Madison Dearborn Capital Partners VIII-A, L.P., Madison Dearborn Capital Partners VIII-C, L.P., Madison Dearborn Capital Partners VIII Executive-A, L.P. and Madison Dearborn Capital Partners VIII Executive-A2, L.P. managed by Madison Dearborn Partners, LLC entered into an agreement to acquire MoneyGram International, Inc. (NasdaqGS:MGI) from Donerail Group LP and others for $1 billion on February 14, 2022. Under the terms of the agreement, Madison Dearborn will acquire all outstanding shares of MoneyGram for $11 per share in an all-cash transaction valued at approximately $1.8 billion. In addition, upon the closing of the transaction MDP will be refinancing the MoneyGram's outstanding debt, which was $799 million as of December 31, 2021. The transaction will be funded through equity financing of $810 million, and, debt financing, provided by Goldman Sachs & Co. LLC, Deutsche Bank Securities Inc. and Barclays, of $800 million in senior secured first lien loan facilities and in the event merger sub is unable to complete a private placement of a junior financing in an aggregate principal amount of $500 million prior to closing of the merger, an unsecured senior bridge facility in an aggregate principal amount up to $500 million under certain circumstances. The agreement includes a 30-day “go-shop” period expiring on March 16, 2022. On March 16, 2022, the 30-day “go-shop” period expired and none of the third parties contacted by MoneyGram or BofA Securities provided an alternative acquisition proposal by the go-shop deadline. Upon completion of the transaction, MoneyGram will become a private company and MoneyGram shares will no longer be listed on any public market. Following the close of the transaction, it is expected that MoneyGram will continue to operate under the MoneyGram brand and be led by Alex Holmes and the company’s existing leadership team. MoneyGram will maintain its headquarters in Dallas, Texas. MoneyGram will pay a termination fee of $32.8 million to Madison Dearborn Partners, LLC, in case MoneyGram terminates the transaction. Madison Dearborn Partners will pay a fee of $65.5 million to MoneyGram, in case Madison Dearborn Partners terminates the transaction.

The transaction is subject to approval by MoneyGram shareholders, receipt of regulatory approvals, including required approvals in various jurisdictions related to money transmitter licenses, expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other customary closing conditions. The transaction is also subject to final international money transmission regulatory approval from the Reserve Bank of India. The transaction has been unanimously approved by the MoneyGram Board of Directors, and also approved by the Board of Directors of Madison Dearborn Partners. Donerail Group LP intends to vote its shares in favor of the transaction. As of May 23, 2022, the shareholders of MoneyGram have overwhelmingly approved the transaction. As of May 23, 2022, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 has expired. As of November 29, 2022, the Banking Division of the Department of Financial Services of the state of New York has approved the agreement. Earlier in December 2022, the California's Department of Financial Protection and Innovation has approved the transaction. As of December 21, 2022, the parties the parties have obtained all but one approval from international money transmission regulators and have received approval from the Financial Conduct Authority (FCA) in the United Kingdom and the National Bank of Belgium where MoneyGram holds its European license, and in addition parties received all required international antitrust and foreign direct investment approvals. As of May 4, 2023, the parties received approval from the Reserve Bank of India. As a result, all money transmission regulators in all applicable domestic and international jurisdictions have now provided their approval or non-objection of the transaction. All other regulatory conditions to closing had previously been met. The transaction is expected to close in the fourth quarter of 2022. As of December 21, 2022, the transaction is expected to complete early in the first quarter of 2023. The parties have agreed to extend the End Date beyond February 14, 2023, in accordance with the Merger Agreement, to May 14, 2023. The parties now expect to close the transaction either late in the first quarter or early in the second quarter of 2023. As of May 4, 2023, the transaction is expected to close on or before June 1, 2023.

Paul Hastings LLP, and Alan J. Bogdanow, Lande A. Spottswood, David D’Alessandro, Dario Mendoza, Cris Dewar, Ephraim (“Fry”) Wernick, Hill Wellford, David Smith, Rick Sofield, Elizabeth McIntyre, Craig Zieminski, Rajesh Patel, James Meyer and Sean Becker of Vinson & Elkins LLP acted as legal advisors to MoneyGram. BofA Securities, Inc. acted as financial advisor and fairness opinion provider to MoneyGram. Goldman Sachs & Co. LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Barclays acted as financial advisors to Madison Dearborn Partners. Neal J. Reenan, Ian N. Bushner, Christopher Drewry, Michael Bosworth, Todd Beauchamp, Jennifer Pepin, Kelly Smith Fayne, Hector Armengod, Joseph Simei, Jana Dammann de Chapto, Eric Volkman, Erin Brown Jones, Douglas Yatter, Benjamin Naftalis, Fiona Maclean, Robert Blamires, Jeremiah Wolsk, Christian McDermott, Katharine Moir, Nineveh Alkhas, Jeffrey Anderson and James Barrett of Latham & Watkins LLP, Kirkland & Ellis LLP and Covington & Burling LLP acted as legal advisors to Madison Dearborn Partners. MoneyGram engaged Alliance Advisors LLC to assist in the solicitation of proxies for the special meeting. MoneyGram estimate that it will pay Alliance a fee of approximately $15,000, plus customary administrative fees for expenses related to calls made to or received from our stockholders. Equiniti Trust Company acted as transfer agent to MoneyGram.

Madison Dearborn Capital Partners VIII-A, L.P., Madison Dearborn Capital Partners VIII-C, L.P., Madison Dearborn Capital Partners VIII Executive-A, L.P. and Madison Dearborn Capital Partners VIII Executive-A2, L.P. managed by Madison Dearborn Partners, LLC completed the acquisition of MoneyGram International, Inc. (NasdaqGS:MGI) from Donerail Group LP and others on June 1, 2023. MoneyGram's common stock has ceased trading and will be delisted from the Nasdaq stock market.