OMAHA, Neb., Aug 30, 2005 /PRNewswire-FirstCall via COMTEX/ -- West Corporation (Nasdaq: WSTC) (the "Company") today announced that it has filed a shelf registration statement with the Securities and Exchange Commission relating to an underwritten offering by Gary and Mary West, the co-founders and majority stockholders of the Company, of up to 10 million shares of common stock owned by them, and an underwritten offering by the Company of up to $150 million aggregate principal amount of senior convertible notes. The shelf registration statement also covers the sale by the Wests of up to approximately 3 million shares of common stock owned by them pursuant to the call option transaction described below. The two underwritten offerings will not be conditioned on each other, and the timing and terms of each will be determined by market conditions and as set forth in prospectus supplements to be filed at the time of any offering.
The Wests intend to pursue a marketed and orderly sale of these shares for the purpose of diversifying a portion of their holdings. Following the sale of up to 10 million shares in the underwritten secondary offering, the Wests will remain the Company's largest stockholders, owning over 35 million shares, representing over 50% of the outstanding shares of the Company.
The senior convertible notes are expected to provide for net share settlement with the Company upon conversion. After taking into account the convertible note hedge described below, the Company does not expect that any conversion of the senior convertible notes will result in an increase in the number of shares of common stock issued and outstanding. The Company expects to use the net proceeds from the senior convertible notes to refinance existing indebtedness, to pay for the convertible note hedge described below and for other general corporate purposes.
Concurrently with the convertible debt offering, the Company intends to enter into a call option transaction with Goldman, Sachs & Co. (including its affiliates) relating to shares of common stock deliverable by the Company upon any conversion of the senior convertible notes. It is also expected that Goldman Sachs and the Wests will enter into a separate call option transaction for purchases by Goldman Sachs of up to approximately 3 million shares of common stock, the number of shares of common stock that would underlie the senior convertible notes. The shelf registration statement will also cover these shares.
About West Corporation
West Corporation provides business process outsourcing services in three segments: communication services (including dedicated agent, shared agent, automated and business-to-business services), conferencing services and receivables management services.
Founded in 1986 and headquartered in Omaha, Nebraska, West has a team of approximately 26,000 employees based in North America, Europe and Asia.
A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there by any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
When available, copies of the applicable prospectus supplement and prospectus relating to the offerings may be obtained from Goldman, Sachs & Co., Attention: Prospectus Department, 85 Broad St., New York, NY 10004, phone: 212-902-1171, fax: 212-902-3000.
This news release contains forward-looking statements within the meaning of the Federal securities laws. You can identify forward-looking statements by the use of such words as "will," "expect," "plan," "believe," "estimate," "intend," "continue," or the negative of such terms, or other comparable terminology. Forward-looking statements also include the assumptions underlying or relating to any of the foregoing statements. Our results or actions could differ materially from the expectations expressed in these statements. Further information regarding the factors that could cause actual results or actions to differ from our expectations can be found in documents filed by the company with the SEC, including our annual report on Form 10-K for the year ended December 31, 2004, and subsequently filed quarterly reports on Form 10-Q. We assume no obligation to update these forward-looking statements.
SOURCE West Corporation
West Corporation Investor Relations, +1-402-963-1500
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