MoneyGram 2013 Annual Report Download - page 105

Table of Contents
The following table is a summary of the activity of the Company’s stock authorized, issued and outstanding as of December 31 :
On September 27, 2011, the Company filed a Certificate of Elimination to eliminate the Company’
s Series A Junior Participating Preferred
Stock, par value $0.01 per share (the “Series A shares”),
which results in the shares resuming their status as undesignated preferred stock of the
Company. There were no Series A shares issued or outstanding in 2013 , 2012 or 2011 .
2011 Recapitalization —
Following shareholder approval on May 18, 2011, the Company completed its recapitalization transaction in
accordance with the Recapitalization Agreement (the “Recapitalization Agreement”),
dated as of March 7, 2011, as amended, by and among the
Company, affiliates and co-investors of Thomas H. Lee Partners, L.P. (“THL”)
and affiliates of Goldman Sachs (collectively with THL, the
“Investors”).
Pursuant to the Recapitalization Agreement, (i) THL converted all of its shares of Series B Participating Convertible Preferred
Stock, par value $0.01 per share (the “B Stock”), into 35.8 million
shares of common stock and (ii) Goldman Sachs converted all of its shares of
Series B-1 Participating Convertible Preferred Stock, par value $0.01 per share (the “B-1 Stock,” and collectively with the B Stock, the “
Series B
Stock”), into 157,686 shares of D Stock, and (iii) THL received 3.5 million additional shares of common stock and $140.8 million
in cash, and
Goldman Sachs received 15,503 additional shares of D Stock and $77.5 million
in cash. Collectively, these transactions are referred to as the
“2011 Recapitalization”.
Under the 2011 Recapitalization, the Investors received a cash dividend payment for amounts earned under the terms of
the Series B Stock for the period from March 26, 2011 through May 18, 2011. As a result of the 2011 Recapitalization, all amounts included in
mezzanine equity were converted into components of stockholders’ equity. During 2011, the Company recognized $5.4 million
for transaction
costs related to the 2011 Recapitalization, which are recorded in the “Other” line in the Consolidated Statements of Operations.
The following table is a summary of the transactional components of the 2011 Recapitalization and their corresponding impacts to Mezzanine
Equity and the components of Stockholders’ Deficit in the Consolidated Balance Sheets:
Participation Agreement between the Investors and Wal
-Mart Stores, Inc. — The Investors have a Participation Agreement with Wal-
Mart
Stores, Inc. (“Walmart”),
under which the Investors are obligated to pay Walmart certain percentages of any accumulated cash payments
received by the Investors in excess of the Investors’
original investment in the Company. While the Company is not a party to, and has no
obligations to Walmart or additional obligations to the Investors under, the Participation Agreement, the
F-35
D Stock
Common Stock
Treasury
Stock
(Shares in thousands) Authorized
Issued Outstanding Authorized Issued Outstanding
December 31, 2011
200
109
109
162,500
62,264
57,835
(4,429
)
Stock option exercised and release of
restricted stock units
—
—
—
—
—
22
22
December 31, 2012
200
109
109
162,500
62,264
57,857
(4,407
)
Stock option exercised and release of
restricted stock units
—
—
—
—
—
106
106
December 31, 2013
200
109
109
162,500
62,264
57,963
(4,301
)
2011 Stockholders’ Deficit
(Amounts in millions, except share data) Mezzanine
Equity
Preferred
Stock
Common
Stock
Additional
Paid-in
Capital
Retained
Loss
Total
Activity
Conversion of B Stock to common stock
$
(716.1
)
$
—
$
2.9
$
713.2
$
—
$
—
Conversion of B-1 Stock to D Stock
(394.2
)
394.2
—
—
—
—
Accretion of unamortized mezzanine equity discounts
76.1
—
—
— (
76.1
)
—
Additional stock consideration paid
—
52.7
0.3
95.5
(148.5
)
—
Non-cash activity
(1,034.2
)
446.9
3.2
808.7
(224.6
)
—
Additional cash consideration paid
—
—
—
— (
218.3
)
(218.3
)
Cash dividends paid on mezzanine equity
—
—
—
— (
20.5
)
(20.5
)
Cash activity
(238.8
)
(238.8
)
Total 2011 Recapitalization impact to Mezzanine Equity
and Stockholders’ Deficit
$
(1,034.2
)
$
446.9
$
3.2
$
808.7
$
(463.4
)
$
(238.8
)
Shares issued upon conversion
—
157,686
35,804,796
Additional stock consideration paid
—
15,503
3,520,358
Total new shares issued under the 2011 Recapitalization
—
173,189
39,325,154