SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. ) *
MoneyGram International, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
60935Y208
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☒ Rule 13d-1(b)
☐ Rule 13d-1(c)
☐ Rule 13d-1(d)
(Page 1 of 6 Pages)
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. | 60935Y208 | 13G | Page 2 of 6 Pages |
| 1. |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Pentwater Capital Management LP | ||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐ (b) ☒ | |
| 3. |
SEC USE ONLY
| ||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER
5,855,000 |
|
| 6. |
SHARED VOTING POWER
0 |
||
|
7.
|
SOLE DISPOSITIVE POWER
5,855,000 |
||
|
8.
|
SHARED DISPOSITIVE POWER
0 |
||
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,855,000 | ||
| 10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
☐ | |
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.07% | ||
| 12. |
TYPE OF REPORTING PERSON*
IA | ||
| CUSIP No. | 60935Y208 | 13G | Page 3 of 6 Pages |
| Item 1(a). | Name of Issuer: | |
MoneyGram International, Inc. | ||
| Item 1(b). | Address of Issuer's Principal Executive Offices: | |
2828 N. Harwood Street, 15th Floor Dallas, TX 75201 | ||
| Item 2(a). | Name of Person Filing: | |
Pentwater Capital Management LP
| ||
| Item 2(b). | Address of Principal Business Office, or if None, Residence: | |
The principal business address of the Reporting Person is: 1001 10th Avenue South, Suite 216, Naples, FL 34102.
|
||
| Item 2(c). | Citizenship: | |
Delaware, USA |
||
| Item 2(d). | Title of Class of Securities: | |
Common Stock, par value $0.01 per share | ||
| Item 2(e). | CUSIP Number: | |
60935Y208 | ||
| Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: | |
| (a) | ☐ | Broker or dealer registered under Section 15 of the Exchange Act. |
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Exchange Act. |
| (c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Exchange Act. |
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act. |
| (e) | ☐ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
| (g) | ☐ | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
(h) |
☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; |
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; |
| CUSIP No. | 60935Y208 | 13G | Page 4 of 6 Pages |
| (j) | ☐ | A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); |
| (k) | ☐ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:
______________________
| Item 4. | Ownership. | ||
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | |||
| (a) | Amount beneficially owned: |
||
Pentwater Capital Management LP – 5,855,000 | |||
| (b) | Percent of class: |
||
Pentwater Capital Management LP – 6.07% | |||
| (c) | Number of shares as to which such person has: |
||
| (i) | Sole power to vote or to direct the vote: | 5,855,000 | |
| (ii) | Shared power to vote or to direct the vote: | 0 | |
| (iii) | Sole power to dispose or to direct the disposition of: |
5,855,000 | |
| (iv) | Shared power to dispose or to direct the disposition of: |
0 | |
| CUSIP No. | 60935Y208 | 13G | Page 5 of 6 Pages |
| Item 5. | Ownership of Five Percent or Less of a Class. |
|
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the following ☐
| |
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person. |
| N/A | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| N/A | |
| Item 8. | Identification and Classification of Members of the Group. |
| N/A | |
| Item 9. | Notice of Dissolution of Group. |
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
| |
| N/A | |
| Item 10. | Certifications. |
|
"By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11."
| |
| CUSIP No. | 60935Y208 | 13G | Page 6 of 6 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
PENTWATER CAPITAL MANAGEMENT LP
By: Halbower Holdings, Inc., its general partner
By: /s/ Matthew Halbower
Name: Matthew Halbower
Title: Chief Executive Officer
Dated: February 14, 2023