Apollo affiliate says consent bid successful for West’s 5 3/8% notes; early tender date extended

By Wendy Van Sickle

Columbus, Ohio, Sept. 19 – Olympus Merger Sub, Inc., an affiliate of certain investment funds managed by affiliates of Apollo Global Management, LLC, announced the requisite consents have been received in a consent solicitation for West Corp.’s $1 billion 5 3/8% senior notes due 2022.

Olympus also announced in a press release Tuesday that the early tender date in the offer to purchase the notes has been extended to 5 p.m. ET on Sept. 21 from 5 p.m. ET on Sept. 19.

The total purchase price will be $1,015 for each $1,000 principal amount of 2022 notes tendered before the early tender date.

Holders who tender after the early deadline will receive $985.00 for each $1,000 principal amount, or the total amount less the $30.00 early premium.

As of 5 p.m. ET on Sept. 19, notes were validly tendered and not withdrawn, and consents were delivered and not revoked in respect of $989,279,000, or about 98.93%, of the outstanding notes, according to the press release.

The issuer also will pay accrued interest up to but excluding the settlement date.

The withdrawal deadline has not been extended, and tendered notes may no longer be withdrawn.

The offer opened on Sept. 6 and will end at midnight ET at the end of the day on Oct. 3.

Olympus was soliciting consents to amend the 2022 notes to eliminate or modify substantially all of the restrictive covenants, certain reporting obligations, certain events of default and related provisions.

As previously reported, Olympus also is holding change-of-control offers for the 2022 notes and West’s 4¾% senior secured notes due 2021.

Holders who tender their 2022 notes may not tender their 2022 notes in the related change-of-control offer, or vice versa.

Holders may not tender their 2022 notes without delivering their consents, and they may not give their consents without tendering their notes.

The offers are being held in connection with the planned acquisition of West Corp. by Mount Olympus Holdings, Inc., the indirect parent of Olympus, according to a company announcement.

The change-of-control offers were set to remain open until midnight ET at the end of the day on Oct. 6.

The offers are conditioned upon the substantially concurrent closing of the acquisition and for the tender offer.

For the change-of-control offers, the purchase price will be $1,010 for each $1,000 principal amount plus accrued interest up to but excluding the settlement date.

The company previously noted that if consents are secured from a majority of the 2022 notes, West will no longer have an obligation under the 2022 notes indenture to make the change-of-control offer for the 2022 notes and may then terminate that offer. That matter was not addressed in Tuesday’s news release.

RBC Capital Markets, LLC (877 381-2099 or 212 618-7822) and Credit Suisse Securities (USA) LLC (800 820-1653 or 212 538-1862) are the joint dealer managers and joint solicitation agents. Barclays, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC are the co-dealer managers and co-solicitation agents. Global Bondholder Services Corp. (212 430-3774 or 866 470-3900) is the tender agent and information agent for the tender and the depositary and paying agent for the change-of-control offers.

West Corp. is an Omaha-based provider of communication and network infrastructure services.

Apollo is an 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.

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