UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 11)

MONEYGRAM INTERNATIONAL, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

60935Y208

(CUSIP Number)

Michael J. Aiello, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000

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

June 17, 2019

(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).



13D
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Thomas H. Lee Advisors, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
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
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
-0-*†
 
 
 
 
8
SHARED VOTING POWER
 
 
23,737,858*†
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
-0- *†
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
23,737,858*†
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
23,737,858*†
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
38.29%*†
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

*See Item 5. Includes shares directly owned by THL Managers VI, LLC, Thomas H. Lee Equity Fund VI, L.P., Thomas H. Lee Parallel Fund VI, L.P., Thomas H. Lee Parallel (DT) Fund VI, L.P., THL Equity Fund VI Investors (MoneyGram), LLC, THL Coinvestment Partners, L.P., THL Operating Partners, L.P., Great-West Investors L.P. and Putnam Investments Employees’ Securities Company III LLC.
Based on 62,002,100 shares of common stock outstanding as of June 28, 2019, as disclosed by the Issuer to the Reporting Persons.

2

13D

1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
THL Holdco, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
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
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
-0-
 
 
 
 
8
SHARED VOTING POWER
 
 
23,737,858*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
-0-
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
23,737,858*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
23,737,858*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 

38.29%*

 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

*See Item 5. Includes shares directly owned by THL Managers VI, LLC, Thomas H. Lee Equity Fund VI, L.P., Thomas H. Lee Parallel Fund VI, L.P., Thomas H. Lee Parallel (DT) Fund VI, L.P., THL Equity Fund VI Investors (MoneyGram), LLC, THL Coinvestment Partners, L.P., THL Operating Partners, L.P., Great-West Investors L.P. and Putnam Investments Employees’ Securities Company III LLC.
Based on 62,002,100 shares of common stock outstanding as of June 28, 2019, as disclosed by the Issuer to the Reporting Persons.

3

13D
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Thomas H. Lee Partners, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
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
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
-0-*
 
 
 
 
8
SHARED VOTING POWER
 
 
23,737,858*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
-0-*
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
23,737,858*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
23,737,858*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
38.29%*
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
*See Item 5. Includes shares directly owned by THL Managers VI, LLC, Thomas H. Lee Equity Fund VI, L.P., Thomas H. Lee Parallel Fund VI, L.P., Thomas H. Lee Parallel (DT) Fund VI, L.P., THL Equity Fund VI Investors (MoneyGram), LLC, THL Coinvestment Partners, L.P., THL Operating Partners, L.P., Great-West Investors L.P. and Putnam Investments Employees’ Securities Company III LLC.
Based on 62,002,100 shares of common stock outstanding as of June 28, 2019, as disclosed by the Issuer to the Reporting Persons.

4

13D
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
THL Equity Advisors VI, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
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
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
-0-*
 
 
 
 
8
SHARED VOTING POWER
 
 
23,491,355*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
-0-*
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
23,491,355*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
23,491,355*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
37.89%*
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
*See Item 5. Includes shares directly owned by Thomas H. Lee Equity Fund VI, L.P., Thomas H. Lee Parallel Fund VI, L.P., Thomas H. Lee Parallel (DT) Fund VI, L.P., and THL Equity Fund VI Investors (MoneyGram), LLC.
Based on 62,002,100 shares of common stock outstanding as of June 28, 2019, as disclosed by the Issuer to the Reporting Persons.

5

13D
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
THL Managers VI, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
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
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
-0-*
 
 
 
 
8
SHARED VOTING POWER
 
 
30,006*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
-0-*
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
30,006*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
30,006*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
Less than 0.1%*
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
*See Item 5.
Based on 62,002,100 shares of common stock outstanding as of June 28, 2019, as disclosed by the Issuer to the Reporting Persons.

6

13D
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Thomas H. Lee Equity Fund VI, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
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
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
-0-*
 
 
 
 
8
SHARED VOTING POWER
 
 
13,056,740*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
-0-*
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
13,056,740*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
13,056,740*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
21.06%*
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
*See Item 5.
Based on 62,002,100 shares of common stock outstanding as of June 28, 2019, as disclosed by the Issuer to the Reporting Persons.

7

13D
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Thomas H. Lee Parallel Fund VI, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
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
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
-0-*
 
 
 
 
8
SHARED VOTING POWER
 
 
8,841,330*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
-0-*
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
8,841,330*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
8,841,330*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
14.26%*
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
*See Item 5.
Based on 62,002,100 shares of common stock outstanding as of June 28, 2019, as disclosed by the Issuer to the Reporting Persons.

8

13D
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Thomas H. Lee Parallel (DT) Fund VI, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
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
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
-0-*
 
 
 
 
8
SHARED VOTING POWER
 
 
1,544,404*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
-0-*
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
1,544,404*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,544,404*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
2.49%*
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
*See Item 5.
Based on 62,002,100 shares of common stock outstanding as of June 28, 2019, as disclosed by the Issuer to the Reporting Persons.

9

13D
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
THL Equity Fund VI Investors (MoneyGram), LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
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
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
-0-*
 
 
 
 
8
SHARED VOTING POWER
 
 
48,881*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
-0-*
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
48,881*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
48,881*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
Less than 0.1%*
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
*See Item 5.
Based on 62,002,100 shares of common stock outstanding as of June 28, 2019, as disclosed by the Issuer to the Reporting Persons.

10

13D
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
THL Coinvestment Partners, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
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
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
-0-*
 
 
 
 
8
SHARED VOTING POWER
 
 
37,296*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
-0-*
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
37,296*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
37,296*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 

Less than 0.1%*

 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
*See Item 5.
Based on 62,002,100 shares of common stock outstanding as of June 28, 2019, as disclosed by the Issuer to the Reporting Persons.


11

13D
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
THL Operating Partners, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
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
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
-0-*
 
 
 
 
8
SHARED VOTING POWER
 
 
45,950*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
-0-*
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
45,950*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
45,950*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
Less than 0.1%*
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
*See Item 5.
Based on 62,002,100 shares of common stock outstanding as of June 28, 2019, as disclosed by the Issuer to the Reporting Persons.
12

13D
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 
Great-West Investors, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
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
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
-0-*
 
 
 
 
8
SHARED VOTING POWER
 
 
66,638*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
-0-*
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
66,638*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
66,638*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0.11%*
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
*See Item 5.
Based on 62,002,100 shares of common stock outstanding as of June 28, 2019, as disclosed by the Issuer to the Reporting Persons.

13

13D
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Putnam Investments Holdings, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
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
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
-0-*
 
 
 
 
8
SHARED VOTING POWER
 
 
66,613*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
-0-*
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
 
66,613*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
66,613*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0.11%*
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
*See Item 5. Includes shares directly owned by Putnam Investments Employees’ Securities Company III LLC.
Based on 62,002,100 shares of common stock outstanding as of June 28, 2019, as disclosed by the Issuer to the Reporting Persons.

14

13D
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Putnam Investments Employees’ Securities Company III LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
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
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
-0-*
 
 
 
 
8
SHARED VOTING POWER
 
 
66,613*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
-0-*
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
66,613*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
66,613*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0.11%*
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
*See Item 5.
Based on 62,002,100 shares of common stock outstanding as of June 28, 2019, as disclosed by the Issuer to the Reporting Persons.

15

This Amendment No. 11 (“Amendment No. 11”) amends and supplements the statement on Schedule 13D originally filed by the Reporting Persons on April 4, 2008, as amended on March 9, 2011, May 9, 2011, May 23, 2011, November 16, 2011, November 23, 2011, December 22, 2011, February 21, 2012, April 9, 2014, January 30, 2017 and March 29, 2019 and relating to the common stock, par value $0.01 per share (the “Common Stock”) of MoneyGram International, Inc. (the “Issuer” or  the “Company”) (the “Schedule 13D”). Each Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D. Except as specifically provided herein, this Amendment No. 11 does not modify any of the information previously reported in the Schedule 13D.  Unless otherwise indicated, each capitalized term used but not defined in this Amendment No. 11 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 and supplemented as follows:

The Reporting Persons’ percent of Common Stock outstanding beneficially owned was reduced as a result of the issuance of Common Stock by the Issuer to Ripple Labs Inc. (“Ripple”) on June 17, 2019, pursuant to the Securities Purchase Agreement, dated as of June 17, 2019, between the Issuer and Ripple (the “Ripple SPA”).  The response to Item 6 of this Amendment No. 11 is incorporated herein by reference.

Item 5.
Interest in Securities of the Company.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety with the following:

(a)(b)  The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Amendment No. 11 as of the date hereof, are incorporated herein by reference.  As of the date hereof, the Reporting Persons collectively may be deemed to beneficially own 23,737,858 shares, which constitute 38.29% of the Common Stock outstanding (based on 62,002,100 shares of Common Stock outstanding as of June 28, 2019 (the “Outstanding Shares”), as disclosed by the Issuer to the Reporting Persons).  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) Putnam Holdings does not disclaim beneficial ownership of shares held by Putnam; and (3) Great-West does not disclaim beneficial ownership of shares held by Putnam III and Putnam Holdings.

16

As of the date hereof, the Reporting Persons beneficially own the number of shares as set forth in the table below.

Reporting Person
 
Number of Shares
Beneficially Owned
   
Percentage of
Outstanding Shares
 
Thomas H. Lee Advisors, LLC(1)
   
23,737,858
     
38.29
%
THL Holdco, LLC(2)
   
23,737,858
     
38.29
%
Thomas H. Lee Partners, L.P.(3)
   
23,737,858
     
38.29
%
THL Equity Advisors VI, LLC(4)
   
23,491,355
     
37.89
%
THL Managers VI, LLC
   
30,006
   
Less than .1%
 
Thomas H. Lee Equity Fund VI, L.P.
   
13,056,740
     
21.06
%
Thomas H. Lee Parallel Fund VI, L.P.
   
8,841,330
     
14.26
%
Thomas H. Lee Parallel (DT) Fund VI, L.P.
   
1,544,404
     
2.49
%
THL Equity Fund VI Investors (MoneyGram), LLC
   
48,881
   
Less than .1%
 
THL Coinvestment Partners, L.P.
   
37,296
   
Less than .1%
 
THL Operating Partners, L.P.
   
45,950
   
Less than .1%
 
Great-West Investors L.P.(5)
   
66,638
     
0.11
%
Putnam Investments Holdings, LLC
   
66,613
     
0.11
%
Putnam Investments Employees’ Securities Company III LLC
   
66,613
     
0.11
%


(1)
As the general partner of THL Partners, Advisors may be deemed to share voting and dispositive power with respect to the shares of Common Stock collectively owned by all of the Reporting Persons.
(2)
As the managing member of Advisors, THL Holdco may be deemed to share voting and dispositive power with respect to the shares of Common Stock collectively owned by all of the Reporting Persons.
(3)
As the general partner of THL Coinvestment and THL Operating, the sole member of THL Equity Advisors VI and managing member of THL Managers, THL Partners may be deemed to share voting and dispositive power with respect to the shares of Common Stock collectively owned by all of the THL Reporting Persons.
(4)
As the general partner of Parallel Fund VI, DT Fund VI, THL Equity VI and the manager of Fund VI (MG), THL Equity Advisors VI may be deemed to share voting and dispositive power with respect to the shares of Common Stock owned by such entities.
(5)
Great-West indirectly controls Putnam III, so may also be deemed to have an indirect beneficial ownership of an additional 66,613 shares of Common Stock.

On account of the Amended and Restated Shareholders Agreement, dated as of March 17, 2008, the Reporting Persons may be deemed to be members of a “group,” within the meaning of Section 13(d)(3) of the Exchange Act, with Goldman Sachs.  As of the date hereof, in the aggregate the Reporting Persons and Goldman Sachs beneficially own 32,686,244 shares of Common Stock, representing 46.09% of the Common Stock outstanding.  This is based on (i) Goldman Sachs beneficially owning 38,152 shares of Common Stock and 8,910,234 shares of Common Stock issuable upon conversion of the Series D Stock, as reported by the Issuer in its 2019 Proxy Statement and (ii) 70,912,334 shares of Common Stock outstanding (calculated as the number of Outstanding Shares plus 8,910,234 shares of Common Stock issuable to Goldman Sachs upon conversion of the Series D Stock).

17

On account of the Ripple Letter Agreement (as defined below), the Reporting Persons may be deemed to be members of a “group,” within the meaning of Section 13(d)(3) of the Exchange Act, with Ripple.  As of the date hereof, in the aggregate the Reporting Persons and Ripple beneficially own 29,968,753 shares of Common Stock, representing 47.86% of the Common Stock outstanding.  This is based on (i) Ripple beneficially owning 5,610,923 shares of Common Stock and 619,972 shares of Common Stock issuable upon partial exercise of a warrant, as disclosed by Ripple in its Schedule 13D filed with the SEC on June 27, 2019 (the “Ripple 13D”) and (ii) 62,622,072 shares of Common Stock outstanding (calculated as the number of Outstanding Shares plus 619,972 shares of Common Stock issuable to Ripple upon partial exercise of a warrant).

The Reporting Persons disclaim beneficial ownership of the securities owned by Goldman Sachs and Ripple. 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 securities beneficially owned by Goldman Sachs or Ripple for purposes of Section 13(d) of the Exchange Act or for any other purpose.

(c) None of the Reporting Persons has effected any transaction in the Shares in the 60 days prior to filing this Amendment No. 11.

(d) Under certain circumstances, partners or members of a Reporting Person, as the case may be, could have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock owned by such Reporting Person.

(e) Not applicable.

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

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

In connection with the transactions contemplated by the SPA, THL Equity VI, Parallel Fund VI, DT Fund VI, Great-West, Putnam III, THL Coinvestment, THL Operating, Fund VI (MG) and THL Managers (collectively, the “THL Parties”) entered into a letter agreement with Ripple, dated as of June 17, 2019 (the “Ripple Letter Agreement”), whereby the parties agreed to enter into a voting agreement (the “Ripple Voting Agreement”) in the event a designee of Ripple (“Ripple Director”) is appointed to the board of directors of the Issuer.  Pursuant to the Ripple Voting Agreement, the THL Parties would agree to vote their securities of the Issuer, and would cause any of its controlled affiliates who own securities of the Issuer to vote such securities, in favor of such Ripple Director at each meeting of stockholders of the Issuer at which such Ripple Director is nominated for election.

Additionally, in connection with the transactions contemplated by the SPA, the THL Parties entered into the Preemptive Rights Waiver Agreement with the Issuer, dated as of June 17, 2019 (the “Preemptive Rights Waiver”), pursuant to which the THL Parties waived any Preemptive Rights (as defined in the Preemptive Rights Waiver) to which they may be entitled in connection with any Issuances (as defined in the Preemptive Rights Waiver) and any and all notice requirements of the Company under Purchase Agreement with respect to the Issuances.

The forgoing descriptions are summaries and are qualified in their entirety by reference to the Ripple Letter Agreement and the Preemptive Rights Waiver, which are attached to this Amendment No. 11 as Exhibits 7.21 and 7.22, respectively.

18

Item 7.
Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended and supplemented as follows:


7.21
Letter Agreement, by and between Ripple and the THL Parties, dated as of June 17, 2019 (incorporated by reference to Exhibit 2 of Ripple’s Schedule 13D filed with the SEC on June 27, 2019).


7.22
Preemptive Rights Waiver, among the Issuer and the THL Parties, dated as of June 17, 2019.

19

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: July 2, 2019

 
THOMAS H. LEE ADVISORS, LLC
 
By: THL Holdco, LLC, its managing member
     
 
By:
/s/ Charles P. Holden
 
Name:
Charles P. Holden
 
Title
Managing Director
     
 
THL HOLDCO, LLC
 
By:
/s/ Charles P. Holden
 
Name:
Charles P. Holden
 
Title:
Managing Director
     
 
THOMAS H. LEE PARTNERS, L.P.
 
By: Thomas H. Lee Advisors, LLC, its general partner
 
By: THL Holdco, LLC, its managing member
     
 
By:
/s/ Charles P. Holden
 
Name:
Charles P. Holden
 
Title:
Managing Director
     
 
THL EQUITY ADVISORS VI, LLC
 
By: Thomas H. Lee Partners, L.P., its sole member
 
By: Thomas H. Lee Advisors, LLC, its general partner
 
By: THL Holdco, LLC, its managing member
     
 
By:
/s/ Charles P. Holden
 
Name:
Charles P. Holden

20

 
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: THL Holdco, LLC, its managing member
     
 
By:
/s/ Charles P. Holden
 
Name:
Charles P. Holden
 
Title:
Managing Director
     
 
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: THL Holdco, LLC, its managing member
     
 
By:
/s/ Charles P. Holden
 
Name:
Charles P. Holden
 
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: THL Holdco, LLC, its managing member
     
 
By:
/s/ Charles P. Holden
 
Name:
Charles P. Holden
 
Title:
Managing Director
     
 
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: THL Holdco, LLC, its managing member
     
 
By:
/s/ Charles P. Holden
 
Name:
Charles P. Holden
 
Title:
Managing Director

21

 
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: THL Holdco, LLC, its managing member
     
 
By:
/s/ Charles P. Holden
 
Name:
Charles P. Holden
 
Title:
Managing Director
     
     
 
THL EQUITY FUND VI INVESTORS (MONEYGRAM), LLC
 
By: THL Equity Advisors VI, LLC, its manager
 
By: Thomas H. Lee Partners, L.P., its general partner
 
By: Thomas H. Lee Advisors, LLC, its attorney-in-fact
 
By: THL Holdco, LLC, its managing member
     
 
By:
/s/ Charles P. Holden
 
Name:
Charles P. Holden
 
Title:
Managing Director

 
THL MANAGERS VI, LLC
 
By: Thomas H. Lee Partners, L.P., its managing member
 
By: Thomas H. Lee Advisors, LLC, its general partner
 
By: THL Holdco, LLC, its managing member
     
 
By:
/s/ Charles P. Holden
 
Name:
Charles P. Holden
 
Title:
Managing Director
     
 
GREAT-WEST INVESTORS, L.P.
 
By: Thomas H. Lee Advisors, LLC, its attorney-in-fact
 
By: THL Holdco, LLC, its managing member
     
 
By:
/s/ Charles P. Holden
 
Name:
Charles P. Holden
 
Title:
Managing Director

22

 
PUTNAM INVESTMENTS HOLDINGS, LLC
 
By: Putnam Investments, LLC, its managing member
 
By: Thomas H. Lee Advisors, LLC, its attorney-in-fact
 
By: THL Holdco, LLC, its managing member
   
 
By:
/s/ Charles P. Holden
 
Name:
Charles P. Holden
 
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: THL Holdco, LLC, its managing member
     
 
By:
/s/ Charles P. Holden
 
Name:
Charles P. Holden
 
Title:
Managing Director


23


Exhibit 7.22

Execution Version

PREEMPTIVE RIGHTS WAIVER

THIS PREEMPTIVE RIGHTS WAIVER (this “Waiver”) is made as of June 17, 2019, by the holders of common stock  of  MoneyGram  International,  Inc.,  a  Delaware  corporation  (the “Company”), listed on the signature pages hereto (the “Holders”), for the benefit of the Company. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in that certain Amended and Restated Purchase Agreement, dated as of March 17, 2008 (this “Purchase Agreement”), among the Company and the parties set forth on Schedule A thereto (collectively, the “Investors”).

RECITALS

WHEREAS, it is contemplated that the Company will (i) enter into a Securities Purchase Agreement (the “SPA”) with Ripple Labs Inc. (“Ripple”), pursuant to which Ripple will purchase and the Company will issue up to an aggregate of $50 million of common stock, $0.01 par value of the Company (“Common Stock”), and warrants to purchase Common Stock (“Warrants”), such obligation of Ripple to be backstopped by an equity-linked letter of credit in an equal aggregate amount (less the amount paid by Ripple to the Company in connection with the Initial Issuance (as defined below) and (ii) in connection with the SPA, enter into a Commercial Agreement (the “Commercial Agreement”) with Ripple, pursuant to which the Company and its subsidiaries will (a) obtain access to, and specified support from, Ripple, for implementation and use of Ripple’s xRapid platform (the “Platform”) relating to transfer and receipt of cross-border payments in agreed corridors and (b) agree to use its commercially reasonable efforts to deploy the Platform for such purpose;

WHEREAS, in connection with the execution of the SPA, Ripple will purchase and the Company will issue (i) shares of Common Stock representing approximately 9.95% of the Company’s fully diluted weighted-average shares of Common Stock and equivalents (for the year- to-date period as of the end of the previous month calculated in accordance with GAAP in a manner consistent with the calculation in the Company’s first quarter Form 10-Q filed on May 10, 2019) for $4.10 per share and (ii) a Warrant to purchase Common Stock for $4.10 per share of Common Stock underlying such Warrant (collectively, the “Initial Issuance”), for an aggregate purchase price of $30 million;

WHEREAS, pursuant to the SPA, following the Initial Issuance, from time to time upon demand and in the amounts to be determined by the Company (each such demand, a “Letter of Credit Draw”), the Company may elect to issue and sell additional shares of Common Stock and Warrants to Ripple in accordance with the terms set forth in the SPA, by delivering notice to Ripple and by requesting a Letter of Credit Draw;

WHEREAS, the purchase price per share of Common Stock in an issuance of Common Stock pursuant to any Letter of Credit Draw (a “Common Stock Issuance”) shall be the greater of (i) $4.10 or (ii) 150% of the Company’s 30-trading-day volume-weighted average price as of the close of regular trading on the trading day before the date of the Letter of Credit Draw if the Common Stock closes above $4.10 on such date, subject to a maximum purchase price of $6.40;


WHEREAS, if the purchase of Common Stock pursuant to any Letter of Credit Draw, when taken together with the shares of Common Stock purchased in the Initial Issuance and all previous purchases pursuant to Letter of Credit Draws, would result in (i) Ripple owning 9.95% or more of the Company’s voting securities or (ii) Ripple failing to comply with any regulatory approvals required for Ripple to acquire such Common Stock, then Letter of Credit Draws will be satisfied by the Company’s issuance of a Warrant (each such issuance of a Warrant, including the future exercise, if any, of such Warrant and the issuance of Common Stock in connection therewith, a “Warrant Issuance” and, together with the Initial Issuance and each Common Stock Issuance, the “Issuances”), which will be exercisable at a per share exercise price of $0.01 and will terminate 10 years after the date of issuance;

WHEREAS, the purchase price for the Warrant in a Warrant Issuance shall be the number of shares of Common Stock underlying such Warrant multiplied by the greater of (i) $4.10 or (ii) 100% of the Common Stock’s 30-trading-day volume-weighted average price as of the close of regular trading on the trading day before the date of the Letter of Credit Draw if the Common Stock closes above $4.10 on such date, subject to a maximum purchase price of $6.40;

WHEREAS, Section 4.7 of the Purchase Agreement provides that, subject to certain limitations as more specifically set forth therein, if at any time the Company makes any public or non-public offering of any New Securities, the Investors shall be afforded the opportunity to acquire New Securities from the Company for the same price and on the same terms as such New Securities are proposed to be offered to others, which in this case would include entering into the Commercial Agreement and providing access to the Platform (“Preemptive Rights”); and

WHEREAS, the Holders hereby desire to waive any Preemptive Rights set forth in the Purchase Agreement they may have in connection with the Issuances.

AGREEMENTS

NOW, THEREFORE, in consideration of the foregoing recitals, the agreements set forth below and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Holders hereby agree as follows:

1.           Waiver. Each Holder hereby waives (i) any Preemptive Rights that such Holder may be entitled to pursuant to Section 4.7 of the Purchase Agreement with respect to the Issuances and (ii) any and all notice and other requirements of the Company under the Purchase Agreement with respect to the Issuances. This Waiver shall be final, irrevocable, effective and binding upon each Holder.

2.           Binding Agreement. The terms and conditions of this Waiver shall inure to the benefit of and be binding upon the respective successors and assigns of the parties.


3.          Governing Law. This Waiver will be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts made and to be performed entirely within such State.

4.          Counterparts and Facsimile. For the convenience of the parties hereto, this Waiver may be executed in any number of separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement. Executed signature pages to this Waiver may be delivered by facsimile and such facsimiles will be deemed as sufficient as if actual signature pages had been delivered.

[Signature Pages Follow]


IN WITNESS WHEREOF, the parties hereto have executed this Waiver as of the date first written above.

 
COMPANY:
       
 
MONEYGRAM INTERNATIONAL, INC.
   
 
By:
/s/ Lawrence Angelilli
 
 
Name:
Lawrence Angelilli
 
 
Title:
Chief Financial Officer
 

SIONATURE PAGE TO
PREEMPTIVE RIGHTS WAIYER


 
HOLDERS:
   
 
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: THL Holdco, LLC, its managing member
   
 
By:
/s/ Ganesh B. Rao
 
Name:
Ganesh B. Rao
 
Title:
Managing Director

 
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: THL Holdco, LLC, its managing member
   
 
By:
/s/ Ganesh B. Rao
 
Name:
Ganesh B. Rao
 
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: THL Holdco, LLC, its managing member
   
 
By:
/s/ Ganesh B. Rao
 
Name:
Ganesh B. Rao
 
Title:
Managing Director

 
GREAT-WEST INVESTORS, LP
   
 
By: Thomas H. Lee Advisors, LLC, its attorney-in-fact
 
By: THL Holdco, LLC, its managing member
   
 
By:
/s/ Ganesh B. Rao
 
Name:
Ganesh B. Rao
 
Title:
Managing Director

SIGNATURE PAGE TO
PREEMPTIVE RIGHTS WAIVER


 
PUTNAM INVESTMENTS EMPLOYEES’ SECURITIES COMPANY III, LLC
 
By: Putnam Investment Holdings, LLC, its managing member
 
By: Putnam Investments, LLC, its managing member
 
By: Thomas H. Lee Advisors, LLC, its attorney-in-fact
 
By: THL Holdco, LLC, its managing member
   
 
By:
/s/ Ganesh B. Rao
 
Name:
Ganesh B. Rao
 
Title:
Managing Director

 
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: THL Holdco, LLC, its managing member
   
 
By:
/s/ Ganesh B. Rao
 
Name:
Ganesh B. Rao
 
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: THL Holdco, LLC, its managing member
   
 
By:
/s/ Ganesh B. Rao
 
Name:
Ganesh B. Rao
 
Title:
Managing Director

 
THL EQUITY FUND VI INVESTORS (MONEYGRAM), LLC
 
By: THL Equity Fund Advisors, LLC, its manager
 
By: Thomas H. Lee Partners, L.P., its sole member
 
By: Thomas H. Lee Advisors, LLC, its general partner
 
By: THL Holdco, LLC, its managing member
     
 
By:
/s/ Ganesh B. Rao
 
Name:
Ganesh B. Rao
 
Title:
Managing Director

SIGNATURE PAGE TO
PREEMPTIVE RIGHTS WAIVER


 
THL MANAGERS VI, LLC
 
By: Thomas H. Lee Partners, L.P., its managing member
 
By: Thomas H. Lee Advisors, LLC, its general partner
 
By: THL Holdco, LLC, its managing member
     
 
By:
/s/ Ganesh B. Rao
 
Name:
Ganesh B. Rao
 
Title:
Managing Director

SIGNATURE PAGE TO
PREEMPTIVE RIGHTS WAIVER