AMENDMENT NUMBER 2 TO PURCHASE AGREEMENT March 10, 2008
Exhibit 10.2
AMENDMENT NUMBER 2 TO PURCHASE AGREEMENT
March 10, 2008
Reference is hereby made to that certain Purchase Agreement, dated as of February 11, 2008, by and among MoneyGram International, Inc., a Delaware corporation (the Company), and the Investors party thereto, as amended on March 8, 2008 (as so amended, the Purchase Agreement). All terms not defined herein shall have the meanings ascribed to them in the Purchase Agreement.
1. The Company and each of the Investors hereby agree that the Purchase Agreement shall be amended to reflect the terms set forth in Exhibit A hereto.
2. The Company hereby acknowledges and agrees that paragraph 1 of the Amendment to Purchase Agreement dated March 8, 2008, by and among the Company and the Investors shall remain in full force and effect as if the Purchase Agreement were not amended by this amendment. Accordingly, the Company further hereby acknowledges and agrees that the Company shall not assert, claim or otherwise take a position that the Investors are obligated to close under the Purchase Agreement, notwithstanding any events that occur, or the Companys ability to satisfy any conditions referenced in such paragraph 1 of such Amendment to Purchase Agreement, after March 8, 2008.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the undersigned has executed this agreement on the date first written above.
MONEYGRAM INTERNATIONAL, INC. | ||
By: | /s/ Philip W. Milne | |
Name: Philip W. Milne | ||
Title: President and Chief Executive Officer |
[Signature Page to Amendment to Purchase Agreement]
THOMAS H. LEE EQUITY FUND VI, L.P. |
By: THL EQUITY ADVISORS VI, LLC, |
its general partner |
By: /s/ Seth W. Lawry |
Name: Seth W. Lawry |
Title: Managing Director |
THOMAS H. LEE PARALLEL FUND VI, L.P. |
By: THL EQUITY ADVISORS VI, LLC |
its general partner |
By: /s/ Seth W. Lawry |
Name: Seth W. Lawry |
Title: Managing Director |
THOMAS H. LEE PARALLEL (DT) FUND VI, |
L.P. |
By: THL EQUITY ADVISORS VI, LLC |
its general partner |
By: /s/ Seth W. Lawry |
Name: Seth W. Lawry |
Title: Managing Director |
[Signature Page to Amendment to Purchase Agreement]
GS CAPITAL PARTNERS VI FUND, |
L.P. |
By: GSCP VI Advisors, L.L.C. |
its General Partner |
By: /s/ Bradley Gross |
Name: Bradley Gross |
Title: Managing Director |
GS CAPITAL PARTNERS VI |
OFFSHORE FUND, L.P. |
By: GSCP VI Offshore Advisors, L.L.C. |
its General Partner |
By: /s/ Bradley Gross |
Name: Bradley Gross |
Title: Managing Director |
GS CAPITAL PARTNERS VI GmbH & |
Co. KG |
By: GS Advisors VI, L.L.C. |
its Managing Limited Partner |
By: /s/ Bradley Gross |
Name: Bradley Gross |
Title: Managing Director |
[Signature Page to Amendment to Purchase Agreement]
GS CAPITAL PARTNERS VI |
PARALLEL, L.P. |
By: GS Advisors VI, L.L.C. |
its General Partner |
By: /s/ Bradley Gross |
Name: Bradley Gross |
Title: Managing Director |
GSMP V ONSHORE US, LTD. |
By: /s/ Bradley Gross |
Name: Bradley Gross |
Title: Managing Director |
GSMP V OFFSHORE US, LTD. |
By: /s/ Bradley Gross |
Name: Bradley Gross |
Title: Managing Director |
GSMP V INSTITUTIONAL US, LTD. |
By: /s/ Bradley Gross |
Name: Bradley Gross |
Title: Managing Director |
[Signature Page to Amendment to Purchase Agreement]
Exhibit A | ||||
The Purchase Agreement shall be amended to incorporate the following terms: | ||||
Equity Investment: | | $760,000,000, in the aggregate, of Series B Preferred Stock | ||
and Series B-1 Preferred Stock at Closing, without | ||||
adjustment. No Temporary Security Units will be issued or | ||||
acquired, and no Exchange will be required | ||||
Series B and B-1 | The terms of the Series B Preferred Stock and Series B-1 | |||
Preferred: | Preferred Stock shall be modified as follows: | |||
| Conversion Price (as defined in Series B Certificate and | |||
Series B-1 Certificate) shall initially be $2.50 | ||||
| In circumstances where the Company is required to pay cash | |||
dividends pursuant to the Series B Certificate and Series B-1 | ||||
Certificate but fails to do so, the Dividend Rates shall be | ||||
15% rather than 12.5%. | ||||
| Series B Preferred Stock shall have voting rights initially | |||
representing 9.9% of the outstanding post-Closing voting | ||||
stock of the Company through June 15, 2008 (or such earlier | ||||
date as all applicable state regulatory approvals for THLs | ||||
acquisition of control of the Company shall have been | ||||
obtained) (June 15, 2008 or such earlier date, the Voting | ||||
Date). The 9.9% shall increase prior to the Voting Date to | ||||
the extent permitted by applicable state regulatory laws. | ||||
From and after the Voting Date, the voting rights shall be as | ||||
currently set forth in the Series B Certificate and the Series | ||||
B-1 Certificate. The Company shall agree not to take or | ||||
permit to occur any stockholder vote (or action by written | ||||
consent) on any matter with a record date prior to the Voting | ||||
Date, except to the extent required by law. If required by | ||||
law to have a record date that is earlier than the Voting Date, | ||||
then the Voting Date shall occur no later than immediately | ||||
prior to such record date. | ||||
| At Closing, the Investors shall have (i) the right to designate | |||
two directors and (ii) at the option of the Investors, shall also | ||||
be entitled to designate a majority of the directors at any time | ||||
after Closing | ||||
| The Series B Certificate and the Series B-1 Certificate shall | |||
be amended to include the negative control provisions of the | ||||
Series C Preferred Certificate through the Voting Date | ||||
Closing Conditions: | The Closing under the Purchase Agreement, as amended to | |||
reflect the terms of this Term Sheet, shall be subject to the |
following conditions: | ||||||
| NYSE shall have confirmed in writing that the Rule | |||||
312.05 exception to the stockholder vote requirement is | ||||||
available for this transaction, and the 10-day notice | ||||||
period contemplated thereby shall have passed | ||||||
| The Company shall have raised $50 million of additional | |||||
debt financing, over and above that contemplated by the | ||||||
Purchase Agreement, on terms acceptable to the | ||||||
Investors in their sole discretion. | ||||||
| Other closing conditions that are mutually acceptable to | |||||
the Investors and the Company, each acting in their sole | ||||||
discretion. | ||||||
The Purchase Agreement, as amended to reflect the terms of this | ||||||
Term Sheet, shall contain such other terms and conditions not set | ||||||
forth herein as shall be mutually acceptable to the Investors and | ||||||
the Company, each acting in their sole discretion. | ||||||
The Company and the Investors agree that each shall not | ||||||
challenge or dispute any action or decision taken by the other | ||||||
that, under the Purchase Agreement, such other party is entitled | ||||||
to take in its sole discretion. | ||||||
Go Shop: | The Go-Shop Period shall be extended through the Closing. | |||||
Termination: | Section 5.1(a) shall be revised to state that the Purchase | |||||
Agreement can be terminated by mutual consent of the Company | ||||||
and the Investors, or by either the Investors or the Company in | ||||||
eithers sole discretion if they are unable to agree upon mutually | ||||||
acceptable terms, closing conditions and definitive | ||||||
documentation on or prior to March 14, 2008. References in the | ||||||
Agreement to March 13 shall be changed to March 25. | ||||||
Expenses: | | On March 10, 2008, the Company shall pay to the Investors | ||||
as an advance for unreimbursed out-of-pocket transaction | ||||||
expenses, $3,690,000. If the Closing does not occur, the | ||||||
Investors shall repay to the Company the excess, if any, of | ||||||
such amount over actual out-of-pocket expenses incurred by | ||||||
the Investors through the termination of the Purchase | ||||||
Agreement or reasonably expected to be incurred by them | ||||||
pursuant to last bullet point in this section. | ||||||
| On the Closing Date (or the earlier termination of the | |||||
Purchase Agreement), Company shall reimburse the | ||||||
Investors for unreimbursed out-of-pocket transaction | ||||||
expenses incurred prior thereto |
2
The Company shall reimburse the Investors upon demand for | ||
unreimbursed out-of-pocket expenses incurred by them after | ||
the Closing Date or after termination of the Purchase | ||
Agreement in connection with negotiation, execution, | ||
delivery, performance, consummation or termination of the | ||
Purchase Agreement (including, without limitation, in | ||
connection with obtaining regulatory approvals) | ||
Director Approval: | The Company shall confirm that the directors of the Company | |
received fairness opinions, dated as of March 10, 2008, in the | ||
form contemplated by Section 2.2(s) of the Purchase Agreement | ||
with respect to the transaction contemplated hereby and that the | ||
Companys directors unanimously approved the transaction | ||
contemplated hereby. The Companys directors shall | ||
unanimously approve the amendment to the Purchase Agreement | ||
contemplated by this Term Sheet and, at the time of such | ||
amendment, receive updated fairness opinions in the form | ||
contemplated by Section 2.2(s) of the Purchase Agreement. |
3