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Home>Olympus Merger Sub, Inc. Announces Successful Receipt of Requisite Consents Relating to 5.375% Senior Notes due 2022 of West Corporation; Extends Early Tender Date to September 21, 2017

Olympus Merger Sub, Inc. Announces Successful Receipt of Requisite Consents Relating to 5.375% Senior Notes due 2022 of West Corporation; Extends Early Tender Date to September 21, 2017

Olympus Merger Sub, Inc. Announces Successful Receipt of Requisite Consents Relating to 5.375% Senior Notes due 2022 of West Corporation; Extends Early Tender Date to September 21, 2017

09/20/2017

Olympus Merger Sub, Inc. Announces Successful Receipt of Requisite Consents Relating to 5.375% Senior Notes due 2022 of West Corporation; Extends Early Tender Date to September 21, 2017

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.

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