MGI MoneyGram International Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒            Filed by a Party other than the Registrant  ☐

Check the appropriate box:

MONEYGRAM INTERNATIONAL, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

April 21, 2022

2828 North Harwood Street, 15th Floor

Dallas, Texas 75201

approval and adoption of the Merger Agreement, FOR the proposal regarding certain Merger-related executive compensation arrangements and FOR the proposal regarding the adjournment of the special meeting.

The date and time of the virtual special meeting are as follows:

May 23, 2022

9:00 a.m. Central Time

at www.virtualshareholdermeeting.com/MGI2022SM

You will not be able to attend the special meeting physically in person. For purposes of attendance at the special meeting, all references in this proxy statement to “present in person” or “in person” shall mean virtually present at the special meeting. The proxy statement attached to this letter provides you with information about the special meeting of our stockholders and the proposed Merger. We encourage you to read the entire proxy statement carefully. Please do not send in your stock certificates at this time. If the Merger is completed, you will receive instructions regarding the surrender of your stock certificates and payment for your shares of common stock.

Your vote is very important. Whether or not you plan to attend the special meeting virtually, if you are a holder of our common stock, please complete, sign, date and mail the enclosed proxy card to us or submit your proxy by telephone or Internet. If you attend the virtual special meeting, you may vote at the special meeting even if you previously returned your proxy.

Neither the U.S. Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved of the transactions described in this document, including the Merger, or determined whether the information contained in this document is accurate or adequate. Any representation to the contrary is a criminal offense.

The proxy statement is dated April 21, 2022, and is first being mailed to our stockholders on or about April 21, 2022.

2828 North Harwood Street, 15th Floor

Dallas, Texas 75201

NOTICE OF VIRTUAL SPECIAL MEETING OF STOCKHOLDERS

To the stockholders of MoneyGram International, Inc.:

Notice is hereby given that on May 23, 2022, at 9:00 a.m., Central Time, MoneyGram International, Inc., a Delaware corporation (“MoneyGram”), will hold a virtual-only special meeting of its stockholders (the “special meeting”) at www.virtualshareholdermeeting.com/MGI2022SM, for the following purposes:

Each of the proposals is described more fully in the proxy statement of which this notice forms a part. Please give your careful attention to all of the information in the proxy statement.

Only holders of record of our common stock at the close of business on April 20, 2022 (the “record date”) or their proxies can vote at the special meeting or any adjournment of the special meeting. Approval and adoption of the Merger Agreement requires the affirmative vote of holders of at least a majority of the outstanding shares of our common stock as of the record date. Additionally, to approve either (i) on an advisory, non-binding basis, the proposal regarding compensation that will or may become payable to MoneyGram’s named executive officers in connection with the Merger, or (ii) the proposal regarding the adjournment of the special meeting to a later date, if necessary and appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the special meeting, requires the affirmative vote of a majority of the votes cast toward such proposal at the special meeting.

The list of stockholders of record entitled to vote at the special meeting will be available, upon request, at MoneyGram’s offices, at 2828 North Harwood Street, 15th Floor, Dallas, Texas 75201, for examination by any MoneyGram stockholder during ordinary business hours beginning 10 days prior to the special meeting. You will not be able to attend the special meeting physically in person. For purposes of attendance at the special meeting, all references in this proxy statement to “present in person” or “in person” shall mean virtually present at the special meeting.

Dissenting stockholders who comply with the procedural requirements of Section 262 of the Delaware General Corporation Law will be entitled to receive payment of the “fair value” of their shares, as determined by a Delaware court.

Your vote is important. Whether or not you expect to attend the special meeting, you are urged to complete, sign, date and return the enclosed proxy card, or to submit your vote by Internet or telephone, at your earliest convenience. If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to approve and adopt the Merger Agreement, without your instructions. Instructions for voting your shares are included on the enclosed proxy card or the voting instruction form you will receive. If you are a record holder and you send in your proxy and then decide to attend the special meeting to vote your shares, you may still do so. You may revoke your proxy in the manner described in the proxy statement at any time before it has been voted at the special meeting.

ADDITIONAL INFORMATION

For additional questions about the Merger, assistance in submitting proxies or voting shares of our common stock, or to request additional copies of the proxy statement or the enclosed proxy card, please contact our proxy solicitor at:

Alliance Advisors LLC

200 Broadacres Drive, 3^rd Floor

Bloomfield, NJ 07003

Shareholders and Banks and Brokers Call Toll-Free: (855) 973-0090

Email: mgi@allianceadvisors.com

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD VIRTUALLY ON MAY 23, 2022.

The Notice of Special Meeting, proxy statement and MoneyGram’s 2021 Annual Report on Form 10-K and other filings with the United States Securities and Exchange Commission are available at http://ir.moneygram.com/sec.cfm.

TABLE OF CONTENTS

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

The following questions and answers are intended to address briefly some commonly asked questions regarding the Merger, the Merger Agreement and the special meeting. These questions and answers may not address all questions that may be important to you as a stockholder. Please refer to the “Summary” and the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement, which you should read carefully. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions under the section entitled “Where You Can Find More Information.” Throughout this proxy statement, “we,” “us” and “our” refer to MoneyGram.

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For additional information regarding the circumstances in which our board of directors is permitted to terminate the Merger Agreement to accept a superior proposal, please see “The Merger Agreement—Termination” beginning on page 111 of this proxy statement.

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The Merger Agreement also provides that, to the extent that any restricted stock units subject to either time-based or performance-based vesting granted in or following calendar year 2023 pursuant to the Company Stock Plan, representing the right to receive shares of Common Stock (including any award originally subject to performance-based vesting for which the performance period has been completed and performance threshold satisfied and which is now subject solely to time-based vesting) (such awards, a “MoneyGram 2023 RSU”), such MoneyGram 2023 RSUs will automatically be converted into a cash-settled long-term incentive award, representing a right to receive an amount in cash (subject to any applicable withholding taxes) equal to the product of (i) the Merger Consideration and (ii) the number of

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shares of Common Stock underlying such MoneyGram 2023 RSU (with any MoneyGram 2023 RSU subject to performance-based vesting converted based on achievement of the performance criteria set forth in the applicable award agreement at the greater of the target level and the actual level of performance achieved immediately prior to the effective time of the Merger), on the same vesting terms and conditions applicable to such MoneyGram 2023 RSU immediately prior to the effective time of the Merger.

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If you are granting a proxy to vote by telephone or via the Internet, your voting instructions must be received by the date and time indicated on the applicable proxy card(s).

Granting a proxy to vote via the Internet, by telephone or by mailing in your proxy card will not prevent you from voting in person at the special meeting. You are encouraged to submit a proxy by mail, via the Internet or by telephone even if you plan to attend the special meeting in person, to ensure that your shares of Common Stock are present in person or represented at the special meeting.

If you return a properly signed and dated proxy card but do not mark the box showing how you wish to vote, your shares will be voted “FOR” the proposal to approve and adopt the Merger Agreement, “FOR” the non-binding, advisory proposal to approve compensation that will or may become payable to MoneyGram’s named executive officers in connection with the Merger and “FOR” the proposal to adjourn the special meeting to a later date, if necessary and appropriate, to solicit additional proxies if there are insufficient

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votes to adopt the Merger Agreement at the time of the special meeting. With respect to any other matter that properly comes before the special meeting, shares present or represented by all proxies received by MoneyGram will be voted with respect to such matter in accordance with the judgment of the persons named as attorneys-in-fact in the proxies.

In addition, because any shares you may hold in “street name” will be deemed to be held by a different stockholder than any shares you hold of record, shares held in “street name” will not be combined for voting purposes with shares you hold of record. To be sure your shares are voted, you should instruct your brokerage firm, bank, trust or other nominee to vote your shares. Shares held by a corporation or business entity must be voted by an authorized officer of the entity. Notwithstanding the foregoing, proxies corresponding to shares held through the MoneyGram International, Inc. 401(k) Plan (the “401(k) Plan”) will be voted as described in the section entitled, “The Special Meeting—Votes Required” beginning on page 32 of this proxy statement.

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If your shares are not registered in your own name and, instead, your broker, bank, trust or other nominee holds your shares, you are a “beneficial owner” of shares held in “street name.” The organization holding your account is considered the stockholder of record for purposes of voting at the special meeting. The proxy statement and any accompanying documents have been forwarded to you by your broker, bank, trust or other nominee. As the beneficial owner, you have the right to direct your broker, bank, trust or other nominee how to vote your shares by using the voting instruction form or by following their instructions for voting by telephone or on the Internet.

Under the rules applicable to broker-dealers, your bank, broker, or other nominee does not have discretionary authority to vote your shares on any of the proposals scheduled to be voted on at the special meeting. A so-called “broker non-vote” results when banks, brokers and other nominees return a valid proxy but do not vote on a particular proposal because they do not have discretionary authority to vote on the matter and have not received specific voting instructions from the beneficial owner of such shares. MoneyGram does not expect any broker non-votes at the special meeting because the rules applicable to banks, brokers and other nominees only provide brokers with discretionary authority to vote on proposals that are considered routine, whereas each of the proposals to be presented at the special meeting are considered non-routine under the federal securities laws. As a result, no broker will be permitted to vote your shares of Common Stock at the special meeting without receiving instructions. Failure to instruct your broker on how to vote your shares will (i) have the same effect as a vote “against” the Merger Agreement and (ii) will cause your shares not to be counted toward a quorum, but will have no effect on the proposal to approve compensation, or the proposal to adjourn the special meeting, if a quorum is present.

If your shares are held in street name by a broker, bank, trust or other nominee, you must contact such broker, bank, trust or other nominee and follow its procedures to revoke your proxy. If you are a participant in the 401(k) Plan, your proxy must be received by 11:59 p.m. Eastern Time on May 18, 2022.

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If you are the stockholder of record, and you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted “FOR” the proposal to approve and adopt the Merger Agreement, “FOR” the non-binding, advisory proposal to approve compensation that will or may become payable to MoneyGram’s named executive officers in connection with the Merger and “FOR” the proposal to adjourn the special meeting to a later date, if necessary and appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the special meeting. If you are the beneficial owner of shares held in street name, your broker will not be able to vote your shares without instructions from you.

We have engaged Alliance Advisors LLC (“Alliance”) to assist in the solicitation of proxies for the special meeting. We estimate that we will pay Alliance a fee of approximately $15,000, plus customary administrative fees for expenses related to calls made to or received from our stockholders. We will reimburse Alliance for reasonable out-of-pocket expenses and will indemnify Alliance and its affiliates against certain claims, liabilities, losses, damages and expenses.

We may also reimburse brokers, banks and other custodians, nominees and fiduciaries representing beneficial owners of shares of Common Stock for their expenses in forwarding soliciting materials to beneficial owners of Common Stock and in obtaining voting instructions from those owners.

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This means that only one copy of this proxy statement may have been sent to multiple stockholders in your household unless we have received contrary instructions from one or more stockholders. We will promptly deliver a separate copy of this proxy statement to you if you contact us at the following address: MoneyGram International, Inc., 2828 North Harwood Street, 15th Floor, Dallas, Texas 75201, Attention: Corporate Secretary, telephone: (214) 999-7552. If you want to receive separate copies of the proxy statement or annual report to stockholders in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker, or other nominee record holder, or you may contact us at the above address or telephone number.

See the section entitled “Multiple Stockholders Sharing One Address” beginning on page 125 of this proxy statement for more information.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement and the documents incorporated by reference herein may contain 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 condition, results of operations, plans, objectives, future performance and business of MoneyGram and its subsidiaries. Statements preceded by, followed by or that include words such as “believes,” “estimates,” “expects,” “projects,” “plans,” “anticipates,” “intends,” “continues,” “will,” “should,” “could,” “may,” “would,” “goals” and other similar expressions are intended to identify some of the forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are included, along with this statement, for purposes of complying with the safe harbor provisions therein. These statements include, but are not limited to, the expected timing of the Merger; the ability of MDP and MoneyGram to close the Merger; the performance of the parties under the terms of the Merger Agreement; and statements regarding future performance. All of such information and statements are subject to certain risks and uncertainties, the effects of which are difficult to predict and generally beyond our control, that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. Investors are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date of this proxy statement. Investors are also urged to carefully review and consider the various disclosures in our periodic and interim reports filed with the SEC, including but not limited to our Annual Report on Form 10-K for the year ended December 31, 2021 and the Current Reports on Form 8-K filed from time to time by us, as well as the following factors:

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Consequently, all of the forward-looking statements we make in this document are qualified by the information contained or incorporated by reference herein, including, but not limited to, (a) the information contained under this heading and (b) the information contained in Part I, Item 1A under the caption “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2021, as well as the various factors described herein. We are under no obligation to publicly release any revision to any forward-looking statement contained or incorporated herein to reflect any future events or occurrences.

You should carefully consider the cautionary statements contained or referred to in this section in connection with any subsequent written or oral forward-looking statements that may be issued by us or persons acting on our behalf.

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THE PARTIES TO THE MERGER

MoneyGram

MoneyGram International, Inc.

2828 N. Harwood Street, 15^th Floor

Dallas, Texas 75201

(214) 999-7552

MoneyGram is a global leader in cross-border P2P payments and money transfers. Our consumer-centric capabilities enable family and friends to quickly and affordably send money in more than 200 countries and territories with over 100 countries digitally enabled as of December 31, 2021. The innovative MoneyGram platform leverages its leading distribution network, global financial settlement engine, cloud-based infrastructure with integrated APIs and its unparalleled compliance program to enable seamless and secure transfers around the world. Whether through our mobile application, moneygram.com, integration with account deposit and mobile wallets, kiosks, or any one of the more than 430,000 agent locations around the globe, we connect consumers, primarily those who may not be fully served by other financial institutions, in any way that is convenient for them. As an alternative financial services company, we provide individuals with essential services to help them meet the financial demands of their daily lives. Our growing direct-to-consumer digital business, our retail channel centered around our global distribution network, our emerging embedded finance business for enterprise customers and MoneyGram-as-a-Service, enable the Company to serve the entire remittance market. Given strong mobile P2P market growth rates, our direct-to-consumer digital business is a growth engine for the Company as our digital capabilities enable us to serve new customer segments who utilize our platform to transfer money around the world.

MoneyGram’s Common Stock is listed on the Nasdaq under the symbol “MGI.”

Additional information regarding MoneyGram is contained in our filings with the SEC. Also, see the section of this proxy statement entitled “Where You Can Find More Information.”

MDP

Madison Dearborn Partners, LLC

70 West Madison, Suite 4600

Chicago, IL 60602

(312) 895-1000

MDP, a Delaware limited liability company, is a leading private equity investment firm based in Chicago, Illinois. Since MDP’s formation in 1992, MDP has raised aggregate capital of over $28 billion and has completed over 150 investments. MDP invests across five dedicated industry verticals, including financial and transaction services; basic industries; business and government software and services; health care; and telecom, media and technology services. MDP is an affiliate of Parent.

Parent

Mobius Parent Corp.

70 West Madison, Suite 4600

Chicago, IL 60602

(312) 895-1000

Parent is a Delaware corporation and an affiliate MDP. Parent is the sole stockholder of Merger Sub.

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Merger Sub

Mobius Merger Sub, Inc.

70 West Madison, Suite 4600

Chicago, IL 60602

(312) 895-1000

Merger Sub is a Delaware corporation and the sole stockholder of Merger Sub is Parent. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by the Merger Agreement, has not owned any properties, rights or assets other than in connection with the transactions contemplated by the Merger Agreement, and has engaged in no other business other than in connection with the transactions contemplated by the Merger Agreement.

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THE SPECIAL MEETING

We are furnishing this proxy statement to our stockholders as part of the solicitation of proxies by our board of directors for use at the special meeting, and at any adjournments or postponements of the special meeting.

Date, Time and Place

We will hold the special meeting at www.virtualshareholdermeeting.com/MGI2022SM, at 9:00 a.m., Central Time, on May 23, 2022.

Purpose of Special Meeting

At the special meeting, we will ask holders of our Common Stock to approve and adopt the Merger Agreement. Our stockholders will also be asked to approve an advisory, non-binding proposal to approve compensation that will or may become payable to our named executive officers in connection with the Merger and a proposal to adjourn the special meeting to a later date, if necessary and appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the special meeting.

Record Date, Stock Entitled to Vote, Quorum, Abstentions and Broker Non-Votes

Only holders of record of our Common Stock at the close of business on April 20, 2022, which is the record date for the special meeting, are entitled to notice of and to vote at the special meeting. As of the record date, 96,278,259 shares of our Common Stock were outstanding and held by approximately 6,873 holders of record. A majority of the shares of our Common Stock issued and outstanding and entitled to vote at the special meeting present or represented by proxy at the special meeting is required for a quorum. Shares of our Common Stock represented at the special meeting but not voting, including shares of our Common Stock for which proxies have been received but for which stockholders have abstained, will be treated as present at the special meeting for purposes of determining the presence or absence of a quorum for the transaction of all business at the special meeting. Shares represented by broker non-votes will not be considered present and entitled to vote at the special meeting for the purpose of determining the presence of a quorum.

Votes Required

The proposal to approve and adopt the Merger Agreement requires the affirmative vote of holders of at least a majority of the outstanding shares of our Common Stock as of the record date. Accordingly, if you abstain or fail to vote on the proposal to approve and adopt the Merger Agreement, or if you fail to give voting instructions to your brokerage firm, bank, trust or other nominee, it will have the same effect as a vote against the approval and adoption of the Merger Agreement. If you hold your shares in “street name” through a broker, bank or other nominee, you must direct your broker, bank or other nominee how to vote your shares of Common Stock by following their instructions for voting. Brokers, banks or other nominees who hold shares of our Common Stock in street name for customers who are the beneficial owners of those shares are not permitted to vote those customers’ shares in the absence of specific instructions from those customers.

The advisory, non-binding proposal to approve compensation that will or may become payable to MoneyGram’s named executive officers in connection with the Merger requires the affirmative vote of a majority of the votes cast on such proposal at the special meeting, excluding abstentions and broker non-votes, which shall not be counted as votes cast. Accordingly, assuming that a quorum is present, not voting at the special meeting, or abstaining from voting, will have no effect on the outcome of this proposal. Approval of this proposal is not a condition to completion of the Merger, and the vote with respect to this proposal is only an advisory vote by stockholders. Accordingly, the vote will not be binding on us, Parent or MDP, any of our boards of directors or our compensation committee. If the Merger is completed, the compensation that is the subject of the proposal may be paid to our named executive officers in accordance with the terms and conditions of their compensation agreements and arrangements even if our stockholders do not approve this proposal.

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The proposal to adjourn the special meeting to a later date, if necessary and appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the special meeting requires an affirmative vote of a majority of the votes cast on such proposal at the special meeting, excluding abstentions and broker non-votes, which shall not be counted as votes cast. Accordingly, assuming that a quorum is present, not voting at the special meeting, or abstaining from voting, will have no effect on the outcome of this proposal. MoneyGram does not intend to call a vote on this proposal if the Merger Agreement is approved and adopted at the special meeting. The vote required on this proposal is a vote separate and apart from the vote to approve and adopt the Merger Agreement, and is not a condition to the consummation of the Merger. Accordingly, you may vote to approve and adopt the Merger Agreement and vote not to approve the proposal regarding the adjournment of the special meeting and vice versa.

MoneyGram does not expect any broker non-votes at the special meeting because the rules applicable to banks, brokers and other nominees only provide brokers with discretionary authority to vote on proposals that are considered “routine.” Since each of the proposals to be presented at the special meeting are not considered “routine” under the applicable rules, no broker will be permitted to vote your shares of Common Stock at the special meeting without receiving instructions.

If you are a stockholder of record, you may vote your shares of Common Stock in any of the following ways:

If you are not a stockholder of record, please refer to the instructions provided by your bank, brokerage firm or other nominee to see which of the above choices are available to you. Please note that if you are a beneficial owner and wish to vote at the special meeting, you must obtain a legal proxy from your bank, brokerage firm or other nominee.

If you are a participant in the 401(k) Plan, your proxy will serve as a voting instruction to the Independent Fiduciary (as defined in the 401(k) Plan). The Independent Fiduciary shall instruct the 401(k) Plan Trustee how to vote. The Independent Fiduciary shall follow each participant’s instructions unless it determines that doing so would be contrary to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). If no voting instructions are received from a participant in the 401(k) Plan, the trustee will vote those shares in accordance with the majority of shares voted in the 401(k) Plan for which instructions were received, unless the Independent Fiduciary determines that doing so would be contrary to ERISA and instructs the trustee to vote such shares differently.

A control number, located on your proxy card, is designed to verify your identity and allow you to vote your shares of Common Stock, and to confirm that your voting instructions have been properly recorded when submitting a proxy over the Internet or by telephone. Please be aware that if you submit a proxy over the Internet, you may incur costs such as telephone and Internet access charges for which you will be responsible.

Holders of record of our shares of outstanding Common Stock on the record date are entitled to one vote per share on each matter to be considered at the special meeting. Holders of securities convertible or exercisable for our Common Stock, such as stock options, will not be able to vote such shares underlying such securities.

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As of the record date, directors and executive officers of MoneyGram and their affiliates had the right to vote 3,241,298 shares of Common Stock, or approximately 3.4% of the outstanding Common Stock at that date.

Voting of Proxies

All shares represented by properly executed proxies received in time for the special meeting will be voted at the special meeting in the manner specified by the holders thereof. Properly executed proxies that do not contain voting instructions will be voted FOR the approval and adoption of the Merger Agreement, FOR the proposal to approve compensation that will or may become payable to our named executive officers in connection with the Merger and FOR the proposal to adjourn the special meeting to a later date, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the special meeting.

Revocability of Proxies

The grant of a proxy on the enclosed form of proxy does not preclude a stockholder from voting at the special meeting. A stockholder may revoke a proxy if you:

If your shares are held in street name by a broker, bank, trust or other nominee, you must contact such broker, bank, trust or other nominee and follow its procedures to revoke your proxy. If you are a participant in the 401(k) Plan, your proxy must be received by 11:59 p.m. Eastern Time on May 18, 2022.

MoneyGram stockholders who require assistance should contact the persons at the phone number provided on page 27 of this proxy statement.

Postponement, Adjournment and Recess

Although it is not currently expected, the special meeting may be adjourned, recessed or postponed for the purpose of soliciting additional proxies. In the event that there is present, in person or by proxy, sufficient favorable voting power to secure the MoneyGram Stockholder Approval to approve and adopt the Merger Agreement, MoneyGram does not anticipate that it will adjourn or postpone the special meeting unless it is advised by counsel that failure to do so could reasonably be expected to result in a violation of applicable law.

If a quorum is present, the special meeting may be adjourned or recessed by the chairman of the special meeting or by the affirmative vote of the holders of a majority of the shares of Common Stock present or represented by proxy at the special meeting and entitled to vote at the special meeting. Any adjournment, recess or postponement of the special meeting for the purpose of soliciting additional proxies will allow MoneyGram’s stockholders who have already sent in their proxies to revoke them at any time prior to their use at the special meeting as adjourned, recessed or postponed.

For purposes of attendance at the special meeting, all references in this proxy statement to “present in person” or “in person” shall mean virtually present at the special meeting.

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Delivery of Proxy Materials to Households Where Two or More MoneyGram Stockholders Reside

Because many stockholders hold shares of our Common Stock in multiple accounts or share an address with other stockholders, stockholders may receive duplicate mailings of notices or proxy materials. Stockholders may avoid receiving duplicate mailings as follows:

Solicitation of Proxies

All costs related to the solicitation of proxies, including the printing and mailing of this proxy statement, will be borne by us. We have retained Alliance to aid in the solicitation of proxies and to verify records relating to the solicitation. Alliance will receive a base fee for its services of $15,000, plus fees per call to stockholders and expense reimbursement. In addition, our directors, officers and employees may, without additional compensation, solicit proxies from stockholders by mail, telephone, facsimile, or in person. However, you should be aware that certain members of our board of directors and our officers have interests in the Merger that are different from, or in addition to, yours. See the section entitled “The Merger—Interests of MoneyGram’s Executive Officers and Directors in the Merger.”

We will also reimburse brokers and other custodians, nominees and fiduciaries for their expenses in sending these materials to you and getting your voting instructions.

Stock Certificates

Stockholders should not send stock certificates with their proxies. A letter of transmittal with instructions for the surrender of our Common Stock certificates will be mailed to our stockholders as soon as practicable after completion of the Merger.

Questions and Additional Information

If you have questions about the Merger, how to submit your proxy or vote your shares, or if you need additional copies of this proxy statement or the enclosed proxy, please contact our proxy solicitor at:

Alliance Advisors LLC

200 Broadacres Drive, 3^rd Floor

Bloomfield, NJ 07003

Shareholders and Banks and Brokers Call Toll-Free: (855) 973-0090

Email: mgi@allianceadvisors.com

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THE MERGER

Description of the Merger

Our board of directors has approved and adopted the Merger Agreement and the Merger. If the Merger agreement is approved and adopted by MoneyGram’s stockholders, then, subject to other closing conditions as described in “The Merger Agreement—Conditions to Completion of the Merger,” Merger Sub will be merged with and into MoneyGram, and MoneyGram will be the surviving corporation in the Merger and become a wholly owned subsidiary of Parent. We strongly encourage you to read carefully the Merger Agreement in its entirety, a copy of which is attached as Annex A to this proxy statement, because it is the contract that governs the Merger.

If the Merger is completed, each share of Common Stock outstanding immediately prior to the effective time of the Merger (other than certain shares as set forth in the Merger Agreement, including shares for which the holders thereof have properly exercised appraisal rights in accordance with Section 262 of the DGCL with respect to such Common Stock) will be converted into the right to receive the Merger Consideration, without interest.

After the Merger is completed, you will have the right to receive the Merger Consideration but you will no longer have any rights as a stockholder of MoneyGram. In the case of shares of our Common Stock represented by certificates, you will receive the Merger Consideration for your shares of Common Stock after exchanging your stock certificates in accordance with the instructions contained in a letter of transmittal to be sent to you shortly after completion of the Merger. In the case of shares of our Common Stock held in book-entry form, you will receive the Merger Consideration for your shares of Common Stock as promptly as practicable following the Merger without the requirement to deliver a stock certificate or, unless reasonably requested by the paying agent, a letter of transmittal.

The Common Stock is currently registered under the Exchange Act and is designated for trading on the Nasdaq under the symbol “MGI.” Following the Merger, the Common Stock will be delisted from the Nasdaq and will no longer be publicly traded, and the registration of our Common Stock under the Exchange Act will be terminated.

Please see the section entitled “The Merger Agreement” for additional and more detailed information regarding the Merger Agreement.

Background of the Merger

On a regular basis, we and our board of directors, together with our financial and legal advisors, review and evaluate strategic opportunities and alternatives with a view to enhancing stockholder value. Such opportunities and alternatives our board of directors has reviewed include refinancing our outstanding debt, strategic investments in other companies, new strategic initiatives and product offerings, remaining as a stand-alone entity, and a potential sale of MoneyGram.

In January 2017, MoneyGram entered into a definitive merger agreement (the “Ant Merger Agreement”) to be acquired by Alipay (UK) Limited (“Ant Financial”) at a price of $13.25 per share in cash, which agreement was subsequently amended in April 2017 to, among other things, increase the purchase price to $18.00 per share following an intervening offer by Euronet Worldwide, Inc. to acquire MoneyGram for $15.20 per share in cash.

In January 2018, MoneyGram and Ant Financial agreed to terminate the Ant Merger Agreement due to the expectation that the transaction would not receive approval from the Committee on Foreign Investment in the United States. In connection with such termination, Ant Financial paid MoneyGram a $30 million reverse termination fee as required under the Ant Merger Agreement.

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On November 8, 2018, MoneyGram announced that it had agreed to extend its 2012 deferred prosecution agreement (the “DPA”) with the United States Department of Justice, Criminal Division, Money Laundering and Asset Recovery Section and the United States Attorney’s Office for the Middle District of Pennsylvania (collectively the “Department”) by 30 months and agreed to pay a $125 million fine due to alleged weaknesses in MoneyGram’s anti-money laundering program resulting in a breach of the DPA. MoneyGram paid $70 million of the fine in November 2018, with the remaining $55 million to be paid in May 2020. In the trading day following MoneyGram’s announcement of the DPA extension, MoneyGram’s stock price declined 49%, from $4.47 to $2.27.

In January 2019, at the direction of our board of directors, MoneyGram launched a strategic review process, with the assistance of its financial advisor, BofA Securities, Inc., during which BofA Securities broadly solicited potential purchasers of MoneyGram in an effort to enable our board of directors to determine whether a transaction may be available that would be in the best interests of MoneyGram stockholders. During the process, BofA Securities, on behalf of MoneyGram, contacted 22 potential buyers, consisting of 6 potential strategic buyers and 16 potential financial buyers, including MDP and several other parties contacted during the 2021 sale process, as described below. Of the 22 contacted parties, only one party, a private equity firm, referred to as Party A, submitted a non-binding acquisition proposal, which provided for a purchase price of $2.75 to $3.25 per share, while MoneyGram’s stock price was $2.53 per share on February 27, 2019, the date the proposal was received. After discussion among our board of directors and its financial and legal advisors, our board of directors instructed BofA Securities to tell the potential buyer that a proposal of $2.75 to $3.25 was not compelling at such time. Discussions with the potential buyer then ceased.

During the spring of 2019, MoneyGram contacted various potential lenders regarding a refinancing of MoneyGram’s debt.

Also in the spring of 2019, MoneyGram engaged in preliminary merger and financing discussions with a consortium of domestic and foreign investors, referred to as the Consortium, introduced to MoneyGram by a representative of Thomas H. Lee Partners, L.P. (“THL”), MoneyGram’s largest stockholder at the time.

On April 19, 2019, MoneyGram received a preliminary non-binding proposal from a strategic competitor, referred to as Party B, to acquire MoneyGram for $5.00 per share, a 106% premium to MoneyGram’s closing stock price of $2.43 on April 18, 2019. Party B’s proposal also included a conditional offer to provide a partial refinancing of MoneyGram’s debt in the form of second lien notes. However, discussions between MoneyGram and Party B ceased in April 2019 as MoneyGram began to move forward with its refinancing process.

On May 3, 2019, the Consortium sent MoneyGram a draft non-binding term sheet providing for an acquisition of MoneyGram for $4.25 per share, a 35% premium to MoneyGram’s closing stock price of $3.14 on May 2, 2019. However, discussions between MoneyGram and the Consortium ceased as MoneyGram began to finalize its refinancing process.

In June 2019, MoneyGram successfully refinanced its debt and entered into a new three-year revolving credit facility, a four-year first lien term loan facility and a five-year second lien term loan facility. In connection with the refinancing, MoneyGram issued warrants to the second lien lenders exercisable at $0.01 per share for an aggregate of 5,423,470 shares of MoneyGram Common Stock (or approximately 7% of MoneyGram’s then fully diluted outstanding Common Stock). Also in June 2019, MoneyGram entered into an agreement with Ripple Labs Inc. (“Ripple”) pursuant to which Ripple committed to purchase up to $50 million of shares of MoneyGram Common Stock and warrants at a price of $4.10 per share (or per share underlying each warrant). Ripple purchased $30 million of such shares of Common Stock and warrants in June 2019 and the remaining $20 million in November 2019.

In the summer of 2019, following the completion of MoneyGram’s refinancing, MoneyGram reengaged in preliminary merger discussions with Party B and the Consortium.

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On August 9, 2019, MoneyGram received a non-binding proposal letter from the Consortium to acquire MoneyGram for $4.25 per share, a 38% premium to MoneyGram’s closing stock price of $3.08 on August 8, 2019. However, discussions with the Consortium ended in September 2019 primarily due to regulatory concerns and valuation issues.

In the fall of 2019, discussions with Party B ceased primarily due to regulatory concerns and valuation issues.

In November 2019, funds affiliated with THL, which collectively held over 30% of MoneyGram’s Common Stock on an as-converted basis at the time, distributed substantially all of their shares of MoneyGram Common Stock to certain THL limited partners and to the general partner and affiliated entities of THL, resulting in MoneyGram no longer being treated as a “controlled company” under Nasdaq rules.

On February 25, 2020, MoneyGram and the Department agreed to extend the due date for the remaining $55 million payment under the DPA to November 8, 2020.

In February and March 2020, in connection with the onset of the COVID-19 pandemic, MoneyGram’s stock price declined along with most of the rest of the U.S. equity markets, reaching a multi-year low closing price of $1.18 per share on April 1, 2020.

On April 9, 2020, MoneyGram received an unsolicited non-binding proposal from Party B to acquire MoneyGram for $3.00 per share, a 108% premium to MoneyGram’s closing stock price of $1.44 on April 9, 2020.

During the spring and summer of 2020, MoneyGram and Party B reengaged in discussions to further analyze the regulatory risks of a combination of the two companies. However, discussions ultimately ceased in the summer of 2020 due to the view of both MoneyGram and Party B that a merger between the two parties was unlikely to be approved by regulatory authorities.

On July 24, 2020, MoneyGram and the Department agreed to further extend the due date for the remaining $55 million payment under the DPA to May 9, 2021.

On July 28, 2020, our board of directors adopted a Tax Benefits Preservation Plan (the “Tax Benefits Preservation Plan”), which placed certain restrictions on stockholders acquiring more than 5% of MoneyGram’s Common Stock in order to prevent an inadvertent “ownership change” as defined in Section 382 of the U.S. Internal Revenue Code of 1986, as amended, in order to preserve certain net operating loss and tax credit carryforwards.

In August and September 2020, affiliates of The Goldman Sachs Group, Inc. (“GS”), which collectively held one of the largest positions of MoneyGram Common Stock at the time with an over 10% as-converted ownership percentage, sold their position in MoneyGram, further decreasing the concentration of MoneyGram’s stockholder base.

On March 17, 2021, MoneyGram received a non-binding proposal to acquire MoneyGram for $9.50 per share from a private equity firm, referred to as Party C, a 33% premium to MoneyGram’s closing stock price of $7.16 on March 16, 2021.

On March 24, 2021, our board of directors held a special meeting, attended by members of management and representatives of BofA Securities and V&E, outside counsel to MoneyGram, to discuss Party C’s non-binding proposal. Following discussion, our board of directors determined that prior to engaging further with Party C, MoneyGram would attend to certain near-term commercial matters, including the expected termination of the DPA and MoneyGram’s planned debt refinancing to take advantage of historically low interest rates and to

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lessen MoneyGram’s interest expense burden. MoneyGram so advised Party C that it intended to attend to such other matters. Also during this meeting, representatives of V&E provided our board of directors with an overview of the directors’ fiduciary duties and general process and procedural considerations in the context of receiving an acquisition proposal.

In May 2021, MoneyGram made the final $55 million payment under the DPA.

On May 21, 2021, a representative of a private equity firm, referred to as Party D, contacted Mr. Holmes to request a meeting.

On May 24, 2021, Mr. Holmes and other members of management met with the representative of Party D via videoconference. During this meeting, the representative of Party D stated that Party D was interested in a potential transaction with MoneyGram and requested that the parties sign a confidentiality agreement to facilitate further discussions.

On May 26, 2021, MoneyGram and Party D entered into a confidentiality agreement, which contained a customary standstill restriction but did not preclude Party D from submitting a private proposal to our board of directors at any time. Following the execution of the confidentiality agreement, Party D was given access to an online data room hosted by MoneyGram. Party D also engaged in a series of preliminary discussions with representatives of MoneyGram between May 26 and June 24, 2021, after which discussions between the parties ceased prior to Party D giving any indication of a valuation of MoneyGram.

Also in May 2021, MoneyGram’s stock price exceeded the price proposed in Party C’s non-binding proposal submitted on March 17, 2021 and no further discussions were held between the parties.

On June 3, 2021, our board of directors terminated the Tax Benefits Preservation Plan.

On June 10, 2021, the charges filed by the Department under the DPA were dismissed and the DPA was officially terminated.

In connection with considering the range of outcomes relative to refinancing its long-term debt and reducing its cost of capital, based on the recommendation of BofA Securities and our management, our board of directors determined that MoneyGram should first raise new equity to partially reduce its outstanding debt and leverage ratios. On June 18, 2021, MoneyGram completed an at-the-market equity offering, raising $99.8 million in gross proceeds through the sale of approximately 10.4 million shares of MoneyGram Common Stock at an average price of $9.56 per share, the proceeds of which were primarily used to prepay a portion of MoneyGram’s second lien debt.

On July 15, 2021, the Financial Times (the “Financial Times”) published an article reporting a rumor that a private equity firm was considering an offer to acquire MoneyGram. However, MoneyGram did not receive an acquisition proposal during this period.

On July 21, 2021, MoneyGram announced a successful refinancing of its debt through the closing of a private offering of $415 million of senior secured notes and a $400 million senior secured term loan, the proceeds of which were used to prepay the full remaining amount of MoneyGram’s first and second lien debt. Following the publication of the Financial Times article and the announcement of MoneyGram’s successful refinancing, MoneyGram’s stock price closed at a new multi-year high of $12.04 on July 22, 2021.

In the Fall of 2021, a representative of a private equity firm, referred to as Party E, contacted a representative of BofA Securities regarding Party E’s potential interest in engaging in transaction discussions with MoneyGram.

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On October 19, 2021, Vahe A. Dombalagian, a managing director at MDP, contacted a representative of BofA Securities to request a reintroduction to Mr. Holmes to discuss MDP’s potential interest in a transaction with MoneyGram.

On October 20, 2021, MoneyGram and MDP entered into a confidentiality agreement, which contained a customary standstill restriction but did not preclude MDP from submitting a private proposal to our board of directors at any time. Following the execution of the confidentiality agreement, MDP was given access to the online data room hosted by MoneyGram and engaged in due diligence discussions with representatives of MoneyGram.

On November 5, 2021, members of MoneyGram management met with Mr. Dombalagian and other representatives of MDP at MoneyGram’s headquarters in Dallas, Texas, during which MDP discussed its potential interest in pursuing an acquisition of MoneyGram. MDP representatives gave no indication of valuation during these discussions.

Later on November 5, 2021, our board of directors held a special meeting, attended by members of management and a representative of BofA Securities, to discuss, among other things, the recent discussions with MDP. During this meeting, Mr. Holmes explained to our board of directors that discussions with MDP were preliminary and that MDP had not provided an indication of value or indicated whether it would submit an acquisition proposal. Mr. Holmes also explained that a representative of Party E had contacted BofA Securities regarding a potential transaction with MoneyGram but such discussions had not advanced past a preliminary stage. Mr. Holmes further noted that MoneyGram had previously engaged in separate conversations regarding an acquisition of MoneyGram with each of MDP and Party E during the 2019 sale process, but the discussions did not advance past a preliminary stage at such time.

Between November 5 and 16, 2021, MoneyGram engaged in continued preliminary discussions with MDP.

On November 11, 2021, a representative of a MoneyGram institutional stockholder introduced Mr. Holmes to a representative of a private equity firm, referred to as Party F.

On November 16, 2021, Mr. Dombalagian called Mr. Holmes to notify him that MDP intended to submit a non-binding proposal to acquire MoneyGram.

On November 17, 2021, Mr. Dombalagian emailed Mr. Holmes a non-binding proposal to acquire MoneyGram for $10.00 per share, a 60% premium to MoneyGram’s closing stock price of $6.25 on November 16, 2021, which included a request for a 30-day exclusive negotiating period between MoneyGram and MDP.

On November 19, 2021, our board of directors held a special meeting, attended by members of management and representatives of BofA Securities and V&E, to discuss MDP’s proposal. During the meeting, our board of directors instructed management to remain engaged with MDP but not to grant MDP exclusivity. Our board of directors also instructed BofA Securities to contact additional potential buyers to determine whether a transaction may be available that would be in the best interests of MoneyGram stockholders. Also during this meeting, representatives of V&E provided our board of directors with an overview of the directors’ fiduciary duties and general process and procedural considerations in the context of receiving an acquisition proposal.

Also on November 19, 2021, members of MoneyGram management met with representatives of Party F to engage in a high-level discussion of MoneyGram’s business.

In late November 2021, following the direction given by our board of directors at the board meeting on November 19, 2021, BofA Securities began contacting potentially interested buyers. During the course of November and December 2021, BofA Securities contacted 33 parties (including MDP, Party C, Party D, Party E,

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Party F and a private equity firm, referred to as Party G), consisting of 20 financial parties and 13 strategic parties. Of the 33 contacted parties, 17 parties (including 13 financial parties and 4 strategic parties) entered into confidentiality agreements with MoneyGram and 15 parties (including 11 financial parties and 4 strategic parties) engaged in management presentations or discussions with MoneyGram regarding a potential transaction. The confidentiality agreements between MoneyGram and each interested party described below included a customary standstill provision, but none of them precluded an interested party from making a private proposal to our board of directors at any time. BofA Securities, at the direction of our board of directors, did not contact certain strategic parties, including Party B, due to competitive and regulatory concerns.

On December 2, 2021, a representative of Party D, who had previously been contacted by representatives of BofA Securities, contacted Mr. Holmes to express an interest in commencing potential acquisition discussions. Later that day, MoneyGram and Party D entered into a new confidentiality agreement, which was substantially similar to the confidentiality agreement entered into between the parties on May 26, 2021, including with respect to its standstill provision.

On December 7, 2021, members of MoneyGram management and representatives of BofA Securities met with Mr. Dombalagian and other representatives of MDP at MoneyGram’s headquarters in Dallas, Texas. During this meeting, the parties discussed MoneyGram’s business performance, background, and other related matters.

On December 8, 2021, our board of directors held a regular meeting, a portion of which was attended by members of management and representatives of BofA Securities and V&E to discuss the outreach to potential buyers by BofA Securities. During this portion of the meeting, representatives of V&E reviewed with the members of our board of directors their fiduciary duties in connection with evaluating a potential strategic transaction and responding to any formal proposals that our board of directors may receive with respect to a sale of MoneyGram or other strategic transaction.

On December 9, 2021, Party F notified representatives of BofA Securities that it would not further pursue an acquisition of MoneyGram.

Between December 10 and 14, 2021, at the direction of our board of directors, BofA Securities sent letters to the 10 parties that appeared most interested in pursuing an acquisition of MoneyGram, including MDP, Party C, Party D and Party E, requesting the submission of non-binding proposals to acquire MoneyGram by December 21, 2021.

On December 13, 2021, MoneyGram entered into a confidentiality agreement with a domestic strategic party, referred to as Party H, who was a member of the Consortium that engaged in preliminary merger discussions with MoneyGram in 2019. The confidentiality agreement contained a customary standstill restriction but did not preclude Party H from submitting a private proposal to our board of directors at any time. Party H indicated that it would likely not be in a position to acquire all of MoneyGram but that it may desire to act as a co-bidder with another potential buyer. Accordingly, the confidentiality agreement allowed Party H to act as a co-bidder with certain parties or with MoneyGram’s consent.

On December 15, 2021, Reuters reported that MDP had submitted a proposal to acquire MoneyGram. That same day, following the release of this story, MoneyGram’s stock price closed up 8.2% from the prior day’s close. From December 14, 2021, the trading day prior to publication of the Reuters story, through February 11, 2022, the trading day prior to the signing of the merger agreement with MDP, MoneyGram’s stock price significantly outperformed the stock prices of certain key competitors and the broader market generally, rising 17.4% during such period whereas the S&P 500 index declined by 4.6%.

Also on December 15, 2021, representatives of MDP orally communicated to MoneyGram a willingness to increase MDP’s proposed price to $10.50 per share, an increase from the $10.00 per share set forth in MDP’s proposal letter submitted on November 17, 2021.

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Further on December 15, 2021, Party A contacted representatives of BofA Securities to express an interest in engaging in transaction discussions with MoneyGram, citing the Reuters article published earlier that day.

On December 16, 2021, our board of directors held a special meeting, attended by members of management and representatives of BofA Securities and V&E, to discuss MDP’s willingness to increase its proposed price and the status of discussions with other potential buyers. During this meeting, our board of directors expressed support for continuing discussions with interested parties to determine whether a transaction may be available that would be in the best interests of MoneyGram stockholders.

On December 20, 2021, at the direction of our board of directors, BofA Securities sent a letter to Party A, requesting the submission of a non-binding proposal to acquire MoneyGram by December 21, 2021.

On December 21, 2021, MoneyGram received two additional non-binding proposals: one from Party D at a price of $10.00 to $11.00 per share and another from Party G at a price of $9.75 to $10.25 per share. On that same day, a representative of a private equity firm, referred to as Party I, contacted a representative of BofA Securities regarding Party I’s potential interest in engaging in transaction discussions with MoneyGram, citing the Reuters article published on December 15, 2021.

Also on December 21, 2021, Party E notified representatives of BofA Securities that it would not further pursue an acquisition of MoneyGram.

On December 22, 2021, our board of directors held a special meeting, attended by members of management and representatives of BofA Securities and V&E, to discuss the proposals received from MDP, Party D and Party G and the status of other potentially interested buyers. During this meeting, our board of directors instructed management and BofA Securities to continue to engage with all remaining interested buyers in an effort to identify the best potential transaction that could be obtained for MoneyGram’s stockholders.

Also on December 22, 2021, Party C notified representatives of BofA Securities that it would not further pursue an acquisition of MoneyGram.

On December 23, 2021, MoneyGram received a non-binding proposal from Party A at a price of $8.75 to $10.75 per share.

On December 30, 2021, our board of directors held a special meeting, attended by members of management and representatives of BofA Securities and V&E, to discuss the status of discussions with the remaining interested parties. During this meeting, representatives of BofA Securities presented to our board of directors preliminary financial analyses related to the valuation of MoneyGram, which materials utilized financial projections prepared by MoneyGram management.

On January 3, 2022, MoneyGram posted a draft form merger agreement for MDP, Party A and Party D and Party G to the online data room hosted by MoneyGram. The draft merger agreement included, among other things, (i) a 30-day post-signing period during which MoneyGram could continue to actively solicit acquisition proposals from other parties and terminate the merger agreement for a lower termination fee (the “Go-Shop Provision”) and (ii) a reverse termination fee payable by buyer in the event the transaction did not close due to the failure to receive certain money transmitter license change of control approvals, regardless of whether such failure was the fault of buyer (the “MTL Approval Reverse Termination Fee”).

In late December 2021 and early January 2022, representatives of MoneyGram and BofA Securities continued to engage in discussions with interested buyers, including two strategic parties who had previously executed confidentiality agreements during the process, referred to as Party J and Party K.

On January 7, 2022, Party G notified representatives of BofA Securities that it would not further pursue an acquisition of MoneyGram.

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By January 9, 2022, all parties contacted by BofA Securities since the beginning of the process, other than MDP and Parties A, D, H, I, J and K, had declined to pursue an acquisition of MoneyGram. Parties H, I, J and K, however, had not submitted an acquisition proposal.

Also on January 10, 2022, at the direction of our board of directors, BofA Securities sent letters to MDP, Party A and Party D requesting definitive acquisition proposals from such parties by January 24, 2022.

On January 12, 2022, Party I notified representatives of BofA Securities that it would not further pursue an acquisition of MoneyGram.

On January 13, 2022, at the direction of our board of directors, BofA Securities sent a letter to Party K requesting an initial indication of interest by January 19, 2022. Party J was not sent a letter because it did not appear interested in further pursuing an acquisition of MoneyGram at the time.

On January 14, 2022, MDP sent an updated proposal letter, increasing its proposed price to $10.50 per share, confirming its oral indication from December 15, 2021. The proposal letter stated that MDP’s proposal would expire on January 25, 2022 unless MoneyGram granted MDP exclusivity on or prior to such date. MDP’s proposal letter also indicated that MDP expected to finish its diligence during the week of January 17, 2022. MDP also submitted a markup of the merger agreement, as well as initial drafts of equity and debt commitment letters and a draft limited guarantee. MDP’s merger agreement markup, among other things, (i) removed the Go-Shop Provision, (ii) removed the MTL Approval Reverse Termination Fee, (iii) included a reimbursement by MoneyGram of up to $10 million of MDP’s expenses if the merger agreement was terminated due to the failure to obtain MoneyGram stockholder approval (the “Expense Fee”), (iv) included a broad definition of “burdensome condition,” which set limitations on the actions buyer would be required to take under the merger agreement to obtain regulatory approvals, including money transmitter license approvals and (v) proposed a MoneyGram termination fee in the amount of 3.50% of MoneyGram’s equity value as of the signing of a merger agreement, which would be payable in the event MoneyGram entered into an agreement with another buyer, our board of directors changed its recommendation or in certain other circumstances.

Also on January 14, 2022, Party D contacted BofA Securities to seek permission from MoneyGram to make a co-bid with Party H. Later that day, MoneyGram granted its consent for Party D making a co-bid with Party H.

On January 18, 2022, Party J notified representatives of BofA Securities that it would not further pursue an acquisition of MoneyGram.

On January 20, 2022, Party K notified representatives of BofA Securities that it would not further pursue an acquisition of MoneyGram.

On January 24, 2022, Party A notified representatives of BofA Securities that it would not further pursue an acquisition of MoneyGram.

Also on January 24, 2022, Latham & Watkins, outside counsel for MDP, on behalf of MDP, sent V&E an updated markup of the merger agreement reflecting certain changes from MDP’s markup submitted on January 14, 2022, including a proposed buyer termination fee amount of 5.0% of MoneyGram’s equity value as of the signing of a merger agreement. During this time, MDP continued to indicate its desire to sign a definitive merger agreement as soon as possible, noting that its diligence was complete. MDP also communicated orally that it might be willing to increase its proposed price from $10.50 per share but did not specify an exact price.

On the morning of January 25, 2022, Reuters reported that MDP and two other private equity firms had submitted competing offers to acquire MoneyGram.

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In the afternoon of January 25, 2022, Parties D and H submitted a joint non-binding proposal letter to acquire MoneyGram for $11.00 per share. Under the proposal, Party D was to be the primary bidder with Party H providing a certain amount of equity financing for the acquisition. Along with the proposal, Party D indicated that it would need at least four more weeks of diligence before it could be in a position to sign a merger agreement and that the proposal could be revised or withdrawn based on the outcome of such diligence. Parties D and H also submitted a markup of the merger agreement, as well as initial drafts of equity and debt commitment letters and draft limited guarantees. The merger agreement markup, among other things, (i) removed the Go-Shop Provision, (ii) removed the MTL Approval Reverse Termination Fee, (iii) included a buyer reverse termination fee in the amount of 5.0% of MoneyGram’s equity value as of the signing of a merger agreement and (iv) broadened the “burdensome condition” definition from MoneyGram’s draft merger agreement.

Later in the afternoon of January 25, 2022, our board of directors held a special meeting, attended by members of management and representatives of BofA Securities and V&E, to discuss the proposals received from MDP and Parties D and H. During this meeting, our board of directors expressed disappointment that Party D would need at least four more weeks of diligence before signing a merger agreement and the fact that the proposal by Parties D and H could be revised or withdrawn based on the outcome of such diligence, noting that this gave MoneyGram little certainty that such parties would ultimately transact at a price of $11.00 per share or otherwise. Observing that MDP’s latest proposal expired on the day of the meeting, our board of directors instructed BofA Securities to ask MDP for more time to evaluate MDP’s proposal and to ask Party D to expedite its timeline to signing a merger agreement. Also at this meeting, representatives of BofA Securities presented to our board of directors an updated version of its preliminary financial analyses related to the valuation of MoneyGram, which analyses utilized the financial projections prepared by MoneyGram management and more fully described under “The Merger—Unaudited Financial Projections of MoneyGram.”

During the next several days, representatives of MoneyGram and BofA Securities continued to engage in discussions with MDP and Parties D and H.

On January 26, 2022, MoneyGram and MDP and their respective advisors held several video conferences during which the parties discussed the material terms in MDP’s proposed draft of the merger agreement. During these discussions, MDP indicated a willingness to accept a Go-Shop Provision with a “two-tiered” MoneyGram termination fee with a 50% lower termination fee payable if the merger agreement were terminated by MoneyGram to accept an offer received during the “go-shop” period, so long as the termination fee for a termination to accept an offer received during the “go-shop” period from certain types of parties that had expressed interest prior to signing was only slightly lower than MoneyGram’s regular post-“go-shop” period termination fee.

On January 28, 2022, V&E, on behalf of MoneyGram, sent a revised draft of the merger agreement to Latham & Watkins, along with revised drafts of the equity commitment letter and limited guarantee. The draft merger agreement, among other things, (i) reinserted the Go-Shop Provision, (ii) reinserted the MTL Approval Reverse Termination Fee, (iii) removed the Expense Fee, (iv) included a buyer termination fee amount of 7.50% of MoneyGram’s equity value as of the signing of the merger agreement, (v) included a MoneyGram termination fee amount of 3.00% of MoneyGram’s equity value as of the signing of a merger agreement, except for a termination in accordance with the Go-Shop Provision, in which case the termination fee amount would equal 1.50% of MoneyGram’s equity value as of signing or, in the case of a termination for a transaction with certain types of parties that had expressed interest prior to signing, 2.75% of MoneyGram’s equity value as of signing, and (vi) generally reinserted the “burdensome condition” definition from MoneyGram’s initial draft.

On the morning of January 29, 2022, Mr. Dombalagian contacted Mr. Holmes and representatives of BofA Securities to communicate MDP’s disappointment in the merger agreement markup, particularly with respect to the reinsertion of the MTL Approval Reverse Termination Fee and the narrowing of the “burdensome condition” definition.

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On the evening of January 29, 2022, V&E, on behalf of MoneyGram, following a discussion with representatives of MoneyGram, BofA Securities and Paul Hastings, financial services regulatory counsel to MoneyGram, earlier that afternoon, sent an updated markup of the merger agreement to Latham & Watkins, reflecting minor broadening of the “burdensome condition” definition.

On the morning of January 30, 2022, representatives of MoneyGram, MDP, V&E, Latham & Watkins and Paul Hastings had a phone call to discuss certain outstanding items in the merger agreement. During this call, MDP indicated a willingness to (i) accept the reinsertion of the Go-Shop Provision, (ii) accept the reinsertion of the MTL Approval Reverse Termination Fee, but with a termination fee amount of $30 million, (iii) accept the removal of the Expense Fee, (iv) accept MoneyGram’s proposed amounts for the MoneyGram termination fee, including upon a termination in accordance with the Go-Shop Provision, and (v) propose certain compromises on the “burdensome condition” definition.

On the evening of January 30, 2022, V&E, on behalf of MoneyGram, sent a revised draft of the merger agreement, along with revised drafts of the equity commitment letters and limited guarantees, to counsel for Party D. The draft merger agreement, among other things, (i) reinserted the Go-Shop Provision, (ii) reinserted the MTL Approval Reverse Termination Fee, (iii) included a buyer termination fee amount of 7.50% of MoneyGram’s equity value as of the signing of the merger agreement and (iv) generally reinserted the “burdensome condition” definition from MoneyGram’s initial draft. Party D did not respond to the revised drafts.

On January 31, 2022, Mr. Dombalagian called Mr. Holmes to notify him that MDP would increase its proposal to $11.00 per share, subject to MoneyGram granting MDP seven days of exclusivity.

On February 1, 2022, Latham & Watkins, at the direction of MDP, sent a revised draft of the merger agreement to V&E, which, among other things, (i) generally accepted MoneyGram’s reinsertion of the Go-Shop Provision but excluded certain types of parties that had expressed interest prior to signing from the go-shop process entirely, (ii) accepted the MTL Approval Reverse Termination Fee, (iii) accepted the removal of the Expense Fee, (iv) proposed a buyer termination fee of 6.0% of MoneyGram’s equity value as of signing, other than in the case of an MTL Approval Reverse Termination Fee, in which case such fee would be $30 million, (v) accepted MoneyGram’s proposed amounts for the MoneyGram termination fee, including upon a termination in accordance with the Go-Shop Provision, and (vi) slightly broadened the scope of the “burdensome condition” definition.

On February 2, 2022, our board of directors held a special meeting, attended by members of management and representatives of BofA Securities and V&E, to discuss the status of discussions with MDP and Parties D and H. During this meeting, members of management and BofA Securities communicated to our board of directors that based on discussions with Party D the previous day, Party D was still not willing to expedite its timeline to signing a definitive agreement and there was substantial doubt that Party D would in fact make a definitive proposal at the end of that period. In light of such discussions and the fact that MDP indicated a willingness to increase its proposal to $11.00 per share if granted exclusivity, our board of directors approved granting MDP seven days of exclusivity so long as MDP accepted a Go-Shop Provision that did not exclude certain types of parties that had expressed interest prior to signing from such process. In addition, BofA Securities reviewed with our board of directors its preliminary financial analyses related to the valuation of MoneyGram, which were substantially the same as the preliminary financial analyses reviewed at the meeting of our board of directors on January 25, 2022. Also during this meeting, our board of directors, with V&E, compared the legal terms currently proposed by both MDP and Parties D and H. Our board of directors expressed general support for the terms negotiated with MDP.

Following the meeting of our board of directors on February 2, 2022, Mr. Holmes called Mr. Dombalagian to notify him that MoneyGram was willing to grant MDP seven days of exclusivity so long as MDP accepted a Go-Shop Provision that did not exclude certain types of parties that had expressed interest prior to signing from such process. Mr. Dombalagian accepted this position.

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On February 3, 2022, MoneyGram and MDP executed an exclusivity agreement, which provided that MoneyGram would negotiate exclusively with MDP until February 10, 2022.

From February 3 through February 10, 2022, MoneyGram and MDP engaged in continued discussions regarding a transaction, and V&E and Latham & Watkins exchanged several drafts of the merger agreement and related documents in an attempt to finalize acquisition terms.

On February 10, 2022, our board of directors held a special meeting, attended by members of management and representatives of BofA Securities and V&E, to discuss the latest negotiations with MDP. During this meeting, members of management and BofA Securities communicated to our board of directors that discussions with MDP remained ongoing and that both MDP and MoneyGram continued to work towards finalizing transaction terms. Our board of directors approved extending exclusivity with MDP for an additional seven days. In addition, BofA Securities again reviewed with our board of directors its preliminary financial analyses related to the valuation of MoneyGram. Following the meeting, MoneyGram and MDP executed an exclusivity agreement extension, extending the exclusivity term to February 17, 2022.

From February 10 through February 14, 2022, MoneyGram and MDP and their respective advisors continued to work to finalize the terms of the transaction documents.

On February 14, 2022, our board of directors held a special meeting, attended by members of management and representatives of BofA Securities and V&E. During the meeting, our board of directors, with V&E, reviewed the final material terms of the proposed merger agreement and related documents, which are more fully described under “The Merger Agreement.” Also at this meeting, BofA Securities reviewed with our board of directors its financial analyses of the merger consideration, which were substantially the same as the financial analyses reviewed at the meeting of our board of directors on February 10, 2022, and delivered to our board of directors an oral opinion, which was subsequently confirmed by delivery of a written opinion dated February 14, 2022, to the effect that, as of that date and based on and subject to various assumptions and limitations described in its opinion, the merger consideration to be received by holders of our Common Stock was fair, from a financial point of view, to such holders. The full text of the written opinion of BofA Securities is attached to this proxy statement as Annex B and is incorporated by reference in this proxy statement in its entirety. See also “The Merger—Opinion of MoneyGram’s Financial Advisor Regarding the Merger Consideration.” Following the presentations and discussion, the members of our board of directors present at the meeting unanimously approved and adopted the merger agreement and the merger, and unanimously resolved to recommend that MoneyGram stockholders vote to approve the merger. In connection with this board meeting, BofA Securities furnished a customary relationship disclosure memorandum to our board of directors.

On February 15, 2022, prior to the opening of trading of our Common Stock on the Nasdaq, the parties executed the merger agreement and issued a joint press release announcing the transaction.

On February 17, 2022, in accordance with the Go-Shop Provision in the merger agreement, BofA Securities, on behalf of MoneyGram, began contacting parties to gauge interest in whether any other buyer would be willing to acquire MoneyGram at a higher price than MDP. BofA Securities ultimately contacted 39 new parties, including 21 financial parties and 18 strategic parties, and 4 parties that had previously been contacted by BofA Securities in December 2021, including 3 financial parties and 1 strategic party. Of such contacted parties, two strategic parties and one private equity firm executed a confidentiality agreement, which included a customary standstill provision but did not preclude such party from making a private proposal to our board of directors at any time, and all other parties declined to pursue discussions with MoneyGram. MoneyGram granted access to an online data room to the three parties that executed confidentiality agreements. However, none of the three parties submitted an acquisition proposal.

On March 16, 2022, at 11:59 p.m. Central Time, the 30-day go-shop period ended without any party submitting a proposal to acquire MoneyGram.

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Reasons for the Merger and the Recommendation of Our Board of Directors

At a meeting of our board of directors held on February 14, 2022, our board of directors approved and adopted the Merger Agreement and the Merger. Our board of directors unanimously recommends that the stockholders of MoneyGram vote “for” the approval and adoption of the Merger Agreement and the Merger.

In the course of reaching its decision, our board of directors consulted with our senior management and our financial and legal advisors, reviewed a significant amount of information and considered a number of factors, including, among others, the following (which factors are not necessarily presented in order of relative importance), each of which our board of directors believed supported its determination and recommendation:

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In the course of reaching its decision, our board of directors also considered a number of potentially negative factors including, among others, the following:

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While our board of directors considered potentially positive and potentially negative factors, our board of directors concluded that, overall, the potentially positive factors outweighed the potentially negative factors. Accordingly, our board of directors unanimously determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are fair to and in the best interests of MoneyGram and its stockholders.

The foregoing discussion is not intended to be an exhaustive list of the information and factors considered by our board of directors in its consideration of the Merger, but is merely a summary of the material positive factors and material negative factors considered by our board of directors in that regard. In view of the complexity, number and variety of factors and the amount of information considered, our board of directors did not find it practicable to make specific assessments of, quantify, or otherwise assign relative weights to the specific factors considered in reaching its determination. In addition, in considering the factors discussed above, individual members of our board of directors may have given different weights to different factors. Based on the totality of the information presented, including discussions with, and questioning of, MoneyGram’s management and its financial and legal advisors, our board of directors collectively reached the unanimous decision to approve and adopt the Merger Agreement and the Merger in light of the factors described above and other factors that the members of our board of directors felt were appropriate.

When you consider our board of directors’ recommendation, you should be aware that certain of MoneyGram’s directors may have interests in the Merger that may be different from, or in addition to, the interests of MoneyGram’s stockholders generally. These interests are described in the section entitled “The Merger—Interests of MoneyGram’s Executive Officers and Directors in the Merger.”

This explanation of MoneyGram’s reasons for the Merger and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the section entitled “Cautionary Note Regarding Forward-Looking Statements.”

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Opinion of MoneyGram’s Financial Advisor Regarding the Merger Consideration

MoneyGram has retained BofA Securities to act as MoneyGram’s financial advisor in connection with the Merger. BofA Securities is an internationally recognized investment banking firm which is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. MoneyGram selected BofA Securities to act as MoneyGram’s financial advisor in connection with the Merger on the basis of MoneyGram’s prior retention of BofA Securities in various investment banking matters, BofA Securities’ experience in transactions similar to the Merger, its reputation in the investment community and its familiarity with MoneyGram and its business.

On February 14, 2022, BofA Securities delivered to our board of directors a written opinion dated February 14, 2022, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in its opinion, the Merger Consideration to be received by holders of our Common Stock was fair, from a financial point of view, to such holders.

The full text of BofA Securities’ written opinion, dated February 14, 2022, to our board of directors, which sets forth, among other things, the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by BofA Securities in rendering its opinion, is attached as Annex B to this proxy statement and is incorporated by reference herein in its entirety. The following summary of BofA Securities’ opinion is qualified in its entirety by reference to the full text of the opinion. BofA Securities delivered its opinion to our board of directors for the benefit and use of our board of directors (in its capacity as our board of directors) in connection with and for purposes of its evaluation of the Merger Consideration from a financial point of view. BofA Securities’ opinion does not address any terms or other aspects or implications of the Merger and no opinion or view was expressed as to the relative merits of the Merger in comparison to other strategies or transactions that might be available to MoneyGram or in which MoneyGram might engage or as to the underlying business decision of MoneyGram to proceed with or effect the Merger. BofA Securities’ opinion does not constitute a recommendation as to how any stockholder should vote or act in connection with the proposed Merger or any other matter.

In connection with its opinion, BofA Securities, among other things:

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In arriving at its opinion, BofA Securities assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with BofA Securities, and BofA Securities relied upon the assurances of the management of MoneyGram that it is not aware of any facts or circumstances that would make such information or data inaccurate or misleading in any material respect. With respect to the MoneyGram Unaudited Financial Projections, BofA Securities was advised by MoneyGram, and BofA Securities assumed, that they were reasonably prepared on bases reflecting the best then-available estimates and good faith judgments of the management of MoneyGram as to the future financial performance of MoneyGram. BofA Securities did not make and was not provided with any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of MoneyGram, nor did it make any physical inspection of the properties or assets of MoneyGram. BofA Securities did not evaluate the solvency or fair value of MoneyGram or Parent under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. BofA Securities assumed, at the direction of MoneyGram, that the Merger would be consummated in accordance with its terms, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the Merger, no delay, limitation, restriction or condition, including any divestiture requirements or amendments or modifications, would be imposed that would have an adverse effect on MoneyGram or the contemplated benefits of the Merger. BofA Securities also assumed, at the direction of MoneyGram, that the final executed Merger Agreement did not differ in any material respect from the Draft Agreement reviewed by BofA Securities.

BofA Securities expressed no view or opinion as to any terms or other aspects or implications of the Merger (other than the Merger Consideration to the extent expressly specified in its opinion), including, without limitation, the form or structure of the Merger, any related transaction or any other agreement, arrangement or understanding entered into in connection with or related to the Merger or otherwise. BofA Securities’ opinion was limited to the fairness, from a financial point of view, of the Merger Consideration to be received by the holders of our Common Stock and no opinion or view was expressed with respect to any consideration received in connection with the Merger by the holders of any class of securities, creditors or other constituencies of any party. In addition, no opinion or view was expressed with respect to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to any of the officers, directors or employees of any party to the Merger, or class of such persons, relative to the Merger Consideration or otherwise. Furthermore, no opinion or view was expressed as to the relative merits of the Merger in comparison to other strategies or transactions that might be available to MoneyGram or in which MoneyGram might engage or as to the underlying business decision of MoneyGram to proceed with or effect the Merger. BofA Securities did not express any opinion with respect to, and relied, at the direction of MoneyGram, upon the assessments of representatives of MoneyGram regarding, legal, regulatory, accounting, tax and similar matters relating to MoneyGram or the Merger (including the contemplated benefits thereof), as to which BofA Securities understood that MoneyGram had obtained such advice as MoneyGram deemed necessary from qualified professionals. In addition, BofA Securities expressed no opinion or recommendation as to how any stockholder should vote or act in connection with the Merger or any other matter.

BofA Securities’ opinion was necessarily based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to BofA Securities as of, the date of its opinion. It should be understood that subsequent developments may affect its opinion, and BofA Securities does not have any obligation to update, revise or reaffirm its opinion. The issuance of BofA Securities’ opinion was approved by a fairness opinion review committee of BofA Securities. Except as described above, MoneyGram imposed no other limitations on the investigations made or procedures followed by BofA Securities in rendering its opinion.

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The discussion set forth below in the section entitled “The Merger—MoneyGram Financial Analyses” represents a brief summary of the material financial analyses presented by BofA Securities to our board of directors in connection with its opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by BofA Securities, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by BofA Securities. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by BofA Securities.

MoneyGram Financial Analyses

Selected Publicly Traded Companies Analysis. BofA Securities reviewed publicly available financial and stock market information for MoneyGram and the following 12 selected publicly traded companies, which consisted of personal financial services companies, payment processors and financial technology (“processor and fintech”) companies and consumer finance companies.

Selected Personal Financial Services Publicly Traded Companies

Selected Processors and FinTech Publicly Traded Companies

Other Selected Consumer Finance Publicly Traded Companies

BofA Securities reviewed, among other things, enterprise values (“EVs”) of the selected publicly traded companies, calculated as their equity values based on their closing stock prices on February 11, 2022 and the number of their fully diluted shares outstanding using the treasury stock method, plus debt, preferred stock, minority interests, the after-tax value of pension and post-retirement liabilities and SERP liabilities, and less cash, short-term investments and long-term investments, as a multiple of calendar year 2022 and 2023 estimated adjusted earnings before interest, taxes, depreciations and amortization, not burdened by stock-based

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compensation expenses, special charges, one-time items and amortization of intangibles, but burdened by amortization of signing bonus payments, as applicable (“Adjusted EBITDA (Burdened)”).

The mean and median EV / calendar year 2022 estimated Adjusted EBITDA (Burdened) multiples observed for the selected personal financial services publicly traded companies were 7.0x and 6.6x, respectively. The mean and median EV / calendar year 2023 estimated Adjusted EBITDA (Burdened) multiples observed for the selected personal financial services publicly traded companies were 6.6x and 6.5x, respectively.

The mean and median EV / calendar year 2022 estimated Adjusted EBITDA (Burdened) multiples observed for the selected processor and fintech companies were 10.0x and 9.8x, respectively. The mean and median EV / calendar year 2023 estimated Adjusted EBITDA (Burdened) multiples observed for the selected processor and fintech companies were 8.6x and 8.9x, respectively.

The overall low to high calendar year 2022 and 2023 estimated Adjusted EBITDA (Burdened) multiples observed for all of the selected publicly traded companies were 6.1x to 13.2x (with a mean of 8.7x and a median of 8.3x) and 5.3x to 10.5x (with a mean of 7.8x and a median of 7.7x), respectively. Estimated financial data of the selected publicly traded companies were based on public filings and publicly available research analysts’ estimates.

Of the selected publicly traded companies, BofA Securities determined, based on its professional judgment and experience, that the market trading and valuation characteristics of the personal financial services publicly traded companies and the processor and fintech publicly traded companies were more similar to MoneyGram than the other selected publicly traded consumer finance companies and that the personal financial services publicly traded companies were more similar to MoneyGram in terms of other characteristics than the processor and fintech publicly traded companies. Accordingly, for purposes of its analysis, BofA Securities examined only the selected personal financial services companies and selected processors and fintech companies (and not the other selected consumer finance companies), affording greater weight to the personal financial services publicly traded companies, and also took into account the relative historical trading prices of the selected publicly traded companies relative to that of MoneyGram, among others. BofA Securities thus applied calendar year 2022 and 2023 EBITDA multiples of 6.0x to 8.0x and 5.5x to 7.5x, respectively, derived from the selected publicly traded companies, to MoneyGram’s calendar year 2022 and 2023 estimated Adjusted EBITDA (Burdened) of $189 million and $231 million, respectively, as set forth in the MoneyGram Unaudited Financial Projections, to calculate ranges of implied enterprise values for MoneyGram. Estimated financial data of MoneyGram were based on the MoneyGram Unaudited Financial Projections.

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BofA Securities then calculated implied equity value reference ranges per share of MoneyGram Common Stock by deducting estimated net debt of MoneyGram of $710 million as of December 31, 2021, as provided by MoneyGram’s management, from such enterprise values and dividing the result by the number of fully-diluted shares outstanding, calculated using the treasury stock method, based on information provided by MoneyGram’s management. In applying the calendar year 2022 and 2023 multiples, BofA Securities took into consideration, among other things, the observed data for the selected publicly traded companies and for MoneyGram, the historical trading prices of MoneyGram’s Common Stock and the common stocks of the selected publicly traded companies and the differences in the financial profiles of MoneyGram and the selected publicly traded companies.

This analysis indicated the following approximate implied per share of MoneyGram Common Stock equity value reference ranges for MoneyGram, as compared to the per share Merger Consideration:

No company used in this analysis is identical to MoneyGram. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies to which MoneyGram was compared.

Selected Precedent Transactions Analysis. BofA Securities reviewed, to the extent publicly available, financial information relating to the following ten selected transactions involving companies in the payments processing and money remittance businesses:

BofA Securities reviewed transaction values (“TVs”), calculated as the enterprise value implied for the target company based on the consideration payable in the selected transaction, as a multiple of the target company’s latest 12 months (“LTM”) Adjusted EBITDA (Burdened). The overall low to high TV / LTM Adjusted EBITDA (Burdened) multiples observed for the selected transactions were 3.6x to 13.8x (with a mean of 8.4x and a median of 8.3x). Based on its professional judgment and experience and after taking into consideration, among other things, the observed data for the selected precedent transactions, BofA Securities then applied a selected range of TV / LTM Adjusted EBITDA (Burdened) multiples of 7.5x to 10.5x to

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MoneyGram’s calendar year 2021 estimated Adjusted EBITDA (Burdened) of $164 million as set forth in the MoneyGram Unaudited Financial Projections, to calculate ranges of implied enterprise values for MoneyGram. Estimated financial data of the selected transactions were based on publicly available information at the time of announcement of the relevant transaction, and estimated financial data of MoneyGram were based on the MoneyGram Unaudited Financial Projections.

BofA Securities then calculated implied equity value reference ranges per share of MoneyGram Common Stock by deducting estimated net debt of MoneyGram of $710 million as of December 31, 2021, as provided by MoneyGram’s management, from such enterprise values and dividing the result by the number of fully-diluted shares outstanding, calculated using the treasury stock method, based on information provided by MoneyGram’s management.

This analysis indicated the following approximate implied per share equity value reference ranges for MoneyGram, as compared to the Merger Consideration:

No company, business or transaction used in this analysis is identical to MoneyGram or the Merger. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the acquisition or other values of the companies, business segments or transactions to which MoneyGram and the Merger were compared.

Discounted Cash Flow Analysis. BofA Securities performed a discounted cash flow analysis of MoneyGram to calculate the estimated present value of the standalone unlevered, after-tax free cash flows that MoneyGram was forecasted to generate during MoneyGram’s fiscal year 2022 through fiscal year 2026 based on the MoneyGram Unaudited Financial Projections. BofA Securities calculated terminal values for MoneyGram by applying terminal multiples ranging from 6.0x to 8.0x, based on the historical trading range for the MoneyGram stock as a multiple of the terminal year Adjusted EBITDA (Burdened). The cash flows and terminal values were then discounted to present value as of December 31, 2021 using discount rates ranging from 8.3% to 10.4%, which were based on an estimate of MoneyGram’s weighted average cost of capital. This analysis indicated the following approximate implied per share equity value reference range for MoneyGram, as compared to the Merger Consideration:

Other Factors

BofA Securities also noted certain additional factors that were not considered part of BofA Securities’ material financial analyses with respect to its opinion but were referenced for informational purposes, including, among other things, the following:

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Miscellaneous

As noted above, the discussion set forth above in the section entitled “The Merger—MoneyGram Financial Analyses” represents a brief summary of the material financial analyses presented by BofA Securities to our board of directors in connection with its opinion and is not a comprehensive description of all analyses undertaken or factors considered by BofA Securities in connection with its opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. BofA Securities believes that its analyses summarized above must be considered as a whole. BofA Securities further believes that selecting portions of its analyses and the factors considered or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying BofA Securities’ analyses and opinion. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis referred to in the summary.

In performing its analyses, BofA Securities considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of MoneyGram. The estimates of the future performance of MoneyGram in or underlying BofA Securities’ analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by BofA Securities’ analyses. These analyses were prepared solely as part of BofA Securities’ analysis of the fairness, from a financial point of view, of the Merger Consideration and were provided to our board of directors in connection with the delivery of BofA Securities’ opinion. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or acquired or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from, any particular analysis described above are inherently subject to substantial uncertainty and should not be taken to be BofA Securities’ view of the actual value of MoneyGram.

The type and amount of consideration payable in the Merger was determined through negotiations between MoneyGram and Parent, rather than by any financial advisor, and was approved by our board of directors. The decision to enter into the Merger Agreement was solely that of our board of directors. As described above, BofA Securities’ opinion and analyses were only one of many factors considered by our board of directors in its evaluation of the Merger and should not be viewed as determinative of the views of our board of directors, management or any other party with respect to the Merger or the Merger Consideration.

MoneyGram has agreed to pay BofA Securities for its services in connection with the Merger an aggregate fee that is currently estimated to be $20.2 million, approximately $1 million of which was payable upon the delivery of BofA Securities’ opinion and the remaining portion of which is contingent upon the consummation of the Merger. MoneyGram also has agreed to reimburse BofA Securities for its expenses incurred in connection with BofA Securities’ engagement and to indemnify BofA Securities, any controlling person of BofA Securities and each of their respective directors, officers, employees, agents and affiliates against specified liabilities, including liabilities under the federal securities laws. Pursuant to its engagement letter with MoneyGram, BofA Securities would be entitled to a transaction fee from MoneyGram in connection with any merger or similar acquisition transaction, irrespective of the identity of the acquirer. Such fee would generally be higher for a transaction that provides for greater merger consideration.

BofA Securities and its affiliates comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and financial advisory services and other commercial services and products to a wide range of companies, governments and individuals. In the ordinary course of their businesses, BofA Securities and its affiliates may invest on a principal basis or on behalf of customers or manage funds that invest, make or hold

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long or short positions, finance positions or trade or otherwise effect transactions in equity, debt or other securities or financial instruments (including derivatives, bank loans or other obligations) of MoneyGram, Parent and certain of their respective affiliates.

BofA Securities and its affiliates in the past have provided, currently are providing, and in the future may provide, investment banking, commercial banking and other financial services to MoneyGram and have received or in the future may receive compensation for the rendering of these services, including (i) having acted or acting as administrative agent, bookrunner, co-lead arranger for, and as a lender (including a swing line lender and a letter of credit lender) under, certain credit facilities and/or agreements of MoneyGram, (ii) having acted or acting as sole sales agent on a registered at-the-market offering for MoneyGram and as a bookrunner on a bond offering for MoneyGram and (iii) having provided or providing certain foreign exchange, treasury and trade management services and products to MoneyGram. From January 1, 2020 through December 31, 2021, BofA Securities and its affiliates derived aggregate revenues from MoneyGram of approximately $34 million.

In addition, BofA Securities and its affiliates in the past have provided, currently are providing, and in the future may provide, investment banking, commercial banking and other financial services to MDP and certain of its affiliates and portfolio companies and have received or in the future may receive compensation for the rendering of these services, including (i) having acted or acting as financial advisor to MDP and certain of its affiliates and portfolio companies in connection with certain mergers and acquisition transactions, (ii) having acted or acting as administrative agent, collateral agent, arranger, bookrunner and/or lender for MDP and certain of its affiliates and portfolio companies in connection with, among other purposes, the financing for various acquisition transactions, (iii) having acted or acting as underwriter, initial purchaser and placement agent for various equity and debt offerings undertaken by MDP and certain of its affiliates and portfolio companies and (iv) having provided or providing certain treasury and trade services and products to MDP and certain of its affiliates and portfolio companies. BofA Securities has advised us that from January 1, 2020 through December 31, 2021, BofA Securities and its affiliates derived aggregate revenues from MDP and certain of their respective affiliates of over $80 million for investment and corporate banking services.

Unaudited Financial Projections of MoneyGram

Except for a financial outlook with respect to the current fiscal quarter and year issued in connection with its ordinary course earnings announcements, MoneyGram does not usually make public detailed projections as to earnings or other results, due to, among other reasons, the unpredictability of the underlying assumptions and estimates inherent in preparing financial projections. However, the senior management of MoneyGram regularly prepares, for internal purposes, prospective financial information in connection with its ordinary course strategic planning and, in connection with the evaluation of a possible transaction, prospective financial information regarding MoneyGram’s future performance on a standalone basis for the years 2021 through 2026 (the “MoneyGram Unaudited Financial Projections”) was provided to our board of directors and BofA Securities, as the financial advisor to MoneyGram, to assist in evaluating MoneyGram’s operations and prospects and the Merger. In addition, the MoneyGram Unaudited Financial Projections were provided to MDP in connection with its evaluation of MoneyGram and its analysis of the Merger, as well as to certain other parties potentially interested in a transaction with MoneyGram. The MoneyGram Unaudited Financial Projections were prepared as of January 24, 2022 and have not been subsequently updated.

The MoneyGram Unaudited Financial Projections were not prepared with a view toward public disclosure or with a view toward complying with generally accepted accounting principles in the United States (“GAAP”), the guidelines of the SEC with respect to prospective financial information or the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information. In the view of MoneyGram’s management, this information was, based on certain growth assumptions, prepared on a reasonable basis, reflected the best available estimates and judgments at the time of its preparation, and presented, to the best of MoneyGram’s management’s knowledge and belief, the expected course of action and the expected future financial performance of MoneyGram on a standalone basis at the time of its preparation.

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However, this information is not fact and should not be relied upon as being indicative of future results, and you are cautioned not to rely on the MoneyGram Unaudited Financial Projections. The MoneyGram Unaudited Financial Projections do not reflect any impact of the Merger and do not take into account the potential consequences should the Merger fail to be consummated, and should not be viewed as accurate or continuing in those contexts.

Neither MoneyGram’s independent auditors, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for the prospective financial information. The report of the independent registered public accounting firm incorporated by reference into this proxy statement relates to the historical financial information of MoneyGram. The report does not extend to the unaudited financial projections and should not be read to do so.

In developing the MoneyGram Unaudited Financial Projections, MoneyGram’s management made numerous material assumptions with respect to MoneyGram for the periods covered by the projections, including, but not limited to, the following:

All of these assumptions involve variables making them difficult to predict, and most are beyond the control of MoneyGram. Although MoneyGram’s management believes that there was a reasonable basis for the underlying assumptions related to the MoneyGram Unaudited Financial Projections, there can be no assurance that such underlying assumptions will prove to be accurate or that the projected results will be realized, and the risk of inaccuracy increases with the length of the forecasted period.

The MoneyGram Unaudited Financial Projections are summarized in the table below.

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The estimates and assumptions underlying the MoneyGram Unaudited Financial Projections are inherently uncertain and, though considered reasonable by the management of MoneyGram as of the date of the preparation of such projections, are subject to a wide variety of significant business, economic, regulatory and competitive risks and uncertainties that are outside of the control of MoneyGram and could cause actual results to differ materially from those contained in the MoneyGram Unaudited Financial Projections, including, among other things, the matters described in the section entitled “Cautionary Note Regarding Forward-Looking Statements.” Accordingly, there can be no assurance that the projections are indicative of the future performance of MoneyGram, or that actual results will not differ materially from the results presented in the MoneyGram Unaudited Financial Projections. Inclusion of the MoneyGram Unaudited Financial Projections in this proxy statement should not be regarded as a representation by any person that the results contained in the MoneyGram Unaudited Financial Projections will be achieved. In light of the foregoing factors and the uncertainties inherent in the MoneyGram Unaudited Financial Projections, MoneyGram stockholders are cautioned not to place undue, if any, reliance on the MoneyGram Unaudited Financial Projections.

Adjusted EBITDA contained in the MoneyGram Unaudited Financial Projections summarized above is a “non-GAAP financial measure,” which is a financial performance measure that is not calculated in accordance with GAAP. The non-GAAP financial measures used in the MoneyGram Unaudited Financial Projections were relied upon by BofA Securities with the approval of MoneyGram’s management for purposes of its opinion and by our board of directors in connection with its evaluation of the Merger. The SEC rules which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure do not apply to non-GAAP financial measures included in disclosures relating to a proposed business combination, such as the Merger, if the disclosure is included in a document such as this proxy statement. In addition, reconciliations of non-GAAP financial measures were not relied upon by BofA Securities for purposes of its opinion or by our board of directors in connection with its evaluation of the Merger. Accordingly, MoneyGram has not provided a reconciliation of the financial measures included in the MoneyGram Unaudited Financial Projections to the relevant GAAP financial measures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by MoneyGram may not be comparable to similarly titled amounts used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP.

The inclusion of the MoneyGram Unaudited Financial Projections in this proxy statement should not be regarded as an indication that such projections are material information of MoneyGram or predictive of actual future results nor should it be construed as financial guidance, and it should not be relied upon as such. The MoneyGram Unaudited Financial Projections are not included in this proxy statement in order to induce any MoneyGram stockholder to vote in favor of any of the proposals at the special meeting, but have been included solely because the MoneyGram Unaudited Financial Projections were made available by management of MoneyGram to our board of directors, BofA Securities and MDP, and the MoneyGram Unaudited Financial Projections were used by BofA Securities in connection with the rendering of its fairness opinion to our board of directors and performing its related financial analyses, as described in the section entitled “The Merger—Opinion of MoneyGram’s Financial Advisor Regarding the Merger Consideration.” MoneyGram has made no representation to MDP, Parent, Merger Sub or the Guarantors, in the Merger Agreement or otherwise, concerning the MoneyGram Unaudited Financial Projections.

WE DO NOT INTEND TO REVISE THE MONEYGRAM UNAUDITED FINANCIAL PROJECTIONS TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE WHEN MADE OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING THE MONEYGRAM UNAUDITED FINANCIAL PROJECTIONS ARE NO LONGER APPROPRIATE.

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Interests of MoneyGram’s Executive Officers and Directors in the Merger

In considering the recommendation of MoneyGram’s board of directors that you vote “FOR” the proposal to approve and adopt the Merger Agreement, “FOR” the advisory, non-binding proposal relating to compensation that will be or may become payable to MoneyGram’s named executive officers in connection with the Merger and “FOR” the proposal to adjourn the special meeting to a later date, if necessary and appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the special meeting, you should be aware that MoneyGram’s directors and executive officers have interests in the Merger that may be different from, or in addition to, those of MoneyGram’s stockholders generally. MoneyGram’s board of directors was aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement and the Merger, in approving the Merger Agreement and in recommending the applicable Merger-related proposals.

The following discussion sets forth certain of these interests in the Merger of each person who has served as an executive officer or non-employee director of MoneyGram since January 1, 2021 (excluding, for the avoidance of doubt, Mr. Victor Dahir, who ceased to serve as a non-employee director upon his death on March 20, 2021).

Consideration Payable for Shares Held Pursuant to the Merger Agreement

The executive officers and directors of MoneyGram who hold Common Stock at the closing of the Merger will be eligible to receive the same Merger Consideration as the other MoneyGram stockholders with respect to each outstanding share of Common Stock held. The executive officers and directors of MoneyGram held, in the aggregate, 3,241,298 shares of Common Stock (or approximately 3.4% of all outstanding Common Stock) as of April 15, 2022, excluding shares issuable upon exercise of MoneyGram Option Awards or subject to outstanding equity awards, which are discussed below.

The table below sets forth the number of shares of our Common Stock held by the executive officers and directors of MoneyGram as of April 15, 2022 (excluding stock options and restricted stock units), and the value (based on $11.00 per share, which is equal to the Merger Consideration) they would receive for those shares upon consummation of the Merger.

MoneyGram’s executive officers and directors may continue to engage in transactions involving shares of Common Stock prior to the effective time of the Merger.

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Treatment of MoneyGram Equity-Based Awards and MoneyGram Cash Awards in the Merger

The Merger Agreement provides for the treatment set forth below with respect to the MoneyGram equity-based awards that are outstanding at the effective time of the merger.

MoneyGram Stock Options

Each MoneyGram Option Award, whether vested or unvested, will be cancelled and retired, and no cash or other consideration will be delivered in exchange thereof. All outstanding MoneyGram Option Awards are currently “out-of-the-money,” which means that, as of the date hereof, the per share exercise price applicable to each MoneyGram Option Award exceeds the market value of a share of Common Stock.

Currently, no non-employee director holds any MoneyGram Option Awards, vested or unvested, and no executive officer holds any unvested MoneyGram Option Award. The following sets forth the aggregate number of shares of Common Stock subject to vested MoneyGram Option Awards held by MoneyGram’s executive officers as of April 15, 2022.

MoneyGram Pre-2023 Time-Based RSUs and Pre-2023 Performance-Based RSUs (subject solely to time-based vesting)

Each MoneyGram Pre-2023 Time-Based RSU and each Pre-2023 Performance-Based RSU will fully vest and be cancelled in exchange for the right to receive an amount in cash (subject to any applicable withholding taxes) equal to the product of (i) the Merger Consideration ($11.00 per share), and (ii) (a) for the Pre-2023 Time-Based RSUs, the number of shares of Common Stock subject to such Pre-2023 Time-Based RSU and (b) for the Pre-2023 Performance-Based RSUs for which the performance period has been completed and performance threshold satisfied, the number of shares of Common Stock for which the applicable performance criteria was achieved.

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The following sets forth, for each of MoneyGram’s executive officers, the aggregate number of shares of Common Stock subject to outstanding Pre-2023 Time-Based RSUs and Pre-2023 Performance-Based RSUs that are now subject solely to time-based vesting, held by such executive officers as of April 15, 2022.

The following sets forth, for each of MoneyGram’s non-employee directors, the aggregate number of shares of Common Stock subject to outstanding MoneyGram Pre-2023 Time-Based RSUs, held by such non-employee directors as of April 15, 2022.

MoneyGram Pre-2023 Performance-Based RSUs

Each MoneyGram Pre-2023 Performance-Based RSU for which the performance period has not been completed will become vested as to a number of shares of Common Stock subject to such MoneyGram Pre-2023 Performance-Based RSU based on achievement of the performance criteria set forth in the applicable award agreement at the greater of target and actual level of performance achieved as of immediately prior to the effective time and will be cancelled in consideration for the right to receive an amount in cash (subject to any applicable withholding taxes) equal to the product of (i) the Merger Consideration ($11.00 per share) and (ii) the number of shares of Common Stock subject to such Pre-2023 Performance-Based RSU.

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The following sets forth, for each of MoneyGram’s executive officers, the aggregate target number of shares of Common Stock subject to outstanding MoneyGram Pre-2023 Performance-Based RSUs for which the performance criteria has not been certified, held by such executive officers as of April 15, 2022. Accordingly, the table below represents only the PSU awards granted as part of the annual 2022 long-term incentive award program.

MoneyGram Pre-2023 Performance Cash Awards

Each MoneyGram Pre-2023 Performance Cash Award will fully vest and be cancelled in exchange for the right to receive an amount in cash (subject to any applicable withholding taxes) equal to the aggregate cash amount payable pursuant to such MoneyGram Pre-2023 Performance Cash Award based on, to the extent applicable, achievement of the performance criteria set forth in the applicable award agreement at the greater of target and actual level of performance achieved as of immediately prior to the effective time.

The following sets forth, for each of MoneyGram’s executive officers, the total cash value subject to outstanding MoneyGram Pre-2023 Performance Cash Awards based on target performance, held by such executive officers as of April 15, 2022.

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Potential Awards Granted in 2023

If the closing date happens in 2023 or a subsequent year, MoneyGram may grant MoneyGram 2023 RSUs under the Company Stock Plan prior to the actual closing date, the terms of which are unknown at this time. Any MoneyGram 2023 RSU, will, unless otherwise agreed to in writing, be converted into a cash-settled long-term incentive award (a “converted award”) representing a right to receive an amount of cash, without interest, equal to the product of (i) the Merger Consideration ($11.00 per share) and (ii) the number of shares of Common Stock underlying such MoneyGram 2023 RSU (and, with respect to any such award that is subject to performance-based vesting, such number of shares of Common Stock will be based on achievement of the performance criteria set forth in the applicable award agreement at the greater of the target level and the actual level of performance achieved immediately prior to the effective time), on the same vesting terms and conditions applicable to such MoneyGram 2023 RSU immediately before the effective time. On the date, and to the extent, that the converted awards become vested, such vested converted awards shall be paid, subject to any applicable withholding taxes, as soon as practicable thereafter (but in any event, not later than the second regular payroll date thereafter). Each performance-based cash award granted on or after January 1, 2023 pursuant to the Company Stock Plan, whether vested or unvested, representing the right to receive cash payments, whether subject to performance-based vesting requirements or time-based vesting requirements, that is outstanding immediately prior to the effective time, shall continue in accordance with its terms.

Other Benefits

Retention Bonuses

In connection with the 2022 annual long-term incentive award grants, MoneyGram’s board of directors approved retention bonuses for certain of those individuals who have served as an executive officer of MoneyGram at any time since January 1, 2021. These bonuses (each, a “Retention Bonus”) are time-based cash grants which will vest at the earlier of (i) the closing date or (ii) the first anniversary of the date of grant. Such Retention Bonuses will be forfeited, in full, if the recipient’s employment terminates for any reason prior to vesting.

The value of each Retention Bonus is equal to 12.5% of the 2022 target annual long-term incentive award value for each such executive officer. Concurrent with these awards, the board of directors also approved a 12.5% increase to the total annual long-term incentive award value received by each other participant in MoneyGram’s 2022 long-term incentive award program.

The following sets forth the value of each Retention Bonus granted to certain of MoneyGram’s executive officers.

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Potential Severance Payments and Benefits in Connection with the Merger

Executive Severance Agreements

Each of MoneyGram’s executive officers, other than Mr. Holmes, whose severance provisions are included in his employment agreement, has entered into a standard severance agreement with MoneyGram.

Pursuant to Mr. Holmes’s employment agreement, if within 24-months following a change in control, Mr. Holmes’s employment is terminated by MoneyGram without “Cause” (as defined in the employment agreement and described below) or by Mr. Holmes for “Good Reason” (as defined in the employment agreement and described below), Mr. Holmes will be entitled to: immediate full vesting (at 100% of the target level, in the case of any award then subject to performance-based vesting if the termination occurs on or prior to the last day of the performance period) of each then-outstanding equity or equity-based award and long-term performance-based cash award (and any replacement, continuation or converted award) and each then-outstanding vested MoneyGram Option Award immediately following termination will remain exercisable until the earliest of (i) the expiration of the ten-year term of such option, or (ii) the six month anniversary of the date of termination. Regardless of a change in control, Mr. Holmes will be entitled to the following upon a termination by MoneyGram without Cause or by Mr. Holmes for Good Reason: (i) payment of his accrued and unpaid base salary (as defined in the employment agreement) and unpaid reimbursement of expenses; (ii) a pro-rata portion of his bonus under the MoneyGram Performance Bonus Plan (the “Performance Bonus Plan”) for the fiscal year in which the termination occurs, if cash bonuses pursuant to the Performance Bonus Plan are paid to other participants in the plan; (iii) payment in equal installments, in accordance with normal payroll practices, over the two year period following his termination of employment, of an aggregate amount equal to two times the sum of (a) his base salary, and (b) his target annual bonus; (iv) continuation of health and life insurance coverage until the earlier of (a) the two year period following the termination of employment, or (b) the date he becomes eligible to receive comparable health and life insurance coverage from a subsequent employer; and (v) all other accrued or vested amounts or benefits due to him in accordance with MoneyGram’s benefit plans, programs or policies and any bonus earned under the Performance Bonus Plan with respect to the fiscal year ending prior to the date of the termination but unpaid as of such date.

For purposes of Mr. Holmes’s employment agreement, the following terms generally have the definitions set forth below:

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The individual severance agreements entered into by the other executive officers provide for the following severance treatment with regard to a change in control. If within 24 months following a change in control and a termination of employment by MoneyGram without Cause (as defined in the severance agreement and described below) or by the executive for Good Reason (as defined in the severance agreement and described below), the executive will be entitled to: (i) a cash payment equal to the executive’s then current monthly base salary multiplied by twelve and payable in equal monthly installments over the twelve months following termination; (ii) a pro-rata portion of the executive’s bonus (up to target level) payable in a lump sum at the time other bonuses are paid, if cash bonuses pursuant to the Performance Bonus Plan are paid to participants; and (iii) immediate full vesting of each restricted stock unit award and long-term performance-based cash award (and any replacement, continuation or converted award) held by the executive on the date of termination (at 100% of the target level, in the case of any award then subject to performance-based vesting criteria if the termination occurs on or prior to the last day of the performance period).

For purposes of each severance agreement between MoneyGram and its executive officers, the following terms generally have the definitions set forth below:

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The Merger will constitute a “change in control” under Mr. Holmes’s employment agreement and each of the individual severance agreements entered into on behalf of the other executive officers, as well as for the Retention Bonuses. For the quantification of the value of the severance payments and benefits described above that would be payable to MoneyGram’s named executive officers in the event of a qualifying termination following the Merger, see the “Cash” and “Benefits” columns of the table below under “—Quantification of Payments and Benefits to MoneyGram’s Named Executive Officers.”

Indemnification and Insurance

The Merger Agreement provides that the executive officers and non-employee directors of MoneyGram and its subsidiaries will have the right to indemnification and continued coverage under directors’ and officers’ liability insurance policies for at least six years following the effective time of the Merger.

Post-Closing Compensation Arrangements with MDP

Any of MoneyGram’s executive officers or non-employee directors who become officers, directors or employees or who otherwise are retained to provide services to MDP or the surviving company following the effective time of the Merger may enter into new individualized compensation arrangements and may participate in cash or equity incentive or other benefit plans maintained by MDP. As of the date hereof, no compensation arrangements between such persons and MDP or its affiliates have been established. However, under the Merger Agreement, MDP has agreed to provide, or cause to be provided to all MoneyGram employees (who are employed at the effective time), including executive officers, during the Benefit Continuation Period (as defined below), the following: (i) base salary or wages and cash incentive compensation opportunities that are no less favorable, in each instance, to those provided to the continuing employees immediately prior to the closing, and (ii) employee benefits (other than any defined benefit pension benefits or supplemental executive retirement plan benefits) that are substantially comparable, in the aggregate, to those provided to the continuing employees immediately prior to the closing. For purposes of the above employee benefit arrangements, “Benefit Continuation Period” means the period of time from the effective time of the Merger until the first anniversary of the effective time of the Merger. During the Benefit Continuation Period, MDP has agreed to assume and honor, or cause to be assumed and honored, MoneyGram’s and its subsidiaries’ obligations under all employment, severance, and bonus agreements, for all continuing employees. For additional information, see “The Merger Agreement—Covenants and Agreements—Certain Employee Benefits Matters.”

Quantification of Payments and Benefits to MoneyGram’s Named Executive Officers

The information set forth below is required by Item 402(t) of Regulation S-K regarding compensation that is based on or otherwise relates to the Merger that MoneyGram’s named executive officers could receive in connection with the Merger. Such amounts have been calculated assuming that (i) the closing of the Merger occurs on April 15, 2022, (ii) the closing price of a share of Common Stock at the effective time of the Merger is $11.00 (which represents the fixed dollar amount received by shareholders in connection with the Merger), (iii) each of MoneyGram’s named executive officers experiences a qualifying termination immediately following the effective time of the Merger, (iv) the MoneyGram incentive awards subject to performance-based vesting, will accelerate and vest based on target performance (100%), (v) the amount of annual cash compensation for each of MoneyGram’s named executive officers will remain unchanged from the amount determined as of the date hereof, (vi) none of MoneyGram’s named executive officers receives any additional equity-based awards following the date hereof, and (vii) each of MoneyGram’s named executive officers has properly executed any

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required releases and complied with all requirements (including any applicable restrictive covenants) necessary in order to receive such payments and benefits. Some of the assumptions used in the table below are based upon information not currently available and, as a result, the actual amounts to be received by any of MoneyGram’s named executive officers may materially differ from the amounts set forth below.

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Information for Advisory Vote on Merger-Related Compensation for Our Named Executive Officers

MoneyGram is asking its stockholders to indicate their approval of the various “change of control” payments and other compensation which MoneyGram’s named executive officers will or may be eligible to receive in connection with the Merger. These payments are set forth in the table entitled “Golden Parachute Compensation” under the section of this proxy statement entitled “The Merger—Interests of MoneyGram’s Executive Officers and Directors in the Merger” and the accompanying footnotes.

Approval of this proposal is not a condition to completion of the Merger. Approval of this proposal requires an affirmative vote of a majority of the votes cast on this proposal at the special meeting, assuming a quorum is present. For additional information, see the section entitled “Non-Binding Proposal on Compensation Related to the Merger.”

MoneyGram Board of Directors and Management Following the Merger

Pursuant to the terms of the Merger Agreement, our board of directors will be replaced by the board of directors of Merger Sub, or such other individuals that Parent may designate prior to the effective time of the Merger to serve as directors of the surviving corporation, and will not hold any directorships with Merger Sub or Parent unless designated by Parent.

Following the Merger, the board of directors designated by Merger Sub will have the authority to retain or replace the existing executive officers of MoneyGram. It is expected that MoneyGram will continue to be led by Mr. Holmes, as Chief Executive Officer, and MoneyGram’s existing management team.

Indemnification and Insurance

The Merger Agreement provides that after the effective time of the Merger, Parent will cause the surviving corporation to indemnify and hold harmless, to the fullest extent provided in the certificate of incorporation and bylaws of MoneyGram in effect on the date of the Merger Agreement and permitted by applicable law, all past and present directors and officers of MoneyGram or any of its subsidiaries, referred to collectively as, the “Indemnified Parties,” with respect to acts or omissions occurring at or prior to the effective time of the Merger. In addition, for six years after the effective time of the Merger, Parent will not permit any amendments to the certificate of incorporation, bylaws or other organizational documents of MoneyGram or its subsidiaries that would adversely affect any right of a person who was or is a director or officer of MoneyGram or its subsidiaries prior to the effective time of the Merger with respect elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses under MoneyGram’s and its subsidiaries’ certificate of incorporation, bylaws or other organizational documents in effect as of the date of the Merger Agreement.

For a period of six years after the effective time of the Merger, Parent is also required to maintain or cause the surviving company to maintain directors’ and officers’ liability insurance policy (from MoneyGram’s current insurance carrier or an insurance carrier with the same or better credit rating, as of the closing date of the Merger, as MoneyGram’s current insurance carrier) that provides coverage for acts or omissions occurring prior to the effective time of the Merger with terms and conditions which are, in the aggregate, not less advantageous to the Indemnified Parties than the terms and conditions of the existing directors’ and officers’ liability insurance policy of the MoneyGram. However, at Parent’s option, in lieu of the foregoing insurance coverage, Parent or, with Parent’s consent, MoneyGram may at or prior to the effective time of the Merger substitute the insurance coverage for a single premium tail coverage with respect to such insurance that provides coverage for a period of six years after the effective time of the Merger, with terms and conditions which are, in the aggregate, not less advantageous to such Indemnified Parties than the terms and conditions of the existing directors’ and officers’ liability insurance policy of MoneyGram. However, Parent will not be required to expend, in the aggregate, an amount in excess of 300% of the annual premiums currently paid by MoneyGram for the existing directors’ and

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officers’ liability insurance policy of MoneyGram. If Parent is unable to maintain or obtain the required insurance for an amount equal to or less than such amount, Parent is required to obtain as much comparable insurance as may be available for such amount.

Regulatory Matters

U.S. Antitrust Approval

Under the HSR Act, we cannot complete the Merger until we give notification and furnish information to the Federal Trade Commission and the Antitrust Division of the Department of Justice and until the applicable waiting period expires or is terminated. On March 16, 2022, we and MDP each filed a pre-Merger notification and report form under the HSR Act. The 30-day waiting period under the HSR Act expired at 11:59 p.m. Eastern Time on April 15, 2022.

Foreign Regulatory Law Approvals

Under the Foreign Regulatory Laws, we cannot complete the Merger until we give notification and furnish information to each of the following entities, and the applicable waiting period expires or is terminated.

Money Transmitter Requirements

MoneyGram holds money transmitter licenses in numerous U.S. and foreign jurisdictions. The relevant laws and regulations of certain of these jurisdictions require that, prior to the acquisition of control of a licensee, the licensee and/or acquirer must notify the applicable regulatory authority, make certain filings with such regulatory authority, and/or obtain the approval of such regulatory authority. It is a condition to Parent’s and Merger Sub’s obligation to complete the Merger that all required money transfer approvals have been made or obtained, as applicable, and remain in full force and effect and all statutory waiting periods relating to the required money transfer approvals have expired, been terminated or satisfied, as applicable, in each case, without the imposition, individually or in the aggregate, of any burdensome condition as defined in the Merger Agreement and as further described in the section entitled “The Merger Agreement—Reasonable Best Efforts.” “Required money transfer approval” means any approval related to money transmitter licenses of MoneyGram or its subsidiaries or the money transfer change of control filings contemplated by the Merger Agreement, from (i) at least 46 U.S. states (including the District of Columbia) and the United Kingdom, Belgium, India, Canada, Australia, Turkey, Mexico and Puerto Rico and (ii) all other jurisdictions where such approvals are required to be obtained prior to the effective time of the Merger, except, in the case of each of clause (i) and (ii), for such approvals the failure of which to be obtained or made prior to the effective time of the Merger would not exceed in the aggregate for clauses (i) and (ii) 2.5% of MoneyGram’s consolidated money transfer revenues for the 12-month period ended December 31, 2021. MoneyGram and Parent are in the process of obtaining the required money transfer approvals.

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Other Regulatory Approvals

Other than as described above, neither MoneyGram nor MDP is currently aware of any material governmental approvals or actions that are required for completion of the Merger. We expect that if any such additional material governmental approvals or actions are required, those approvals or actions will be sought.

General

Under the Merger Agreement, each of the parties agreed to use reasonable best efforts to complete the Merger and to prepare all necessary applications, notices, petitions, filings, ruling requests and other documents to obtain approval from any governmental entity that is required to be obtained in connection with the Merger, including approval from U.S. antitrust authorities and financing approvals with respect to money transmitter licenses. The parties have also agreed to use reasonable best efforts to comply with all legal requirements with respect to obtaining approvals for the transactions contemplated by the Merger Agreement, defend all lawsuits or other proceedings challenging the Merger Agreement or the consummation of the Merger, seek to avoid the entry of, and the commencement of, litigation seeking the entry of, or seek to have lifted or rescinded, any injunction or restraining order which may adversely affect the ability of the parties to complete the Merger, and to resolve any objection by a governmental entity challenging the Merger Agreement or the transactions contemplated by the Merger Agreement. Neither Parent nor any of its affiliates are required to agree to or take any action that would result in a “burdensome condition” as defined in the Merger Agreement and as further described in the section entitled “The Merger Agreement—Reasonable Best Efforts.”

While we expect that all regulatory approvals will be obtained without the imposition of a burdensome condition, there is no certainty that these approvals will be obtained or obtained within the period of time contemplated by the Merger Agreement, that any such approvals would not involve the imposition of burdensome conditions or that other regulatory challenges to the Merger will not be made. If a challenge is made, we cannot predict the result. Any conditions with respect to such regulatory approvals could result in the conditions to the completion of the Merger not being satisfied.

The approval of any regulatory application or completion of regulatory review merely implies the satisfaction of certain regulatory criteria, which do not include review of the Merger from the standpoint of the adequacy of the consideration to be received by our stockholders. Further, regulatory approvals or reviews do not constitute an endorsement or recommendation of the Merger.

Appraisal Rights

Under Delaware law, holders of record of shares of our Common Stock are entitled to appraisal rights in connection with the Merger, provided that such holders meet all of the conditions set forth in Section 262 of the DGCL. If the Merger is completed, holders of record of shares of our Common Stock who continuously hold shares through the effective time of the Merger, who did not vote in favor of the proposal to approve and adopt the Merger Agreement and who otherwise comply with the applicable statutory procedures under Section 262 of the DGCL will be entitled to appraisal rights in connection with the Merger.

Pursuant to Section 262 of the DGCL, if you do not wish to accept the Merger Consideration provided for in the Merger Agreement, you have the right to seek appraisal of your shares of our Common Stock and to receive payment in cash for the fair value of your shares of our Common Stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Court of Chancery of the State of Delaware, together with interest, if any, to be paid upon the amount determined to be fair value. The “fair value” of your shares of our Common Stock as determined by the Court of Chancery of the State of Delaware may be less than, equal to or more than the $11.00 per share that you would otherwise be entitled to receive under the terms of the Merger Agreement. These rights are known as appraisal rights. Stockholders who do not vote in favor of the proposal to approve and adopt the Merger Agreement and who properly demand appraisal for their

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shares in compliance with the provisions of Section 262 of the DGCL will be entitled to such appraisal rights. Strict compliance with the statutory procedures set forth in Section 262 of the DGCL is required. Failure to follow precisely any of the statutory requirements may result in the loss or waiver of your appraisal rights.

This section is intended only as a brief summary of certain provisions of the statutory procedures that a stockholder must follow under the DGCL in order to seek and perfect appraisal rights. This summary, however, is not a complete statement of all applicable requirements and the law pertaining to appraisal rights under the DGCL, and is qualified in its entirety by reference to Section 262 of the DGCL, the full text of which appears in Annex C to this proxy statement. The following summary does not constitute any legal or other advice, nor does it constitute a recommendation that stockholders exercise their appraisal rights under Section 262 of the DGCL.

Under Section 262 of the DGCL, not less than 20 days before the special meeting at which the approval and adoption of the Merger Agreement is considered, MoneyGram is required to notify each of the holders of our Common Stock as of the record date who are entitled to appraisal rights that such rights are available for any or all of such holder’s shares of our Common Stock, and is required to include in such notice a copy of Section 262 of the DGCL. This proxy statement constitutes a formal notice of appraisal rights under Section 262 of the DGCL in connection with the Merger.

ANY HOLDER OF SHARES OF OUR COMMON STOCK WHO WISHES TO EXERCISE THEIR APPRAISAL RIGHTS, OR WHO WISHES TO PRESERVE THEIR RIGHT TO DO SO, SHOULD REVIEW THE FOLLOWING DISCUSSION AND ANNEX C CAREFULLY BECAUSE FAILURE TO TIMELY AND PROPERLY COMPLY WITH THE PROCEDURES SPECIFIED MAY RESULT IN THE LOSS OR WAIVER OF APPRAISAL RIGHTS UNDER THE DGCL. MOREOVER, BECAUSE OF THE COMPLEXITY OF THE PROCEDURES FOR EXERCISING THE RIGHT TO SEEK APPRAISAL OF SHARES OF OUR COMMON STOCK, MONEYGRAM BELIEVES THAT A STOCKHOLDER CONSIDERING THE EXERCISE OF SUCH RIGHTS SHOULD SEEK THE ADVICE OF LEGAL COUNSEL.

Stockholders wishing to exercise the right to seek appraisal of their shares of our Common Stock must fully comply with Section 262 of the DCGL, which means, among other things, all of the following:

Because a properly executed proxy that does not contain voting instructions will, unless revoked, be voted in favor of the proposal to approve and adopt the Merger Agreement, a stockholder who votes by proxy and who wishes to exercise appraisal rights should not return a blank proxy, but rather must vote against the proposal to approve and adopt the Merger Agreement, abstain or not vote his, hers or its shares.

Written Demand by the Record Holder

MoneyGram’s stockholders wishing to exercise their appraisal rights must deliver to MoneyGram a written demand for appraisal of their shares before the vote with respect to the approval and adoption of the Merger Agreement is taken at the special meeting, and such stockholders must not vote or submit a proxy in favor of the

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proposal to approve and adopt the Merger Agreement either at the special meeting or by proxy. A stockholder wishing to exercise appraisal rights must continue to hold the shares of record on the date the written demand for appraisal is made and must continue to hold the shares of record through the effective time of the Merger. The stockholder must not vote in favor of the proposal to approve and adopt the Merger Agreement. A proxy that is submitted and does not contain voting instructions will, unless revoked, be voted in favor of the proposal to approve and adopt the Merger Agreement, and it may cause a stockholder to lose or waive the stockholder’s right to appraisal and will nullify any previously delivered written demand for appraisal. Therefore, a stockholder who submits a proxy and who wishes to exercise appraisal rights must submit a proxy containing instructions to vote against the proposal to approve and adopt the Merger Agreement or abstain from voting on the proposal to approve and adopt the Merger Agreement. The written demand for appraisal must be in addition to and separate from any proxy or vote on the proposal to approve and adopt the Merger Agreement. Under Section 262 of the DGCL, neither a proxy or vote against the Merger, nor abstaining from voting or failing to vote on the proposal to approve and adopt the Merger Agreement, will in and of itself, constitute a written demand for appraisal. A stockholder’s failure to make the written demand prior to the taking of the vote on the proposal to approve and adopt the Merger Agreement at the special meeting may cause the stockholder to lose or waive his, her or its appraisal rights in connection with the Merger.

The written demand for appraisal must be executed by or for the record holder of shares, fully and correctly, as such holder’s name appears on the stock records of MoneyGram. Written demands must reasonably inform MoneyGram of the identity of the stockholder and the intention of the stockholder to demand appraisal of such stockholder’s shares of our Common Stock. The demand should set forth, fully and correctly, the stockholder’s name as it appears on the share certificate or certificates that represent such stockholder’s shares or in the book entry that represents such stockholder’s shares, as the case may be. If the shares are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, execution of the demand must be made in that capacity, and if the shares are owned of record by more than one person, such as in a joint tenancy or a tenancy in common, the demand must be executed by or for all joint owners. An authorized agent, including one of two or more joint owners, may execute the demand for appraisal for a stockholder of record. However, the agent must identify the record owner(s) and expressly disclose the fact that, in executing the demand, the agent is acting as agent for the record owner(s).

A beneficial owner of shares of our Common Stock held in “street name” who wishes to exercise appraisal rights should take such actions as may be necessary to ensure that a timely and proper demand for appraisal is made by the record holder of the shares. If the shares are held through a brokerage firm, bank or other nominee who in turn holds the shares through a central securities depository nominee, a demand for appraisal of such shares must be made by or on behalf of the depository nominee and must identify the depository nominee as the record stockholder. Any beneficial owner who wishes to exercise appraisal rights and holds shares through a nominee holder is responsible for ensuring that the demand for appraisal is timely made by the record stockholder. The beneficial holder of the shares should instruct the nominee holder that the demand for appraisal should be made by the record holder of the shares, which may be a central securities depository nominee if the shares have been so deposited.

All written demands for appraisal should be addressed to MoneyGram’s corporate secretary at:

MoneyGram International, Inc.

2828 North Harwood Street, 15^th Floor

Dallas, Texas 75201

Attention: Corporate Secretary

Notice by the Surviving Corporation

If the Merger is consummated, within 10 days after the effective time of the Merger, the surviving corporation (i.e., MoneyGram) must notify each holder of shares of Common Stock who has properly made a

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written demand for appraisal pursuant to Section 262 of the DCGL, and who has not voted in favor of the proposal to approve and adopt the Merger Agreement, that the Merger has become effective and the effective date thereof.

Filing a Petition for Appraisal

Within 120 days after the effective time of the Merger, the surviving corporation or any MoneyGram stockholder who has complied with Section 262 of the DGCL and is entitled to appraisal rights thereunder, may commence an appraisal proceeding by filing a petition in the Court of Chancery of the State of Delaware, with a copy served on MoneyGram in the case of a petition filed by a stockholder, demanding a determination of the fair value of our Common Stock held by all such stockholders entitled to appraisal. If no such petition is filed by any stockholders entitled to appraisal within that 120-day period, appraisal rights may be lost or waived for all dissenting stockholders. MoneyGram is under no obligation to, and has no present intention to, file a petition in the event there are dissenting stockholders, and stockholders should not assume that MoneyGram will file a petition or that it will initiate any negotiations with respect to the fair value of shares of our Common Stock. Accordingly, it is the obligation of MoneyGram’s stockholders to initiate all necessary action to perfect their appraisal rights in respect of the shares of our Common Stock within the period prescribed in Section 262 of the DGCL.

Within 120 days after the effective time of the Merger, any MoneyGram stockholder who has complied with the requirements for exercise of appraisal rights will be entitled, upon written request, to receive from the surviving corporation a statement setting forth the aggregate number of shares not voted in favor of the proposal to approve and adopt the Merger Agreement and with respect to which demands for appraisal have been received and the aggregate number of such dissenting stockholders. Such statement must be mailed by the surviving corporation within 10 days after the receipt of a written request from the dissenting stockholders or within 10 days after the expiration of the period for delivery of demands for appraisal, whichever is later. Notwithstanding the requirement that a demand for appraisal must be made by or on behalf of the record owner of shares, a person who is the beneficial owner of shares held either in a voting trust or by a nominee on behalf of such person, and as to which demand has been properly made and not effectively withdrawn, may, in such person’s own name, file a petition for appraisal or request from the surviving corporation the statement described in this paragraph.

Upon the filing of such petition by any such holder of shares, service of a copy thereof must be made upon the surviving corporation, which will then be obligated within 20 days after such service to file in the office of the Register in Chancery of the Court of Chancery of the State of Delaware (referred to as the “Delaware Register in Chancery”) a duly verified list (referred to as the “verified list”) containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached by the surviving corporation. Upon the filing of any such petition, the Court of Chancery of the State of Delaware may order the Delaware Register in Chancery to provide notice of the time and place fixed for the hearing on the petition by registered or certified mail to the surviving corporation and all of the stockholders shown on the verified list. Such notice will also be published in one or more publications at least one week before the day of the hearing in a newspaper of general circulation published in the City of Wilmington, Delaware, or in another publication determined by the Court of Chancery of the State of Delaware. The forms of notice by mail or publication will be approved by the Court of Chancery of the State of Delaware and the costs of these notices are borne by the surviving corporation.

After notice to the stockholders as required by the Court of Chancery of the State of Delaware, the Court of Chancery is empowered to conduct a hearing on the petition to determine those stockholders who have complied with Section 262 of the DGCL and who have become entitled to appraisal rights thereunder. The Court of Chancery may require the stockholders who demanded appraisal for their shares of our Common Stock and who hold shares represented by certificates to submit their stock certificates to the Delaware Register in Chancery for notation thereon of the pendency of the appraisal proceeding, and, if any such stockholder fails to comply with the direction, the Court of Chancery may dismiss the proceedings as to that stockholder. Even if a stockholder

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complies with the requirements of Section 262 of the DGCL, because immediately before the Merger the shares of Common Stock will be listed on a national securities exchange, the Court of Chancery shall dismiss the proceedings as to all stockholders who are otherwise entitled to appraisal rights unless (i) the total number of shares of our Common Stock entitled to appraisal exceeds 1% of the outstanding shares of our Common Stock eligible for appraisal or (ii) the value of the Merger Consideration for such total number of shares of our Common Stock entitled to appraisal exceeds $1 million.

Determination of Fair Value

After the Court of Chancery of the State of Delaware determines which stockholders are entitled to appraisal, the appraisal proceeding will be conducted in accordance with the rules of the Court of Chancery, including any rules specifically governing appraisal proceedings. Through the appraisal proceeding, the Court of Chancery will determine the fair value of the shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value (or in certain circumstances described below, on the difference between the amount determined to be the fair value and the amount paid by the surviving corporation in the Merger to each stockholder entitled to appraisal prior to the entry of judgment in the appraisal proceeding). Unless the Court of Chancery in its discretion determines otherwise for good cause shown, interest from the effective time of the Merger through the date of payment of the judgment will be compounded quarterly and will accrue at 5.0% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between effective time of the Merger and the date of payment of the judgment. Despite the foregoing, at any time before the entry of a judgment in the proceedings, the surviving corporation may pay to each stockholder entitled to appraisal an amount in cash, in which case interest will accrue thereafter as provided in the immediately preceding sentence only upon the sum of (i) the difference, if any, between the amount so paid and the fair value of the shares of our Common Stock as determined by the Court of Chancery and (ii) interest theretofore accrued, unless paid at that time. The surviving corporation is under no obligation to make such a voluntary cash payment prior to such entry of judgment.

In determining fair value, the Court of Chancery of the State of Delaware may take into account all relevant factors. In Weinberger v. UOP, Inc., the Supreme Court of Delaware discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.”

The Delaware Supreme Court stated that, in making this determination of fair value, the Court of Chancery must consider market value, asset value, the price negotiated by the parties, the unaffected stock price, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the Merger that throw any light on future prospects of the merged corporation. Section 262 of the DGCL provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the Merger [.]” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Supreme Court of Delaware also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the Merger and not the product of speculation, may be considered.” In addition, Delaware courts have decided that the statutory appraisal remedy, depending on factual circumstances, may or may not be a dissenting stockholder’s exclusive remedy.

Stockholders considering appraisal should be aware that the fair value of their shares of our Common Stock as so determined could be more than, the same as or less than the per share Merger Consideration such stockholders would otherwise be entitled to receive under the terms of the Merger if such stockholders did not seek appraisal and that an investment banking opinion as to the fairness, from a financial point of view, of the

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consideration payable in a sale transaction, such as the Merger, is not an opinion as to, and does not otherwise address, “fair value” under Section 262 of the DGCL. Although MoneyGram believes that the per share Merger Consideration is fair, we cannot make any assurances as to the outcome of the appraisal of fair value as determined by the Court of Chancery of the State of Delaware. MoneyGram does not anticipate offering more than the per share Merger Consideration to any stockholder exercising appraisal rights, and MoneyGram reserves the right to assert, in any appraisal proceeding, that for purposes of Section 262 of the DGCL, the fair value of a share of our Common Stock is less than the per share Merger Consideration.

Upon application by the surviving corporation or by any holder of shares of our Common Stock entitled to participate in the appraisal proceeding, the Court of Chancery of the State of Delaware may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the stockholders entitled to an appraisal. Any holder of shares of our Common Stock whose name appears on the verified list and, if such shares are represented by certificates and if so required, who has submitted such stockholder’s certificates of stock to the Delaware Register in Chancery, may participate fully in all proceedings until it is finally determined that such stockholder is not entitled to appraisal rights. The Court of Chancery will direct the payment of the fair value of the shares of our Common Stock, together with interest, if any, upon the amount determined to be the fair value (or, in certain circumstances described in this proxy statement, on the difference between the amount determined to be the fair value and the amount paid by the surviving corporation in the Merger to each stockholder entitled to appraisal prior to the entry of judgment in the appraisal proceeding) by the surviving corporation to the stockholders entitled thereto. Payment will be so made to each such stockholder, in the case of holders of uncertificated stock, forthwith, and, in the case of holders of shares represented by certificates, upon the surrender to the surviving corporation of such stockholder’s certificates. The Court of Chancery’s decree may be enforced as other decrees in such Court may be enforced.

The costs of the action (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Court of Chancery of the State of Delaware and taxed upon the parties as the Court of Chancery deems equitable. Upon application of a stockholder, the Court of Chancery may order all or a portion of the expenses incurred by a stockholder in connection with an appraisal proceeding, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts utilized in the appraisal proceeding, to be charged, pro rata, against the value of all the shares of our Common Stock entitled to appraisal. In the absence of such an order, each party to the appraisal proceeding bears its own expenses.

Any stockholder who has duly demanded appraisal rights for shares of our Common Stock in compliance with Section 262 of the DGCL will not, after the effective time of the Merger, be entitled to vote such shares for any purpose or be entitled to the payment of dividends or other distributions thereon, except dividends or other distributions payable to holders of record of shares of our Common Stock as of a date or time prior to the effective time of the Merger.

At any time within 60 days after the effective time of the Merger, any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party will have the right to withdraw such stockholder’s demand for appraisal and to accept the terms offered in the Merger; after this period, the stockholder may withdraw such stockholder’s demand for appraisal only with the consent of MoneyGram. No appraisal proceeding in the Court of Chancery of the State of Delaware shall be dismissed as to any stockholder without the approval of the Court of Chancery of the State of Delaware, and such approval may be conditioned upon such terms as the Court of Chancery of the State of Delaware deems just. If no petition for appraisal is filed with the Court of Chancery of the State of Delaware within 120 days after the effective time of the Merger, stockholders’ rights to appraisal shall cease and all holders of shares of our Common Stock will be entitled to receive the Merger Consideration. Inasmuch as MoneyGram has no obligation to file such a petition and has no present intention to do so, any holder of shares of our Common Stock who desires such a petition to be filed is advised to file it on a timely basis. Any stockholder may withdraw such stockholder’s demand for appraisal by delivering to MoneyGram a written withdrawal of its demand for appraisal and acceptance of the Merger Consideration, except that (a) any such attempt to withdraw made more than 60 days after the effective time of

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the Merger will require written approval of MoneyGram and (b) no appraisal proceeding in the Court of Chancery of the State of Delaware shall be dismissed as to any stockholder without the approval of the Court of Chancery of the State of Delaware and such approval may be conditioned upon such terms as the Court of Chancery of the State of Delaware deems just. Notwithstanding the foregoing, any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw such stockholder’s demand for appraisal and accept the terms offered upon the Merger within 60 days after the effective time of the Merger.

If you wish to exercise your appraisal rights, you must not vote your shares of our Common Stock in favor of the Merger and you must comply with the procedures set forth in Section 262 of the DGCL. If you fail to take any required step in connection with the exercise of appraisal rights, it may result in the termination or waiver of your appraisal rights.

The foregoing is a brief summary of the rights of MoneyGram stockholders to seek appraisal rights under Section 262 of the DGCL and does not purport to be a complete statement of the procedures to be followed by MoneyGram stockholders desiring to exercise any appraisal rights available to them and is qualified in its entirety by reference to Section 262 of the DGCL. To the extent there are any inconsistencies between the foregoing summary and Section 262, Section 262 will govern. The proper exercise of appraisal rights requires strict adherence to the applicable provisions of Section 262 of the DGCL. A copy of Section 262 of the DGCL is included as Annex C to this proxy statement.

Failure to comply strictly with all of the procedures set forth in Section 262 of the DGCL may result in the loss or waiver of a stockholder’s statutory appraisal rights. In view of the complexity of Section 262 of the DGCL, MoneyGram’s stockholders who may wish to pursue appraisal rights should consult their legal and financial advisors.

Financing of the Merger

The total amount of funds necessary to consummate the Merger and the related transactions will be funded by a combination of equity and debt financing. The Parent and Merger Sub will obtain such funding through the proceeds from one or more debt financing transactions and an equity financing. The Guarantors have committed to provide equity financing to Parent pursuant to an equity commitment letter (of which MoneyGram is a third-party beneficiary), in the aggregate amount set forth therein, subject to the terms of such equity commitment letter. The Lenders have committed to provide debt financing to Merger Sub pursuant to a debt financing commitment letter in the aggregate amount set forth therein, subject to the terms of such debt commitment letter. The aggregate funds committed to be made available to Parent and Merger Sub under the equity commitment letter and the debt commitment letter, respectively, will provide in the aggregate sufficient funds to consummate the Merger and the related transactions, including the aggregate funds needed to (i) pay our stockholders the aggregate Merger Consideration due to them under the Merger Agreement; (ii) make payments pursuant to the Merger Agreement in respect of outstanding MoneyGram LTI Awards granted under the Company Stock Plan; (iii) repay the outstanding indebtedness and other obligations of MoneyGram under its existing credit agreement and redeem its existing notes at the required redemption price; and (iv) pay fees, premiums and expenses payable by Parent and Merger Sub under the Merger Agreement and in connection with the debt financing and the repayment of MoneyGram’s existing indebtedness. The obligations of Parent and Merger Sub under the Merger Agreement are not conditioned upon obtaining the financing described above.

Debt Commitment Letter

In connection with the signing of the Merger Agreement, Merger Sub entered into a commitment letter with Goldman Sachs Bank USA, Deutsche Bank AG New York Branch, Deutsche Bank Securities Inc., Deutsche Bank AG Cayman Islands Branch, Barclays Bank PLC, Wells Fargo Bank, National Association and Wells Fargo Securities, LLC (collectively, the “debt commitment parties”) providing for a senior secured term loan

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facility in an aggregate amount up to $700,000,000 and a senior secured revolving credit facility in an aggregate amount up to $150,000,000 (the “debt commitment letter”).

In the event Merger Sub is unable to complete a private placement of a junior financing in an aggregate principal amount of $500,000,000 prior to closing of the Merger, the debt commitment parties have agreed to provide additional debt financing in the form of an unsecured senior bridge facility in an aggregate principal amount up to $500,000,000 under certain circumstances.

The commitments of the debt commitment parties under the debt commitment letter are subject to the satisfaction (or waiver by the applicable debt commitment party) of certain conditions precedent, including, without limitation:

The obligations of the debt commitment parties to provide the debt financing under the debt commitment letter will terminate at the earliest to occur of (i) the consummation of the Merger without the funding of the debt financing, (ii) 11:59 p.m., New York City time, February 22, 2023 subject to automatic extension in the event that the end date under the Merger Agreement is extended by the parties to the Merger Agreement in connection with obtaining certain required money transfer approvals, as more particularly described in the Merger Agreement, (iii) the funding of the credit facilities and (iv) the consummation of the Merger without the funding of the credit facilities.

The definitive documentation governing the debt financing has not been finalized and, accordingly, the actual terms of the debt financing may differ from those described in this proxy statement.

Equity Commitment Letter

In connection with the signing of the Merger Agreement, the Guarantors entered into a commitment letter (the “equity commitment letter”), whereby the Guarantors committed to provide equity financing of $810,000,000, subject to the terms and conditions set forth in the equity commitment letter. The proceeds from the equity financing will be used to finance a portion of the Merger Consideration and LTI Award consideration. Each Guarantor may assign all or a portion of its equity commitment to any other investor or co-investor, although no assignment of the equity commitment will relieve a Guarantor of its obligations under the equity commitment letter except to the extent such other investor actually funds the amount required under the equity commitment letter to Parent.

The commitments of the Guarantors under the equity commitment letter are subject to (i) the satisfaction or waiver by Parent of each of the conditions to Parent’s and Merger Sub’s obligations to consummate the Merger,

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as set forth in the Merger Agreement, (ii) the substantially concurrent consummation and funding of the debt financing on the terms set forth in the debt commitment letter and (iii) MoneyGram having irrevocably confirmed in a written notice delivered to Parent that, if the equity financing and debt financing are funded, the Merger will be consummated.

The obligation of the Guarantors to fund the commitments under the equity commitment letter shall, in each case, automatically and immediately terminate upon the earliest to occur of: (a) the closing of the Merger, provided that the Guarantors shall at or prior thereto have fully funded and paid their respective commitments under the equity commitment to Parent, directly or indirectly; (b) the valid termination of the Merger Agreement in accordance with its terms; (c) the assertion by MoneyGram or any of its affiliates of any claim against any Guarantor, Parent or Merger Sub relating to the equity commitment letter, the debt commitment letter, the Limited Guarantee, the Merger Agreement or any of the transactions contemplated thereby, other than any Retained Claims (as defined in, and solely to the extent permitted under and against the persons specified therein, the Limited Guarantee); or (d) the valid termination of the Guarantor’s obligations pursuant to the Limited Guarantee in accordance with its terms.

MoneyGram is entitled to enforce the terms of the equity commitment letter and to cause Parent to enforce the equity commitment letter solely prior to the termination of the Merger Agreement and in accordance with Section 8.12(b) of the Merger Agreement.

Delisting and Deregistration of the Common Stock

If the Merger is completed, our Common Stock will no longer be traded on the Nasdaq and will be deregistered under the Exchange Act and, as a result, we will no longer file periodic reports with the SEC.

Accounting Treatment

The Merger will be accounted for as a purchase business combination for financial accounting purposes.

Material United States Federal Income Tax Consequences of the Merger

The following is a summary of certain material United States federal income tax considerations applicable to our stockholders of the receipt of cash in exchange for shares of our Common Stock pursuant to the Merger. This summary is based upon the provisions of the Code, applicable United States Treasury Regulations, judicial authority and administrative rulings and practice, all as in effect on the date of this proxy statement. All of these authorities are subject to change, possibly on a retroactive basis and to differing interpretations, all of which could result in tax considerations different from those described below. This discussion assumes that the shares of our Common Stock are held as capital assets within the meaning of Section 1221 of the Code by their beneficial owners. This discussion does not address all aspects of United States federal income taxation that may be relevant to a particular stockholder in light of such stockholder’s unique investment circumstances, or to stockholders subject to special treatment under the United States federal income tax laws (for example (but not limited to), banks, insurance companies, or other financial institutions; dealers or brokers in securities or currencies; traders in securities that elect mark-to-market treatment; tax-exempt organizations, governmental agencies, instrumentalities or other governmental organizations and pension funds; retirement plans or other tax-deferred accounts; S-corporations, partnerships, or other pass-through entities; mutual funds; real estate investment trusts or regulated investment companies; personal holding companies; United States expatriates, including expatriated entities subject to Section 7874 of the Code; controlled foreign corporations, passive foreign investment companies; corporations that accumulate earnings to avoid U.S. federal income tax; “U.S. holders” (as defined below) whose functional currency is not the U.S. dollar; stockholders who hold shares of our Common Stock as part of a hedging, “straddle,” constructive sale, conversion or other risk-reduction strategy or integrated transaction; holders that own, or have owned, actually, indirectly or constructively, more than 5% of our Common Stock; grantor trusts; or stockholders who acquired their shares of our Common Stock through the

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exercise of employee stock options or other compensation arrangements or stockholders who receive cash pursuant to the exercise of appraisal rights). In addition, this discussion is general in nature and does not address any aspect of state, local, alternative minimum, estate, gift or non-United States taxation that may be applicable to a particular stockholder.

MoneyGram stockholders should consult their own tax advisors to determine the particular tax consequences to them of the receipt of cash in exchange for shares of our Common Stock pursuant to the Merger (including the application and effect of any state, local or non-United States income and other tax laws).

If a partnership (or an entity or arrangement taxable as a partnership for United States federal income tax purposes) holds shares of our Common Stock, the tax treatment of a partner generally will depend on the status of the partner and activities of the partnership. If you are a partner of a partnership holding our Common Stock, you should consult your own tax advisor as to the particular tax consequences to you of the transactions contemplated by the Merger Agreement.

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of our Common Stock that is, for U.S. federal income tax purposes, any of the following: