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MarketScreener Homepage  >  Equities  >  Nasdaq  >  Moneygram International Inc    MGI

MONEYGRAM INTERNATIONAL INC

(MGI)
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Delayed Quote. Delayed Nasdaq - 08/16 04:00:00 pm
3.43 USD   +4.57%
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MONEYGRAM INTERNATIONAL INC : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sale of Equity Securities, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

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06/26/2019 | 05:26pm EDT

Item 1.01 Entry into a Material Definitive Agreement.

Credit Facilities

On June 26, 2019, MoneyGram International, Inc., a Delaware corporation (the "Company"), as borrower, entered into (i) a Second Amended and Restated Credit Agreement (the "First Lien Credit Agreement") with Bank of America, N.A., as administrative agent, the financial institutions party thereto as lenders and the other agents party thereto and (ii) a Second Lien Credit Agreement (the "Second Lien Credit Agreement") with Bank of America, N.A., as administrative agent, the financial institutions party thereto as lenders and the other agents party thereto. The First Lien Credit Agreement provides for (i) a senior secured three-year revolving credit facility that may be used for revolving credit loans, swingline loans and letters of credit up to an aggregate principal amount of $35 million, which matures September 30, 2022 (the "First Lien Revolving Credit Facility") and (ii) a senior secured four year term loan facility in an aggregate principal amount of $645 million (the "First Lien Term Credit Facility" and, together with the First Lien Revolving Credit Facility, the "First Lien Credit Facility"). The Second Lien Credit Agreement provides for a second lien secured five year term loan facility in an aggregate principal amount of $245 million (the "Second Lien Term Credit Facility" and, together with the First Lien Credit Facility, the "Credit Facilities"). The proceeds of the First Lien Term Credit Facility and Second Lien Term Credit Facility, together with the Company's cash on hand, were used to extend, and/or repay in full outstanding indebtedness under the Company's existing credit facility with Bank of America, N.A., as administrative agent, and may be used to pay certain costs, fees and expenses relating to the Credit Facilities and for general corporate purposes. Any borrowings under the First Lien Revolving Credit Facility will be used for general corporate purposes.

The First Lien Revolving Credit Facility and the First Lien Term Credit Facility will each permit both base rate borrowings and LIBOR borrowings, in each case plus a spread above the base rate or LIBOR rate, as applicable. With respect to the First Lien Revolving Credit Facility, the spread for base rate borrowings will be either 5.00% per annum or 4.75% per annum depending upon the Company's First Lien Leverage Ratio (as defined in the First Lien Credit Agreement), and the spread for LIBOR borrowings will be either 6.00% or 5.75% per annum depending on the Company's First Lien Leverage Ratio. The interest rate spread applicable to loans under the First Lien Term Credit Facility is 5.00% per annum for base rate loans and 6.00% per annum for LIBOR rate loans. The LIBOR rate for the First Lien Credit Facility will at all times be deemed to be not less than 0.00%. All term loans under the Second Lien Term Credit Facility bear interest at a rate of 13.00% per annum. Subject to certain conditions and limitations, the Company may elect to pay interest under the Second Lien Term Credit Facility partially in cash and partially in kind.

The Credit Facilities are secured by substantially all of the assets of the Company and its material domestic subsidiaries that guarantee the payment and performance of the Company's obligations under the Credit Facilities.

The Credit Facilities contain certain representations and warranties, certain events of default and certain negative covenants, including, without limitation, limitations on liens, asset sales, consolidations and mergers, acquisitions, investments, indebtedness, transactions with affiliates and payment of dividends.

The First Lien Revolving Credit Facility requires the Company and its consolidated subsidiaries (w) to maintain a minimum Interest Coverage Ratio (as defined in the First Lien Credit Agreement), (x) to maintain a minimum Asset Coverage Ratio (as defined in the First Lien Credit Agreement), (y) to not exceed a maximum First Lien Leverage Ratio, and (z) not to exceed a Total Leverage Ratio (as defined in the First Lien Credit Agreement). The First Lien Term Credit Facility requires the Company and its consolidated subsidiaries not to exceed a maximum First Lien Leverage Ratio (as defined in the First Lien Credit Agreement). The Second Lien Credit Facility requires the Company and its consolidated subsidiaries not exceed a maximum Secured Leverage Ratio (as defined in the Second Lien Credit Agreement).

For so long as any loans are outstanding under the Second Lien Term Credit Facility, the lenders under the Second Lien Credit Agreement are entitled to appoint one individual (the "Observer") who shall have the right to attend any meeting of the board of directors of the Company (the "Board") or any other governing body of the Company or its subsidiaries, subject to the Observer satisfying the governance requirements applicable to the Board and executing a confidentiality agreement reasonably acceptable to the Company.




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The foregoing descriptions of the First Lien Credit Agreement and Second Lien Credit Agreement do not purport to be complete and is qualified in its entirety by reference to the full text of the First Lien Credit Agreement and Second Lien Credit Agreement, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and is incorporated by reference in this Item 1.01.

Warrant Agreement

In connection with the entry into the Second Lien Credit Agreement, the Company issued warrants ("Warrants") exercisable for an aggregate of 5,423,470 shares of the Company's common stock, par value $0.01 ("Common Stock") to the lenders under the Second Lien Credit Agreement. Each Warrant will expire ten years after . . .

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an

           Off-Balance Sheet Arrangement of a Registrant.


The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On June 26, 2019, the Company issued a press release announcing entry into the Credit Facilities and the transactions contemplated thereby. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

This information, including Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to liabilities of that section.




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Item 9.01 Financial Statements and Exhibits.


(d)  Exhibits.



Exhibit No.     Description of Exhibit

 4.1              Registration Rights Agreement, dated June 26, 2019, among
                MoneyGram International, Inc., the Investors Listed on Schedule I
                Thereto and BP Representative D LLC, as Holders' Representative.

10.1              First Lien Credit Agreement, dated June 26, 2019, between
                MoneyGram International, Inc. and the Lenders Party Thereto.*

10.2              Second Lien Credit Agreement, dated June 26, 2019, between
                MoneyGram International, Inc. and the Lenders Party Thereto.*

10.3              Warrant Agreement, dated June 26, 2019, between MoneyGram
                International, Inc. and Equiniti Trust Company.

99.1              Press Release, dated June 26, 2019, of MoneyGram International,
                Inc.




*   Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K.
    MoneyGram International, Inc. hereby undertakes to furnish supplementally
    copies of any of the omitted schedules upon request by the U.S. Securities
    and Exchange Commission; provided, however, that MoneyGram International,
    Inc. may request confidential treatment pursuant to Rule 24b-2 of the
    Securities Exchange Act of 1934, as amended, for any schedules so furnished.




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Forward-Looking Statements

This communication contains forward-looking statements which are protected as forward-looking statements under the Private Securities Litigation Reform Act of 1995 that are not limited to historical facts, but reflect the Company's current beliefs, expectations or intentions regarding future events. Words such as "may," "will," "could," "should," "expect," "plan," "project," "intend," "anticipate," "believe," "estimate," "predict," "potential," "pursuant," "target," "continue," and similar expressions are intended to identify such forward-looking statements. The statements in this communication that are not historical statements are forward-looking statements within the meaning of the federal securities laws. Specific forward-looking statements include, among others, statements regarding the company's projected results of operations, specific factors expected to impact the company's results of operations, and the expected restructuring and reorganization program results. Forward-looking statements are subject to numerous risks and uncertainties, many of which are beyond the Company's control, which could cause actual results to differ materially from the results expressed or implied by the statements. These risks and uncertainties include, but are not limited to: our ability to compete effectively; our ability to maintain key agent or biller relationships, or a reduction in business or transaction volume from these relationships, including our largest agent, Walmart, whether through the introduction by Walmart of additional competing "white label" branded money transfer products or otherwise; our ability to manage fraud risks from consumers or agents; the ability of us and our agents to comply with U.S. and international laws and regulations; litigation or investigations involving us or our agents; uncertainties relating to compliance with the agreements entered into with the U.S. federal government and the effect of the Agreements on our reputation and business; regulations addressing consumer privacy, data use and security; our ability to successfully develop and timely introduce new and enhanced products and services and our investments in new products, services or infrastructure changes; our ability to manage risks associated with our international sales and operations; our offering of money transfer services through agents in regions that are politically volatile; changes in tax laws or an unfavorable outcome with respect to the audit of our tax returns or tax positions, or a failure by us to establish adequate reserves for tax events; our substantial debt service obligations, significant debt covenant requirements and credit ratings; major bank failure or sustained financial market illiquidity, or illiquidity at our clearing, cash management and custodial financial institutions; our ability to consummate future common stock and warrant issuances under the Securities Purchase Agreement with Ripple Labs Inc.; the ability of us and our agents to maintain adequate banking relationships; a security or privacy breach in systems, networks or databases on which we rely; disruptions to our computer network systems and data centers; weakness in economic conditions, in both the U.S. and global markets; a significant change, material slow down or complete disruption of international migration patterns; the financial health of certain European countries or the secession of a country from the European Union; our ability to manage credit risks from our agents and official check financial institution customers; our ability to adequately protect our brand and intellectual property rights and to avoid infringing on the rights of others; our ability to attract and retain key employees; our ability to manage risks related to the operation of retail locations and the acquisition or start-up of businesses; any restructuring actions and cost reduction initiatives that we undertake may not deliver the expected results and these actions may adversely affect our business; our ability to maintain effective internal controls; our capital structure and the special voting rights provided to designees of Thomas H. Lee Partners, L.P. on our Board of Directors; and uncertainties described in the "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of the Company's public reports filed with the Securities and Exchange Commission (the "SEC"), including the Company's annual report on Form 10-K for the year ended December 31, 2018 and the Company's quarterly report on Form 10-Q for the quarterly period ended March 31, 2019.

Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in the Company's SEC filings. The Company's SEC filings may be obtained by contacting the Company, through the Company's web site at ir.moneygram.com or through the SEC's Electronic Data Gathering and Analysis Retrieval System (EDGAR) at http://www.sec.gov. The Company undertakes no obligation to publicly update or revise any forward-looking statement.




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© Edgar Online, source Glimpses

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