities, representing in the
aggregate approximately 10.8% of the outstanding Common Stock.

As of August 4, 2020, Goldman Sachs may be deemed to beneficially
own an aggregate of 7,073,507 shares of Common Stock, consisting
of (i) 56,282.4336 shares of Series D Preferred Stock acquired
by the GS Investors on the Recapitalization Closing Date, which
are convertible by a holder other than the Reporting Persons or
their affiliates, that receives such shares in a Widely
Dispersed Offering into 7,035,304 shares of Common Stock and
(ii) 38,202 shares of Common Stock acquired by Goldman Sachs or
another wholly-owned broker or dealer subsidiary of GS Group in
ordinary course trading activities, representing in the
aggregate approximately 9.8% of the outstanding Common Stock.
As of August 4, 2020, GSCP Advisors and GS Capital may each be
deemed to beneficially own an aggregate of 2,830,875 shares of
Common Stock, consisting of 22,647.0034 shares of Series D
Preferred Stock acquired by the GS Investors on the
Recapitalization Closing Date, which are convertible by a
holder, other than the Reporting Persons or their affiliates,
that receives such shares in a Widely Dispersed Offering into
2,830,875 shares of Common Stock, representing in the aggregate
approximately 3.9% of the outstanding Common Stock.
As of August 4, 2020, GSCP Offshore Advisors and GS Offshore may
each be deemed to beneficially own an aggregate of 2,354,623
shares of Common Stock, consisting of 18,836.9842 shares of
Series D Preferred Stock acquired by the GS Investors on the
Recapitalization Closing Date, which are convertible by a
holder, other than the Reporting Persons or their affiliates,
that receives such shares in a Widely Dispersed Offering into
2,354,623 shares of Common Stock, representing in the aggregate
approximately 3.2% of the outstanding Common Stock.
As of August 4, 2020, GS Advisors may be deemed to beneficially
own an aggregate of 879,051 shares of Common Stock, consisting
of 7,032.4130 shares of Series D Preferred Stock acquired by the
GS Investors on the Recapitalization Closing Date, which are
convertible by a holder, other than the Reporting Persons or
their affiliates, that receives such shares in a Widely
Dispersed Offering into 879,051 shares of Common Stock,
representing in the aggregate approximately 1.2% of the
outstanding Common Stock.
As of August 4, 2020, GS Parallel may be deemed to beneficially
own an aggregate of 778,442 shares of Common Stock, consisting
of 6,227.5391shares of Series D Preferred Stock acquired by the
GS Investors on the Recapitalization Closing Date, which are
convertible by a holder, other than the Reporting Persons or
their affiliates, that receives such shares in a Widely
Dispersed Offering into 778,442 shares of Common Stock,
representing in the aggregate approximately 1.1% of the
outstanding Common Stock.
As of August 4, 2020, GS GmbH and GS Germany may each be deemed
to beneficially own an aggregate of 100,609 shares of Common
Stock, consisting of 804.8739 shares of Series D Preferred Stock
acquired by the GS Investors on the Recapitalization Closing
Date, which are convertible by a holder, other than the
Reporting Persons or their affiliates, that receives such shares
in a Widely Dispersed Offering into 100,609 shares of Common
Stock, representing in the aggregate approximately 0.1% of the
outstanding Common Stock.
As of August 4, 2020, GS Mezzanine Onshore GP, GS Mezzanine
Onshore and GSMP Onshore may each be deemed to beneficially own
an aggregate of 370,714 shares of Common Stock, consisting of
2,965.7150 shares of Series D Preferred Stock acquired by the GS
Investors on the Recapitalization Closing Date, which are
convertible by a holder other than the Reporting Persons or
their affiliates, that receives such shares in a Widely
Dispersed Offering into 370,714 shares of Common Stock,
representing in the aggregate approximately 0.5% of the
outstanding Common Stock.
As of August 4, 2020, GS Mezzanine Institutional GP, GS Mezzanine
Institutional and GSMP Institutional may each be deemed to
beneficially own an aggregate of 39,115 shares of Common Stock,
consisting of 312.9226 shares of Series D Preferred Stock
acquired by the GS Investors on the Recapitalization Closing
Date, which are convertible by a holder, other than the
Reporting Persons or their affiliates, that receives such shares
in a Widely Dispersed Offering into 39,115 shares of Common
Stock, representing in the aggregate approximately 0.1% of the
outstanding Common Stock.
As of August 4, 2020, GS Mezzanine Offshore GP, GS Mezzanine
Offshore and GSMP Offshore may each be deemed to beneficially
own an aggregate of 560,924 shares of Common Stock, consisting
of 4,487.3953 shares of Series D Preferred Stock acquired by the
GS Investors on the Recapitalization Closing Date, which are
convertible by a holder, other than the Reporting Persons or
their affiliates, that receives such shares in a Widely
Dispersed Offering into 560,924 shares of Common Stock,
representing in the aggregate approximately 0.8% of the
outstanding Common Stock.
As of August 4, 2020, Broad Street Principal Investments, L.L.C.
may be deemed to beneficially own an aggregate of 545,385 shares
of Common Stock, consisting of 4,363.0855 shares of Series D
Preferred Stock acquired by the GS Investors on the
Recapitalization Closing Date and currently held by BSPI, which
are convertible by a holder, other than the Reporting Persons or
their affiliates, that receives such shares in a Widely
Dispersed Offering into 545,385 shares of Common Stock,
representing in the aggregate approximately 0.8% of the
outstanding Common Stock.
The Reporting Persons disclaim beneficial ownership of the
securities reported herein except to the extent of their
pecuniary interest therein.

EX-99 22 exhibit3.txt

5. Reflects a weighted average sale price of $3.49 per share, at
prices ranging from $3.28 to $3.87 per share.
6. Reflects a weighted average sale price of $3.54 per share, at
prices ranging from $3.37 to $3.66 per share.
7. Reflects a weighted average sale price of $3.58 per share, at
prices ranging from $3.50 to $3.66 per share.