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 21, 2012

MoneyGram International, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-31950	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:

¨ 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 21, 2012, MoneyGram International, Inc. (the “Company”) appointed W. Alexander Holmes, age 37, to be its Executive Vice President and Chief Financial Officer. Mr. Holmes served most recently as the Company’s Senior Vice President, Corporate Strategy and Investor Relations since June of 2009. As Executive Vice President and Chief Financial Officer, Mr. Holmes will be responsible for oversight of finance-related functions and development of the Company’s operational and strategic initiatives. Mr. Holmes previously served as Senior Vice President, Global Sourcing and Strategic Initiatives at First Data Corporation, a global payment processing company, from 2007 to 2009. From 2004 to 2007, Mr. Holmes served in various roles of increasing responsibility at First Data Corporation. Prior to that, Mr. Holmes managed the Benelux region at the Western Union Company, a global money transfer company, from 2002 to 2003. Mr. Holmes joined First Data in 2000 and served in various finance roles until early 2002. From 1997 to 2000, Mr. Holmes was at the University of Colorado’s system administration office where he managed a number of ERP implementation projects. In connection with Mr. Holmes’ appointment as Executive Vice President and Chief Financial Officer, the Company increased Mr. Holmes’ base salary to $315,000 and his annual cash incentive target level under the Company’s Performance Bonus Plan (the “PBP”) to 70% of his base salary. The Human Resources and Nominating Committee is expected to approve an equity grant in an amount equal to $300,000 to Mr. Holmes, half of which is expected to be granted in the form of stock options and half of which is expected to be granted in the form of performance restricted stock units.

Also effective March 21, 2012, Mr. Shields ceased to serve as the Company’s principal financial officer, but will remain employed by the Company until May 15, 2012 in order to assist with the transitioning of responsibilities. Pursuant to the terms of Mr. Shields’ Severance Agreement dated as of July 13, 2010, Mr. Shields is entitled to certain compensation and benefits upon termination of his employment, contingent upon signing a Separation Agreement and Release with the Company. Pursuant to the Separation Agreement and Release, in consideration for Mr. Shields’ release of potential claims against the Company related to his employment, Mr. Shields will receive a payment of $385,000 and a prorated award of $67,400 pursuant to the PBP representing Mr. Shields’ award at target award level through March 31, 2012, in each case less all voluntary and required withholdings. In addition, Mr. Shields will be entitled to his full salary and employee benefits, other than participation in the PBP, during the transition period until May 15, 2012. Mr. Shields will also be subject to one-year non-compete, non-solicitation and non-interference provisions and certain other covenants and acknowledgements, including confidentiality and non-disparagement.

A copy of the press release announcing the appointment of Mr. Holmes and the departure of Mr. Shields is attached hereto as Exhibit 99.1.

Item 7.01 Regulation FD Disclosure.

In addition to the executive management changes discussed above in Item 5.02, on March 21, 2012 the Company announced that it has named Carl-Olav Scheible Executive Vice President, Europe, Africa and Emerging Channels, effective April 16, 2012. Mr. Scheible will be responsible for overseeing and growing the Company’s businesses in Europe and Africa, and will have global responsibility for the Company’s strategic expansion opportunities online and through the formation of global partnerships. A copy of the press release announcing the appointment of Mr. Scheible is attached hereto as Exhibit 99.2.

On March 21, 2012, the Company also announced that it had strong money transfer transaction growth in January and February of 2012 and that it is reaffirming its guidance for fiscal year 2012, as previously announced by the Company in February 2012. The Company has scheduled a conference call on March 21, 2012 at 9 am ET/8 am CT to discuss the matters set forth in this Form 8-K. To listen to the call:

U.S.: 1-888-339-3466

International +1-719-325-2389

Pass code: 4916927

A replay will be available for a week following the call.

Replay Dial-In Numbers:

U.S.: 1-877-870-5176

International: +1-858-384-5517

Replay Pin Number: 4916927

A copy of the press release announcing the conference call is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description of Exhibit
99.1	Press release dated March 21, 2012 entitled “MoneyGram Appoints Alex Holmes as Chief Financial Officer”
99.2	Press release dated March 21, 2012 entitled “MoneyGram International Names Carl-Olav Scheible Executive Vice President”

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/ Steven Piano
Name:	Steven Piano
Title:	Executive Vice President, Human Resources and Corporate Services

Date: March 21, 2012

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Press release dated March 21, 2012 entitled “MoneyGram Appoints Alex Holmes as Chief Financial Officer”
99.2	Press release dated March 21, 2012 entitled “MoneyGram International Names Carl-Olav Scheible Executive Vice President”

EX-99.1

Exhibit 99.1

MoneyGram Appoints Alex Holmes as Chief Financial Officer

Investor conference call today at 9 a.m. ET/8 a.m. CT

DALLAS (March 21, 2012) — MoneyGram International (NYSE:MGI), a leading global money transfer company, today announced that W. Alexander “Alex” Holmes has been named executive vice president and chief financial officer, effective immediately. Holmes succeeds James E. Shields, who has served as MoneyGram’s executive vice president and chief financial officer since July 2010. To ensure a smooth transition, Shields will remain with the Company through May 15, 2012.

Having served most recently as MoneyGram’s senior vice president for corporate strategy and investor relations, Holmes brings extensive and detailed knowledge of the Company’s business operations, partnership activities and growth objectives. In his new role, he is responsible for oversight of all finance-related functions, close collaboration with the Company’s business unit leaders, and the continued development and expansion of MoneyGram’s involvement with the investor community.

“This appointment is another important step in our ongoing efforts to establish MoneyGram as an industry leader with a strong global brand and an enhanced public presence,” said Pamela H. Patsley, MoneyGram’s chairman and chief executive officer. “As his superb performance over the past three years has shown, Alex has the insight, expertise and drive required to oversee MoneyGram’s financial activities, which are integral to MoneyGram’s success. I am confident that his strategic talents and keen grasp of our business will be beneficial as MoneyGram builds on the momentum of our recent growth initiatives and delivers long-term value creation. We appreciate Jim Shields’ many contributions to MoneyGram’s transformation over the past two years and wish him well in his future endeavors.”

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MoneyGram Names Holmes CFO/2

Patsley continued, “Over the past several months, we have deepened our existing bench of executive talent to establish a team with the core competencies necessary to drive increased growth and shareholder value. MoneyGram has already realized significant benefits in the global finance organization from the recent additions of David B. Brown as senior vice president and chief accounting officer and Larry Angelilli as senior vice president and treasurer. We see Alex’s appointment as further strengthening MoneyGram’s leadership in this area.”

Before joining MoneyGram in 2009, Holmes held a variety of financial positions over an eight-year period at First Data Corporation, most recently serving as senior vice president of Global Sourcing and Strategic Initiatives. From 2002 to 2003, he managed Western Union’s Benelux region from its offices in Amsterdam. He holds a Bachelor of Science in Business Administration and Accounting and Master of Science in Information Technology, both from the University of Colorado.

“Leading MoneyGram’s global finance organization is an exciting opportunity,” Holmes said. “As a leadership team, we’ve implemented new strategies and made changes throughout the Company that have put us in a more competitive position. Our finance organization is strong and I look forward to building on the momentum that has carried over from 2011.”

The Company also announced that it had strong money transfer transaction growth in January and February of 2012 and that for fiscal year 2012, management continues to estimate total revenue growth of 7 to 9 percent and adjusted EBITDA growth of 9 to 11 percent consistent with its long-term management targets, as previously announced by the Company in February 2012.

MoneyGram will host a conference call for the financial community today, March 21, at 9 a.m. ET/8 a.m. CT, to discuss the matters set forth in this press release. To listen to the call:

U.S.: 1-888-339-3466

International +1-719-325-2389

Pass code: 4916927

A replay will be available for a week following the call.

Replay Dial-In Numbers:

U.S.: 1-877-870-5176

International: +1-858-384-5517

Replay Pin Number: 4916927

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MoneyGram Names Alex Holmes CFO/3

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements with respect to, among other things, the financial performance, plans, objectives and business of MoneyGram and its subsidiaries. Forward-looking statements can be identified by words such as “believes,” “estimates,” “expects,” “projects,” “plans,” “will,” “should,” “could,” “would” and other similar expressions. These forward-looking statements speak only as of the date they are made, and MoneyGram undertakes no obligation to publicly update or revise any forward-looking statement, except as required by federal securities law. These forward-looking statements are based on management’s current expectations and are subject to certain risks, uncertainties and changes in circumstances due to a number of factors. These factors include, but are not limited to: (a) continued weakness in economic conditions, in both the United States and global markets; (b) consumers’ confidence in our business; (c) a material slow down or complete disruption of international migration patterns; (d) our ability to maintain agent or biller relationships, or a reduction in transaction volume from these relationships; (e) the ability of us and our agents to comply with U.S. and international laws and regulations, including the Dodd-Frank Act; (f) litigation involving MoneyGram or its agents, which could result in material settlements, fines or penalties; (g) ongoing investigations involving MoneyGram by the U.S. federal government and several state governments; (h) our offering of money transfer services through agents in regions that are politically volatile or, in a limited number of cases, that are subject to certain OFAC restrictions; (i) our substantial debt service obligations, significant debt covenant requirements and credit rating; (j) sustained financial market illiquidity, or illiquidity at our clearing, cash management and custodial financial institutions; (k) our ability to maintain sufficient capital; (l) our ability to manage credit risks from our retail agents and official check financial institution customers; (m) the ability of MoneyGram and its agents to maintain adequate banking relationships; (n) our ability to retain partners to operate our official check and money order businesses; (o) our ability to manage fraud risks from consumers or agents; (p) our ability to compete effectively; (q) our ability to successfully develop and timely introduce new and enhanced products and services; (r) our investments in new products, services or infrastructure changes; (s) our ability to manage risks associated with our international sales and operations; (t) our ability to attract and retain key employees; (u) our ability to adequately protect our brand and intellectual property rights and to avoid infringing on the rights of others; (v) a security or privacy breach in our systems; (w) disruptions to our computer systems and data centers; (x) our ability to effectively operate and adapt our technology to match our business growth; (y) our ability to manage risks related to the operation of retail locations and the acquisition or start-up of businesses; (z) the European debt crisis and market perceptions concerning the euro, the potential re-introduction of individual currencies within the Eurozone or the potential dissolution of the euro; (aa) changes in tax laws

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MoneyGram Names Alex Holmes CFO/4

or an unfavorable outcome with respect to tax positions, or a failure by us to establish adequate reserves for tax events; (bb) our ability to maintain effective internal controls; (cc) our capital structure and the special voting rights provided to designees of THL on our Board of Directors; and (dd) the risks and uncertainties described in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of MoneyGram’s public reports filed with the SEC, including MoneyGram’s Form 10-K for the year ended December 31, 2011.

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 267,000 global money transfer agent locations in 192 countries and territories. For more information, visit the Company’s website at http://www.moneygram.com.

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Global Media Contacts:

Patty Sullivan/Sean Tuffnell

214-303-9923

media@moneygram.com

EX-99.2

Exhibit 99.2

MoneyGram International Names Carl-Olav Scheible Executive Vice President

Scheible to Head Europe and Africa Regions

and Lead Global Online and Strategic Partnerships Businesses

DALLAS – (March 21, 2012) — MoneyGram International (NYSE:MGI), a leading global money transfer company, today announced that it has named Carl-Olav Scheible executive vice president, Europe, Africa and Emerging Channels, effective April 16, 2012.

“We are extremely pleased to welcome Carl to our senior management team,” said MoneyGram Chairman and CEO Pamela H. Patsley. “He is a proven leader who brings a wealth of experience and a deep understanding of the dynamics that drive the global payments markets. His expertise in payment services, online commerce and international business will be a tremendous asset as we work to expand our presence across borders and into new channels.”

In his role, Scheible will be responsible for overseeing and growing MoneyGram’s business in Europe and Africa. He also will have global responsibility for the company’s expansion opportunities online and through the formation of strategic global partnerships. Scheible will be based in London and will report directly to Patsley.

Scheible said, “MoneyGram has a strong portfolio of innovative products and solutions, a talented employee base and an outstanding global management team. I am pleased to be joining a company with such a solid foundation and exciting growth prospects, and look forward to helping MoneyGram further diversify its customer base and strengthen its global brand.”

For the last eight years, Scheible has held a variety of leadership positions at PayPal, most recently serving as Managing Director for the UK. During his tenure there, he successfully rebuilt the UK unit’s management team, substantially accelerated growth rates, oversaw major marketing initiatives and launched several award-winning new products. Scheible previously

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MoneyGram Names Scheible EVP/2

served as an investment manager with b-bp/Investor, a European tech fund, and before that was Head of Operations with Smarterwork, a London-based Internet startup. He also served as Vice President at American Express from 1998 to 2000, and started his career with The Boston Consulting Group in Brussels. Scheible holds a B.A. in Political Science and International Relations from Michigan State University and a M.B.A. from Columbia Business School.

About MoneyGram International

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 267,000 global money transfer agent locations in 192 countries and territories. For more information, visit the Company's website at http://www.moneygram.com.

Global Media Contacts:

Patty Sullivan/Sean Tuffnell

214-303-9923

media@moneygram.com

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