Apollo affiliate extends tender, consent bid for West’s 5 3/8% notes

By Susanna Moon

Chicago, Oct. 4 – Olympus Merger Sub, Inc., an affiliate of investment funds managed by affiliates of Apollo Global Management, LLC, extended the tender offer and consent solicitation for West Corp.’s $1 billion of 5 3/8% senior notes due 2022.

The tender offer will now remain open until 8 a.m. ET on Oct. 6, extended from midnight ET at the end of the day on Oct. 3. The offer began on Sept. 6.

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

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

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

As of the previous expiration, holders had tendered $989,379,000 principal amount, or 98.94%, of the notes.

Tendered notes may no longer be withdrawn.

The company said on Sept. 19 that it had secured the needed consents to amend the notes and extended the early tender date 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.

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

As of 5 p.m. ET on Sept. 19, holders had tendered $989,279,000, or about 98.93%, of the outstanding notes.

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

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 has not been addressed so far.

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 a New York-based alternative investment manager.

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