West Corporation
WEST CORP (Form: 8-K, Received: 08/25/2009 17:08:36)
 
 
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
August 20, 2009
(Date of Earliest Event Reported)
West Corporation
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
     
000-21771   47-0777362
(Commission File Number)   (I.R.S. Employer Identification No.)
11808 Miracle Hills Drive, Omaha, Nebraska 68154
(Address of principal executive offices)
Registrant’s telephone number, including area code: (402) 963-1200
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):
o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 8.01 Other Events
     On August 20, 2009, West Corporation (“West” or the “Company”), issued a press release announcing lender consent to an amendment (the “Fifth Amendment”) to the Credit Agreement, dated as of October 24, 2006, by and among West, Lehman Commercial Paper, Inc., as initial administrative agent and the various lenders party thereto, as lenders, as previously amended as of February 14, 2007, May 11, 2007, May 16, 2008 and August 10, 2009 (as so amended, the “Credit Agreement”). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference in its entirety.
     The Fifth Amendment would permit West to, among other things, (i) agree with individual lenders to extend the maturity of their term loans or extend or refinance their revolving credit commitments under the Credit Agreement, and pay a different interest rate or otherwise modify certain terms of their loans or revolving commitments in connection with such an extension, and (ii) issue new secured notes, which may include indebtedness secured on a pari passu basis with the obligations under the Credit Agreement, so long as, among other things, the net cash proceeds from any such issuance are used to prepay certain loans under the Credit Agreement at par.
     In connection with the execution of the Fifth Amendment, West expects to extend the maturity date for $1 billion of its existing term loans from October 24, 2013 to July 15, 2016 (or July 15, 2014, under certain circumstances related to the amount of outstanding senior notes and the senior secured leverage ratio in effect as of such date) and the interest rate margins of such extended term loans would be increased. The interest rate margins for the extended term loans would be based on the Company’s corporate debt rating based on a grid, which ranges from 3.625% to 4.25% for LIBOR rate loans (as of August 24, 2009, LIBOR plus 3.875%), and from 2.625% to 3.25% for base rate loans (as of August 24, 2009, base rate plus 2.875%).
     The foregoing description of the Fifth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Fifth Amendment, which is expected to be filed following execution.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits

 


 

     
Exhibit No.   Description of Exhibit
 
   
99.1
  Press release, dated August 20, 2009, reporting lender consent to amend the Senior Secured Credit Agreement.

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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.
         
  WEST CORPORATION
 
 
Dated: August 25, 2009  By:   /s/ Nancee R. Berger    
    Nancee R. Berger   
    President and Chief Operating Officer 

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EXHIBIT INDEX
     
Exhibit No.   Description of Exhibit
 
   
99.1
  Press release, dated August 20, 2009, reporting lender consent to amend the Senior Secured Credit Agreement.

 

Exhibit 99.1
(WEST LOGO)
     
West Corporation
  AT THE COMPANY:
11808 Miracle Hills Drive
  David Pleiss
Omaha, NE 68154
  Investor Relations
 
  (402) 963-1500
 
  dmpleiss@west.com
West Corporation to Amend Credit Agreement
OMAHA, NE, August 20, 2009 — West Corporation, a leading provider of outsourced communication solutions, today announced it has received lender consent to amend its Senior Secured Credit Agreement.
“In connection with the amendment, West expects to extend the maturity date for $1 billion of its existing term loans from October 24, 2013 to July 15, 2016 with the interest rate margins of such extended term loans increasing by 1.50 percent,” said West Corp. Chief Financial Officer, Paul Mendlik.
The amendment would permit West to, among other things, agree with individual lenders to make additional extensions of their term loans or extend or refinance their revolving credit commitments under the Credit Agreement, and to issue new secured notes.
About West Corporation
West Corporation is a leading provider of outsourced communication solutions to many of the world’s largest companies, organizations and government agencies. West combines telephony, technology and human capital to help its clients communicate effectively, maximize the value of their customer relationships and drive greater profitability from customer related transactions. The company’s integrated suite of customized solutions includes worldwide conferencing, emergency communications, customer care, customer acquisition, customer retention, business-to-business sales, account management and accounts receivable management services.
Founded in 1986 and headquartered in Omaha, Nebraska, West has a team of 43,000 employees based in North America, Europe and Asia. For more information on West Corporation, please call 1-800-841-9000 or visit www.west.com.

 


 

Forward-Looking Statements
This press release contains forward-looking statements. Forward-looking statements can be identified by the use of words such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “intends,” “continue” or similar terminology. These statements reflect only West’s current expectations and are not guarantees of future performance or results. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those contained in the forward-looking statements. These risks and uncertainties include the ability to integrate or achieve the objectives of our recent acquisitions, West’s expectations of future liquidity requirements, West’s ability to complete future acquisitions, competition in West’s highly competitive industries, extensive regulation in many of West’s markets, West’s ability to recover on its charged-off consumer receivables, capacity utilization of West’s contact centers, the cost and reliability of voice and data services, availability of key personnel and employees, the cost of labor and turnover rates, the political, economic and other conditions in countries where West operates, the loss, financial difficulties or bankruptcy of any key clients, the non-exclusive nature of West’s client contracts and the absence of revenue commitments, the possibility of an emergency interruption to West’s data and contact centers, acts of terrorism or war, security or privacy breaches of West’s systems and databases, West’s ability to protect proprietary information or technology, West’s ability to continue to keep pace with technological developments, the cost of pending and future litigation, West’s ability to purchase, and finance the acquisition of, charged-off receivable portfolios on acceptable terms and in sufficient amounts and other risk factors described in documents filed by the company with the United States Securities and Exchange Commission including West’s annual report on Form 10-K for the year ended December 31, 2008 and quarterly report on Form 10-Q for the quarter ended June 30, 2009. These forward-looking statements speak only as of the date on which the statements were made. West undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.