0000950123-11-087921.txt : 20110930 0000950123-11-087921.hdr.sgml : 20110930 20110930162100 ACCESSION NUMBER: 0000950123-11-087921 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110929 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110930 DATE AS OF CHANGE: 20110930 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31950 FILM NUMBER: 111117122 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 8-K 1 d84878e8vk.htm FORM 8-K e8vk
 
 
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): September 29, 2011
MoneyGram International, Inc.
(Exact name of registrant as specified in its charter)
         
Delaware   1-31950   16-1690064
         
(State or other jurisdiction of
incorporation)
  (Commission File Number)   (I.R.S. Employer
Identification Number)
     
2828 N. Harwood Street, 15th Floor
Dallas, Texas
  75201
     
(Address of principal
executive offices)
  (Zip code)
Registrant’s telephone number, including area code: (214) 999-7552
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:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   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 September 29, 2011, MoneyGram Payment Systems Worldwide, Inc. (“Worldwide”), a Delaware corporation and a wholly-owned subsidiary of MoneyGram International, Inc., a Delaware corporation (the “Company”), entered into the Fourth Supplemental Indenture (the “Fourth Supplemental Indenture”) with the Company, the other guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee and collateral agent, which supplements the Indenture, dated as of March 25, 2008, by and among Worldwide, the Company, the other guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee and collateral agent, governing Worldwide’s 13.25% Senior Secured Second Lien Notes due 2018 (the “Indenture”). The Fourth Supplemental Indenture amends the definition of Highly Rated Investments in the Indenture to include securities issued by any agency of the United States or government-sponsored enterprise that are rated Aa3 or better by Moody’s Investors Service, Inc. and AA- or better by Standard & Poor’s rather than the previously required ratings of Aaa by Moody’s and AAA by S&P. The effect of the amended definition of Highly Rated Investments confirms that certain securities issued by United States agencies or government-sponsored enterprises continue to qualify as Highly Rated Investments despite S&P’s lower credit rating now applicable to debt obligations of the United States government.
     This summary does not purport to be complete and is qualified in its entirety by reference to the Fourth Supplemental Indenture, which is filed as Exhibit 4.1 hereto and incorporated herein by reference.
Item 2.03   Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
     The information provided under Item 1.01 in this Current Report on Form 8-K regarding the Fourth Supplemental Indenture is incorporated by reference into this Item 2.03.
Item 9.01   Financial Statements and Exhibits.
     (d) Exhibits
The following exhibits are filed herewith:
         
Exhibit No.   Description of Exhibit
  4.1    
Fourth Supplemental Indenture relating to the 13.25% Senior Secured Second Lien Notes due 2018, dated as of September 29, 2011, among MoneyGram Payment Systems Worldwide, Inc., as issuer, MoneyGram International, Inc. and the other guarantors named therein and Deutsche Bank Trust Company Americas, as trustee and collateral agent.

 


 

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.
 
 
  By:   /s/ James E. Shields    
    Name:   James E. Shields   
    Title:   Executive Vice President and
Chief Financial Officer 
 
 
Date: September 30, 2011

 


 

EXHIBIT INDEX
         
Exhibit No.   Description of Exhibit
  4.1    
Fourth Supplemental Indenture relating to the 13.25% Senior Secured Second Lien Notes due 2018, dated as of September 29, 2011, among MoneyGram Payment Systems Worldwide, Inc., as issuer, MoneyGram International, Inc. and the other guarantors named therein and Deutsche Bank Trust Company Americas, as trustee and collateral agent.

 

EX-4.1 2 d84878exv4w1.htm EX-4.1 exv4w1
Exhibit 4.1
FOURTH SUPPLEMENTAL INDENTURE
     This Fourth Supplemental Indenture, dated as of September 29, 2011 to be effective as of the Effective Date referred to below (this “Fourth Supplemental Indenture”), among MoneyGram Payment Systems Worldwide, Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Guarantors (as defined in the Indenture referred to herein) and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee and collateral agent under the Indenture referred to below (the “Trustee”).
W I T N E S S E T H
     WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the "Base Indenture”), dated as of March 25, 2008, providing for the issuance of 13.25% Senior Secured Second Lien Notes due 2018 (the “Notes”) and a first supplemental Indenture thereto, a second supplemental Indenture thereto and a third supplement Indenture thereto (together with the Base Indenture, the “Indenture”);
     WHEREAS, Section 9.02 of the Indenture provides that the Company and the Trustee may amend or supplement the Indenture with the consent of the Holders specified in Section 9.02;
     WHEREAS, Holders of 100% of the aggregate principal amount of the outstanding Notes have provided written consent to this Fourth Supplemental Indenture; and
     WHEREAS, the execution of this Fourth Supplemental Indenture by the parties hereto is in all respects authorized by the provisions of the Indenture, the Company has delivered to the Trustee an officer’s certificate and an opinion of counsel with respect to such execution, and all things necessary to make this Fourth Supplemental Indenture a valid agreement between the Company and the Trustee in accordance with its terms have been done.
     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
     1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
     2. Amendment. Clause (3) of the definition of “Highly Rated Investments” contained in Section 1.01 of the Indenture is hereby amended by deleting the reference to “Aaa by Moody’s and AAA by S&P” contained therein and inserting in lieu thereof a reference to “Aa3 or better by Moody’s and AA- or better by S&P”.
     3. Effect. This Fourth Supplemental Indenture shall become effective as of August 12, 2011 (such date, the “Effective Date”) upon its execution by the parties hereto.
     4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS FOURTH

 


 

SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
     5. Effect on Indenture. This Fourth Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. Except as expressly set forth herein, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect, including with respect to this Fourth Supplemental Indenture. This Fourth Supplemental Indenture shall not be deemed to be a waiver of, or consent to, or a modification or amendment of, any other term or condition of the Indenture or the Notes or to prejudice any other right or rights which the Holders of the Notes may now have or may have in the future under or in connection with the Indenture or any of the instruments or agreements referred to therein, as the same may be amended from time to time.
     6. Separability Clause. In case any provision in this Fourth Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
     7. Counterparts. The parties may sign any number of copies of this Fourth Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. This Fourth Supplemental Indenture may be executed by any party hereto by original or facsimile signature, or electronic format (including pdf) signature, and any facsimile or electronic signature shall also be deemed valid, binding and enforceable as an original signature.
     8. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
     9. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Fourth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guarantors and the Company.
[Signature pages follow]

2


 

     IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be duly executed, all as of the date first above written, to be effective as of the Effective Date.
         
  MONEYGRAM PAYMENT SYSTEMS
WORLDWIDE, INC.
 
 
  By:   /s/ James E. Shields    
    Name:   James E. Shields   
    Title:   Executive Vice President & CFO   
 
[Signature Page to Fourth Supplemental Indenture]

 


 

         
  MONEYGRAM INTERNATIONAL, INC.
MONEYGRAM PAYMENT SYSTEMS, INC.
MONEYGRAM OF NEW YORK, LLC
PROPERTYBRIDGE, INC.
 
 
  By:   /s/ James E. Shields    
    Name:   James E. Shields   
    Title:   Executive Vice President & CFO   
 
[Signature Page to Fourth Supplemental Indenture]

 


 

         
  DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as Trustee and Collateral Agent
 
 
  By:   Deutsche Bank National Trust Company    
     
  By:   /s/ David Contino    
    Authorized Signatory   
     
  By:   /s/ Chris Niesz    
    Authorized Signatory   
[Signature Page to Fourth Supplemental Indenture]