Current Report Filing (8-k)
March 23 2020 - 4:08PM
Edgar (US Regulatory)
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 23, 2020
MoneyGram International, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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1-31950
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16-1690064
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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2828 N. Harwood Street, 15th Floor
Dallas, Texas
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75201
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(Address of principal executive offices)
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(Zip code)
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Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, $0.01 par value
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MGI
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The NASDAQ Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act
of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 1.02 Termination of Material Definitive Agreement.
On March 23, 2020, MoneyGram International, Inc., a Delaware corporation (the Company), entered into a Termination Agreement
(the Termination Agreement) with affiliates of Thomas H. Lee Partners, L.P. (THL) and affiliates of Goldman, Sachs & Co. (Goldman Sachs), pursuant to which (i) the parties mutually agreed to
terminate that certain Amended and Restated Purchase Agreement, dated March 17, 2008, among the Company, THL and Goldman Sachs (the Purchase Agreement), and agreed to release each other from any claims or liabilities arising out of
or related to the Purchase Agreement and (ii) the Company and THL, as between each other, agreed to terminate their respective rights and obligations and to release each other from any claims or liabilities arising out of or related to that
certain Registration Rights Agreement, dated March 25, 2008, among the Company, THL and Goldman Sachs (the RRA). The RRA will remain in full force and effect as between the Company and Goldman Sachs. The Termination Agreement was
entered into by the parties for administrative convenience following THLs distribution of substantially all of its shares of common stock of the Company to certain limited partners on December 6, 2019 and THLs sale of its remaining
shares of common stock of the Company on December 9, 2019.
The foregoing description of the Termination Agreement does not purport
to be complete and is qualified in its entirety by the text of the actual Termination Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein
by reference.
Item 9.01 Financial Statements and Exhibits.
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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.
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MONEYGRAM INTERNATIONAL, INC.
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By:
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/s/ Robert L. Villaseñor
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Name:
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Robert L. Villaseñor
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Title:
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General Counsel and Corporate Secretary
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Date: March 23, 2020
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