MoneyGram (MGI) Authorizes One-for-Eight Reverse Split

November 14, 2011 9:12 AM EST
MoneyGram International, Inc. (NYSE: MGI) has filed a certificate of amendment to its Amended and Restated Certificate of Incorporation to effect a 1-for-8 reverse stock split and to proportionately decrease the number of authorized shares of common stock. At a special meeting of stockholders held on October 31, 2011, MoneyGram’s stockholders granted to the Board of Directors the authority to effect a reverse stock split, reduce the number of authorized shares, determine the exact reverse stock split ratio and proceed with the reverse stock split, in the Board’s discretion.

The reverse stock split is effective as of November 14, 2011, and the common stock will begin trading on a split-adjusted basis on the New York Stock Exchange at the opening of trading on November 15, 2011. Beginning on November 15, 2011, the common stock will trade for 20 trading days under the symbol “MGID” to indicate that the reverse stock split has occurred. Thereafter, MoneyGram’s trading symbol will revert to its original symbol, “MGI.” In addition, shares of MoneyGram common stock will trade under a new CUSIP number effective November 15, 2011.

At the effective time of the reverse stock split, every eight shares of MoneyGram’s issued and outstanding common stock were automatically converted into one issued and outstanding share of common stock without any change in the par value per share. As a result of the reverse stock split, the number of issued and outstanding shares of common stock has been reduced from approximately 398.7 million to approximately 49.8 million. In addition, the total number of authorized shares of common stock has been reduced from 1.3 billion to 162.5 million.

No fractional shares will be issued in connection with the reverse stock split. Following the completion of the reverse stock split, MoneyGram’s exchange agent, Wells Fargo Shareowner Services, will aggregate all fractional shares that otherwise would have been issued as a result of the reverse stock split and those shares will be sold into the market. Stockholders who would otherwise hold a fractional share of common stock will receive a cash payment from the proceeds of that sale in lieu of such fractional share. Stockholders will receive instructions from Wells Fargo Shareowner Services as to how to exchange existing share certificates for book entry shares representing the post-reverse split shares.

Also on the effective date, the conversion ratio for MoneyGram’s Series D Participating Convertible Preferred Stock (the “Series D Stock”) has been automatically adjusted pursuant to the terms of the Amended and Restated Series D Participating Convertible Preferred Stock Certificate of Designations (the “Series D Certificate of Designations”) from 1,000 to 125. As a result, the 173,189.5678 shares of Series D Stock outstanding will be convertible into 21,648,692 shares of common stock on the terms set forth in the Series D Certificate of Designations.

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