MoneyGram International, Inc. (NASDAQ:MGI) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

Merger Agreement Amendment

On April15, 2017, MoneyGram International, Inc. (the Company), a
Delaware corporation, Alipay (UK) Limited, a United Kingdom
limited company (Alipay), Matrix Acquisition Corp., a Delaware
corporation and a subsidiary of Alipay (Merger Sub) and Alipay
(Hong Kong) Holding Limited, a Hong Kong limited company
(Guarantor), entered into the First Amendment to the Agreement
and Plan of Merger (the Merger Agreement Amendment) to that
certain Agreement and Plan of Merger, dated as of January26,
2017, by and among the Company, Alipay, Merger Sub and, solely
for the limited purposes therein, Guarantor (the Merger
Agreement).

The Merger Agreement Amendment increased the merger consideration
from $13.25 in cash to $18.00 in cash, without interest, less any
applicable tax withholding, for each share of the Companys common
stock and preferred stock on an as-converted basis. The Merger
Agreement Amendment also increased from $30 million to $41
million the termination fee payable by the Company in connection
with the termination of the Merger Agreement under specified
circumstances, including the termination of the Merger Agreement
by the Company to accept a Company Superior Proposal (as defined
in the Merger Agreement), the termination of the Merger Agreement
by Alipay following a change of recommendation by the Companys
Board of Directors, and other customary circumstances.
Additionally, the Merger Agreement Amendment increased from $60
million to $82 million the termination fee payable by Alipay in
certain circumstances involving termination of the Merger
Agreement following a failure by Alipay to consummate the merger
or a willful and material breach by Alipay, Merger Sub or
Guarantor. The Merger Agreement Amendment also increased from
$17.5 million to $30 million the termination fee payable by
Alipay in certain circumstances involving a termination of the
Merger Agreement when approval by the Committee on Foreign
Investment in the United States under the Defense Production Act
has not been obtained.

The Merger Agreement Amendment also provides that the Company
must convene and hold the Company Stockholders Meeting (as
defined in the Merger Agreement) on May16, 2017, and that the
Company is not permitted to change the date of, postpone, recess
or adjourn the Company Stockholders Meeting without the prior
written consent of Alipay except in certain limited
circumstances. Such circumstances include (a)if there are
insufficient shares of Company common stock represented to
constitute a quorum necessary to conduct the business of the
Company Stockholders Meeting or (b)to the extent that the Company
has reasonably determined, after consultation with outside legal
counsel and Alipay (and its outside counsel), that such
postponement, recess or adjournment (which cannot exceed five
business days or such longer period as the parties may agree) is
necessary to ensure that any supplement or amendment to the proxy
statement required by applicable law with respect to any event,
circumstance, discovery of information or other set of facts
first arising after the date the Merger Agreement Amendment was
entered into is provided to the Companys stockholders in advance
of the Company Stockholders Meeting.

The Merger Agreement Amendment also provides that the Company
must terminate any discussions or negotiations with any persons
other than Alipay with respect to any Company Acquisition
Proposal (as defined in the Merger Agreement) pending as of, or
made prior to, the date the Merger Agreement Amendment was
entered into.

All other material terms of the Merger Agreement, which was
previously filed by the Company as Exhibit 2.1 to the Current
Report on Form 8-K, dated January26, 2017, remain substantially
the same and in full force and effect as originally executed.

The foregoing description of the Merger Agreement Amendment is
only a summary, does not purport to be complete and is qualified
in entirety by reference to the Merger Agreement Amendment, which
is attached as Exhibit 2.1 to this report and incorporated herein
by reference.

On April16, 2017, the Company and Alipay issued a joint press
release announcing the execution of the Merger Agreement
Amendment and the determination by the Board of Directors of the
Company that the binding offer received from Euronet Worldwide,
Inc., dated April14, 2017, to acquire all of the outstanding
shares of the Companys common stock and preferred stock (on an
as-converted basis) was not a Company Superior Proposal as

defined in the Merger Agreement and that entering into the Merger
Agreement Amendment was in the best interests of the Company and
its stockholders. The joint press release also notes that
MoneyGrams Board of Directors determined to recommend that
MoneyGram stockholders approve the Merger Agreement, as amended
by the Merger Agreement Amendment, at the Company Stockholders
Meeting. A copy of the joint press release is attached hereto as
Exhibit 99.1 and incorporated herein by reference.

Additional Information for Stockholders

The proposed transactions will be submitted to the stockholders
of the Company for their consideration. In connection with the
proposed merger, the Company has filed a definitive proxy
statement and other materials with the Securities and Exchange
Commission (the SEC) and mailed such definitive proxy statement
to its stockholders of record as of April7, 2017. In addition,
the Company will also file other relevant documents with the SEC
regarding the amended merger agreement and the proposed
transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
PROXY STATEMENT(S) AND OTHER DOCUMENTS THAT HAVE BEEN OR MAY BE
FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY
CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Investors and
security holders may obtain a free copy of the proxy statement(s)
and other documents filed with the SEC by the Company, at the
Companys website, corporate.moneygram.com, or at the SECs
website, www.sec.gov. The proxy statement(s) and other
relevant documents may also be obtained for free from the Company
by writing to MoneyGram International, Inc., 2828 North Harwood
Street, 15th Floor, Dallas, Texas 75201, Attention: Investor
Relations.

Participants in the Solicitation

The Company and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from the
stockholders of the Company in connection with the proposed
transaction. Information about the directors and executive
officers of the Company is set forth in the Proxy Statement
onSchedule 14Afor the 2016 annual meeting of stockholders for the
Company, which was filed with the SEC on April4, 2016. This
document can be obtained free of charge from the sources
indicated above. Other information regarding the participants in
the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, is
contained in the definitive proxy statement and other relevant
materials to be filed with the SEC when they become available.

Cautionary Statement Regarding Forward-Looking
Statements

This Form 8-K contains forward-looking statements which are
protected as forward-looking statements under the Private
Securities Litigation Reform Act of 1995 that are not limited to
historical facts, but reflect the Companys current beliefs,
expectations or intentions regarding future events. Words such as
may, will, could, should, expect, plan, project, intend,
anticipate, believe, estimate, predict, potential, , target,
continue, and similar expressions are intended to identify such
forward-looking statements. The statements in this Form 8-K that
are not historical statements are forward-looking statements
within the meaning of the federal securities laws, including,
among other things, statements regarding the likelihood of the
merger with Alipay being consummated and the timing of the
special meeting. These statements are subject to numerous risks
and uncertainties, including the risk that the conditions to the
closing of the merger may not be consummated or that Euronet
Worldwide, Inc. or a third party may make a revised proposal with
respect to an alternative transaction to the merger, many of
which are beyond the Companys control, which could cause actual
results to differ materially from the results expressed or
implied by the statements.

Additional information concerning factors that could cause actual
results to differ materially from those in the forward-looking
statements is contained from time to time in the Companys SEC
filings. The Companys filings may be obtained by contacting the
Company or the SEC or through the Companys web site at
corporate.moneygram.com or through the SECs Electronic Data
Gathering and Analysis Retrieval System (EDGAR) at
http://www.sec.gov. The Company and Alipay undertake no
obligation to publicly update or revise any forward-looking
statement.

About MoneyGram International, Inc. (NASDAQ:MGI)

MoneyGram International, Inc. is a provider of money transfer services. The Company operates through two segments: Global Funds Transfer and Financial Paper Products. The Company’s Global Funds Transfer segment offers money transfer services and bill payment services primarily to unbanked and underbanked consumers. It utilizes point-of-sale platforms, including AgentConnect, DeltaWorks, Delta T3 and MoneyGram Online. The bill payment service includes ExpressPayment service. The Company offers its services under the MoneyGram brand. The Company’s Financial Paper Products segment offers money orders to consumers through its retail agents and financial institutions located across the United States and Puerto Rico. Its Financial Paper Products segment provides official check outsourcing services for financial institutions across the United States. The Company also offers Digital/Self-Service solutions, such as moneygram.com, mobile solutions, account deposit and kiosk-based services.

MoneyGram International, Inc. (NASDAQ:MGI) Recent Trading Information

MoneyGram International, Inc. (NASDAQ:MGI) closed its last trading session down -0.04 at 16.51 with 211,909 shares trading hands.