MoneyGram International has announced the closing of its previously announced private offering of $415 million aggregate principal amount of 5.375% senior secured notes due 2026 (the “notes”) and related guarantees (as defined below).
Substantially concurrently with the closing of the offering, the Company closed a new $400 million senior secured term loan, and also now has a new undrawn revolving facility of $32.5 million, both pursuant to a new credit agreement, dated as of July 21, 2021 (the “New Credit Agreement”), by and between the Company, as the borrower, the lenders from time to time party thereto, and Bank of America, N.A., as administrative agent.
The Company used the net proceeds from the offering and the closing of the term loan to prepay the full amount of first lien and second lien indebtedness under its existing senior secured credit facilities, and to pay related accrued interest, fees and expenses.
The notes are unconditionally guaranteed, jointly and severally, on a senior secured basis (collectively, the “guarantees”), initially by the Company’s subsidiaries that guarantee borrowings under the New Credit Agreement, and by certain future wholly-owned domestic subsidiaries (the “guarantors”).
The notes are secured, on an equal and ratable, first-priority basis with obligations under the New Credit Agreement by liens on substantially all of the assets of the Company and the guarantors, subject to certain exceptions and inter-creditor arrangements.
The notes and related guarantees were offered only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to certain non-U.S. persons in compliance with Regulation S under the Securities Act.
The issuance and sale of the notes and related guarantees have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction, and the notes and related guarantees may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and other applicable securities laws.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the notes and related guarantees. Offers of the notes and related guarantees were made only by means of a private offering memorandum, and are not being made to any person in any jurisdiction in which such offer, sale or solicitation is unlawful.