Olympus Merger Sub, Inc. (the “Offeror”), an affiliate of
certain investment funds managed by affiliates of Apollo Global
Management, LLC (together with its consolidated subsidiaries,
“Apollo”) (NYSE: APO), announced that West Corporation (“West”) has
received the requisite consents to amend certain terms of the
indenture governing West’s 5.375% Senior Notes due 2022 (the
“Notes”) in connection with the previously announced Tender Offer
and Consent Solicitation (each as defined below). The amendments,
which will not become operative until the tendered Notes are
accepted for purchase by the Offeror, will amend the indenture
governing the Notes to eliminate or modify substantially all of the
restrictive covenants relating to West and its subsidiaries,
certain reporting obligations, certain events of default and
related provisions.
The Offeror also has extended the Early Tender Date (as defined
in the Offer to Purchase and Consent Solicitation Statement (as
defined below)) to 5:00 p.m., New York City time, on September 21,
2017 (unless further extended or earlier terminated), with holders
validly tendering (and not validly withdrawing) their Notes and
delivering their consents prior to such time being eligible to
receive the Total Consideration (as defined in the Offer to
Purchase and Consent Solicitation Statement), which includes the
Early Participation Premium (as defined in the Offer to Purchase
and Consent Solicitation Statement) of $30.00 per $1,000 principal
amount of the Notes, on the Settlement Date (as defined in the
Offer to Purchase and Consent Solicitation Statement). However, the
Offeror has not extended the Withdrawal Deadline (as defined in the
Offer to Purchase and Consent Solicitation Statement), and any
Notes previously tendered or tendered at a future time may no
longer be validly withdrawn (except as required by law). Notes
tendered after the Early Tender Date will only be eligible to
receive the Tender Consideration (as defined in the Offer to
Purchase and Consent Solicitation Statement).
As previously announced, on September 6, 2017, the Offeror
commenced the tender offer to purchase for cash any and all of
West’s outstanding $1,000,000,000 aggregate principal amount of
Notes (the “Tender Offer”). In connection with the Tender Offer,
the consent of the holders of the Notes to the amendments described
above (the “Consent Solicitation”) also was solicited.
The Tender Offer and Consent Solicitation are subject to the
terms and conditions set forth in the Offer to Purchase and Consent
Solicitation Statement, dated September 6, 2017, relating thereto
(the “Offer to Purchase and Consent Solicitation Statement”).
As of 5:00 p.m., New York City time, on September 19, 2017, the
Offeror has been advised by Global Bondholder Services Corporation,
as the tender agent and information agent for the Tender Offer and
Consent Solicitation, that Notes were validly tendered and not
withdrawn, and consents were delivered and not revoked, in respect
of $989,279,000 in aggregate principal amount, or approximately
98.93%, of the outstanding $1,000,000,000 aggregate principal
amount of Notes. As a result the requisite consent of noteholders
was obtained, and West and The Bank of New York Mellon Trust
Company, N.A., as trustee under the indenture governing the Notes,
entered into the supplemental indenture described in the Offer to
Purchase and Consent Solicitation Statement. The supplemental
indenture became effective upon execution thereof, but the
amendments to the indenture governing the Notes to eliminate or
modify substantially all of the restrictive covenants relating to
West and its subsidiaries, certain reporting obligations, certain
events of default and related provisions will not become operative
until the tendered Notes are accepted for purchase by the
Offeror.
The Tender Offer and Consent Solicitation are being conducted in
connection with the previously announced merger agreement, pursuant
to which, among other things, Mount Olympus Holdings, Inc., the
parent of the Offeror, has agreed to acquire West (the
“Acquisition”). The Offeror’s obligation to accept and pay for the
Notes is conditioned upon, among other things, the substantially
concurrent closing of the Acquisition.
RBC Capital Markets, LLC and Credit Suisse Securities (USA) LLC
are acting as joint-dealer managers and joint-solicitation agents
(the “Joint Dealer Managers”) and Barclays Capital Inc., Citigroup
Global Markets Inc., Deutsche Bank Securities Inc., Morgan Stanley
& Co. LLC and Goldman Sachs & Co. LLC are acting as
co-dealer managers and co-solicitation agents (together with the
Joint Dealer Managers, the “Dealer Managers”) for the Tender Offer
and Consent Solicitation. Global Bondholder Services Corporation is
acting as the tender agent and information agent for the Tender
Offer and Consent Solicitation.
Requests for documentation may be directed to Global Bondholder
Services Corporation at (212) 430-3774 (for brokers and banks) or
(866) 470-3900 (for all others).
Questions or requests for assistance in relation to the Tender
Offer and Consent Solicitation may be directed to the Dealer
Managers at (877) 381-2099 (toll free) or (212) 618-7822 (collect)
for RBC Capital Markets, LLC or (800) 820-1653 (toll free) or (212)
538-1862 (collect) for Credit Suisse Securities (USA) LLC.
This announcement is for informational purposes only. This
announcement is not an offer to purchase or a solicitation of an
offer to purchase with respect to any Notes. The Tender Offer and
the Consent Solicitation are being made solely pursuant to the
Offer to Purchase and Consent Solicitation Statement and related
documents. The Tender Offer and Consent Solicitation are not being
made to holders of Notes in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction. In any jurisdiction in
which the securities laws or blue sky laws require the Tender Offer
and Consent Solicitation to be made by a licensed broker or dealer,
the Tender Offer and Consent Solicitation will be deemed to be made
on behalf of the Offeror by the Dealer Managers, or one or more
registered brokers or dealers that are licensed under the laws of
such jurisdiction.
About Apollo
Apollo is a leading global alternative investment manager with
offices in New York, Los Angeles, Houston, Chicago, St. Louis,
Bethesda, Toronto, London, Frankfurt, Madrid, Luxembourg, Mumbai,
Delhi, Singapore, Hong Kong and Shanghai. Apollo had assets under
management of approximately $232 billion as of June 30, 2017 in
private equity, credit and real estate funds invested across a core
group of nine industries where Apollo has considerable knowledge
and resources. For more information about Apollo, please visit
www.agm.com.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of applicable federal securities laws. The
forward-looking statements include, without limitation, statements
concerning the Tender Offer and Consent Solicitation.
Forward-looking statements involve risks and uncertainties,
including but not limited to economic, competitive, and
technological factors outside the Offeror’s or West’s control that
may cause actual results to differ materially from the
forward-looking statements. You should not place undue reliance on
forward-looking statements as a prediction of actual results. The
Offeror expressly disclaims any obligation or undertaking to
release publicly any updates or revisions to any forward-looking
statements to reflect any change in expectations or events,
conditions or circumstances on which any such statements are
based.
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For investor inquiries regarding Apollo:Apollo Global
Management, LLCGary M. Stein, 212-822-0467Head of Corporate
Communicationsgstein@apollolp.comorNoah Gunn, 212-822-0540Investor
Relations Managerngunn@apollolp.comorFor media inquiries regarding
Apollo:Rubenstein Associates, Inc. for Apollo Global Management,
LLCCharles Zehren, 212-843-8590czehren@rubenstein.com
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