DALLAS and CHICAGO, Feb. 15,
2022 /PRNewswire/ -- MoneyGram International, Inc. (NASDAQ:
MGI) (the "Company"), a global leader in the evolution of digital
P2P payments, and Madison Dearborn Partners, LLC ("MDP"), a leading
private equity firm based in Chicago, today announced a definitive
agreement under which funds affiliated with MDP will acquire all
outstanding shares of MoneyGram for $11.00 per share in an all-cash transaction
valued at approximately $1.8 billion.
The purchase price represents a meaningful premium of approximately
50% to MoneyGram's unaffected closing stock price on December 14, 2021, the last trading day prior to
media speculation regarding a possible transaction.
"We are excited to enter into this transaction with MDP, which
will deliver immediate and compelling value to shareholders and
enable us to accelerate the advancement of our digital growth
strategy," said Alex Holmes,
MoneyGram Chairman and CEO. "This transaction is the culmination of
a thorough process by the MoneyGram Board to enhance shareholder
value while positioning our business for continued growth and
expansion. MoneyGram has undergone a rapid transformation over the
last several years to expand our digital capabilities and adapt to
the evolving needs of our customers. By partnering with MDP and
becoming a private company, we will have greater opportunities to
innovate and transform MoneyGram to lead the industry in
cross-border payment technology and deliver a more expansive set of
digital offerings, while leveraging our global platform for new
customers and use cases. This transaction provides exciting
opportunities for our dedicated MoneyGram team and partners, and
I'm incredibly excited about the path ahead."
"MoneyGram is a leader in cross-border payments with one of the
strongest brands and reputations in the industry, and we are
excited to partner with Alex and his leadership team as they
continue to lead MoneyGram's digital growth strategy," said
Vahe Dombalagian, a Managing
Director on MDP's Financial and Transaction Services team. "We are
looking forward to applying our substantial experience growing
digital businesses and deep payments knowledge to help MoneyGram
further strengthen its market-leading cross-border capabilities and
enhance its digital platform. Alex and his team have transformed
MoneyGram over the past few years, and we are excited to help them
execute the important work ahead to continue evolving and growing
MoneyGram's business."
Transaction Details
Under the terms of the agreement, which was unanimously approved
by the MoneyGram Board of Directors, MoneyGram shareholders will
receive $11.00 in cash for each share
of MoneyGram common stock they own. In addition, upon the closing
of the transaction MDP will be refinancing the Company's
outstanding debt, which was $799
million as of December 31,
2021.
Committed debt financing for the transaction has been provided
by Goldman Sachs & Co. LLC, Deutsche Bank Securities Inc. and
Barclays. The transaction is expected to close in the fourth
quarter of 2022, subject to customary closing conditions, including
approval by MoneyGram shareholders and receipt of regulatory
approvals, including required approvals in various jurisdictions
related to money transmitter licenses. Upon completion of the
transaction, MoneyGram will become a private company and MoneyGram
shares will no longer be listed on any public market.
The agreement includes a 30-day "go-shop" period expiring on
March 16, 2022. During this period,
the MoneyGram Board and its advisors are permitted to actively
initiate, solicit, encourage and evaluate alternative acquisition
proposals, and potentially enter into negotiations with any parties
that may offer alternative acquisition proposals. MoneyGram will
have the right to terminate the MDP agreement to enter into a
superior proposal subject to the terms and conditions of such
agreement. There can be no assurance that this "go-shop" process
will result in a superior proposal or that any other transaction
will be approved or completed. MoneyGram does not intend to
disclose developments with respect to the go-shop process unless
and until its Board of Directors determines such disclosure is
appropriate or is otherwise required.
Leadership and Headquarters
Following the close of the transaction, it is expected that
MoneyGram will continue to operate under the MoneyGram brand and be
led by Alex Holmes and the Company's
existing leadership team. MoneyGram will maintain its headquarters
in Dallas, Texas.
Fourth Quarter and Full-Year 2021 Financial Results
In light of the proposed transaction, MoneyGram has canceled its
previously announced conference call to discuss its fourth quarter
and full-year 2021 financial results, which had been scheduled for
Friday, February 25, 2022, at
9:00 a.m. ET.
Advisors
BofA Securities, Inc is serving as exclusive financial advisor
to MoneyGram, Vinson & Elkins LLP is acting as legal counsel
and Paul Hastings LLP is acting as financial services regulatory
counsel.
Goldman Sachs & Co. LLC is acting as lead financial advisor
to MDP, Deutsche Bank Securities Inc., Barclays and J.P. Morgan
Securities LLC are acting as financial advisors to MDP and Latham
& Watkins LLP, Kirkland & Ellis LLP and Covington &
Burling LLP are providing legal counsel.
About MoneyGram International, Inc.
MoneyGram International, Inc. (NASDAQ: MGI), a global leader in
the evolution of digital P2P payments, delivers innovative
financial solutions to connect the world's communities. With a
purpose-driven strategy to mobilize the movement of money, a strong
culture of fintech innovation, and leading customer-centric
capabilities, MoneyGram has grown to serve over 150 million people
in the last five years. The Company leverages its modern, mobile,
and API-driven platform and collaborates with the world's top
brands to serve consumers through its direct-to-consumer digital
channel, global retail network, and embedded finance business for
enterprise customers. MoneyGram is also a leader in pioneering
cross-border payment innovation and blockchain-enabled settlement.
For more information, please visit ir.moneygram.com, follow
@MoneyGram on social media, and explore the website and mobile app
through moneygram.com.
About Madison Dearborn Partners, LLC
Madison Dearborn Partners, LLC ("MDP") is a leading private
equity investment firm based in Chicago. Since MDP's formation in 1992, the
firm 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. For more information,
please visit www.mdcp.com.
Important Information for Stockholders
The proposed transactions will be submitted to the stockholders
of the Company for their consideration. In connection with the
proposed transaction, the Company will file a proxy statement and
other materials with the Securities and Exchange Commission (the
"SEC"). In addition, the Company may also file other relevant
documents with the SEC regarding the proposed transaction. After
the proxy statement has been cleared by the SEC, a definitive proxy
statement will be mailed to the stockholders of the Company.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY
STATEMENT(S) AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION.
Investors and security holders may obtain a free copy of the
proxy statement(s) (when available) and other documents filed with
the SEC by the Company, at the Company's website, ir.moneygram.com,
or at the SEC's website, www.sec.gov. The proxy statement(s) and
other relevant documents may also be obtained for free from the
Company by writing to MoneyGram International, Inc., 2828 North
Harwood Street, 15th Floor, Dallas,
Texas 75201, Attention: Investor Relations.
Participants in the Solicitation
The Company and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from the
stockholders of the Company in connection with the proposed
transaction. Information about the directors and executive officers
of the Company is set forth in the Proxy Statement on Schedule 14A
for the 2021 annual meeting of stockholders for the Company, which
was filed with the SEC on March 25,
2021. This document can be obtained free of charge from the
sources indicated above. Other information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
will be contained in the proxy statement and other relevant
materials to be filed with the SEC when they become available.
Forward Looking Statements
The information included herein contains forward-looking
statements which are protected as forward-looking statements under
the Private Securities Litigation Reform Act of 1995 that are not
limited to historical facts, but reflect the Company's current
beliefs, expectations or intentions regarding future events and
speak only as of the date they are made. Words such as "may,"
"might," "will," "could," "should," "would," "expect," "plan,"
"project," "intend," "anticipate," "believe," "estimate,"
"predict," "potential," "pursuant," "target," "forecast,"
"outlook," "continue," "currently," and similar expressions are
intended to identify such forward-looking statements. The
statements in this communication that are not historical statements
are forward-looking statements within the meaning of the federal
securities laws. Specific forward-looking statements include, among
others, statements regarding the expected timetable for completing
the proposed transaction, benefits of the proposed transaction,
financing of the proposed transaction, costs and other anticipated
financial impacts of the proposed transaction. Forward-looking
statements are subject to numerous risks and uncertainties that are
difficult to predict and many of which are beyond the Company's
control, which could cause actual results to differ materially from
the results expressed or implied by the statements. These risks and
uncertainties include, but are not limited to: the failure to
obtain the required votes of the Company's stockholders; the timing
to consummate the proposed transaction; the satisfaction of the
conditions to closing of the proposed transaction or the debt
financing may not be satisfied or that the closing of the proposed
transaction otherwise does not occur; the risk that a regulatory
approval that may be required to consummate the proposed
transaction is not obtained or is obtained subject to conditions
that are not anticipated or conditions that Parent is not obligated
to accept; the diversion of management time on transaction-related
issues; expectations regarding regulatory approval of the
transaction; results of litigation, settlements and investigations;
actions by third parties, including governmental agencies; global
economic conditions; adverse industry conditions; adverse credit
and equity market conditions; the loss of, or reduction in business
with, key customers; legal proceedings; the ability to effectively
identify and enter new markets; governmental regulation; the
ability to retain management and other personnel; and other
economic, business, or competitive factors.
Additional information concerning factors that could cause
actual results to differ materially from those in the
forward-looking statements is contained from time to time in the
Company's filings with the SEC. The Company's SEC filings may be
obtained by contacting the Company, through the Company's web site
at ir.moneygram.com or through the SEC's Electronic Data Gathering
and Analysis Retrieval System at www.sec.gov. The Company
undertakes no obligation to publicly update or revise any
forward-looking statement.
Contacts
MoneyGram
Sydney
Schoolfield
media@moneygram.com
Madison Dearborn Partners
Deirdre Walsh or Jake
Yanulis
Abernathy MacGregor
212-371-5999
abmacmdcp@abmac.com
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SOURCE MoneyGram