8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

___________________________________________________________________________________________________ 

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported):
March 8, 2008

_________________________________________________

MONEYGRAM INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)

Delaware	1-31950	16-1690064
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)
1550 Utica Avenue South, Suite 100,
Minneapolis, Minnesota		55416
(Address of principal executive offices)		(Zip Code)

(Registrant’s telephone number, including area code):         952-591-3000

Not Applicable

______________________________________________
Former name or former address, if changed since last report

                                                                 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:

¨          Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨          Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨          Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b))

¨          Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

Item 1.01. Entry into a Material Definitive Agreement.

          On March 8, 2008, MoneyGram International, Inc., a Delaware corporation (the “Corporation”), entered into an amendment (“Amendment No. 1”) to that certain Purchase Agreement, dated as of February 11, 2008 (the “Purchase Agreement”), among the Corporation and affiliates of Thomas H. Lee Partners, L.P. (“THL”) and affiliates of Goldman, Sachs & Co. (“Goldman Sachs”) (THL and Goldman Sachs collectively, the “Investors”). Amendment No. 1 acknowledges the failure of the Corporation to meet certain conditions related to the capital of the Corporation, which were required to close the previous agreement, including the requirement that the Corporation have, on a pro forma basis for the transaction, at least $150 million of unrest ricted assets (as defined in the Purchase Agreement). Amendment No. 1 also provides that the Purchase Agreement may be terminated by either the Corporation or any Investor upon written notice of termination.

          On March 10, 2008, the Corporation and the Investors entered into Amendment No. 2 to the Purchase Agreement (“Amendment No. 2”), pursuant to which the Corporation and the Investors have agreed to further amend the Purchase Agreement to reflect the terms set forth in Exhibit A to Amendment No. 2. Amendment No. 2 will result in material changes to the Purchase Agreement including, without limitation, that:

• the Investors will purchase $760 million of Series B Preferred Stock and Series B-1 Preferred Stock, which will be issued at the closing of the transaction and will initially be convertible into approximately 79% of the common equity of the Company;
• the Investors will not receive the shares of Series C Preferred Stock, Series D Preferred Stock, and common stock at the closing of the transaction, as contemplated under the original terms;
• the conversion price of the Series B Preferred Stock and the Series B-1 Preferred Stock will be $2.50 per share, as opposed to $5.00 per share under the original terms;
• if the Corporation is unable to pay a cash dividend on the Series B Preferred Stock and Series B-1 Preferred Stock at a time at which it is required to do so, dividends will accrete at 15%, as opposed to 12.5% under the original terms;
• the Corporation is allowed to solicit or discuss alternative proposals until the closing of the revised agreement; and
• the Corporation will be required to raise an additional $50 million of debt, for a total of $250 million of incremental debt, on terms and conditions acceptable to the Investors.

          Additionally, the Corporation will not seek shareholder approval for the transaction in reliance on the exception to the Shareholder Approval Policy of the New York Stock Exchange (the “NYSE”) in cases where the delay involved in securing shareholder approval would seriously jeopardize the financial viability of the listed company. In accordance with the NYSE’s rule providing that exception, the Audit Committee of the Corporation’s Board of Directors has expressly approved, and the full Board of Directors has unanimously concurred with, the Corporation’s intended use of the exception. The NYSE has accepted the Corporation's application of the exception.

Pursuant to the terms of the amended Purchase Agreement, the Corporation will agree not to set a record date, with respect to a stockholder vote on any matter, that is earlier than the first to occur of (i) June 15, 2008 or (ii) the date all applicable state regulatory approvals for THL's acquisition of control of the Corporation shall have been obtained.

          The transaction will be conditioned upon other mutually acceptable terms and closing conditions to be negotiated by the parties. No assurances can be given that these terms and closing conditions will be agreed upon or that any transaction will be consummated. The Corporation expects the amended transaction to close no later than March 25, 2008.

          Amendment No. 1 and Amendment No. 2 to the Purchase Agreement are filed as Exhibits 10.1 and 10.2 hereto, respectively, and are incorporated herein by reference. The foregoing description of the amendments does not purport to be complete and is qualified in its entirety by reference to such exhibits.

Item 7.01. Regulation FD Disclosure.

          On March 10, 2008, the Corporation issued a press release announcing that it had agreed to amend the Purchase Agreement. A copy of the press released is furnished as Exhibit 99.1 hereto.

 Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.
Exhibit No.	Description

10.1	Amendment to Purchase Agreement, dated as of March 8, 2008, among MoneyGram International, Inc. and the several Investor parties named therein.
10.2	Amendment No. 2 to Purchase Agreement, dated as of March 10, 2008, among MoneyGram International, Inc. and the several Investor parties named therein.
99.1	Press Release of MoneyGram International, Inc., dated March 10, 2008.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MoneyGram International, Inc.
March 11, 2008	By: /s/ Teresa H. Johnson
	Name: Teresa H. Johnson
	Title: Executive Vice President, General
	Counsel and Secretary

EXHIBIT INDEX

Exhibit No.   Description

10.1	Amendment to Purchase Agreement, dated as of March 8, 2008, among MoneyGram International, Inc. and the several Investor parties named therein.
10.2	Amendment No. 2 to Purchase Agreement, dated as of March 10, 2008, among MoneyGram International, Inc. and the several Investor parties named therein.
99.1	Press Release of MoneyGram International, Inc., dated March 10, 2008.

EX-10.1

Exhibit 10.1

AMENDMENT TO PURCHASE AGREEMENT

March 8, 2008

      Reference is hereby made to that certain Purchase Agreement, dated as of February 11, 2008, by and among MoneyGram International, Inc., a Delaware corporation (the “Company”), and the Investors party thereto (the “Purchase Agreement”). All terms not defined herein shall have the meanings ascribed to them in the Purchase Agreement. The Company and each of the Investors hereby agree as follows.

1. Acknowledgement that Certain Conditions Have Not Been Met. The Company hereby acknowledges that certain of the closing conditions of the Purchase Agreement related to capital of the Company, including but not limited to Section 1.2(c)(iii) and Section 1.2(c)(vii), have not been satisfied and will not be satisfied. Accordingly, the Investors are not required to close the Investment and may terminate the Purchase Agreement at any time in their sole discretion. The Company agrees (unless the Purchase Agreement is further amended after this amendment) not to assert, clai m or otherwise take the position that the Investors are obligated to close under the Purchase Agreement, notwithstanding any events that occur, or the Company’s ability to satisfy any such conditions, after the date hereof.

2. Amendment to Section 5.1. Section 5.1(a) of the Purchase Agreement is hereby amended by replacing Section 5.1(a) with the following:

“(a) by either the Company or any Investor upon written notice of termination;”

3. Amendment to Section 4.9. Section 4.9 of the Purchase Agreement is hereby amended by replacing Section 4.9(c) with the following:

“(c) [Intentionally omitted.]”

4. Amendment to Section 5.3. Section 5.3 of the Purchase Agreement is hereby amended by adding the following as the penultimate sentence of Section 5.3:

“In the event that any amounts required to be reimbursed pursuant to the preceding sentence are not reimbursed by the Company as required by such sentence, any fee reimbursement amounts that the Investors or any of their respective Affiliates may be required to pay the Company under those certain fee agreements by and among the Company and Affiliates of the respective Investors dated as of February 11, 2008 (the “Fee Agreements”) shall be decreased by such unreimbursed amounts (in lieu of payment of such amounts), notwithstanding anything to the contrary set forth in the Fee Agreements.”

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

     IN WITNESS WHEREOF, the undersigned has executed this agreement on the date first written above.

MONEYGRAM INTERNATIONAL, INC.
By:	/s/ Philip W. Milne
Name: Philip W. Milne
Title:  President and Chief Executive Officer

[Signature Page to Amendment to Purchase Agreement]

THOMAS H. LEE EQUITY FUND VI, L.P. 

By:  THL EQUITY ADVISORS VI, LLC, 

        its general partner 

By: /s/ Seth W. Lawry                                             

      Name: Seth W. Lawry 

      Title: Managing Director 

THOMAS H. LEE PARALLEL FUND VI, L.P. 

By:  THL EQUITY ADVISORS VI, LLC 

        its general partner 

By: /s/ Seth W. Lawry                                             

      Name: Seth W. Lawry 

      Title: Managing Director 

THOMAS H. LEE PARALLEL (DT) FUND VI, 

         L.P. 

By:  THL EQUITY ADVISORS VI, LLC 

        its general partner 

By: /s/ Seth W. Lawry                                             

      Name: Seth W. Lawry 

      Title: Managing Director 

[Signature Page to Amendment to Purchase Agreement]

GS CAPITAL PARTNERS VI FUND, 

           L.P. 

By: GSCP VI Advisors, L.L.C. 

       its General Partner 

By: /s/ Bradley Gross                                 

Name: Bradley Gross 

Title: Managing Director 

GS CAPITAL PARTNERS VI 

           OFFSHORE FUND, L.P. 

By: GSCP VI Offshore Advisors, L.L.C. 

       its General Partner 

By: /s/ Bradley Gross                                 

      Name: Bradley Gross 

      Title: Managing Director 

GS CAPITAL PARTNERS VI GmbH & 

           Co. KG 

By: GS Advisors VI, L.L.C. 

       its Managing Limited Partner 

By: /s/ Bradley Gross                                 

      Name: Bradley Gross 

      Title: Managing Director 

[Signature Page to Amendment to Purchase Agreement]

GS CAPITAL PARTNERS VI 

PARALLEL, L.P. 

By: GS Advisors VI, L.L.C. 

       its General Partner 

By: /s/ Bradley Gross                               

      Name: Bradley Gross 

      Title: Managing Director 

GSMP V ONSHORE US, LTD. 

By: /s/ Bradley Gross                                 

      Name: Bradley Gross 

      Title: Managing Director 

GSMP V OFFSHORE US, LTD. 

By: /s/ Bradley Gross                               

      Name: Bradley Gross 

      Title: Managing Director 

GSMP V INSTITUTIONAL US, LTD. 

By: /s/ Bradley Gross                               

      Name: Bradley Gross 

      Title: Managing Director 

[Signature Page to Amendment to Purchase Agreement]

EX-10.2

Exhibit 10.2

AMENDMENT NUMBER 2 TO PURCHASE AGREEMENT

March 10, 2008

       Reference is hereby made to that certain Purchase Agreement, dated as of February 11, 2008, by and among MoneyGram International, Inc., a Delaware corporation (the “Company”), and the Investors party thereto, as amended on March 8, 2008 (as so amended, the “Purchase Agreement”). All terms not defined herein shall have the meanings ascribed to them in the Purchase Agreement.

1. The Company and each of the Investors hereby agree that the Purchase Agreement shall be amended to reflect the terms set forth in Exhibit A hereto.

2. The Company hereby acknowledges and agrees that paragraph 1 of the Amendment to Purchase Agreement dated March 8, 2008, by and among the Company and the Investors shall remain in full force and effect as if the Purchase Agreement were not amended by this amendment. Accordingly, the Company further hereby acknowledges and agrees that the Company shall not assert, claim or otherwise take a position that the Investors are obligated to close under the Purchase Agreement, notwithstanding any events that occur, or the Company’s ability to satisfy any conditions referenced in such paragraph 1 of such Amendment to Purchase Agreement, after March 8, 2008.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

     IN WITNESS WHEREOF, the undersigned has executed this agreement on the date first written above.

 

MONEYGRAM INTERNATIONAL, INC.
By:	/s/ Philip W. Milne
Name: Philip W. Milne
Title:  President and Chief Executive Officer

[Signature Page to Amendment to Purchase Agreement]

THOMAS H. LEE EQUITY FUND VI, L.P. 

By:  THL EQUITY ADVISORS VI, LLC, 

        its general partner 

By: /s/ Seth W. Lawry                                             

      Name: Seth W. Lawry 

      Title: Managing Director 

THOMAS H. LEE PARALLEL FUND VI, L.P. 

By:  THL EQUITY ADVISORS VI, LLC 

        its general partner 

By: /s/ Seth W. Lawry                                             

      Name: Seth W. Lawry 

      Title: Managing Director 

THOMAS H. LEE PARALLEL (DT) FUND VI, 

         L.P. 

By:  THL EQUITY ADVISORS VI, LLC 

        its general partner 

By: /s/ Seth W. Lawry                                             

      Name: Seth W. Lawry 

      Title: Managing Director 

[Signature Page to Amendment to Purchase Agreement]

GS CAPITAL PARTNERS VI FUND, 

           L.P. 

By:  GSCP VI Advisors, L.L.C. 

        its General Partner 

By: /s/ Bradley Gross                                  

      Name: Bradley Gross 

      Title: Managing Director 

GS CAPITAL PARTNERS VI 

           OFFSHORE FUND, L.P. 

By:  GSCP VI Offshore Advisors, L.L.C. 

        its General Partner 

By: /s/ Bradley Gross                                  

      Name: Bradley Gross 

      Title: Managing Director 

GS CAPITAL PARTNERS VI GmbH & 

           Co. KG 

By: GS Advisors VI, L.L.C. 

       its Managing Limited Partner 

By: /s/ Bradley Gross                                  

      Name: Bradley Gross 

      Title: Managing Director 

[Signature Page to Amendment to Purchase Agreement]

GS CAPITAL PARTNERS VI 

PARALLEL, L.P. 

By:  GS Advisors VI, L.L.C. 

        its General Partner 

By: /s/ Bradley Gross                               

      Name: Bradley Gross 

      Title: Managing Director 

GSMP V ONSHORE US, LTD. 

By: /s/ Bradley Gross                               

      Name: Bradley Gross 

      Title: Managing Director 

GSMP V OFFSHORE US, LTD. 

By: /s/ Bradley Gross                                 

      Name: Bradley Gross 

      Title: Managing Director 

GSMP V INSTITUTIONAL US, LTD. 

By: /s/ Bradley Gross                               

      Name: Bradley Gross 

      Title: Managing Director 

[Signature Page to Amendment to Purchase Agreement]

Exhibit A
The Purchase Agreement shall be amended to incorporate the following terms:
Equity Investment:	•	$760,000,000, in the aggregate, of Series B Preferred Stock
		and Series B-1 Preferred Stock at Closing, without
		adjustment. No Temporary Security Units will be issued or
		acquired, and no Exchange will be required
Series B and B-1	The terms of the Series B Preferred Stock and Series B-1
Preferred:	Preferred Stock shall be modified as follows:
	•	Conversion Price (as defined in Series B Certificate and
		Series B-1 Certificate) shall initially be $2.50
	•	In circumstances where the Company is required to pay cash
		dividends pursuant to the Series B Certificate and Series B-1
		Certificate but fails to do so, the Dividend Rates shall be
		15% rather than 12.5%.
	•	Series B Preferred Stock shall have voting rights initially
		representing 9.9% of the outstanding post-Closing voting
		stock of the Company through June 15, 2008 (or such earlier
		date as all applicable state regulatory approvals for THL’s
		acquisition of control of the Company shall have been
		obtained) (June 15, 2008 or such earlier date, the “Voting
		Date”). The 9.9% shall increase prior to the Voting Date to
		the extent permitted by applicable state regulatory laws.
		From and after the Voting Date, the voting rights shall be as
		currently set forth in the Series B Certificate and the Series
		B-1 Certificate. The Company shall agree not to take or
		permit to occur any stockholder vote (or action by written
		consent) on any matter with a record date prior to the Voting
		Date, except to the extent required by law. If required by
		law to have a record date that is earlier than the Voting Date,
		then the Voting Date shall occur no later than immediately
		prior to such record date.
	•	At Closing, the Investors shall have (i) the right to designate
		two directors and (ii) at the option of the Investors, shall also
		be entitled to designate a majority of the directors at any time
		after Closing
	•	The Series B Certificate and the Series B-1 Certificate shall
		be amended to include the negative control provisions of the
		Series C Preferred Certificate through the Voting Date
Closing Conditions:	The Closing under the Purchase Agreement, as amended to
	reflect the terms of this Term Sheet, shall be subject to the

	following conditions:
		•	NYSE shall have confirmed in writing that the Rule
			312.05 exception to the stockholder vote requirement is
			available for this transaction, and the 10-day notice
			period contemplated thereby shall have passed
		•	The Company shall have raised $50 million of additional
			debt financing, over and above that contemplated by the
			Purchase Agreement, on terms acceptable to the
			Investors in their sole discretion.
		•	Other closing conditions that are mutually acceptable to
			the Investors and the Company, each acting in their sole
			discretion.
	The Purchase Agreement, as amended to reflect the terms of this
	Term Sheet, shall contain such other terms and conditions not set
	forth herein as shall be mutually acceptable to the Investors and
	the Company, each acting in their sole discretion.
	The Company and the Investors agree that each shall not
	challenge or dispute any action or decision taken by the other
	that, under the Purchase Agreement, such other party is entitled
	to take in its sole discretion.
Go Shop:	The Go-Shop Period shall be extended through the Closing.
Termination:	Section 5.1(a) shall be revised to state that the Purchase
	Agreement can be terminated by mutual consent of the Company
	and the Investors, or by either the Investors or the Company in
	either’s sole discretion if they are unable to agree upon mutually
	acceptable terms, closing conditions and definitive
	documentation on or prior to March 14, 2008. References in the
	Agreement to “March 13” shall be changed to “March 25.”
Expenses:	•	On March 10, 2008, the Company shall pay to the Investors
		as an advance for unreimbursed out-of-pocket transaction
		expenses, $3,690,000. If the Closing does not occur, the
		Investors shall repay to the Company the excess, if any, of
		such amount over actual out-of-pocket expenses incurred by
		the Investors through the termination of the Purchase
		Agreement or reasonably expected to be incurred by them
		pursuant to last bullet point in this section.
	•	On the Closing Date (or the earlier termination of the
		Purchase Agreement), Company shall reimburse the
		Investors for unreimbursed out-of-pocket transaction
		expenses incurred prior thereto

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	•                The Company shall reimburse the Investors upon demand for
	unreimbursed out-of-pocket expenses incurred by them after
	the Closing Date or after termination of the Purchase
	Agreement in connection with negotiation, execution,
	delivery, performance, consummation or termination of the
	Purchase Agreement (including, without limitation, in
	connection with obtaining regulatory approvals)
Director Approval:	The Company shall confirm that the directors of the Company
	received fairness opinions, dated as of March 10, 2008, in the
	form contemplated by Section 2.2(s) of the Purchase Agreement
	with respect to the transaction contemplated hereby and that the
	Company’s directors unanimously approved the transaction
	contemplated hereby. The Company’s directors shall
	unanimously approve the amendment to the Purchase Agreement
	contemplated by this Term Sheet and, at the time of such
	amendment, receive updated fairness opinions in the form
	contemplated by Section 2.2(s) of the Purchase Agreement.

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EX-99.1

Exhibit 99.1

MoneyGram Agrees to Amend Recapitalization Agreement With Investment Group
Led By Thomas H. Lee Partners, L.P., and Goldman Sachs

MINNEAPOLIS, March 10, 2008 - MoneyGram International, Inc. (NYSE:MGI) today announced that it has agreed to amend its agreement with an investment group (the “Investors”) led by Thomas H. Lee Partners, L.P., (THL) and Goldman, Sachs & Co. (Goldman Sachs), concerning a comprehensive recapitalization of the Company. The revised agreement comes following the failure of the Company to meet certain conditions required to close the previous agreement, including the requirement that MoneyGram have, on a pro forma basis for the transaction, at least $150 million of unrestricted assets, as defined in the agreement.

MoneyGram and the Investors have agreed to make the following material changes to the original agreement as announced on February 12, 2008:

• The agreement will contemplate that the Investors will purchase $760 million of Series B and Series B-1 Preferred Stock, which will initially be convertible into approximately 79% of the common equity of the Company.

• The Investors’ convertible voting preferred stock will be convertible into shares of common stock of the Company at a price of $2.50 per share, as opposed to $5.00 per share under the original terms.

• If the Company is unable to pay a cash dividend on the Series B and Series B-1 Preferred Stock at a time at which it is required to do so, dividends will accrete at 15%, as opposed to 12.5% under the original terms.

• The Company is not prohibited from soliciting or discussing alternative proposals.

• The Company will be required to raise an incremental $50 million of debt on terms and conditions acceptable to the Investors.

The transaction would be structured as a purchase of convertible preferred stock in a one-step transaction, as opposed to a two-step transaction under the original terms in which the Investors would have exchanged shares of common stock and nonconvertible preferred stock purchased at the closing for convertible preferred stock upon shareholder approval. While the rules of the New York Stock Exchange (NYSE) generally require shareholder approval prior to the issuance of securities that are convertible into more than 20% of the outstanding shares of a listed company, the NYSE’s Shareholder Approval Policy provides an exception in cases where the delay involved in securing shareholder approval would seriously jeopardize the financial viability of the Company. In accordance with the NYSE’s rule providing that exception, the Audit Committee of the Company’s Board of Directors has expressly approved, and the full Board of Directo rs has unanimously concurred with, the Company’s intended use of the exception. The Company currently expects the amended transaction to close upon the conclusion of a shareholder notice period required by the NYSE when utilizing this exception, which is expected to occur no later than March 25, 2008.

The transaction will be conditioned upon the receipt of confirmation by the NYSE that the Company may rely on the exception described above. The transaction will also be conditioned upon other mutually acceptable terms and closing conditions to be negotiated by the parties prior to March 14, 2008. No assurances can be given that these terms and closing conditions will be agreed upon or that any transaction will be consummated.

MoneyGram has also agreed to reimburse the Investors for transaction-related expenses.

Portfolio Update

The Company completed the sales of certain portfolio assets required to be sold under the terms of the previous agreement at total loss of approximately $1.6 billion, including $1.2 billion of other-than-temporary impairments recorded in the fourth quarter 2007 as a charge to earnings and realized losses of approximately $350 million in the first quarter of 2008. The investment portfolio currently consists primarily of cash and cash equivalents, U.S. agencies and agency residential mortgage backed securities.

The Company expects to file its December 31, 2007 Form 10-K upon funding of the capital transaction.

About MoneyGram International, Inc.

MoneyGram International, Inc. is a leading global payment services company. The company’s major products and services include global money transfers, money orders and payment processing solutions for financial institutions and retail customers. MoneyGram is a New York Stock Exchange listed company, with $1.16 billion in revenue in 2006 and approximately 143,000 global money transfer agent locations in 170 countries and territories. For more information, visit the company’s website at www.moneygram.com .

Forward Looking Statements

The statements contained in this press release regarding MoneyGram International, Inc. that are not historical facts are forward-looking statements and are made under the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and are subject to uncertainty and changes in circumstances due to a number of factors, including, but not limited to: (a) the Company's ability to negotiate, or to satisfy, the conditions to consummation of the transaction contemplated by the revised agreement, including without limitation the amendment of the Company's existing credit facilities and the raising of additional senior indebtedness and other terms contemplated by the purchase agreement; (b) any additional material changes in the market value of securities we hold and/or permanent impairments of portfolio securities; (c) the Company’s retention of clearing bank s, money transfer agents and other customers during the pendency of or in the absence of a transaction; (d) additional costs and expenses incurred as a result of any recapitalization and related matters; (e) loss of one or more key customers or the inability to maintain the Company’s network in our Global Funds Transfer segment; (f) the Company’s ability to continue to effectively operate the Payments Systems segment pending the receipt of additional long-term capital and in light of changes implemented or to be implemented as a result of the previously disclosed strategic review of that business, the transaction and the additional

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indebtedness expected to be incurred; (g) the Company’s ability to maintain sufficient liquidity, capital and assets; (h) the Company’s ability to maintain all required state and international licenses required to operate the Company’s business; (i) risks of shareholder or other litigation or government investigations of the Company or its agents that could result in material settlements, fines or penalties risks (j) risk of further downgrade in the Company’s credit ratings which could affect the Company’s cost of funds; (k) the Company’s ability to manage credit risk related to its investment portfolio and its use of derivatives; (l) unexpected liquidity or capital needs including those arising from the exit of customer banks and requirements of clearing banks, and the Company’s ability to secure additional sources of capital; (m) ability to successfully develop and timely introduce new and enhanced pro ducts and services; (n) ability to protect and defend the intellectual property rights related to the Company’s existing and any new or enhanced products and services; (o) our ability to continue to compete effectively; (p) The Company’s and its agents' ability to comply with U.S. and international licensing and regulatory requirements; (q) conducting money transfer transactions through agents in regions that are politically volatile and/or in a limited number of cases, subject to certain OFAC restrictions; (r) ability to manage security risks related to the Company’s electronic processing and transmission of confidential customer information; (s) ability to process and settle transactions accurately and the efficient and uninterrupted operation of the Company’s computer network systems and data centers; (t) ability to manage credit and fraud risks from the Company’s retail agents; (u) ability to manage reputational damage to the Company’s brand due to the events leading to the recapitalization as well as fraudulent or other unintended use of its services; (v) fluctuations in interest rates; (w) ability to manage risks related to opening of new retail locations and acquisition of businesses; (x) material slow down or complete disruption in international migration patterns; (y) ability for us and our agents to maintain adequate banking relationships, including relationships with clearing banks; (z) ability to manage risks associated with the Company’s international sales and operations; (aa) ability to maintain effective internal controls; and (bb) other factors more fully discussed in MoneyGram's filings with the Securities and Exchange Commission. Actual results may differ materially from historical and anticipated results. These forward-looking statements speak only as of the date on which such statements are made, and MoneyGram undertakes no obligation to update such statements to reflect events or circumstances arising after such date. For MoneyGram: Investors: Don Duffy, 203-682-8200 or Media: Michael Fox, 203-682-8215 or 203-258-9527 or For Thomas H. Lee Partners, L.P.: Kekst and Company Jeffrey Taufield, 212-521-4800 or Kimberly Kriger, 212-521-4800 or For Goldman Sachs: Andrea Raphael, 212-357-0025.

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