UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 1926, 2017

West Corporation

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 001-35846 (Commission File Number) 47-0777362 (IRS Employer Identification No.)

Delaware

001-35846

47-0777362

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

11808 Miracle Hills Drive, Omaha, Nebraska 68154

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (402) 963-1200

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A2):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 85.0107. ~~Other~~Submission ~~Events~~of Matters to a Vote of Security Holders.

OnA ~~June 30,~~special ~~2017,~~meeting of stockholders of West Corporation, a Delaware corporation (“West”) ~~commenced~~or the ~~mailing~~“Company”), ofwas ~~its~~held ~~definitive~~on ~~proxy statement, dated June~~July 2726, 2017 via webcast at www.virtualshareholdermeeting.com/WSTC2017SM (the “~~Proxy Statement~~Special Meeting”),. toA ~~its~~total ~~stockholders~~of in72,978,614 ~~connection~~shares ~~with~~of athe ~~special~~Company’s ~~meeting~~common stock, out of ~~its~~a ~~stockholders,~~total ~~the~~of ~~purpose~~85,154,029 shares of ~~which~~common isstock toissued ~~consider~~and outstanding and entitled to vote onas ~~proposals~~of ~~relating~~June 26, to2017 (the ~~proposed~~“Record Date”), ~~acquisition~~were ofpresent ~~West~~ in person or represented by ~~Mount~~proxy ~~Olympus~~at ~~Holdings~~the Special Meeting, ~~Inc.~~and, therefore, a ~~Delaware~~quorum ~~corporation~~was ~~(“Parent”), for $23~~present.50 A ~~per~~summary ~~share~~of inthe ~~cash,~~voting ~~pursuant~~results tofor the ~~Agreement~~following ~~and~~proposals, ~~Plan~~each of ~~Merger,~~which is described in detail in the Company’s proxy statement dated ~~May~~June 927, 2017, ~~among~~and ~~West,~~first ~~Parent~~mailed ~~and~~to ~~Olympus~~the ~~Merger~~Company’s ~~Sub,~~stockholders ~~Inc.,~~on ~~a Delaware~~or ~~corporation~~about ~~and~~June 30, a2017, ~~wholly~~is ~~owned~~set ~~subsidiary~~forth ofbelow: ~~Parent.~~

~~West~~Approval isof ~~providing~~ the ~~following~~Merger ~~information~~Agreement in order to supplement certain disclosures contained in the Proxy Statement. The following information should be read in conjunction with the Proxy Statement, which should be read in its entirety. All capitalized terms used in this Current Report have the meanings set forth in the Proxy Statement, unless otherwise defined herein.

~~Supplements~~As previously reported, on May 9, 2017, West entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Mount Olympus Holdings, Inc., a Delaware corporation (“Parent”), and Olympus Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”), providing for, subject to the ~~Proxy~~satisfaction ~~Statement~~or waiver of specified conditions, the acquisition of West by Parent at a price of $23.50 per share in cash. Subject to the terms and conditions of the Merger Agreement, Sub will be merged into West, with West surviving the merger as a wholly owned subsidiary of Parent (the “Merger”).

~~The~~At ~~following~~the ~~disclosure~~Special ~~supplements~~Meeting, the Company’s stockholders voted upon and ~~restates~~approved a proposal to adopt the ~~second~~Merger ~~paragraph~~Agreement. onApproximately ~~page~~86% 28of the outstanding shares of the ~~Proxy~~Company ~~Statement~~voted in favor of the ~~section~~proposal. ~~entitled~~Approximately ~~“The Merger—Background~~99.8% of the ~~Merger”~~shares present in person or represented by ~~adding~~proxy at the ~~underlined~~Special ~~text:~~Meeting were voted in favor of the proposal. The votes on this proposal were as follows:

In September 2015, representatives of a strategic party, which we refer to as “Party A,” contacted Mr. Thomas Barker, the Company’s Chief Executive Officer and the Chairman of the Board, and Mr. David Treinen, the Company’s Executive Vice President, Corporate Development and Planning, to express Party A’s interest in potentially acquiring the Company’s Safety Services segment. The Company subsequently entered into a confidentiality and standstill agreement with Party A in October 2015. The agreement did not include a so-called “don’t ask, don’t waive” provision that would prohibit Party A from requesting that the Company waive the standstill or that would prohibit Party A from making proposals to the Board after West’s entry into any definitive acquisition agreement. After an in-person meeting with members of Company management in December 2015, Party A submitted a preliminary indication of interest on January 20, 2016 with respect to the potential acquisition of the Company’s Safety Services segment, excluding its 911 Enable business (which we refer to as the “January 2016 Party A Proposal”).


Votes For	Votes Against	Abstentions	Broker Non-Votes
72,815,075	45,517	118,022	—

~~The~~Advisory ~~following~~Vote ~~disclosure supplements and restates the third full paragraph~~ on ~~page~~Named 29Executive ofOfficer ~~the Proxy Statement in the section entitled “The~~ Merger~~—Background~~-Related ofCompensation ~~the Merger” by adding the underlined text:~~

InAt ~~April~~the ~~2016~~Special Meeting, the Company’s ~~and Party~~stockholders Bvoted ~~entered~~upon ~~into a confidentiality~~ and ~~standstill~~approved ~~agreement~~a inproposal ~~order~~ to, ~~among other things~~approve, ~~permit~~by ~~each~~a non-binding ~~party~~advisory tovote, ~~share information with~~ the ~~other~~compensation ~~in order to understand potential cost synergies~~ that ~~could~~may ~~result~~be ~~from~~paid aor ~~potential~~become ~~combination~~payable of to the Company’s ~~Unified~~named ~~Communications~~executive ~~Services~~officers ~~segment~~that ~~with~~is ~~Party~~based C.on ~~The~~or ~~agreement~~otherwise ~~did~~relates ~~not~~to ~~include~~the ~~a so-called “don’t~~Merger. ~~ask,~~Approximately ~~don’t~~97% ~~waive”~~of ~~provision~~the shares ~~that~~present ~~would~~in ~~prohibit~~person ~~Party~~or Brepresented ~~from~~by ~~requesting~~proxy ~~that~~at the ~~Company~~Special ~~waive the~~Meeting ~~standstill~~were orvoted ~~that~~in ~~would~~favor ~~prohibit~~of ~~Party B from making proposals to~~ the ~~Board~~proposal. ~~after~~The ~~West’s~~votes ~~entry~~on ~~into~~this ~~any~~proposal ~~definitive~~were ~~acquisition~~as ~~agreement.~~follows:

The following disclosure supplements and restates the first paragraph on page 30 of the Proxy Statement in the section entitled “The Merger—Background of the Merger” by adding the underlined text:


Votes For	Votes Against	Abstentions	Broker Non-Votes
71,014,566	1,738,286	225,772	—

InAdjournment June 2016, the Company and Party D entered into a confidentiality agreement, which did not include a standstill provision. In November 2016, Party D entered into another confidentiality and standstill agreement in connection with the Process (as defined below). That agreement did not include a so-called “don’t ask, don’t waive” provision that would prohibit Party D from requesting that the Company waive the standstill or that would prohibit Party D from making proposals to the Board after West’s entry into any definitive acquisition agreement. On June 30, 2016, Messrs. Barker and Treinen, together with Scott Etzler, the Company’s President—Unified Communications Services and President—Revenue Generation, met with representatives of ~~Party D to discuss~~ the ~~Company.~~Special Meeting

~~The~~Because ~~following~~stockholders ~~disclosure~~holding ~~supplements~~at least a majority of the shares of the Company’s common stock outstanding and ~~restates~~entitled to vote at the ~~third~~close ~~paragraph~~of business on ~~page~~the 30Record ofDate approved the ~~Proxy~~proposal ~~Statement~~to adopt the Merger Agreement, the vote was not called on the proposal to adjourn the Special Meeting to a later date or time if necessary or appropriate, including to solicit additional proxies in favor of the ~~section~~proposal ~~entitled~~to ~~“The~~adopt the Merger~~—Background~~ Agreement if there had been insufficient votes at the time of the ~~Merger”~~Special byMeeting ~~adding~~to adopt the ~~underlined~~Merger ~~text:~~Agreement.

In2 August 2016, a representative of a financial sponsor, which we refer to as “Party E,” contacted Messrs. Barker and Treinen to indicate that Party E was interested in exploring a possible business combination involving some or all of the Company. The Company and Party E entered into a confidentiality and standstill agreement on September 27, 2016, and representatives of Party E met with Messrs. Barker and

2SIGNATURES

~~Treinen~~Pursuant ~~on September 28, 2016~~ to ~~discuss~~ the ~~Company.~~requirements ~~The~~of ~~agreement~~the ~~did~~Securities ~~not~~Exchange ~~include~~Act ~~a so-called “don’t~~of ~~ask~~1934, ~~don’t waive” provision that would prohibit Party E from requesting that~~ the ~~Company~~registrant ~~waive~~has ~~the~~duly ~~standstill~~caused orthis ~~that~~report ~~would~~to ~~prohibit~~be ~~Party~~signed Eon ~~from~~its ~~making~~behalf ~~proposals to~~ by the ~~Board~~undersigned ~~after~~hereunto ~~West’s~~duly ~~entry into any definitive acquisition agreement~~authorized.

The following disclosure supplements and restates the first full paragraph on page 40 of the Proxy Statement in the section entitled “The Merger—Background of the Merger” by adding the underlined text:

During the evening of May 9, 2017, concurrently with the delivery by Parent to West of the executed equity commitment letter and the executed debt commitment letter, the parties executed the merger agreement and the limited guarantee. Each of THL, Quadrangle and Mr. and Mrs. West executed voting agreements with Parent, and the Company entered into an indemnification agreement with each of Mr. and Mrs. West. At the signing of the merger agreement, no agreements or understandings had been entered into between the Company management team and Apollo regarding post-closing management compensation or employment arrangements. Later that evening, West and Apollo issued a joint press release announcing the execution of the merger agreement.

The following disclosure supplements and restates the last sentence of the first paragraph and the second paragraph on page 46 of the Proxy Statement in the section entitled “The Merger—Forward-Looking Financial Information” by adding the underlined text:

The financial projections (for the avoidance of doubt, not including increase (decrease) in Adjusted Net Working Capital and Unlevered Free Cash Flow (each as defined below)) were also made available in the virtual data room to Apollo, Party F, Party H and Party L, except for capital expenditures for 2020-21. The financial projections are summarized below.

None of the financial projections, increase (decrease) in Adjusted Net Working Capital nor Unlevered Free Cash Flow were intended for public disclosure. Nonetheless, a summary of the financial projections, increase (decrease) in Adjusted Net Working Capital and Unlevered Free Cash Flow is included in this proxy statement only because certain of the financial projections, increase (decrease) in Adjusted Net Working Capital and Unlevered Free Cash Flow were made available to the Board, Centerview and/or Apollo. The inclusion of the financial projections, increase (decrease) in Adjusted Net Working Capital and Unlevered Free Cash Flow in this proxy statement does not constitute an admission or representation by West, Apollo, Parent, Sub, Centerview or any other recipient of this information that the information is material.

The following disclosure supplements and restates the first paragraph on page 47 of the Proxy Statement in the section entitled “The Merger—Forward-Looking Financial Information—Financial Projections” by adding the underlined text:

The following tables summarize the financial projections, increase (decrease) in Adjusted Net Working Capital and Unlevered Free Cash Flow:

The following disclosure is added before the heading “Unlevered Free Cash Flow” on page 48 of the Proxy Statement in the section entitled “The Merger—Forward-Looking Financial Information—Financial Projections”:

Capital Expenditures and Increase (Decrease) in Adjusted Net Working Capital

West Corporation ($ in millions)	2017E			2018E			2019E			2020E			2021E
Capital expenditures(1)		114			122			134			142			151
Increase (decrease) in Adjusted Net Working Capital(2)		(8	)		(5	)		(6	)		(7	)		(8	)

(1) Capital expenditures are presented on a cash basis. Capital expenditures for 2020-21 were not provided to bidders in the virtual data room, but were provided to Centerview for use in connection with its financial analysis and its opinion.

(2) Increase (decrease) in Adjusted Net Working Capital (as defined below) was calculated by Centerview, at the direction of Company management, in connection with the calculation of Unlevered Free Cash Flow, utilizing the financial projections and reflecting certain adjustments based on the assumptions provided by Company management. Such calculation was provided to the Board, but was not made available to Apollo or any other bidder.

The following disclosure supplements and restates the first paragraph on page 48 of the Proxy Statement in the section entitled “The Merger Forward-Looking Financial Information—Financial Projections—Non-GAAP Financial Measures” by adding the underlined text:

Adjusted EBITDA, increase (decrease) in Adjusted Net Working Capital and Unlevered Free Cash Flow are non-GAAP financial measures. The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

The following disclosure is added after the third paragraph on page 48 of the Proxy Statement in the section entitled “The Merger Forward-Looking Financial Information—Financial Projections—Non-GAAP Financial Measures”:

For purposes of this section entitled “Forward-Looking Financial Information,” we define “Adjusted Net Working Capital” to mean (i) accounts receivable and prepaid expenses less (ii) accounts payable and accrued expenses.

The following disclosure supplements and restates the last two paragraphs on page 48 of the Proxy Statement in the section entitled “The Merger Forward-Looking Financial Information—Financial Projections—Non-GAAP Financial Measures” by adding the underlined text:

Unlevered Free Cash Flow and increase (decrease) in Adjusted Net Working Capital each provides another measure by which to evaluate West’s core operating performance and trends, but is not used by West for financial and operational decision making or as a means to evaluate period-to-period comparisons. Each of Unlevered Free Cash Flow and increase (decrease) in Adjusted Net Working Capital was calculated by Centerview at the direction of Company management solely for purposes of the discounted cash flow analysis in connection with Centerview’s opinion, and none of West, Parent or Centerview assumes any responsibility for any use of such estimates, or reliance on such estimates, for any other purpose.

Non-GAAP financial measures, including Adjusted EBITDA, increase (decrease) in Adjusted Net Working Capital and Unlevered Free Cash Flow, have limitations as analytical tools, and you should not consider any non-GAAP financial measure in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations include the omission of certain material costs, such as depreciation, amortization and interest, necessary to operate our business. Other companies, including companies in West’s industry, may calculate similarly titled non-GAAP financial measures differently, which reduces their usefulness as a comparative measure.

The following disclosure is added after the first paragraph on page 49 of the Proxy Statement in the section entitled “The Merger—Forward-Looking Financial Information—Financial Projections—Non-GAAP Financial Measures”:

The following tables present a reconciliation from net income to Adjusted EBITDA for the periods indicated. The information presented in the reconciliations set forth below is being included solely to provide a quantitative reconciliation of Adjusted EBITDA to the most comparable GAAP financial measures.

West Corporation ($ in millions)	2017		2018		2019		2020		2021
Net income		196		213		229		249		273
Income tax expense		103		117		128		139		152
Interest expense and other financing charges		149		150		150		150		150
Depreciation and amortization		195		188		189		193		196
Stock-based compensation		27		26		26		26		27
Other(1)		2		0		0		0		0
Adjusted EBITDA		672		694		722		757		798

(1) $2.0 million non-recurring acquisition costs in 2017.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	West Corporation
July 19, 2017	By:	/s/ Jan D. Madsen
	Name:	Jan D. Madsen
	Title:	Chief Financial Officer

West Corporation

July 27, 2017

/s/ Jan D. Madsen

Jan D. Madsen

Chief Financial Officer

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