MoneyGram to pay $80M and replace 3 on board

The settlement ends a long legal battle over mortgage investments that went sour. But the SEC is still investigating.

February 26, 2010 at 2:26AM

MoneyGram International Inc. agreed to replace three board members and pay $80 million to resolve claims that it defrauded investors by allegedly concealing its exposure to the subprime mortgage crisis until hundreds of millions of dollars in shareholder wealth was wiped out.

The settlement covers just a fraction of the losses incurred by an estimated 2,000 investors, including individuals, institutions and at least one teachers' pension fund.

Analysts said the removal of three board members is unusual, and could indicate that another large payout -- to federal regulators -- could be around the corner for the St. Louis Park-based company. The U.S. Securities and Exchange Commission is conducting an inquiry into MoneyGram's investments.

"The fact that there was a settlement does imply the SEC will do something," said Robert Dodd, an analyst at Morgan Keegan & Co. "Just what, and how much it will cost, remains to be seen."

A spokeswoman at MoneyGram said the SEC inquiry is "another matter," and the settlement does not affect the outcome of that inquiry. In a written statement, MoneyGram CEO Pamela Patsley said her goal is to refocus the company on its money-transfer business, and that the settlement "will put these claims behind us and move MoneyGram another step forward."

According to securities filings, the SEC is looking at MoneyGram's investment portfolio, whose losses nearly destroyed the company in early 2008. The company invested heavily in mortgage-backed securities that lost much of their value and became difficult to sell after the housing market began its sharp decline in late 2007. The company ultimately lost more than $1.6 billion on the securities.

The losses forced the company to sell a majority stake to an investment group led by private equity giant Thomas H. Lee Partners. The leveraged buyout left the company heavily in debt. Nearly all of the company's profits flow directly to its new owners as interest payments and preferred-share dividends. Common shares that traded as high as $30.11 in mid-2007 closed Thursday at $2.77 a share.

Dodd estimated that the $80 million payout represents just 3.5 percent of the total losses by MoneyGram shareholders, though he said that's in line with settlements in other class-action securities cases. "I think the embarrassment here isn't the settlement, it's watching this stock go from $30 to $3," he said.

The lawsuit, filed in Minneapolis in 2008, accused MoneyGram of "engaging in a knowing and/or reckless scheme to hide the truth about the disastrous results their reckless decisions caused."

In a conference call with analysts in July 2007, former MoneyGram CEO Philip Milne boasted of the robust growth in the company's money-transfer business. And Chief Financial Officer David Parrin assured analysts that the company's investment portfolio was stable, and that any loss in the value of its assets would be temporary. The executives "lied and told the public that MoneyGram owned investments collateralized by mortgages with better vintages," the lawsuit said.

The lawsuit alleged that Milne and other executives personally benefited by hiding the losses. MoneyGram's stock traded at inflated levels, allowing top executives to reap millions of dollars in compensation they would not have otherwise received. Milne, who stepped down in June 2008, received $4.8 million in 2006, partly because of his overly positive portrayal of the company's business, the lawsuit said.

The lead plaintiff in the case is the Oklahoma Teachers' Retirement System, which owned stock in the company. However, the settlement applies to any investor who bought or owned shares of MoneyGram between Jan. 24, 2007, and March 25, 2008.

As part of the settlement, three of MoneyGram's board members have decided not to seek re-election. They are Jess T. Hay, Othon Ruiz Montemayor and Albert M. Teplin. The company expects to replace these directors during the annual meeting in May. The changes mean MoneyGram's entire board and executive committee will be people named to those positions after Thomas H. Lee acquired the firm. The agreement is still subject to final approval of the court.

MoneyGram said that all but $20 million of the payout is covered by the company's insurance.

Chris Serres • 612-673-4308

about the writer

about the writer

Chris Serres

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Chris Serres is a staff writer for the Star Tribune who covers social services.

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