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WSTC > SEC Filings for WSTC > Form 8-K on 3-Jul-2014All Recent SEC Filings

Show all filings for WEST CORP

Form 8-K for WEST CORP


3-Jul-2014

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation o


Item 1.01. Entry into a Material Definitive Agreement

1. Senior Indenture and Senior Notes due 2022

General

On July 1, 2014, West Corporation ("West" or the "Company") issued $1,000.0 million aggregate principal amount of 5.375% senior notes that mature on July 15, 2022 (the "2022 Senior Notes"). The 2022 Senior Notes were issued pursuant to an indenture dated July 1, 2014 (the "2022 Senior Indenture"), by and among the Company, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee. West has used or plans to use the net proceeds from the issue and the sale of the 2022 Senior Notes (i) to repurchase its 8.625% senior notes due 2018 (the "2018 Senior Notes") that were tendered pursuant to the tender offer and consent solicitation for the 2018 Senior Notes (the "8.625% Tender Offer") and to redeem any 2018 Senior Notes remaining outstanding after completion of the 8.625% Tender Offer, (ii) to repurchase up to $200 million in aggregate principal amount of its 7.875% senior notes due 2019 (the "2019 Senior Notes") pursuant to a tender offer for such 2019 Senior Notes (the "7.875% Tender Offer," and together with the 8.625% Tender Offer, the "Tender Offers"), and (iii) to repay approximately $250 million of the outstanding term loans under West's senior secured credit facilities (the "Senior Secured Credit Facilities"), in each case together with any accrued but unpaid interest and premium, if applicable, on such principal amounts. The Tender Offers were conducted pursuant to the terms specified in the Company's Offer to Purchase and Consent Solicitation Statement dated June 17, 2014 (the "Offer to Purchase").

Guarantees

The 2022 Senior Notes are guaranteed, jointly and severally, on an unsecured senior basis, by each of the Company's domestic wholly-owned subsidiaries that guarantees the Company's Senior Secured Credit Facilities. Any subsidiary of the Company that is released as a guarantor of the Senior Secured Credit Facilities will automatically be released as a guarantor of the 2022 Senior Notes.

Ranking

The 2022 Senior Notes are the Company's unsecured senior obligations and rank senior in right of payment to all of the Company's future debt and other obligations that are, by their terms, expressly subordinated in right of payment to the 2022 Senior Notes; rank equally in right of payment to all of the Company's existing and future senior debt and other obligations that are not, by their terms, expressly subordinated in right of payment to the 2022 Senior Notes; are effectively subordinated in right of payment to all of the Company's existing and future secured debt (including obligations under the Senior Secured Credit Facilities), to the extent of the value of the assets securing such debt; and are structurally subordinated to all obligations of each subsidiary of the Company that is not a guarantor of the 2022 Senior Notes.

Similarly, the 2022 Senior Note guarantees are the unsecured senior obligations of the guarantors and rank senior in right of payment to all of the applicable guarantor's future debt and other obligations that are, by their terms, expressly subordinated in right of payment to the 2022 Senior Notes; rank equally in right of payment to all of the applicable guarantor's existing and future senior debt and other obligations that are not, by their terms, expressly subordinated in right of payment to the applicable guarantor's guarantee of the 2022 Senior Notes; are effectively subordinated in right of payment to all of the applicable guarantor's existing and future secured debt (including such guarantor's guarantee under the Senior Secured Credit Facilities), to the extent of the value of the assets securing such debt; and are structurally subordinated to all obligations of any subsidiary of a guarantor that is not also a guarantor of the 2022 Senior Notes.


Optional Redemption

At any time prior to July 15, 2017, the Company may redeem all or a part of the 2022 Senior Notes, including Additional Notes (as defined in the 2022 Senior Indenture), at a redemption price equal to 100% of the principal amount of 2022 Senior Notes redeemed plus the Applicable Premium (as defined in the 2022 Senior Indenture) as of, and accrued and unpaid interest, if any, to the date of redemption, subject to the rights of holders of 2022 Senior Notes on the relevant record date to receive interest due on the relevant interest payment date.

On or after July 15, 2017 the Company may redeem the 2022 Senior Notes, including Additional Notes, in whole or in part, at the redemption prices (expressed as percentages of principal amount of the 2022 Senior Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon, if any, to the applicable date of redemption, subject to the right of holders of record of 2022 Senior Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on July 15 of each of the years indicated below:

                       Year                   Percentage
                       2017                       104.031 %
                       2018                       102.688 %
                       2019                       101.344 %
                       2020 and thereafter        100.000 %

In addition, until July 15, 2017, the Company may, at its option, on one or more occasions redeem up to 40% of the aggregate principal amount of 2022 Senior Notes, including Additional Notes, issued by it at a redemption price equal to 105.375% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to the applicable date of redemption, subject to the right of holders of record of 2022 Senior Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds of one or more Equity Offerings (as defined in the 2022 Senior Indenture); provided that at least 60% of the sum of the aggregate principal amount of 2022 Senior Notes originally issued under the 2022 Senior Indenture and any Additional Notes issued under the 2022 Senior Indenture after the issue date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of each such Equity Offering.

Change of Control

If the Company experiences a Change of Control (as defined in the 2022 Senior Indenture), the Company must give holders of the 2022 Senior Notes the opportunity to sell to the Company their notes at 101% of their face amount, plus accrued and unpaid interest, if any, to the date of repurchase.

Covenants

The 2022 Senior Indenture contains covenants limiting, among other things, the . . .



Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.



Item 8.01 Other Events

Expiration and Results of the Tender Offers

On July 1, 2014, the Company announced that pursuant to the Tender Offers, it received tenders and consents from the holders of approximately $270.8 million aggregate principal amount, or approximately 54%, of the 2018 Senior Notes, and it received tenders from the holders of in excess of $200 million aggregate principal amount before the expiration of the early tender deadline on June 30, 2014, at 5:00 p.m. Eastern time (the "Early Tender Date"). The consents received in connection with the 8.625% Tender Offer exceeded the number needed to approve the proposed amendments to the 2018 Senior Indenture, which have the effect of eliminating substantially all of the restrictive covenants contained therein, and provide for a shorter notice period required in connection with a voluntary redemption.

Pursuant to the terms of the 8.625% Tender Offer, the Company has accepted for payment all 2018 Senior Notes tendered on or prior to the Early Tender Date, and holders that tendered such 2018 Senior Notes will receive $1,063.09 per $1,000 in principal amount of the 2018 Senior Notes validly tendered. Pursuant to the terms of the 7.875% Tender Offer, the Company has accepted for payment $200.0 million in aggregate principal amount of 2019 Senior Notes tendered on or prior to the Early Tender Date, and holders that tendered such 2019 Senior Notes will receive $1,066.29 per $1,000 in principal amount of the 2019 Senior Notes validly tendered.

The Tender Offers are scheduled to expire at Midnight Eastern time, on July 15, 2014, unless extended by the Company. Because at least $200 million in aggregate principal amount of 2019 Senior Notes were tendered in the 7.875% Tender Offer, the Company does not intend to accept for payment any additional 2019 Senior Notes that are tendered in the 7.875% Tender Offer.

The press release related to the above-described matters is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Redemption of 2018 Senior Notes

On July 1, 2014, the Company instructed the Senior Notes Trustee to deliver a notice of redemption to the holders of the remaining outstanding 2018 Senior Notes. The redemption date is July 17, 2014 (the "Redemption Date"). The redemption price for the 2018 Senior Notes is 105.953% of the principal amount of the notes redeemed. In addition, the Company will pay accrued and unpaid interest on the redeemed notes up to, but not including, the Redemption Date.



Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit
  No.                                Description of Exhibit

4.1          Indenture, dated as of July 1, 2014, among West Corporation, the
             guarantors named on the signature pages thereto and The Bank of New
             York Mellon Trust Company, N.A., as Trustee, with respect to the
             5.375% senior notes due July 15, 2022

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--------------------------------------------------------------------------------
4.2     Supplemental Indenture, dated as of July 1, 2014, by and among West
        Corporation and The Bank of New York Mellon Trust Company, N.A., to the
        Indenture, dated as of October 5, 2010, by and among West Corporation, the
        guarantors named therein and The Bank of New York Mellon Trust Company,
        N.A., with respect to West Corporation's $500.0 million aggregate
        principal amount of 8.625% senior notes due October 1, 2018

10.1    Amendment No. 5 to Amended and Restated Credit Agreement, dated as of July
        1, 2014, by and among West Corporation, the Subsidiary Borrowers party
        thereto, Wells Fargo Bank, National Association, as administrative agent,
        and the lenders party thereto, to the amended and restated credit
        agreement, dated as of October 5, 2010, by and among West Corporation, the
        lenders from time to time party thereto and Wells Fargo Bank, National
        Association, as administrative agent

99.1    Press release, dated July 1, 2014, announcing results of the tender offer
        and consent solicitation regarding West Corporation's 8.625% senior notes
        due October 1, 2018 and tender offer regarding West Corporation's 7.875%
        senior notes due January 15, 2019

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