OMAHA, NE, November 9, 2010 - West Corporation today announced that it is commencing a tender offer to purchase any and all of its outstanding $650 million in aggregate principal amount of 9.5% Senior Notes due 2014 (the "2014 Notes") through a cash tender offer (the "Tender Offer").
In connection with the Tender Offer, the Company is also soliciting the consents of holders of its 2014 Notes to certain proposed amendments to the indenture governing the 2014 Notes (the "Consent Solicitation"). The primary purpose of the Consent Solicitation and proposed amendments is to eliminate substantially all of the restrictive covenants and certain events of default from the indenture.
The Tender Offer will expire at 12:01 a.m. Eastern time on December 8, 2010 (the "Expiration Date"). Under the terms of the Tender Offer, holders of the 2014 Notes who validly tender and do not validly withdraw their 2014 Notes and consents prior to 5:00 p.m. Eastern time on November 23, 2010, such time and date which may be extended (the "Consent Date"), will receive the total consideration of $1,051.25 per $1,000 principal amount of 2014 Notes, which is equal to the "tender consideration" of $1,021.25 plus the "consent payment" of $30.00. Holders of the 2014 Notes who validly tender and do not validly withdraw their 2014 Notes and consents after the Consent Date, but prior to the Expiration Date, will receive the tender consideration, but not the consent payment. In both cases, holders whose 2014 Notes are purchased in the Tender Offer will also be paid accrued and unpaid interest from the most recent interest payment date on the 2014 Notes to, but not including, the applicable settlement date. This press release does not constitute a notice of redemption under the optional redemption provision of the indenture governing the 2014 Notes.
The Tender Offer is contingent upon the satisfaction of certain conditions, including (a) the completion of at least $650 million capital markets transaction and (b) the receipt of requisite consents in order to adopt the proposed amendments to the indenture governing the 2014 Notes. If any of the conditions are not satisfied, West Corporation is not obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered 2014 Notes and may even terminate the Tender Offer. Full details of the terms and conditions of the Tender Offer and Consent Solicitation are included in the Company's offer to purchase and consent solicitation, dated November 9, 2010.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Requests for documents may be directed to D.F. King & Co., Inc., the Information Agent, at (800) 769-4414 (toll-free) or (212) 269-5550 (collect).
Deutsche Bank Securities Inc. will act as Dealer Manager for the Tender Offer. Questions regarding the Tender Offer may be directed to Deutsche Bank Securities Inc. at (212) 250-6429 (collect).
About West Corporation
West Corporation is a leading provider of technology-driven, voice-oriented solutions. West offers its clients a broad range of communications and infrastructure management solutions that help them manage or support critical communications. West's customer contact solutions and conferencing services are designed to improve its clients' cost structure and provide reliable, high-quality services. West also provides mission-critical services, such as public safety and emergency communications.
Founded in 1986 and headquartered in Omaha, Nebraska, West serves Fortune 1000 companies and other clients in a variety of industries, including telecommunications, banking, retail, financial, technology and healthcare. West has sales and operations in the United States, Canada, Europe, the Middle East, Asia Pacific and Latin America. For more information on West Corporation, please call 1-800-841-9000 or visit www.west.com.
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