United States securities and exchange commission logo
August 20, 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
August 6, 2020
File No. 1-31950
Dear Mr. Angelilli:
We have reviewed your August 6, 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
July 21, 2020 letter.
Form 10-K for the Fiscal Year Ended December 31, 2019
Note 18 - Related Paerties, page F-44
1. We note your response
to comment 2. You state that you determined $4.10 per share is the
best estimate of fair
value as of the transaction date, considering both information known
to Ripple and Moneygram
in entering into the arrangement and the other factors you
identified in previous
responses and submissions. ASC 820 states that a quoted price in
an active market
provides the most reliable evidence of fair value and shall be used
without adjustment to
measure fair value whenever available, except in the limited
circumstances (ASC
820-10-35-41C). Please address the following:
Your common stock
is actively traded on an exchange and the price per share as of
the transaction
date was below $4.10 per share. As a result, tell us how you
Lawrence Angelilli
MoneyGram International Inc
August 20, 2020
Page 2
determined it was appropriate to adjust the Level 1 input, citing
the specific sub-
paragraph in ASC 820-10-35-41C you relied upon.
Describe the adjustments you made to the Level 1 input as of
the transaction date,
both qualitatively and quantitatively, to arrive at a $4.10 per
share fair value and
whether these adjustments were observable or unobservable. In
your response,
address which paragraphs within ASC 820 you relied upon in making
these
adjustments, as appropriate. For example, ASC 820-10-35-36B
addresses the
application of an adjustment when a market participant would take
into account the
characteristic of the asset or liability in a transaction.
Tell us which level the $4.10 per share is within the fair
value hierarchy.
2. We further note your response to comment 2 that on the conference call
on July 9, 2020
the company mistakenly indicated its accounting for the SPA and
commercial agreement.
Please describe your process, and related internal controls, for the
accounting for the two
Ripple agreements, including the valuation of both the equity issued
and the commercial
agreement. Tell us whether the related internal controls were
operating effectively as of
December 31, 2019.
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.
FirstName LastNameLawrence Angelilli Sincerely,
Comapany NameMoneyGram International Inc
Division of
Corporation Finance
August 20, 2020 Page 2 Office of Trade
& Services
FirstName LastName