Current Report Filing (8-k)
21 1월 2017 - 6:31AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_______________________________
FORM 8-K
_______________________________
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the
Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported):
January 19, 2017
_______________________________
THE WESTERN UNION
COMPANY
(Exact name of registrant
as specified in charter)
_______________________________
Delaware
|
001-32903
|
20-4531180
|
(State or other jurisdiction
|
(Commission
|
(I.R.S. Employer
|
of incorporation)
|
File Number)
|
Identification
No.)
|
12500 East Belford Avenue
|
|
Englewood, Colorado
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80112
|
(Address of principal executive
offices)
|
(Zip Code)
|
(866)
405-5012
(Registrants telephone number, including area
code)
N/A
(Former name or former address, if changed since last
report.)
_______________________________
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions
(
see
General Instruction A.2. below):
☐
|
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
|
☐
|
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
|
☐
|
Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐
|
Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item 1.01 Entry into a
Material Definitive Agreement.
On January 19, 2017, The
Western Union Company (the Company) announced that it, or its subsidiary
Western Union Financial Services, Inc., as specified below, had entered into (1)
a Deferred Prosecution Agreement (the DPA) with the United States Department
of Justice (DOJ), and the United States Attorneys Offices for the Eastern and
Middle Districts of Pennsylvania, the Central District of California, and the
Southern District of Florida (collectively, the USAOs), (2) a Stipulated Order
for Permanent Injunction and Final Judgment (the Consent Order) with the
United States Federal Trade Commission (FTC), and (3) a Consent to the
Assessment of Civil Money Penalty with the Financial Crimes Enforcement Network
(FinCEN) of the United States Department of Treasury (the FinCEN Agreement),
to resolve the respective investigations of those agencies. As previously
disclosed in the Companys filings with the United States Securities and
Exchange Commission, the investigations by the DOJ and FTC focused primarily on
the Companys oversight of certain agents and whether its anti-fraud program, as
well as its anti-money laundering controls, adequately prevented misconduct by
those agents and third parties. FinCEN provided notice to the Company dated
December 16, 2016 of its investigation regarding possible violations of the
United States Bank Secrecy Act. The DPA, Consent Order, and FinCEN Agreement are
collectively referred to herein as the Agreements.
Under the Agreements, the
Company will, among other things, (1) pay an aggregate amount of $586 million to
the DOJ to be used to reimburse consumers who were the victims of third-party
fraud conducted through the Companys money transfer services (the Compensation
Payment), and (2) retain an independent compliance auditor for three years to
review and assess actions taken by the Company under the Agreements to further
enhance its oversight of agents and protection of consumers. The FinCEN
Agreement also sets forth a civil penalty of $184 million, the full amount of
which will be deemed satisfied by the Compensation Payment, without any
additional payment or non-monetary obligations. No separate payment to the FTC
is required under the Agreements. If the Company fails to comply with the
Agreements, it could face criminal prosecution, civil litigation, significant
fines, damage awards or regulatory consequences which could have a material
adverse effect on the Company's business, financial condition, results of
operations, and cash flows.
The foregoing summary of
the Agreements does not purport to be complete and is subject to, and qualified
in its entirety by reference to, the full text of the Agreements, which are
filed as Exhibits 10.1, 10.2, and 10.3 to this current report on Form 8-K and
incorporated by reference into this Item 1.01. The Companys press release
announcing its entry into the Agreements is attached as Exhibit 99.1.
Item 9.01 Financial
Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number
|
|
Description of Exhibit
|
10.1
|
|
Deferred Prosecution Agreement
dated January 19, 2017 by and between The Western Union Company, the
United States Department of Justice, and the United States Attorneys
Offices for the Eastern and Middle Districts of Pennsylvania, the Central
District of California, and the Southern District of Florida
|
10.2
|
|
Stipulated Order for Permanent Injunction and Final Judgment
dated January 19, 2017 by and between The Western Union Company and the
United States Federal Trade Commission
|
10.3
|
|
Consent to the Assessment of Civil
Money Penalty dated January 19, 2017 by and between Western Union
Financial Services, Inc. and the Financial Crimes Enforcement Network of
the United States Department of Treasury
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99.1
|
|
Press release issued by The Western Union Company on January
19, 2017.
|
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Date: January 20, 2017
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THE WESTERN UNION COMPANY
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|
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By:
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/s/
D
ARREN
A. D
RAGOVICH
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Name:
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Darren A.
Dragovich
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Title:
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Vice
President and Assistant Secretary
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EXHIBIT INDEX
Exhibit
Number
|
|
Description of Exhibit
|
10.1
|
|
Deferred Prosecution Agreement
dated January 19, 2017 by and between The Western Union Company, the
United States Department of Justice, and the United States Attorneys
Offices for the Eastern and Middle Districts of Pennsylvania, the Central
District of California, and the Southern District of Florida
|
10.2
|
|
Stipulated Order for Permanent Injunction and Final Judgment
dated January 19, 2017 by and between The Western Union Company and the
United States Federal Trade Commission
|
10.3
|
|
Consent to the Assessment of Civil
Money Penalty dated January 19, 2017 by and between Western Union
Financial Services, Inc. and the Financial Crimes Enforcement Network of
the United States Department of Treasury
|
99.1
|
|
Press release issued by The Western Union Company on January
19, 2017.
|
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