SecProbe.io

United States securities and exchange commission logo
July 21, 2020
Lawrence Angelilli
Chief Financial Officer
MoneyGram International Inc
2828 N. Harwood St., 15th Floor
Dallas, Texas 75201
Re:MoneyGram International Inc
Form 10-K for the Fiscal Year Ended December 31, 2019
Response dated May 29, 2020
File No. 1-31950
Dear Mr. Angelilli:
            We have reviewed your May 29, 2020 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
May 18, 2020 letter.
Response dated May 29, 2020
EBITDA, Adjusted EBITDA, Adjusted Free Cash Flow and Constant Currency, page 35
1.We reviewed your response to comment 1.  Please tell us your consideration of the
guidance in Question 100.01 of the Non-GAAP Compliance and Disclosure
Interpretations related to your presentation of Adjusted EBITDA and Adjusted Free Cash
Flow and the exclusion of normal, recurring, cash operating expenses necessary to operate
your business from the non-GAAP measures.
Note 18 - Related Parties, page F-44
2.We note your response to comment 4 and the additional details you provided on a
conference call on July 9, 2020.  Please address the following items:
•Further explain your analysis of the commercial agreement and if and how you

 FirstName LastNameLawrence Angelilli
 Comapany NameMoneyGram International Inc
 July 21, 2020 Page 2
 FirstName LastName
Lawrence Angelilli
MoneyGram International Inc
July 21, 2020
Page 2
considered whether the commercial agreement should be combined with the SPA and
treated as a multiple element arrangement.  Alternatively, tell us if the commercial
agreement and SPA were accounted for separately.
•If applicable, please tell us what authoritative accounting guidance you applied (or
applied by analogy) when determining the appropriate method to separate and
allocate the total consideration received under the SPA and commercial agreement.
Please explain any alternative views you considered when applying the authoritative
guidance.
•If you did not believe determining the fair value of the commercial agreement was
relevant or necessary to your accounting conclusion, please explain the basis for that
determination.
•If you were to have determined that the consideration paid under the SPA was in
excess of the fair value of the equity instruments issued to Ripple, tell us how you
would have allocated that excess consideration.  To the extent the excess would be
allocated to the commercial agreement, please tell us how the amount would be
recognized.

            You may contact Tony Watson at (202) 551-3318 or Bill Thompson at (202) 551-3344 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Trade & Services