MoneyGram International, Inc. announced that it has established an “at-the-market” equity offering program under which it may offer and sell, from time to time, shares of its common stock (the “Shares”) having an aggregate sales price of up to $100 million, and has entered into an ATM Equity OfferingSM Sales Agreement (the “Sales Agreement”) with BofA Securities, Inc. (“BofA”), as sales agent.
Upon delivery of an issuance notice and subject to the terms and conditions of the Sales Agreement, BofA will use commercially reasonable efforts, consistent with its normal trading and sales practices and applicable law and regulations, to sell the Shares from time to time based upon MoneyGram’s instructions for the sales, including price, time and size limits specified by the Company. Pursuant to the Sales Agreement, sales of the Shares may be made by any method permitted by law and deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act of 1933, as amended, including block trades, ordinary brokers’ transactions on Nasdaq or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices, or by any other method permitted by law. Under the terms of the Sales Agreement, MoneyGram may also sell Shares to BofA as principal for its own account, at a price to be agreed upon at the time of sale.
MoneyGram is not obligated to sell any Shares under the Sales Agreement and may at any time suspend solicitations and offers under the Sales Agreement. The Sales Agreement may be terminated by MoneyGram at any time by giving written notice to BofA for any reason or by BofA at any time by giving written notice to MoneyGram for any reason, or immediately under certain circumstances in accordance with the terms of the Sales Agreement. The ATM Program pursuant to the Sales Agreement will automatically terminate upon the issuance and sale of Shares having an aggregate sales price of $100 million.
MoneyGram intends to use the net proceeds from the sale of the Shares to partially repay outstanding indebtedness under the Company’s First Lien Credit Agreement, dated June 26, 2019, with Bank of America, N.A. acting as administrative agent, and the lender parties thereto, as amended (the “First Lien Credit Agreement”), and/or under the Company’s Second Lien Credit Agreement, dated as of June 26, 2019, with Bank of America, N.A., as administrative agent, the financial institutions party thereto as lenders and the other agents party thereto (the “Second Lien Credit Agreement”), and to pay for certain costs associated with the refinancing of the First Lien Credit Agreement and Second Lien Credit Agreement that the Company is currently contemplating for the third quarter of 2021.
The Shares will be offered under the Company’s existing shelf registration statement on Form S-3 (Registration No. 333-255122) filed with the Securities and Exchange Commission (the “SEC”). The offering is being made by means of a prospectus supplement to the prospectus contained in the registration statement. Before making an investment in the Shares, potential investors should read the prospectus and the prospectus supplement for more complete information about MoneyGram and the offering. Potential investors may obtain these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, the Company or BofA will arrange, upon request, to send the prospectus. Please direct requests to: BofA Securities, Inc. by mail at NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte, NC 28255-0001, Attention: Prospectus Department, by email to dg.prospectus_requests@bofa.com or by telephone at 1-800-294-1322.
This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
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