DALLAS, July 28, 2020 /PRNewswire/ — MoneyGram Worldwide, Inc. (NASDAQ: MGI) (“MoneyGram” or the “Company“), a worldwide chief in cross-border P2P funds and cash transfers, introduced at this time that its Board of Administrators (the “Board“) has adopted a Tax Advantages Preservation Plan (the “Plan“) designed to guard and protect the Firm’s current U.S. federal web working loss carryforwards (“NOLs“), U.S. federal tax credit score carryforwards and different tax attributes (collectively, the “Tax Attributes“), which may doubtlessly be utilized in sure circumstances to offset the Firm’s future U.S. federal revenue tax obligations. As of December 31, 2019, the Firm had estimated U.S. federal NOLs of roughly $45.4 million that might be out there to offset its future U.S. federal taxable revenue. As well as, as of December 31, 2019, the Firm had estimated U.S. federal tax credit score carryforwards of roughly $12.9 million that might be out there to scale back its U.S. federal revenue tax.
The Board adopted the Plan to guard the Firm’s Tax Attributes from doubtlessly reducing in worth upon sure possession adjustments involving “5% shareholders,” as outlined below Part 382 of the Inside Income Code (the “Code“). The Plan is much like tax profit preservation plans adopted by different publicly-held corporations with NOLs or different tax attributes that they want to protect and has a restricted length of three years.
The Firm’s skill to make use of its Tax Attributes could be considerably restricted if it had been to expertise an “ownership change,” as outlined below Part 382 of the Code. A company typically will expertise an possession change if the share of the company’s inventory owned by a number of 5% shareholders will increase by greater than 50 proportion factors over their lowest possession proportion inside a rolling three-year interval. The Plan reduces the chance that adjustments within the Firm’s investor base would restrict the Firm’s future use of its Tax Attributes, which might completely impair the worth of such Tax Attributes. The Firm believes that no possession change below Part 382 has occurred as of the date of this press launch.
To implement the Plan, the Board declared a dividend of 1 most popular share buy proper (a “Right“) for every excellent share of the Firm’s frequent inventory. The Rights will likely be issued to stockholders of report on the shut of enterprise on August 7, 2020 pursuant to the Tax Advantages Preservation Plan (the “Rights Agreement“) dated July 28, 2020, by and between the Firm and Equiniti Belief Firm, as Rights Agent. The Rights will likely be exercisable if an individual or group of individuals acquires 4.95% or extra of the Firm Inventory (as outlined within the Rights Settlement to incorporate excellent Firm frequent inventory, the Collection D Collaborating Convertible Most popular, the Second Lien Warrants and the Ripple Warrants). The Rights may even be exercisable if an individual or group of individuals that already owns 4.95% or extra of the Firm Inventory acquires a further share (aside from on account of a dividend or a inventory cut up). Current stockholders that beneficially personal in extra of 4.95% of the Firm Inventory will likely be “grandfathered in” at their present possession degree. If the Rights turn into exercisable, all holders of Rights, aside from the individual or group of individuals triggering the Rights, will likely be entitled to buy shares of the Firm’s frequent inventory at a 50% low cost. Rights held by the individual or group of individuals triggering the Rights will turn into void and won’t be exercisable.
The distribution of the Rights shouldn’t be taxable to the Firm’s stockholders. The Rights will commerce with the Firm’s frequent inventory and can expire on the shut of enterprise on July 28, 2023. The Rights will expire below different circumstances as described within the Rights Settlement, together with on the date set by the Board following a dedication that the Plan is not mandatory or fascinating for the preservation of the Tax Attributes or no Tax Attributes can be found to be carried ahead or are in any other case out there. The Board could terminate the Plan previous to the time the Rights are triggered or could redeem the Rights previous to the Distribution Date, as outlined within the Rights Settlement.
Further data with respect to the Plan and the associated Rights will likely be contained in a Present Report on Kind 8-Okay that the Firm will file with the Securities and Alternate Fee (“SEC“). The Rights issued within the Plan are issued pursuant to the Rights Settlement, a replica of which will likely be filed as an exhibit to the Present Report on Kind 8-Okay. For extra data concerning the Firm’s Tax Attributes, please confer with the Firm’s Annual Report on Kind 10-Okay for the 12 months ended December 31, 2019.
About MoneyGram Worldwide, Inc.
MoneyGram is a worldwide chief in cross-border P2P funds and cash transfers. Its consumer-centric capabilities allow household and pals to shortly and affordably ship cash in additional than 200 nations and territories, with over 70 nations now digitally enabled.
MoneyGram leverages its trendy, cellular, and API-driven platform and collaborates with the world’s main manufacturers to serve hundreds of thousands of individuals annually via each its walk-in enterprise and its direct-to-consumer digital enterprise.
With a powerful tradition of innovation and a relentless deal with using know-how to ship the world’s greatest buyer expertise, MoneyGram is main the evolution of digital P2P funds.
For extra data, please go to MoneyGram.com and observe @MoneyGram.
This communication comprises forward-looking statements that are protected as forward-looking statements below the Non-public Securities Litigation Reform Act of 1995 that aren’t restricted to historic info, however mirror MoneyGram’s present beliefs, expectations or intentions concerning future occasions. Phrases reminiscent of “may,” “will,” “could,” “should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursuant,” “target,” “continue,” and comparable expressions are supposed to establish such forward-looking statements. The statements on this communication that aren’t historic statements are forward-looking statements inside the that means of the federal securities legal guidelines. Particular forward-looking statements embody, amongst others, statements concerning the corporate’s projected outcomes of operations, particular elements anticipated to affect the corporate’s outcomes of operations, and the anticipated restructuring and reorganization program outcomes. Ahead-looking statements are topic to quite a few dangers and uncertainties, lots of that are past MoneyGram’s management, which might trigger precise outcomes to vary materially from the outcomes expressed or implied by the statements.
These dangers and uncertainties embody, however aren’t restricted to:
- the affect of the COVID-19 outbreak or future epidemics on our enterprise, together with the potential for work stoppages, lockdowns, shelter-in-place, or restricted motion tips, service delays, decrease shopper and industrial exercise;
- our skill to compete successfully;
- our skill to take care of key agent or biller relationships, or a discount in enterprise or transaction quantity from these relationships, together with our largest agent, Walmart, whether or not via the introduction by Walmart of extra competing “white label” branded cash switch merchandise or in any other case;
- our skill to handle fraud dangers from shoppers or brokers;
- the flexibility of us and our brokers to adjust to U.S. and worldwide legal guidelines and laws;
- litigation or investigations involving us or our brokers;
- uncertainties referring to compliance with the Modification to and Extension of Deferred Prosecution Settlement (the “Amended DPA“) entered into with the U.S. federal authorities and the impact of the Amended DPA on our popularity and enterprise and our skill to make funds required below the Amended DPA;
- laws addressing shopper privateness, knowledge use and safety;
- our skill to efficiently develop and well timed introduce new and enhanced services and our investments in new merchandise, companies or infrastructure adjustments;
- our skill to handle dangers related to our worldwide gross sales and operations;
- our providing of cash switch companies via brokers in areas which might be politically risky;
- adjustments in tax legal guidelines or an unfavorable consequence with respect to the audit of our tax returns or tax positions, or a failure by us to ascertain ample reserves for tax occasions;
- our substantial debt service obligations, important debt covenant necessities and credit score rankings;
- main financial institution failure or sustained monetary market illiquidity, or illiquidity at our clearing, money administration and custodial monetary establishments;
- the flexibility of us and our brokers to take care of ample banking relationships;
- a safety or privateness breach in programs, networks or databases on which we rely and disruptions to our laptop community programs and knowledge facilities;
- weak spot in financial circumstances, in each the U.S. and world markets;
- a major change, materials decelerate or full disruption of worldwide migration patterns;
- the monetary well being of sure European nations or the secession of a rustic from the European Union;
- our skill to handle credit score dangers from our brokers and official test monetary establishment shoppers;
- our skill to adequately defend our model and mental property rights and to keep away from infringing on the rights of others;
- our skill to handle dangers associated to the operation of retail places and the acquisition or start-up of companies;
- any restructuring actions and value discount initiatives that we undertake could not ship the anticipated outcomes and these actions could adversely have an effect on our enterprise;
- our capital construction;
- and uncertainties described within the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of MoneyGram’s public reviews filed with the SEC, together with MoneyGram’s Annual Report on Kind 10-Okay for the 12 months ended December 31, 2019 and Quarterly Studies on Kind 10-Q filed thereafter.
Further data regarding elements that might trigger precise outcomes to vary materially from these within the forward-looking statements is contained on occasion in MoneyGram’s SEC filings. MoneyGram’s SEC filings could also be obtained by contacting MoneyGram, via MoneyGram’s web site at ir.moneygram.com or via the SEC’s Digital Knowledge Gathering and Evaluation Retrieval System (“EDGAR”) at http://www.sec.gov. MoneyGram undertakes no obligation to publicly replace or revise any forward-looking assertion.
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