Edgar Filing: MONEYGRAM INTERNATIONAL INC

mgi13d12232011.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D
(Rule 13d-101)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 6)

MONEYGRAM INTERNATIONAL, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

60935Y208

(CUSIP Number)

Frederick H. Fogel

Silver Point Capital, L.P.

2 Greenwich Plaza, First Floor

Greenwich, CT 06830
203-542-4200

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 22, 2011

(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
that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box: o

Note: Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.

SCHEDULE 13D

CUSIP NO. Common Stock - 60935Y208
1	NAMES OF REPORTING PERSONS
	Silver Point Capital, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)o (b)x
3	SEC USE ONLY
4	SOURCE OF FUNDS
		OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)				o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER*
				-0-
		8	SHARED VOTING POWER*
				749,118
		9	SOLE DISPOSITIVE POWER*
				-0-
		10	SHARED DISPOSITIVE POWER* 749,118
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
		749,118
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				x

13	PERCENT OF CLASS REPRESENTED IN ROW (11)*
		1.3% (1)
14	TYPE OF REPORTING PERSON
		IA, PN

*See Item 5.

This percentage is calculated based upon 57,834,779 outstanding shares of Common Stock as of December 22, 2011. In addition, the Issuer has outstanding 109,239.4718 shares of Series D Stock. If the outstanding shares of Series D Stock were converted into shares of Common Stock, an additional 13,654,930 shares of Common Stock would be outstanding. In that event, the ownership percentage of the Reporting Persons would be 1.1 %.

SCHEDULE 13D

CUSIP NO. Common Stock - 60935Y208
1	NAMES OF REPORTING PERSONS
	Silver Point Capital Management, LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)o (b)x
3	SEC USE ONLY
4	SOURCE OF FUNDS
		OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)				o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER*
				-0-
		8	SHARED VOTING POWER*
				749,118
		9	SOLE DISPOSITIVE POWER*
				-0-
		10	SHARED DISPOSITIVE POWER* 749,118
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
		749,118
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				x

13	PERCENT OF CLASS REPRESENTED IN ROW (11)*
		1.3% (1)
14	TYPE OF REPORTING PERSON
		OO

*See Item 5.

SCHEDULE 13D

CUSIP NO. Common Stock - 60935Y208
1	NAMES OF REPORTING PERSONS
	Edward A. Mulé

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)o (b)x
3	SEC USE ONLY
4	SOURCE OF FUNDS
		OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)				o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
		United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER*
				-0-
		8	SHARED VOTING POWER*
				749,118
		9	SOLE DISPOSITIVE POWER*
				-0-
		10	SHARED DISPOSITIVE POWER* 749,118
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
		749,118
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				x

13	PERCENT OF CLASS REPRESENTED IN ROW (11)*
		1.3% (1)
14	TYPE OF REPORTING PERSON
		IN

*See Item 5.

SCHEDULE 13D

CUSIP NO. Common Stock - 60935Y208
1	NAMES OF REPORTING PERSONS
	Robert J. O'Shea

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)				(a)o (b)x
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
		OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)				o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
		United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
				-0-
		8	SHARED VOTING POWER
				749,118
		9	SOLE DISPOSITIVE POWER
				-0-
		10	SHARED DISPOSITIVE POWER 749,118
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		749,118
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				x

13	PERCENT OF CLASS REPRESENTED IN ROW (11) (SEE ITEM 5)
		1.3% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
		IN

*See Item 5.

This Amendment No. 6 (“Amendment No. 6”) amends and supplements the statement on Schedule 13D originally filed by the Reporting Persons on April 4, 2008 (the “Original 13D”) as amended by Amendment No. 1 filed by the Reporting Persons on March 9, 2011, Amendment No. 2 filed by the Reporting Persons on May 10, 2011, Amendment No. 3 filed by the Reporting Persons on May 18, 2011, Amendment No. 4 filed by the Reporting Persons on November 15, 2011 and Amendment No. 5 filed by the Reporting Persons on November 28, 2011 (as amended as of the date hereof, the “Schedule 13D”). Unless otherwise indicated, each capitalized term used but not defined in this Amendment No. 6 shall have the meaning assigned to such term in the Schedule 13D.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended by adding the following immediately prior to the second to last paragraph thereof:

“On December 16, 2011, pursuant to the terms of the Underwriting Agreement, the Underwriters notified the Selling Stockholders that the Underwriters had exercised their option to purchase from the Selling Stockholders an aggregate of 987,524 shares of Common Stock (the “Overallotment Offering”), which includes 9,975 shares of Common Stock held by SPCP Group, LLC.

The public offering price in the Overallotment Offering was $16.25 per share and the underwriting discount was $ 0.71094 per share, resulting in a per share price of $15.53906 to the Selling Stockholders. The Overallotment Offering was consummated on December 22, 2011.”

Item 5. Interest in Securities of the Company.

Item 5 (a) – (b) is hereby amended and restated in its entirety with the following:

“As of the date hereof, the Reporting Persons beneficially own 749,118 shares of Common Stock, representing 1.3% of the outstanding Common Stock. If the shares of Series D Stock held by the GS Investors were converted into shares of Common Stock, the Reporting Persons would beneficially own 1.1% of the outstanding Common Stock.

The THL Investors may be deemed to beneficially own 37,081,388 shares of Common Stock, representing 64.1% of the outstanding Common Stock. If the Series D Stock were converted into shares of Common Stock, the THL Investors would own 51.9% of the outstanding Common Stock.

The GS Investors may be deemed to beneficially own 13,683,058 shares of Common Stock, consisting of 109,239.4718 shares of Series D Stock and 28,128 shares of Common Stock. The shares of Series D Stock held by the GS Investors are convertible into 13,654,930 shares of Common Stock. If the Series D Stock were converted to Common Stock, the GS Investors would own 19.1% of the outstanding Common Stock.

As a result of the matters described in Item 4 and Item 6 of the Schedule 13D, the Reporting Persons may be deemed to constitute a “group,” within the meaning of Section 13(d)(3) of the Act, with the THL Investors and the GS Investors. The Reporting Persons disclaim beneficial ownership of the securities held by the THL Investors and the GS Investors. Neither the filing of this Amendment No. 6 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 the THL Investors or the GS Investors for purposes of Section 13(d) of the Act or for any other purpose.”

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The disclosure under Item 4 above is incorporated herein by reference.

Item 7. Material to be filed as Exhibits

Exhibit 7.01: Joint Filing Agreement, dated December 27, 2011.

SIGNATURES

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.

Date: December 27, 2011

		SILVER POINT CAPITAL, L.P.
		By:	Silver Point Capital Management, LLC, its general partner

		By:	/s/ Frederick H. Fogel
			Name: Frederick H. Fogel
			Title: Authorized Signatory

		SILVER POINT CAPITAL MANAGEMENT, LLC

		By:	/s/ Frederick H. Fogel
			Name: Frederick H. Fogel
			Title: Authorized Signatory

		EDWARD A MULÉ /s/ Frederick H. Fogel, attorney-in-fact
		ROBERT J. O'SHEA /s/ Frederick H. Fogel, attorney-in-fact

Exhibit 7.01

AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13D

The undersigned hereby agree as follows:

(i) Each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf of each of them; and

(ii) Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Date: December 27, 2011

SILVER POINT CAPITAL, L.P.

	By:	/s/ Frederick H. Fogel
	Name:	Frederick H. Fogel
	Its:	Authorized Signatory

SILVER POINT CAPITAL MANAGEMENT, LLC

	By:	/s/ Frederick H. Fogel
	Name:	Frederick H. Fogel
	Its:	Authorized Signatory

EDWARD A MULÉ /s/ Frederick H. Fogel, attorney-in-fact

ROBERT J. O'SHEA /s/ Frederick H. Fogel, attorney-in-fact