MoneyGram 2009 Annual Report Download - page 116

Table of Contents
MONEYGRAM INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Note 13 — Stockholders' Deficit
Rights Agreement — In connection with the spin-off, MoneyGram adopted a rights agreement (the "Rights Agreement") by and between
the Company and Wells Fargo Bank, N.A., as the rights agent. The preferred share purchase rights (the "rights") issuable under the Rights
Agreement were attached to the shares of MoneyGram common stock distributed in the spin-off. In addition, pursuant to the Rights
Agreement, one right was issued with each share of MoneyGram common stock issued after the spin-off.
As part of the recapitalization, the Company amended the Rights Agreement with Wells Fargo Bank, N.A. as rights agent to exempt the
issuance of the Series B Stock from the Rights Agreement. On November 3, 2008, the Company amended the Rights Agreement,
accelerating the expiration date to November 10, 2008. As of December 31, 2008, the Rights Agreement is no longer in effect.
Preferred Stock — The Company's Certificate of Incorporation provides for the issuance of up to 7,000,000 shares of preferred stock that
may be issued in one or more series, with each series to have certain rights and preferences as shall be determined by unlimited discretion
of the Company's Board of Directors, including, without limitation, voting rights, dividend rights, conversion rights, redemption
privileges and liquidation preferences. At December 31, 2009 and 2008, the Company had the following designations of preferred shares:
2,000,000 shares of Series A junior participating preferred stock ("Series A Stock"); 800,000 shares of B Stock; 500,000 shares of B-1
Stock; and 200,000 shares of Series D Stock. At December 31, 2009 and 2008, no Series A Stock or Series D Stock is issued or
outstanding. See Note 12 — Mezzanine Equity for further information on the B Stock, B-1 Stock and Series D Stock.
Common Stock — The Company's Certificate of Incorporation provides for the issuance of up to 1,300,000,000 shares of common stock
with a par value of $0.01. In connection with the spin-off, MoneyGram was recapitalized such that there were 88,556,077 shares of
MoneyGram common stock issued. The holders of MoneyGram common stock are entitled to one vote per share on all matters to be
voted upon by its stockholders. The holders of common stock have no preemptive or conversion rights or other subscription rights. There
are no redemption or sinking fund provisions applicable to the common stock. The determination to pay dividends on common stock will
be at the discretion of the Board of Directors and will depend on the Company's financial condition, results of operations, cash
requirements, prospects and such other factors as the Board of Directors may deem relevant. No dividends were paid in 2009. Under the
terms of the equity securities and debt issued in connection with the recapitalization, the Company's ability to declare or pay dividends or
distributions to the stockholders of the Company's common stock is severely limited. The following is a summary of common stock
issued and outstanding at December 31:
(Amounts in thousands) 2009 2008
Common shares issued 88,556 88,556
Treasury stock (6,041) (5,999)
Common shares outstanding 82,515 82,557
Treasury Stock — The Board of Directors has authorized the repurchase of a total of 12,000,000 shares. As of December 31, 2009, the
Company has repurchased 6,795,000 shares of common stock under this authorization and
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