SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(RULE 13D-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )(1)
MONEYGRAM INTERNATIONAL, INC.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
60935Y109
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(CUSIP Number)
Steven M. Peck, Esq.
Weil, Gotshal & Manges LLP
100 Federal Street, 34th Floor
Boston, Massachusetts 02110
(617) 772-8300
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 25, 2008
March 28, 2008
March 31, 2008
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box.[_]
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
----------------------
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. Common Stock - 60935Y109 (Page 2 of 31)
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13D
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1. NAME OF REPORTING PERSONS
THOMAS H. LEE ADVISORS, LLC
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_|
(b)|X|
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3. SEC USE ONLY
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4. SOURCE OF FUNDS OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) |_|
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6. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
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7. SOLE VOTING POWER(1) -0-
NUMBER OF --------------------------------------------------------------
SHARES 8. SHARED VOTING POWER(1)(3) 198,000,000
BENEFICIALLY
OWNED BY --------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER(1) -0-
REPORTING
PERSON WITH --------------------------------------------------------------
10. SHARED DISPOSITIVE POWER(1) 198,000,000
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON(1)(3)
198,000,000
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|X|
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (1)(2)(3) 50.8%
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14. TYPE OF REPORTING PERSON OO
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(1)See Item 5.
(2) This percentage is calculated using a fraction, the numerator of which is
the number of shares of Common Stock into which the applicable affiliate(s) of
Thomas H. Lee Partners, L.P. could convert, and the denominator of 389,598,034
(which is calculated by adding the current number of outstanding shares of
Common Stock, 82,598,034, plus the total number of shares of Common Stock into
which all shares of Series B Stock and Series B-1 Stock (each as defined herein)
could convert within 60 days from the date hereof, which as of March 25, 2008
was 307,000,000).
(3) Holders of Series B Stock (as defined herein) will vote as a class with the
Common Stock and will have a number of votes equal to the number of shares of
Common Stock issuable if all the outstanding shares of Series B Stock were
converted plus the number of shares of Common Stock issuable if all outstanding
shares of Series B-1 Stock were converted into Series B Stock and subsequently
converted into Common Stock. Thus, the voting power of Thomas H. Lee Advisors,
LLC would be 307,000,000 votes or 78.8% of the combined voting power of the
Series B Stock and Common Stock voting together as a single class. In
calculating these percentages, this Schedule 13D assumes that all regulatory
approvals are obtained and the shares of Series B Stock and Series B-1 Stock are
entitled to full voting rights within 60 days of the date hereof. See Item 4.
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CUSIP NO. Common Stock - 60935Y109 (Page 3 of 31)
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13D
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1. NAME OF REPORTING PERSONS
THL EQUITY ADVISORS VI, LLC
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_|
(b)|X|
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3. SEC USE ONLY
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4. SOURCE OF FUNDS OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) |_|
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6. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
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7. SOLE VOTING POWER(1) -0-
NUMBER OF --------------------------------------------------------------
SHARES 8. SHARED VOTING POWER(1)(3) 196,228,415.2
BENEFICIALLY
OWNED BY --------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER(1) -0-
REPORTING
PERSON WITH --------------------------------------------------------------
10. SHARED DISPOSITIVE POWER(1) 196,228,415.2
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON(1)(3)
196,228,415.2
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|X|
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (1)(2)(3) 50.4%
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14. TYPE OF REPORTING PERSON OO
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(1) See Item 5.
(2) This percentage is calculated using a fraction, the numerator of which is
the number of shares of Common Stock into which the applicable affiliate(s) of
Thomas H. Lee Partners, L.P. could convert, and the denominator of 389,598,034
(which is calculated by adding the current number of outstanding shares of
Common Stock, 82,598,034, plus the total number of shares of Common Stock into
which all shares of Series B Stock and Series B-1 Stock (each as defined herein)
could convert within 60 days from the date hereof, which as of March 25, 2008
was 307,000,000).
(3) Holders of Series B Stock (as defined herein) will vote as a class with the
Common Stock and will have a number of votes equal to the number of shares of
Common Stock issuable if all the outstanding shares of Series B Stock were
converted plus the number of shares of Common Stock issuable if all outstanding
shares of Series B-1 Stock were converted into Series B Stock and subsequently
converted into Common Stock. Thus, the voting power of THL Equity Advisors VI,
LLC would be 301,228,415.2 votes or 78.3% of the combined voting power of the
Series B Stock and Common Stock voting together as a single class. In
calculating these percentages, this Schedule 13D assumes that all regulatory
approvals are obtained and the shares of Series B Stock and Series B-1 Stock are
entitled to full voting rights within 60 days of the date hereof. See Item 4.
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CUSIP NO. Common Stock - 60935Y109 (Page 4 of 31)
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13D
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1. NAME OF REPORTING PERSONS
THOMAS H. LEE EQUITY FUND VI, L.P.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_|
(b)|X|
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3. SEC USE ONLY
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4. SOURCE OF FUNDS OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) |_|
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6. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
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7. SOLE VOTING POWER(1) -0-
NUMBER OF --------------------------------------------------------------
SHARES 8. SHARED VOTING POWER(1)(3) 110,842,558.8
BENEFICIALLY
OWNED BY --------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER(1) -0-
REPORTING
PERSON WITH --------------------------------------------------------------
10. SHARED DISPOSITIVE POWER(1) 110,842,558.8
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON(1)(3)
110,842,558.8
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|X|
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (1)(2)(3) 28.5%
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14. TYPE OF REPORTING PERSON PN
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(1)See Item 5.
(2) This percentage is calculated using a fraction, the numerator of which is
the number of shares of Common Stock into which the applicable affiliate(s) of
Thomas H. Lee Partners, L.P. could convert, and the denominator of 389,598,034
(which is calculated by adding the current number of outstanding shares of
Common Stock, 82,598,034, plus the total number of shares of Common Stock into
which all shares of Series B Stock and Series B-1 Stock (each as defined herein)
could convert within 60 days from the date hereof, which as of March 25, 2008
was 307,000,000).
(3) Holders of Series B Stock (as defined herein) will vote as a class with the
Common Stock and will have a number of votes equal to the number of shares of
Common Stock issuable if all the outstanding shares of Series B Stock were
converted plus the number of shares of Common Stock issuable if all outstanding
shares of Series B-1 Stock were converted into Series B Stock and subsequently
converted into Common Stock. Thus, the voting power of Thomas H. Lee Equity Fund
VI, L.P. would be 219,842,558.8 votes or 56.4% of the combined voting power of
the Series B Stock and Common Stock voting together as a single class. In
calculating these percentages, this Schedule 13D assumes that all regulatory
approvals are obtained and the shares of Series B Stock and Series B-1 Stock are
entitled to full voting rights within 60 days of the date hereof. See Item 4.
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CUSIP NO. Common Stock - 60935Y109 (Page 5 of 31)
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13D
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1. NAME OF REPORTING PERSONS
THOMAS H. LEE PARALLEL FUND VI, L.P.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_|
(b)|X|
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3. SEC USE ONLY
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4. SOURCE OF FUNDS OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) |_|
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6. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
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7. SOLE VOTING POWER(1) -0-
NUMBER OF --------------------------------------------------------------
SHARES 8. SHARED VOTING POWER(1)(3) 72,348,096.4
BENEFICIALLY
OWNED BY --------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER(1) -0-
REPORTING
PERSON WITH --------------------------------------------------------------
10. SHARED DISPOSITIVE POWER(1) 72,348,096.4
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON(1)(3)
72,348,096.4
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|X|
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (1)(2)(3) 18.6%
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14. TYPE OF REPORTING PERSON PN
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(1)See Item 5.
(2) This percentage is calculated using a fraction, the numerator of which is
the number of shares of Common Stock into which the applicable affiliate(s) of
Thomas H. Lee Partners, L.P. could convert, and the denominator of 389,598,034
(which is calculated by adding the current number of outstanding shares of
Common Stock, 82,598,034, plus the total number of shares of Common Stock into
which all shares of Series B Stock and Series B-1 Stock (each as defined herein)
could convert within 60 days from the date hereof, which as of March 25, 2008
was 307,000,000).
(3) Holders of Series B Stock (as defined herein) will vote as a class with the
Common Stock and will have a number of votes equal to the number of shares of
Common Stock issuable if all the outstanding shares of Series B Stock were
converted plus the number of shares of Common Stock issuable if all outstanding
shares of Series B-1 Stock were converted into Series B Stock and subsequently
converted into Common Stock. Thus, the voting power of Thomas H. Lee Parallel
Fund VI, L.P. would be 181,348,096.4 votes or 46.6% of the combined voting power
of the Series B Stock and Common Stock voting together as a single class. In
calculating these percentages, this Schedule 13D assumes that all regulatory
approvals are obtained and the shares of Series B Stock and Series B-1 Stock are
entitled to full voting rights within 60 days of the date hereof. See Item 4.
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CUSIP NO. Common Stock - 60935Y109 (Page 6 of 31)
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13D
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1. NAME OF REPORTING PERSONS
THOMAS H. LEE PARALLEL (DT) FUND VI, L.P.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_|
(b)|X|
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3. SEC USE ONLY
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4. SOURCE OF FUNDS OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) |_|
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6. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
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7. SOLE VOTING POWER(1) -0-
NUMBER OF --------------------------------------------------------------
SHARES 8. SHARED VOTING POWER(1)(3) 12,637,760
BENEFICIALLY
OWNED BY --------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER(1) -0-
REPORTING
PERSON WITH --------------------------------------------------------------
10. SHARED DISPOSITIVE POWER(1) 12,637,760
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON(1)(3)
12,637,760
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|X|
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (1)(2)(3) 3.2%
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14. TYPE OF REPORTING PERSON PN
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(1)See Item 5.
(2) This percentage is calculated using a fraction, the numerator of which is
the number of shares of Common Stock into which the applicable affiliate(s) of
Thomas H. Lee Partners, L.P. could convert, and the denominator of 389,598,034
(which is calculated by adding the current number of outstanding shares of
Common Stock, 82,598,034, plus the total number of shares of Common Stock into
which all shares of Series B Stock and Series B-1 Stock (each as defined herein)
could convert within 60 days from the date hereof, which as of March 25, 2008
was 307,000,000).
(3) Holders of Series B Stock (as defined herein) will vote as a class with the
Common Stock and will have a number of votes equal to the number of shares of
Common Stock issuable if all the outstanding shares of Series B Stock were
converted plus the number of shares of Common Stock issuable if all outstanding
shares of Series B-1 Stock were converted into Series B Stock and subsequently
converted into Common Stock. Thus, the voting power of Thomas H. Lee Parallel
(DT) Fund, L.P. would be 121,637,760 votes or 31.2% of the combined voting power
of the Series B Stock and Common Stock voting together as a single class. In
calculating these percentages, this Schedule 13D assumes that all regulatory
approvals are obtained and the shares of Series B Stock and Series B-1 Stock are
entitled to full voting rights within 60 days of the date hereof. See Item 4.
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CUSIP NO. Common Stock - 60935Y109 (Page 7 of 31)
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13D
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1. NAME OF REPORTING PERSONS
THL EQUITY FUND VI INVESTORS (MONEYGRAM), LLC(1)
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_|
(b)|X|
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3. SEC USE ONLY
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4. SOURCE OF FUNDS OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) |_|
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6. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
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7. SOLE VOTING POWER(2) -0-
NUMBER OF --------------------------------------------------------------
SHARES 8. SHARED VOTING POWER(2)(4) 400,000
BENEFICIALLY
OWNED BY --------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER(2) -0-
REPORTING
PERSON WITH --------------------------------------------------------------
10. SHARED DISPOSITIVE POWER(2) 400,000
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON(2)(4)
400,000
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|X|
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (2)(3)(4) 0.1%
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14. TYPE OF REPORTING PERSON PN
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(1) This entity was converted from THL Equity Fund VI Investors (MoneyGram),
L.P. on April 2, 2008.
(2)See Item 5.
(3) This percentage is calculated using a fraction, the numerator of which is
the number of shares of Common Stock into which the applicable affiliate(s) of
Thomas H. Lee Partners, L.P. could convert, and the denominator of 389,598,034
(which is calculated by adding the current number of outstanding shares of
Common Stock, 82,598,034, plus the total number of shares of Common Stock into
which all shares of Series B Stock and Series B-1 Stock (each as defined herein)
could convert within 60 days from the date hereof, which as of March 25, 2008
was 307,000,000).
(4) Holders of Series B Stock (as defined herein) will vote as a class with the
Common Stock and will have a number of votes equal to the number of shares of
Common Stock issuable if all the outstanding shares of Series B Stock were
converted plus the number of shares of Common Stock issuable if all outstanding
shares of Series B-1 Stock were converted into Series B Stock and subsequently
converted into Common Stock. Thus, the voting power of THL Equity Fund VI
Investors (MoneyGram), LLC, which was converted from would be 109,400,000 votes
or 28.1% of the combined voting power of the Series B Stock and Common Stock
voting together as a single class. In calculating these percentages, this
Schedule 13D assumes that all regulatory approvals are obtained and the shares
of Series B Stock and Series B-1 Stock are entitled to full voting rights within
60 days of the date hereof. See Item 4.
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CUSIP NO. Common Stock - 60935Y109 (Page 8 of 31)
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13D
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1. NAME OF REPORTING PERSONS
THL COINVESTMENT PARTNERS, L.P.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_|
(b)|X|
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3. SEC USE ONLY
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4. SOURCE OF FUNDS OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) |_|
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6. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
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7. SOLE VOTING POWER(1) -0-
NUMBER OF --------------------------------------------------------------
SHARES 8. SHARED VOTING POWER(1)(3) 305,191.2
BENEFICIALLY
OWNED BY --------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER(1) -0-
REPORTING
PERSON WITH --------------------------------------------------------------
10. SHARED DISPOSITIVE POWER(1) 305,191.2
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON(1)(3)
305,191.2
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|X|
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (1)(2)(3) 0.1%
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14. TYPE OF REPORTING PERSON PN
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(1)See Item 5.
(2) This percentage is calculated using a fraction, the numerator of which is
the number of shares of Common Stock into which the applicable affiliate(s) of
Thomas H. Lee Partners, L.P. could convert, and the denominator of 389,598,034
(which is calculated by adding the current number of outstanding shares of
Common Stock, 82,598,034, plus the total number of shares of Common Stock into
which all shares of Series B Stock and Series B-1 Stock (each as defined herein)
could convert within 60 days from the date hereof, which as of March 25, 2008
was 307,000,000).
(3) Holders of Series B Stock (as defined herein) will vote as a class with the
Common Stock and will have a number of votes equal to the number of shares of
Common Stock issuable if all the outstanding shares of Series B Stock were
converted plus the number of shares of Common Stock issuable if all outstanding
shares of Series B-1 Stock were converted into Series B Stock and subsequently
converted into Common Stock. Thus, the voting power of THL Coinvestment
Partners, L.P. would be 109,305,191.2 votes or 28.1% of the combined voting
power of the Series B Stock and Common Stock voting together as a single class.
In calculating these percentages, this Schedule 13D assumes that all regulatory
approvals are obtained and the shares of Series B Stock and Series B-1 Stock are
entitled to full voting rights within 60 days of the date hereof. See Item 4.
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CUSIP NO. Common Stock - 60935Y109 (Page 9 of 31)
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13D
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1. NAME OF REPORTING PERSONS
THL OPERATING PARTNERS, L.P.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_|
(b)|X|
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3. SEC USE ONLY
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4. SOURCE OF FUNDS OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
--------------------------------------------------------------------------------
7. SOLE VOTING POWER(1) -0-
NUMBER OF --------------------------------------------------------------
SHARES 8. SHARED VOTING POWER(1)(3) 376,000
BENEFICIALLY
OWNED BY --------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER(1) -0-
REPORTING
PERSON WITH --------------------------------------------------------------
10. SHARED DISPOSITIVE POWER(1) 376,000
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON(1)(3)
376,000
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|X|
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (1)(2)(3) 0.1%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON PN
--------------------------------------------------------------------------------
(1)See Item 5.
(2) This percentage is calculated using a fraction, the numerator of which is
the number of shares of Common Stock into which the applicable affiliate(s) of
Thomas H. Lee Partners, L.P. could convert, and the denominator of 389,598,034
(which is calculated by adding the current number of outstanding shares of
Common Stock, 82,598,034, plus the total number of shares of Common Stock into
which all shares of Series B Stock and Series B-1 Stock (each as defined herein)
could convert within 60 days from the date hereof, which as of March 25, 2008
was 307,000,000).
(3) Holders of Series B Stock (as defined herein) will vote as a class with the
Common Stock and will have a number of votes equal to the number of shares of
Common Stock issuable if all the outstanding shares of Series B Stock were
converted plus the number of shares of Common Stock issuable if all outstanding
shares of Series B-1 Stock were converted into Series B Stock and subsequently
converted into Common Stock. Thus, the voting power of THL Operating Partners,
L.P. would be 109,376,000 votes or 28.1% of the combined voting power of the
Series B Stock and Common Stock voting together as a single class. In
calculating these percentages, this Schedule 13D assumes that all regulatory
approvals are obtained and the shares of Series B Stock and Series B-1 Stock are
entitled to full voting rights within 60 days of the date hereof. See Item 4.
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CUSIP NO. Common Stock - 60935Y109 (Page 10 of 31)
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13D
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1. NAME OF REPORTING PERSONS
PUTNAM INVESTMENTS HOLDINGS, LLC
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|X|
(b)|_|
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS OO
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
--------------------------------------------------------------------------------
7. SOLE VOTING POWER(1) -0-
NUMBER OF --------------------------------------------------------------
SHARES 8. SHARED VOTING POWER(1)(3) 545,090.8
BENEFICIALLY
OWNED BY --------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER(1) -0-
REPORTING
PERSON WITH --------------------------------------------------------------
10. SHARED DISPOSITIVE POWER(1) 545,090.8
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON(1)(3)
545,090.8
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|X|
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (1)(2)(3) 0.1%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON OO
--------------------------------------------------------------------------------
(1)See Item 5.
(2) This percentage is calculated using a fraction, the numerator of which is
the number of shares of Common Stock into which the applicable affiliate(s) of
Thomas H. Lee Partners, L.P. could convert, and the denominator of 389,598,034
(which is calculated by adding the current number of outstanding shares of
Common Stock, 82,598,034, plus the total number of shares of Common Stock into
which all shares of Series B Stock and Series B-1 Stock (each as defined herein)
could convert within 60 days from the date hereof, which as of March 25, 2008
was 307,000,000).
(3) Holders of Series B Stock (as defined herein) will vote as a class with the
Common Stock and will have a number of votes equal to the number of shares of
Common Stock issuable if all the outstanding shares of Series B Stock were
converted plus the number of shares of Common Stock issuable if all outstanding
shares of Series B-1 Stock were converted into Series B Stock and subsequently
converted into Common Stock. Thus, the voting power of Putnam Investments
Holdings, LLC would be 109,545,090.8 votes or 28.1% of the combined voting power
of the Series B Stock and Common Stock voting together as a single class. In
calculating these percentages, this Schedule 13D assumes that all regulatory
approvals are obtained and the shares of Series B Stock and Series B-1 Stock are
entitled to full voting rights within 60 days of the date hereof. See Item 4.
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CUSIP NO. Common Stock - 60935Y109 (Page 11 of 31)
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13D
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1. NAME OF REPORTING PERSONS
GREAT-WEST INVESTORS L.P.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_|
(b)|X|
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS OO
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
--------------------------------------------------------------------------------
7. SOLE VOTING POWER(1) -0-
NUMBER OF --------------------------------------------------------------
SHARES 8. SHARED VOTING POWER(1)(3) 1,090,393.6
BENEFICIALLY
OWNED BY --------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER(1) -0-
REPORTING
PERSON WITH --------------------------------------------------------------
10. SHARED DISPOSITIVE POWER(1) 1,090,393.6
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON(1)(3)
1,090,393.6
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|X|
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (1)(2)(3) 0.3%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON PN
--------------------------------------------------------------------------------
(1)See Item 5.
(2) This percentage is calculated using a fraction, the numerator of which is
the number of shares of Common Stock into which the applicable affiliate(s) of
Thomas H. Lee Partners, L.P. could convert, and the denominator of 389,598,034
(which is calculated by adding the current number of outstanding shares of
Common Stock, 82,598,034, plus the total number of shares of Common Stock into
which all shares of Series B Stock and Series B-1 Stock (each as defined herein)
could convert within 60 days from the date hereof, which as of March 25, 2008
was 307,000,000).
(3) Holders of Series B Stock (as defined herein) will vote as a class with the
Common Stock and will have a number of votes equal to the number of shares of
Common Stock issuable if all the outstanding shares of Series B Stock were
converted plus the number of shares of Common Stock issuable if all outstanding
shares of Series B-1 Stock were converted into Series B Stock and subsequently
converted into Common Stock. Thus, the voting power of Great-West Investors L.P.
would be 110,090,393.6 votes or 28.3% of the combined voting power of the Series
B Stock and Common Stock voting together as a single class. In calculating these
percentages, this Schedule 13D assumes that all regulatory approvals are
obtained and the shares of Series B Stock and Series B-1 Stock are entitled to
full voting rights within 60 days of the date hereof. See Item 4.
--------------------------------------------------------------------------------
CUSIP NO. Common Stock - 60935Y109 (Page 12 of 31)
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13D
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
PUTNAM INVESTMENTS EMPLOYEES' SECURITIES COMPANY III LLC
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_|
(b)|X|
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS OO
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
--------------------------------------------------------------------------------
7. SOLE VOTING POWER(1) -0-
NUMBER OF --------------------------------------------------------------
SHARES 8. SHARED VOTING POWER(1)(3) 545,090.8
BENEFICIALLY
OWNED BY --------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER(1) -0-
REPORTING
PERSON WITH --------------------------------------------------------------
10. SHARED DISPOSITIVE POWER(1)(3) 545,090.8
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON(1)
545,090.8
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|X|
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (1)(2)(3) 0.1%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON OO
--------------------------------------------------------------------------------
(1)See Item 5.
(2) This percentage is calculated using a fraction, the numerator of which is
the number of shares of Common Stock into which the applicable affiliate(s) of
Thomas H. Lee Partners, L.P. could convert, and the denominator of 389,598,034
(which is calculated by adding the current number of outstanding shares of
Common Stock, 82,598,034, plus the total number of shares of Common Stock into
which all shares of Series B Stock and Series B-1 Stock (each as defined herein)
could convert within 60 days from the date hereof, which as of March 25, 2008
was 307,000,000).
(3) Holders of Series B Stock (as defined herein) will vote as a class with the
Common Stock and will have a number of votes equal to the number of shares of
Common Stock issuable if all the outstanding shares of Series B Stock were
converted plus the number of shares of Common Stock issuable if all outstanding
shares of Series B-1 Stock were converted into Series B Stock and subsequently
converted into Common Stock. Thus, the voting power of Putnam Investments
Employees' Securities Company III LLC would be 109,545,090.8 votes or 28.1% of
the combined voting power of the Series B Stock and Common Stock voting together
as a single class. In calculating these percentages, this Schedule 13D assumes
that all regulatory approvals are obtained and the shares of Series B Stock and
Series B-1 Stock are entitled to full voting rights within 60 days of the date
hereof. See Item 4.
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D ("Schedule 13D") is being filed jointly on behalf
of the Reporting Persons (as defined below in Item 2) with respect to the shares
of common stock ("Common Stock"), par value $0.01 per share, of MoneyGram
International, Inc., a Delaware corporation (the "Issuer" or the "Company"). The
Issuer's principal executive offices are located at 1500 Utica Avenue South,
Suite 100, Minneapolis, Minnesota 55416.
The Reporting Persons currently hold Series B Participating Convertible
Preferred Stock, par value $0.01 per share (the "Series B Stock"). Goldman Sachs
(as defined below in Item 2) currently holds Series B-1 Participating
Convertible Preferred Stock, par value $0.01 per share (the "Series B-1 Stock").
Each of Silver Point Capital, L.P. ("Silver Point Capital") and Silver Point
Capital Offshore Fund, Ltd. ("Silver Point Offshore," together with Silver Point
Capital, "Silver Point") holds Series B Stock. Each share of Series B Stock is
convertible at any time after the Voting Date (as defined below in Item 4), and
with certain restrictions before the Voting Date, into a certain number of
shares of Common Stock, with the precise number determined by a formula in the
Series B Stock Certificate of Designations Preferences and Rights, attached
hereto at Exhibit 7.12 (the "Series B Certificate"), so the Reporting Persons
may be deemed to beneficially own the shares of Common Stock into which the
shares of Series B Stock are convertible. Each Series B-1 Stock is convertible
at any time into a certain number of shares of Series D Participating
Convertible Preferred Stock, par value $0.01 per share (the "Series D Stock"), a
Common Stock equivalent non-voting stock, with the precise number determined by
a formula in the Series B-1 Stock Certificate of Designations Preferences and
Rights, attached hereto at Exhibit 7.13 (the "Series B-1 Certificate"). The
Series D Stock is convertible, subject to certain limitations set forth in the
Certificate of Designations Preferences and Rights, attached hereto at Exhibit
7.14 (the "Series D Certificate"), into Common Stock. Each share of Series B-1
Stock is convertible into one share of Series B Stock by any holder other than
Goldman Sachs and its affiliates. The holders of Series B Stock are entitled to
the number of votes equal to the number of shares of Common Stock into which the
Series B Stock and the Series B-1 Stock can be converted, as described above.
Consequently, if the Reporting Persons are determined to be members of a "group"
with Goldman Sachs or Silver Point as discussed in Item 2 below, the Reporting
Persons may be deemed to beneficially own the shares of Common Stock deemed to
be owned by Goldman Sachs or Silver Point.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(b)
This Schedule 13D is being filed jointly on behalf of the following persons
(collectively, the "Reporting Persons"): (1) THL Equity Advisors VI, LLC, a
Delaware limited partnership ("Advisors VI"); (2) Thomas H. Lee Advisors, LLC
("THL Advisors"); (3) Thomas H. Lee Equity Fund VI, L.P., a Delaware limited
partnership ("Equity Fund"); (4) Thomas H. Lee Parallel Fund VI, L.P., a
13
Delaware limited partnership ("Parallel Fund"); (5) Thomas H. Lee Parallel (DT)
Fund VI, L.P., a Delaware limited partnership ("DT Fund," and together with
Equity Fund and Parallel Fund, the "Funds"); (6) THL Equity Fund VI Investors
(MoneyGram), LLC (which entity was converted from THL Equity Fund VI Investors
(MoneyGram), L.P. on April 2, 2008, "Fund VI (MG)"), (7) THL Coinvestment
Partners, L.P., a Delaware limited partnership ("Coinvestment Fund"); (8) THL
Operating Partners, L.P., a Delaware limited partnership ("Operating Partners");
(9) Great-West Investors L.P., a Delaware limited partnership ("Great-West");
(10) Putnam Investments Employees' Securities Company III LLC, a Delaware
limited liability company ("Putnam," and together with Fund VI (MG),
Coinvestment Fund, Operating Partners and Great-West, the "THL Coinvest
Entities")); and (11) Putnam Investments Holdings, LLC ("Putnam Holdings"). The
Funds and the THL Coinvest Entities are all direct holders of the Series B
Stock, and are herein referred to as "THL." It is the understanding of the
Reporting Persons that Goldman Sachs and Silver Point will each be filing a
separate Schedule 13D pursuant to Rule 13d-1(k)(2) (the "Goldman Sachs Schedule
13D" and the "Silver Point Schedule 13D," as applicable).
The principal business address and principal office of the Reporting Persons
other than Putnam, Putnam Holdings, or Great-West is c/o Thomas H. Lee Partners,
L.P., 100 Federal Street, Boston, Massachusetts 02110. The principal business
address and principal office of Putnam Holdings, Putnam and Great-West is One
Post Office Square, Boston, Massachusetts 02109.
The Reporting Persons may be deemed to be a member of a "group," within the
meaning of Section 13(d)(3) of the Exchange Act, with affiliates of Goldman,
Sachs & Co., including GS Capital Partners VI Fund, L.P., GS Capital Partners VI
Offshore Fund, L.P., GS Capital Partners VI GmbH & Co. KG, GS Capital Partners
VI Parallel, L.P., GSMP V Onshore US, Ltd., GSMP V Offshore US, Ltd., GSMP V
Institutional US, Ltd. (collectively, the "GS Investors"), and The Goldman Sachs
Group, Inc. ("GS Group", and together with the GS Investors, "Goldman Sachs"),
and may be deemed to beneficially own the Common Stock deemed to be owned or
able to be acquired within 60 days by Goldman Sachs. While owned by Goldman
Sachs, the Series B-1 Stock and Series D Stock is a non-voting stock and cannot
be converted into Common Stock. The principal business and principal office of
Goldman Sachs is located at 85 Broad Street, New York, New York 10004.
The Reporting Persons may be deemed to be a member of a "group," within the
meaning of Section 13(d)(3) of the Exchange Act, with Silver Point, and may be
deemed to beneficially own the Common Stock deemed to be owned or able to be
acquired within 60 days by Silver Point. The principal business and principal
office of Silver Point is located at Two Greenwich Plaza, 1st Floor, Greenwich,
Connecticut 06830-6353.
(c)
Each of the THL Coinvest Entities is principally engaged in the business of
investment in securities. Great-West and Putnam are principally engaged in the
business of investment management. Advisors VI is principally engaged in the
14
business of serving as a general partner of Equity Fund, Parallel Fund DT Fund
and Fund VI (MG), among other limited partnerships. THL Advisors is principally
engaged in the business of serving as a general partner of funds investing in
securities.
Each of GS Capital Partners VI Fund, L.P., GS Capital Partners VI Offshore Fund,
L.P., GS Capital Partners VI GmbH & Co. KG, and GS Capital Partners VI Parallel,
L.P., is principally engaged in investing in equity, equity-related and similar
securities or instruments, including debt or other securities or instruments
with equity-like returns or an equity component. Each of GSMP V Onshore US,
Ltd., GSMP V Offshore US, Ltd., and GSMP V Institutional US, Ltd. is principally
engaged in investing in fixed income securities, equity and equity-related
securities, primarily acquired or issued in leveraged acquisitions,
reorganizations and other private equity transactions and in other financial
instruments. GS Group is a leading investment banking organization.
Silver Point Capital and Silver Point Offshore are principally engaged in the
business of investment in securities.
(d)-(e)
During the last five years, none of the Reporting Persons, have been (1)
convicted in a criminal proceeding (excluding traffic violations and other
similar misdemeanors) or (2) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
The Reporting Persons have entered into a Joint Filing Agreement, dated April 4,
2008, a copy of which is attached as Exhibit 1 hereto.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As more fully described herein, on March 25, 2008 (the "Closing Date"), the
Funds, together with the GS Investors, paid an aggregate purchase price of
$760,000,000 to acquire the Series B Stock set forth on the cover pages of this
Schedule 13D and the Series B-1 acquired by the GS Investors (the
"Transaction"), in each case, pursuant to that certain Amended and Restated
Purchase Agreement, dated as of March 17, 2008, among the Issuer and the several
investors party thereto (the "Purchase Agreement") attached hereto as Exhibit
7.01 and incorporated by reference. On March 28, 2008 Silver Point purchased
10,000 shares of Series B Stock from the Funds for a purchase price of $1,000
per share, as described in the Letter Agreement between Silver Point and the
Funds ("Silver Point Letter Agreement"), dated as of March 28, 2008, and
attached hereto as Exhibit 7.04 and incorporated by reference. On March 31,
2008, the THL Coinvest Entities purchased, in the aggregate, 5,428.962 shares of
Series B Stock from Parallel Fund and DT Fund. Each of Silver Point and the THL
Coinvest Entities executed joinders to the Shareholders Agreement and
15
Registration Rights Agreement (each as defined and described below in Item 6)
which joinders are attached hereto at Exhibits 7.05 through 7.08, as applicable.
The THL Coinvest Entities also executed an Assignment and Joinder Agreement to
the Purchase Agreement (as defined and described below in Item 6), attached
hereto at Exhibit 7.09. Hereinafter, THL, the GS Investors, and Silver Point may
be referred to as the "Investors."
The funds used by the Reporting Persons to pay such purchase price amounts were
obtained from the respective Reporting Persons' equity partners (or as
applicable, members) pursuant to commitments made by such partners (or members)
to the Reporting Persons for the purpose of making investments in securities.
ITEM 4. PURPOSE OF TRANSACTION.
The Investors acquired the Series B Stock and Series B-1 Stock for investment
purposes, which purposes include acquiring control of the Company.
On March 25, 2008, the Company issued a press release stating that the
transaction (the "Transaction") contemplated by the Purchase Agreement had
closed. The purpose of the Transaction was to support the long-term needs of the
Company and to provide necessary capital due to investment portfolio losses. The
Purchase Agreement and the Transaction did or may result in one or more of the
actions specified in clauses (a)-(j) of Item 4 of Schedule 13D, including the
acquisition or disposition of additional securities of the Company, a change to
the present Board of Directors (the "Board") of the Company or a change to the
present capitalization or dividend policy of the Company, as briefly described
below.
The Transaction consisted of the sale to the Funds and the GS Investors in a
private placement of 495,000 shares of Series B Stock and 265,000 shares of
Series B-1 Stock for an aggregate purchase price of $760,000,000, which shares
in aggregate are convertible into approximately 78.0% of the common equity of
the Company at an initial conversion price of $2.50 per share as described
below. In connection with the Transaction, the Company issued the GS Group, as
directed by Goldman, Sachs & Co., on behalf of the Funds and certain of the GS
Investors, an investment banking advisory fee equal to $7,500,000 in the form of
7,500 shares of Series B-1 Stock, which fee was payable by the Funds and certain
of the GS Investors pursuant to an engagement letter, dated as of March 25,
2008, between such parties and GS Group. The engagement letter was effective
upon the closing of the Transaction, and the Company agreed to assume the
obligations of the Funds and such GS Investors arising from the engagement
letter pursuant to an assumption agreement dated as of March 25, 2008.
The Series B Stock held by THL and Silver Point is convertible at any time after
the Voting Date, and with certain restrictions before the Voting Date (as
described in Section 7(a)(iii) of the Series B Certificate) into shares of
Common Stock at an initial conversion price of $2.50 (subject to anti-dilution
rights), and the Series B-1 Stock held by Goldman Sachs is convertible into
shares of Series D Stock (a common equivalent stock which is, subject to certain
16
limitations, convertible into Common Stock), giving the Investors and GS Group
an initial equity interest convertible into approximately 78.8% of the common
equity of the Company. Dividends payable on Series B Stock and Series B-1 Stock
are expected to be accrued and not be paid in cash for at least five years.
Because the conversion ratio for the shares in the Series B Certificate and
Series B-1 Certificate provides for a formula which incorporates the amount of
unpaid dividends, the accrual of such unpaid dividends will increase the
ownership interest of the Investors and GS Group and dilute the interests of the
common stockholders. Over a five year period, assuming outstanding Common Stock
remains 82,598,034, it is expected the ownership interest of the Investors and
GS Group will increase to approximately 87%.
The Series B Stock will initially have voting rights equivalent to 9.9% of the
outstanding Common Stock on a fully converted basis. Upon receipt of all
regulatory approvals, or upon receipt of notification from THL on or after June
15, 2008, the holders of the Series B Stock would attain full voting rights. As
stated in the Series B Certificate and Series B-1 Certificate attached hereto at
Exhibits 7.11 and 7.12, respectively, until the Voting Date (which date is the
earlier of (i) the day when all regulatory approvals necessary for the Reporting
Persons to have voting rights with respective to all of the Series B Stock, and
(ii) on or after June 15, 2008, upon the request of the Reporting Persons,
provided, however, that if a vote (or action by written consent) of the
stockholders of the Company on any matter is required by law to occur prior to
the earlier of such dates, then the Voting Date shall occur no later than
immediately prior to such record date) and also at such time the Company fails
to pay the redemption price for the Series B Stock or Series B-1 Stock that the
holders have requested be redeemed pursuant to the terms of the Series B
Certificate and Series B-1 Certificate, the Company is prohibited from taking
certain actions without approval. The restrictions in the Series B Certificate
pertain to decisions by the Company regarding bankruptcy, liquidation or
dissolution, the Board, executive officers, dividends on or buy-backs of junior
shares or the Common Stock, taking on debt or making loans, investments,
acquisitions or dispositions, and the annual budget.
The Series B-1 Stock held by Goldman Sachs or its affiliates is non-voting
except for the right of Goldman Sachs to vote on specific actions described in
the Series B-1 Certificate. The holders of the Series B Stock will vote as a
class with the Common Stock and will have a number of votes equal to the number
of shares of Common Stock issuable if all the outstanding shares of Series B
Stock were converted plus the number of shares of Common Stock issuable if all
outstanding shares of Series B-1 Stock were converted into Series B Stock and
subsequently converted into Common Stock (such number of votes, the "Series B
Voting Power"). While held by Goldman Sachs, the Series B-1 Stock is convertible
at the option of the holder into a certain number of shares of Series D Stock, a
non-voting Common Stock-equivalent. The shares of Series B-1 Preferred Stock are
convertible into an equal number of shares of Series B Preferred Stock by any
holder other than Goldman Sachs and its affiliates.
As of the Closing Date, the Investors appointed two members and two non-voting
observers to the Company's Board and the size of the Board was reduced to six
members, of which three members are independent. Upon the earlier of (x) written
17
notification by the Funds, in each of the Funds' sole discretion, to the Company
and (y) the Voting Date, the Investors shall lose their right to have the Board
observers attend meetings of the Board (except that in certain circumstances,
the GS Investors will have the right to appoint at least one non-voting Board
observer) and instead shall be entitled to nominate and cause the Company to
appoint such additional Board representatives to the Board as shall provide the
Investors with that number of directors as is proportionate to Investors' Common
Stock ownership, calculated on a fully as-converted basis (assuming all shares
of Series B-1 Stock were converted into Series B Stock and all Series B Stock
was converted into Common Stock).
The Purchase Agreement provides that as promptly as practicable following the
Closing Date, the Company will hold a meeting of its stockholders to seek
approval of an amendment to the certificate of incorporation of the Company (the
"Charter"), which will provide that as long as the Investors shall have a right
to designate Board Representatives following the Voting Date, the GS Investors
shall have the right to designate one Board Representative (who shall have one
vote), and THL (or its permitted successors or assigns) shall have the right to
designate two to four Board Representatives, which Board Representatives shall
be authorized to vote (with each such THL Board Representative having equal
votes) on all matters occasioning action by the Board such number of votes equal
to the number of directors that the Investors would be entitled to designate on
the as-converted basis mentioned above, minus the one vote of the Board
Representative designated by the GS Investors. The amended Charter must also
provide that each member of the Board shall be elected annually for a one year
term, and shall increase the number of authorized shares of Common Stock to
1,300,000,000 shares. The Purchase Agreement provides that following the Closing
Date, for so long as shareholders who are unaffiliated with the Investors
beneficially own at least 5% of the outstanding Common Stock, on a fully diluted
basis, there shall be at least three independent directors serving on the Board.
The Series B Stock and the Series B-1 Stock will pay a cash dividend of 10% or,
at the Company's option, it may accrue dividends at a rate of 12.5% in lieu of
paying a cash dividend. Dividends may be accrued for up to five years from the
date of the Transaction. After five years, if the Company is unable to pay the
dividends in cash, dividends will accrue at a rate of 15%. At this time, the
Company expects that dividends will be accrued and not paid in cash for at least
five years. The Series B Stock participates in dividends with the Common Stock
on an as-converted basis. The Series B Stock may be redeemed at the option of
the Company if, after five years from the date of the Transaction, the Common
Stock trades above $15.00 per share, subject to adjustment, for a period of
thirty consecutive trading days. The Series B Stock will be redeemable at the
option of the Investors after ten years and upon a change in control.
The investment strategy of the Company may change due to the Transaction. The
Company commenced a plan in January 2008 to realign its investment portfolio
away from asset-backed securities and into highly liquid assets through the sale
of a substantial portion of the investment portfolio. It is expected that the
18
realigned portfolio will consist primarily of cash equivalents, government and
government agency securities.
In addition, on March 17, 2008, in connection with entering into the Purchase
Agreement, the Company and Wells Fargo Bank, N.A., as Rights Agent, entered into
the Second Amendment to the Rights Agreement (the "Rights Agreement Amendment").
The Rights Agreement Amendment modifies the Company's Rights Agreement, dated as
of June 30, 2004 (the "Rights Agreement"), to provide, among other things, that
the issuance of rights under the Rights Agreement will not be triggered solely
by virtue of the approval, execution or delivery of the Purchase Agreement or
the Transaction.
The description of the Purchase Agreement in this Schedule 13D does not purport
to be complete, and is qualified in its entirety by reference to such agreement,
which is included as Exhibit 7.01 hereto and incorporated by reference herein.
Each of the Reporting Persons reserves the right, in light of its ongoing
evaluation of the Issuer's financial condition, business, operations and
prospects, the market price of the Common Stock, conditions in the securities
markets generally, general economic and industry conditions, its business
objectives and other relevant factors, to change its plans and intentions at any
time, as it deems appropriate. In particular, any one or more of the Reporting
Persons (and their respective affiliates) reserves the right, in each case
subject to the terms and conditions of the Purchase Agreement, the Series B
Certificate and any applicable law, to (i) purchase additional shares of Common
Stock or other securities of the Issuer, (ii) sell or transfer shares of the
Series B Stock or Common Stock or other securities beneficially owned by them
from time to time in public or private transactions, (iii) cause any of the
Reporting Persons to distribute in kind to their respective partners or members,
as the case may be, shares of Series B Stock or Common Stock or other securities
owned by such entities, (iv) enter into privately negotiated derivative
transactions with institutional counterparties to hedge the market risk of some
or all of their positions in the shares of Common Stock, Series B Stock, Series
B-1 Stock, Series D Stock or other securities and (v) consider participating in
a business combination transaction that would result in an acquisition of all of
the Issuer's outstanding Common Stock.
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.
(a)-(b)
The response to Item 4 is incorporated herein by reference. The Company
represented and warranted to the parties to the Purchase Agreement that, as of
March 17, 2008, there were 82,598,034 shares of Common Stock outstanding. As of
the date hereof, the Reporting Persons collectively own 485,000 shares (98%) of
Series B Stock, which as of March 25, 2008, subject to certain limitations, are
convertible into 194,000,000 shares of Common Stock. The other 10,000 shares of
Series B Stock are held by Silver Point. The holders of Series B Stock are
entitled to the Series B Voting Power. As described above, as dividends on the
Series B Stock and Series B-1 Stock accrue, the Series B Voting Power will
increase.
19
The voting rights of the Reporting Persons with respect to the Common Stock are
limited to 9.9% as of March 25, 2008, due to regulatory restrictions, and will
increase, consistent with regulatory approvals, until the Voting Date at which
time the voting interests of the Reporting Persons will increase to the Series B
Voting Power, which, as of March 25, 2008, was 78.8%.
By virtue of the relationships among the Reporting Persons described herein, the
Reporting Persons may be deemed to share beneficial ownership with respect to
the shares reported herein. Except to the extent of a pecuniary interest
therein, each of the Reporting Persons expressly disclaims the existence of such
beneficial ownership, except: (1) Advisors does not disclaim beneficial
ownership of shares held by the THL Coinvest Entities, (2) Advisors VI does not
disclaim beneficial ownership of shares held by Equity Fund, Parallel Fund, DT
Fund and Fund VI (MG), (3) Putnam Holdings does not disclaim beneficial
ownership of shares held by Putnam, and (4) Great-West does not disclaim
beneficial ownership of shares held by Putnam and Putnam Holdings.
Equity Fund has direct beneficial ownership of 267,106.397 shares, or
approximately 54% of the Series B Stock, and pursuant to the proxy powers
granted to Equity Fund over the Series B Stock held by Silver Point in the
Silver Point Letter Agreement, may be deemed to have an indirect beneficial
ownership of 10,000 shares, or 2.0% of the Series B Stock, which shares in total
are convertible into 110,842,558.8 shares of Common Stock. As of March 25, 2008,
this would represent a 28.5% ownership interest, or a 56.4% voting interest in
the combined voting power of the Series B Stock and Common Stock voting together
as a single class, assuming the Voting Date had occurred. Equity Fund may be
deemed to share with Advisors and Advisors IV voting and dispositive power with
respect to such Series B Stock. Equity Fund disclaims beneficial ownership of
the stock held by Silver Point. Neither the filing of this Schedule 13D nor any
of its contents shall be deemed to constitute an admission that Equity Fund, the
Reporting Persons or any of their respective affiliates are the beneficial
owners of any of the stock beneficially owned by Silver Point for purposes of
Section 13(d) of the Exchange Act or for any other purpose.
Parallel Fund has direct beneficial ownership of 180,870.241 shares, or 36.5% of
the Series B Stock, which are convertible into 72,348,096.4 shares of Common
Stock. As of March 25, 2008, this would represent a 18.6% ownership interest, or
a 46.6% voting interest in the combined voting power of the Series B Stock and
Common Stock voting together as a single class, assuming the Voting Date had
occurred. Parallel Fund may be deemed to share with Advisors and Advisors IV
voting and dispositive power with respect to such Series B Stock.
DT Fund has direct beneficial ownership of 31,594.4 shares, or 6.4% of the
Series B Stock, which are convertible into 12,637,760 shares of the Common
Stock. As of March 25, 2008, this would represent a 3.2% ownership interest, or
a 31.2% voting interest in the combined voting power of the Series B Stock and
Common Stock voting together as a single class, assuming the Voting Date had
20
occurred. DT Fund may be deemed to share with Advisors and Advisors IV voting
and dispositive power with respect to such Series B Stock.
Fund VI (MG) has direct beneficial ownership of 1,000 shares, or 0.2% of the
Series B Stock, which are convertible into 400,000 shares of the Common Stock.
As of March 25, 2008, this would represent a 0.1% ownership interest, or a 28.0%
voting interest in the combined voting power of the Series B Stock and Common
Stock voting together as a single class, assuming the Voting Date had occurred.
Fund VI (MG) may be deemed to share with Advisors and Advisors IV voting and
dispositive power with respect to such Series B Stock.
Coinvestment Fund has direct beneficial ownership of 762.978 shares, or 0.2% of
the Series B Stock, which are convertible into 305,191.2 shares of the Common
Stock. As of March 25, 2008, this would represent a 0.1% ownership interest, or
a 28.06% voting interest in the combined voting power of the Series B Stock and
Common Stock voting together as a single class, assuming the Voting Date had
occurred. Coinvestment Fund may be deemed to share with Advisors voting and
dispositive power with respect to such Series B Stock.
Operating Partners has direct beneficial ownership of 940 shares, or 0.2% of the
Series B Stock, which are convertible into 376,000 shares of the Common Stock.
As of March 25, 2008, this would represent a 0.1% ownership interest, or a 28.0%
voting interest in the combined voting power of the Series B Stock and Common
Stock voting together as a single class, assuming the Voting Date had occurred.
Operating Partners may be deemed to share with Advisors voting and dispositive
power with respect to such Series B Stock.
Putnam has direct beneficial ownership of 1,362.727 shares, or 0.3% of the
Series B Stock, which are convertible into 545,090.8 shares of the Common Stock.
As of March 25, 2008, this would represent a 0.1% ownership interest, or a 28.1%
voting interest in the combined voting power of the Series B Stock and Common
Stock voting together as a single class, assuming the Voting Date had occurred.
Putnam may be deemed to share with Putnam Holdings, Great-West and Advisors
voting and dispositive power with respect to such Series B Stock.
Putnam Holdings, as the managing member of Putnam, may be deemed to be the
beneficial owner, or to hold shared voting or dispositive power, of 1,362.727
shares, or 0.3% of the Series B Stock, which are convertible into 545,090.8
shares of the Common Stock. As of March 25, 2008, this would represent a 0.1%
ownership interest, or a 28.1% voting interest in the combined voting power of
the Series B Stock and Common Stock voting together as a single class, assuming
the Voting Date had occurred. Putnam Holdings may be deemed to share with
Great-West and Advisors voting and dispositive power with respect to such Series
B Stock.
21
Great-West has direct beneficial ownership of 1,363.257 shares, or 0.3% of the
Series B Stock, and indirectly controls Putnam Holdings, so has indirect
beneficial ownership of 1,362.727 shares, or 0.3% of the Series B Stock, which
shares in total are convertible into 1,090,393.6 shares of the Common Stock. As
of March 25, 2008, this would represent a 0.3% ownership interest, or a 28.3%
voting interest in the combined voting power of the Series B Stock and Common
Stock voting together as a single class, assuming the Voting Date had occurred.
Great-West may be deemed to share with Advisors voting and dispositive power
with respect to such Series B Stock.
Advisors VI, as the general partner of the Funds and Fund VI (MG), may be deemed
to be the beneficial owner, or to hold shared voting or dispositive power, of
490,571.038 shares, or 99.1% of the Series B Stock, which are convertible into
196,228,415.2 shares of the Common Stock. As of March 25, 2008, this would
represent a 50.4% ownership interest, or a 78.3% voting interest in the combined
voting power of the Series B Stock and Common Stock voting together as a single
class, assuming the Voting Date had occurred. Advisors VI may be deemed to share
with Advisors voting and dispositive power with respect to such Series B.
Advisors, as (1) the general partner of the sole member of Advisors VI, (2) the
general partner of the general partner of Coinvestment Fund and Operating
Partners, and (3) pursuant to the terms of the Fourth Amended and Restated
Limited Partnership Agreement of Thomas H. Lee Equity Fund VI, L.P., which
requires Great-West to dispose of its shares of stock pro rata with the Funds,
may be deemed to be the beneficial owner, or to hold shared voting or
dispositive power, of 495,000 shares, or 100% of the Series B Stock, which
shares in total are convertible into 198,000,000 shares of the Common Stock. As
of March 25, 2008, this would represent a 50.8% ownership interest, or a 78.8%
voting interest in the combined voting power of the Series B Stock and Common
Stock voting together as a single class, assuming the Voting Date had occurred.
As a result of the matters described in Item 4 above and Item 6 below, the
Reporting Persons may be deemed to constitute a "group," within the meaning of
Section 13(d)(3) of the Exchange Act, with Goldman Sachs and Silver Point. The
Reporting Persons disclaim beneficial ownership of the stock held by Goldman
Sachs. Neither the filing of this Schedule 13D nor any of its contents shall be
deemed to constitute an admission that the Reporting Persons or any of their
respective affiliates are the beneficial owners of any of stock beneficially
owned by Goldman Sachs for purposes of Section 13(d) of the Exchange Act or for
any other purpose.
(c)
The Funds acquired an aggregate of 495,000 shares of Series B Stock on March 25,
2008 pursuant to the Purchase Agreement. On March 28, 2008, Equity Fund and
Parallel Fund transferred a portion of their respective Series B Stock to Silver
Point. On March 31, 2008, Parallel Fund and DT Fund transferred a portion of
their respective Series B Stock to the THL Coinvest Entities. There have been no
22
other acquisitions of Company securities by the Reporting Persons. The responses
to Items 3 and 4 of this Schedule 13D are incorporated herein.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The responses to Items 3, 4 and 5 are incorporated herein by reference.
The Funds and the GS Investors are parties to an Amended and Restated
Shareholders' Agreement, dated as of March 17, 2008, and joined by the Company,
the GS Group, and the THL Coinvest Entities, as described below, whereby the
parties set forth their agreement with respect to certain rights and obligations
associated with ownership of securities of the Company. The agreement specifies
that, after the Voting Date, one of the directors that the Investors are
entitled to elect will be designated by the GS Investors, so long as the GS
Investors own a minimum number of securities, and the number of votes the Board
is entitled to cast is at least eleven, and such director shall be entitled to
one vote. The agreement limits the transfer of shares, such that in the first
five years, the shares may only be transferred to specific parties or pursuant
to specific agreements entered into in connection with the Transaction. It
contains an agreement whereby the Funds and the GS Investors will vote in unison
regarding the appointment of directors to the Board. The agreement also
specifies tag-along rights and drag-along rights. This summary of the
Shareholders Agreement does not purport to be complete and is qualified in its
23
entirety by reference to the Shareholders Agreement, which is attached hereto as
Exhibit 7.02 and incorporated by reference in its entirety into this Item 6.
The Funds, Goldman Sachs and the Company are also parties to the Registration
Rights Agreement, dated as of March 25, 2008, with respect to the Series B
Stock, the Series B-1 Stock, the Series D Stock and the Common Stock held by the
Funds and Goldman Sachs (the "Registrable Securities") whereby the Company is
required, after a specified holding period, to use its reasonable best efforts
to promptly file with the SEC a shelf registration statement under the
Securities Act of 1933, as amended (the "Securities Act") relating to the offer
and sale of the Registrable Securities. The Company is obligated to keep such
shelf registration statement continuously effective under the Securities Act
until the earlier of (1) the date as of which all of the Registrable Securities
have been sold, (2) the date as of which each of the holders of the Registrable
Securities is permitted to sell its Registrable Securities without registration
pursuant to Rule 144 under the Securities Act and (3) fifteen years. The holders
of the Registrable Securities are also entitled to five demand registrations and
unlimited piggyback registrations during the term of the Registration Rights
Agreement. This summary of the Registration Rights Agreement does not purport to
be complete and is qualified in its entirety by reference to the Registration
Rights Agreement, which is attached hereto as Exhibit 7.03 and incorporated by
reference in its entirety into this Item 6.
The Funds and Silver Point are party to the Silver Point Letter Agreement, dated
as of March 28, 2008, whereby the Funds sold 10,000 shares of Series B Stock to
Silver Point, for a purchase price of $1,000 per share. The Silver Point Letter
Agreement also grants Equity Fund a proxy to vote the shares sold, and provides
for co-exit rights such that the Silver Point shares must be sold only when the
Funds sell, with specific requirements. This summary of the Silver Point Letter
Agreement does not purport to be complete and is qualified in its entirety by
reference to the Silver Point Letter Agreement, which is attached hereto as
Exhibit 7.04 and incorporated by reference in its entirety into this Item 6.
The Funds and Silver Point are party to a joinder to the Shareholders'
Agreement, dated as of March 28, 2008 (the "Silver Point Joinder"), whereby the
entities herein defined as Silver Point were joined to the Shareholders'
Agreement. This summary of the Silver Point Joinder does not purport to be
complete and is qualified in its entirety by reference to the Silver Point
Joinder, which is attached hereto as Exhibit 7.05 and incorporated by reference
in its entirety into this Item 6.
Silver Point, the Funds, and Goldman Sachs are parties to Exhibit A of the
Registration Rights Agreement, dated as of March 28, 2008 ("Silver Point Exhibit
A"), whereby Silver Point provide notice to the Company of their acquisition of
shares of Series B Stock from the THL Funds. This summary of the Silver Point
Exhibit A does not purport to be complete and is qualified in its entirety by
reference to the Silver Point Exhibit A, which is attached hereto as Exhibit
7.06 and incorporated by reference in its entirety into this Item 6.
THL and Goldman Sachs are parties to a joinder to the Shareholders' Agreement,
dated as of March 31, 2008 (the "THL Joinder"), whereby the THL Coinvest
Entities were joined to the Shareholders' Agreement. This summary of the THL
Joinder does not purport to be complete and is qualified in its entirety by
reference to the THL Joinder, which is attached hereto as Exhibit 7.07 and
incorporated by reference in its entirety into this Item 6.
THL and Goldman Sachs are parties to Exhibit A to the Registration Rights
Agreement, dated as of March 31, 2008 ("THL Exhibit A"), whereby the THL
Coinvest Entities provide notice to the Company of their acquisition of shares
of Series B Stock from the THL Funds. This summary of the THL Exhibit A does not
purport to be complete and is qualified in its entirety by reference to the THL
Exhibit A, which is attached hereto as Exhibit 7.08 and incorporated by
reference in its entirety into this Item 6.
The Funds and the THL Coinvest Entities are party to an assignment and joinder
agreement to the Purchase Agreement, dated as of March 31, 2008 (the "THL
Assignment and Joinder"), whereby the THL Coinvest Entities agreed to become
24
bound by the terms of the Purchase Agreement including the transfer restrictions
set forth therein. This summary of the THL Assignment and Joinder does not
purport to be complete and is qualified in its entirety by reference to the THL
Assignment and Joinder, which is attached hereto as Exhibit 7.09 and
incorporated by reference in its entirety into this Item 6.
The Funds, the GS Investors and Wal-Mart Stores, Inc. ("Wal-Mart") are party to
an amended and restated Equity Participation Agreement, dated as of March 17,
2008, that, among other things, prevents the Funds and the GS Investors, without
the prior written consent of Wal-Mart, from voting in favor of, consenting to or
selling or transferring their equity securities in a manner that would result in
a change of control of the Company. This provision is effective for two years
after the effective date of the agreement. The Equity Participation Agreement
also grants Wal-Mart the right to receive a percentage of the profits realized
on the equity securities purchased by each of the Funds and the GS Investors,
which payments may be made in either cash or, in certain circumstances, in
equity securities of the Company owned by the Funds and the GS Investors, as
applicable. This summary of the agreement does not purport to be complete and is
qualified in its entirety by reference to the amended and restated Equity
Participation Agreement, which is attached hereto as Exhibit 7.10 and
incorporated by reference in its entirety into this Item 6.
The Funds, the GS Investors, the Company and Wal-Mart are party to an amended
and restated Transfer Letter Agreement, dated as of March 17, 2008, that, among
other things, permits the transactions, including any stock transfers,
contemplated by the Transfer Letter Agreement. This summary of the agreement
does not purport to be complete and is qualified in its entirety by reference to
the amended and restated Transfer Letter Agreement, which is attached hereto as
Exhibit 7.11 and incorporated by reference in its entirety into this Item 6.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT 1
---------
Joint Filing Agreement, by and among the Reporting Persons, dated as of April 4,
2008.
EXHIBIT 7.01
------------
Amended and Restated Purchase Agreement, dated as of March 17, 2008, among
Company, and the several investors party thereto (incorporated by reference to
Exhibit 10.1 to the Current Report on Form 8-K filed by MoneyGram International,
Inc. on March 18, 2008).
25
EXHIBIT 7.02
------------
Amended and Restated Shareholders' Agreement, by and among the Funds and the GS
Investors, dated as of March 17, 2008.
EXHIBIT 7.03
------------
Registration Rights Agreement, by and among the Funds, the GS Investors, and the
Company, dated as of March 25, 2008.
EXHIBIT 7.04
------------
Letter Agreement, by and among the Funds and Silver Point, dated as of March 28,
2008.
EXHIBIT 7.05
------------
Joinder Agreement to Shareholders' Agreement, by and among the Funds, Silver
Point and Goldman Sachs, dated as of March 28, 2008.
EXHIBIT 7.06
------------
Joinder Agreement to Registration Rights Agreement, by and among the Funds,
Silver Point and Goldman Sachs, dated as of March 28, 2008.
EXHIBIT 7.07
------------
Joinder Agreement to Shareholders' Agreement, by and among the Funds,
Coinvestment Fund, Operating Partners, Great West, Putnam and Goldman Sachs,
dated as of March 31, 2008.
EXHIBIT 7.08
------------
Joinder Agreement to Registration Rights Agreement, by and among the Funds,
Coinvestment Fund, Operating Partners, Great West and Goldman Sachs, dated as of
March 31, 2008.
EXHIBIT 7.09
------------
Assignment and Joinder Agreement to Purchase Agreement, by and between the Funds
and the THL Coinvest Entities, dated as of March 31, 2008.
EXHIBIT 7.10
------------
Amended and Restated Wal-Mart Equity Participation Agreement, by and between the
Funds, the GS Investors, and Wal-Mart Stores, Inc., dated as of March 17, 2008.
26
EXHIBIT 7.11
------------
Amended and Restated Wal-Mart Transfer Letter Agreement, by and between the
Funds, the GS Investors, the Company and Wal-Mart Stores, Inc., dated as of
March 17, 2008.
EXHIBIT 7.12
------------
Certificate of Designations, Preferences and Rights of the Series B
Participating Convertible Preferred Stock of MoneyGram International, Inc.
(incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K
filed by MoneyGram International, Inc. on March 28, 2008).
EXHIBIT 7.13
------------
Certificate of Designations, Preferences and Rights of the Series B-1
Participating Convertible Preferred Stock of MoneyGram International, Inc.
(incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K
filed by MoneyGram International, Inc. on March 28, 2008).
EXHIBIT 7.14
------------
Certificate of Designations, Preferences and Rights of the Series D
Participating Convertible Preferred Stock of MoneyGram International, Inc.
(incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K
filed by MoneyGram International, Inc. on March 28, 2008).
27
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.
Dated: April 4, 2008
THOMAS H. LEE ADVISORS, LLC
By: /s/ Scott Jaeckel
---------------------------------
Name: Scott Jaeckel
Title: Managing Director
THL EQUITY ADVISORS VI, LLC
By: THOMAS H. LEE PARTNERS, L.P.
its general partner
By: THOMAS H. LEE ADVISORS, LLC
its general partner
By: /s/ Scott Jaeckel
---------------------------------
Name: Scott Jaeckel
Title: Managing Director
THOMAS H. LEE EQUITY FUND VI, L.P.
By: THL EQUITY ADVISORS VI, LLC, its general
partner
By: THOMAS H. LEE PARTNERS, L.P., its sole
member
By: THOMAS H. LEE ADVISORS, LLC, its general
partner
By: /s/ Scott Jaeckel
---------------------------------
Name: Scott Jaeckel
Title: Managing Director
28
THOMAS H. LEE PARALLEL FUND VI, L.P.
By: THL EQUITY ADVISORS VI, LLC, its
general partner
By: THOMAS H. LEE PARTNERS, L.P., its sole
member
By: THOMAS H. LEE ADVISORS, LLC, its general
partner
By: /s/ Scott Jaeckel
---------------------------------
Name: Scott Jaeckel
Title: Managing Director
THOMAS H. LEE PARALLEL (DT) FUND VI, L.P.
By: THL EQUITY ADVISORS VI, LLC, its
general partner
By: THOMAS H. LEE PARTNERS, L.P., its sole
member
By: THOMAS H. LEE ADVISORS, LLC, its general
partner
By: /s/ Scott Jaeckel
---------------------------------
Name: Scott Jaeckel
Title: Managing Director
THL EQUITY FUND VI INVESTORS
(MONEYGRAM), LLC
By: THL EQUITY ADVISORS VI, LLC, its
general partner
By: THOMAS H. LEE PARTNERS, L.P., its sole
member
By: THOMAS H. LEE ADVISORS, LLC, its general
partner
By: /s/ Scott Jaeckel
---------------------------------
Name: Scott Jaeckel
Title: Managing Director
29
THL COINVESTMENT PARTNERS, L.P.
By: THOMAS H. LEE PARTNERS, L.P.
its general partner
By: THOMAS H. LEE ADVISORS, LLC
its general partner
By: /s/ Scott Jaeckel
---------------------------------
Name: Scott Jaeckel
Title: Managing Director
THL OPERATING PARTNERS, L.P.
By: THOMAS H. LEE PARTNERS, L.P.
its general partner
By: THOMAS H. LEE ADVISORS, LLC
its general partner
By: /s/ Scott Jaeckel
---------------------------------
Name: Scott Jaeckel
Title: Managing Director
30
GREAT-WEST INVESTORS L.P.
By: THOMAS H. LEE ADVISORS, LLC
its attorney-in-fact
By: /s/ Scott Jaeckel
---------------------------------
Name: Scott Jaeckel
Title: Managing Director
PUTNAM INVESTMENTS EMPLOYEES'
SECURITIES COMPANY III LLC
By: PUTNAM INVESTMENTS HOLDINGS, LLC
its managing member
By: PUTNAM INVESTMENTS, LLC
its managing member
By: THOMAS H. LEE ADVISORS, LLC
its attorney-in-fact
By: /s/ Scott Jaeckel
---------------------------------
Name: Scott Jaeckel
Title: Managing Director
PUTNAM INVESTMENTS HOLDINGS, LLC
By: PUTNAM INVESTMENTS, LLC
its managing member
By: THOMAS H. LEE ADVISORS, LLC
its attorney-in-fact
By: /s/ Scott Jaeckel
---------------------------------
Name: Scott Jaeckel
Title: Managing Director
31