UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d)

of ~~the~~The Securities Exchange Act of 1934

~~September~~Date of Report (Date of earliest event reported): October 1910, 2017

(Date of Earliest Event Reported)

West Corporation

(Exact name of registrant as specified in its charter)

Delaware

Delaware

001-35846

47-0777362

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

~~(State~~11808 orMiracle ~~other jurisdiction~~Hills ofDrive, ~~incorporation)~~Omaha, Nebraska 68154

001-35846		47-0777362
(Commission File Number)		(I.R.S. Employer Identification No.)

(Address of principal executive offices) (Zip Code)

11808 Miracle Hills Drive, Omaha, Nebraska		68154
(Address of principal executive offices)		(Zip Code)

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

~~(Former~~Not ~~name,~~Applicable ~~former address and former fiscal year, if changed since last report)~~

~~Check~~(Former name ~~the~~or ~~appropriate~~former ~~box~~address, ~~below~~ if ~~the~~changed ~~Form~~since ~~8-K~~last ~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General instruction A.2. below~~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~~Introduction ~~1.01. Entry into a Material Agreement~~

OnAs ~~September 19,~~previously ~~2017~~disclosed, West Corporation , a Delaware corporation (the “~~West~~Company” or ~~the~~ “~~Company~~West”) , entered into ~~Supplemental~~an ~~Indenture~~Agreement ~~No. 5~~and Plan of Merger (the “Merger Agreement”), dated as of ~~September~~May 199, 2017, bywith Mount Olympus Holdings, Inc., a Delaware corporation (“Parent”), and ~~between~~Olympus ~~the~~Merger ~~Company~~Sub, Inc., a Delaware corporation and ~~The~~a ~~Bank~~wholly-owned subsidiary of ~~New~~Parent ~~York~~(“Merger ~~Mellon~~Sub”). ~~Trust~~On ~~Company~~October 10, as2017 ~~trustee~~ (the “~~Supplemental Indenture~~Closing Date”)., ~~The~~upon ~~Supplemental~~the ~~Indenture~~terms ~~amends~~and ~~that~~subject ~~certain~~to ~~Indenture,~~the ~~dated~~conditions asset offorth ~~July 1,~~in ~~2014~~the Merger ~~(as~~Agreement ~~amended,~~and ~~supplemented~~in oraccordance ~~otherwise~~with ~~modified~~the ~~from~~applicable ~~time~~provisions toof ~~time,~~the General Corporation Law of the ~~“Indenture”)~~State of Delaware, ~~providing~~Merger ~~for~~Sub merged with and into the ~~issuance~~Company ofwith the Company’s surviving as a wholly-owned subsidiary of Parent (the 5“Merger”).~~375%~~ ~~Senior~~Parent ~~Notes~~is ~~due~~an ~~2022~~affiliate of certain funds (the “~~Notes~~Apollo Funds”) managed by affiliates of Apollo Management VIII, L.P.

AsThe ~~previously~~description ~~disclosed, on May 9, 2017, the Company entered into an Agreement and Plan~~ of ~~Merger (as amended, supplemented, waived or otherwise modified from time to time,~~ the “Merger Agreement~~”),~~ by and ~~among~~related ~~Mount~~transactions ~~Olympus Holdings~~(including, ~~Inc.,~~without ~~a Delaware corporation~~limitation, ~~Olympus~~the Merger ~~Sub, Inc., a Delaware corporation (“Merger Sub”~~) ~~and~~in ~~the~~this ~~Company. In connection with the transactions contemplated by the Merger Agreement, on September~~Form 6,8-K ~~2017,~~does ~~Merger~~not ~~Sub~~purport ~~launched a tender offer~~ to ~~purchase~~be ~~any~~complete and ~~all~~is ~~outstanding~~subject, ~~Notes~~ and aqualified ~~consent solicitation~~ in ~~respect~~ ofits ~~certain~~entirety ~~proposed~~by ~~amendments~~reference to the ~~Indenture.~~full ~~The~~text ~~Supplemental Indenture was entered into in connection with that tender offer and consent solicitation following receipt~~ of the ~~requisite~~Merger ~~tenders~~Agreement ~~and~~which ~~consents~~is ~~from~~attached ~~holders of a majority of the aggregate principal amount of the Notes outstanding,~~ as ~~of 5:00 p.m., New York City time, on Tuesday, September~~Exhibit ~~19, 2017~~2.1 ~~The Supplemental Indenture, when it becomes operative, will effect the amendments~~ to the ~~Indenture~~Company’s ~~proposed in~~Current ~~connection~~Report ~~with~~on ~~the~~Form 8-K ~~tender~~filed ~~offer~~with ~~and consent solicitation, which amendments will eliminate substantially all of~~ the ~~restrictive~~Securities ~~covenants~~ and ~~eliminate~~Exchange orCommission ~~modify certain reporting obligations, certain events of default and related provisions contained in~~ (the ~~Indenture.~~“SEC”) ~~The~~on ~~amendments to the Indenture will not become operative until the tendered Notes are accepted for purchase by Merger Sub~~May 10, ~~pursuant~~2017 ~~to the terms of the tender offer~~ and ~~consent~~incorporated ~~solicitation.~~herein After the amendments to the Indenture become operative, Notes that were not tendered or were not purchased in the tender offer and consent solicitation will remain outstanding and will be subject to the terms of the Indenture as modified by ~~the Supplemental Indenture~~reference.

~~The~~Item ~~foregoing~~2.01 ~~description~~Completion of ~~the~~Acquisition ~~Supplemental~~or ~~Indenture~~Disposition ~~and the amendments contained therein does not purport to be complete and is qualified in its entirety by reference to the Supplemental Indenture, a copy~~ of ~~which is attached as Exhibit 4~~Assets.~~1 to this Current Report on Form 8-K and is incorporated herein by reference.~~

~~Item~~On 3October 10, 2017, Parent completed the acquisition of the Company.03 Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share (a “Share”) of common stock of the Company, par value $0.001 ~~Material~~per ~~Modification~~Share (“Company Common Stock”), issued and outstanding immediately prior to the Effective Time (other than (i) Shares held by stockholders of ~~Rights~~the Company who had properly exercised and perfected appraisal rights under Delaware law and (ii) Shares that were held in the treasury of the Company or owned of record by any wholly-owned subsidiary of the Company, Parent or any wholly-owned subsidiary of Parent (clauses (i) and (ii), the “Excluded Shares”)) was cancelled and extinguished and automatically converted into the right to ~~Security~~receive ~~Holders~~$23.50 in cash, without interest (the “Merger Consideration”), subject to applicable tax withholding.

~~The~~In ~~information~~addition, ~~set~~with ~~forth~~respect ~~in Item 1.01~~to isall ~~incorporated~~outstanding byoptions, ~~reference~~stock ~~herein~~unit awards and restricted stock awards under the Company’s equity plans, as a ~~such~~result ~~information~~of ~~relates~~the toMerger, at the ~~Notes.~~Effective Time of the Merger:

~~Item~~• ~~7.01.~~each ~~Regulation~~option FDwas ~~Disclosure.~~fully vested and cancelled, and each holder of a cancelled Company option will be paid at or promptly after the Effective Time an amount in cash equal to the product of (i) the total number of Shares subject to the cancelled Company option and (ii) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Share subject to the cancelled Company option; and

On• ~~September 19,~~each ~~2017,~~stock ~~Merger~~unit ~~Sub~~and ~~issued~~restricted stock award was converted into the right to receive a ~~press~~payment ~~release announcing~~in cash equal to the ~~receipt~~sum of (i) the ~~requisite~~Merger ~~consents~~Consideration inmultiplied ~~connection~~by ~~with~~the ~~Merger~~number ~~Sub’s~~of ~~tender~~Shares ~~offer~~subject to each such award and ~~consent~~(ii) ~~solicitation~~the ~~with~~dividend ~~respect~~equivalents accrued on such award prior to the ~~Notes.~~Closing ADate, ~~copy~~and to the extent required by an existing award agreement such cash amount will be held in escrow and become vested and payable in accordance with the terms of the ~~press~~awards ~~release~~on isthe ~~attached~~vesting ~~hereto~~schedule asset ~~Exhibit~~forth ~~99.1.~~in the awards.

~~The~~For ~~information~~any instock ~~this~~unit ~~Item 7.01~~awards ~~and~~that ~~Exhibit~~are ~~99.1~~subject ~~is being furnished pursuant~~ to ~~Item 7.01 of Form 8~~performance-~~K and shall not be deemed to~~based bevesting ~~“filed”~~conditions, ~~for~~the ~~purposes~~number of ~~Section 18~~Shares ofsubject ~~the~~to ~~Securities~~such ~~Exchange~~awards ~~Act~~that ofare ~~1934,~~earned asbased ~~amended~~on ~~(the~~performance ~~“Exchange~~were ~~Act”),~~deemed orto ~~otherwise~~have ~~subject~~been tosatisfied ~~the~~at ~~liabilities~~100% of ~~that~~the ~~section,~~target ~~nor~~level. ~~shall~~In itaddition, beany ~~deemed~~notional ~~incorporated~~Shares byaccrued ~~reference~~under ~~in any filing made by~~ the Company’s ~~under~~deferred compensation ~~the~~plan ~~Securities~~have ~~Act~~been ofvalued ~~1933,~~based ason ~~amended,~~the orMerger ~~the~~Consideration ~~Exchange~~and ~~Act,~~notionally ~~except~~reinvested asin ~~shall~~one beor ~~expressly~~more ~~set~~other ~~forth~~“measurement byfunds” ~~specific~~as ~~reference~~defined inunder ~~such~~the adeferred ~~filing~~compensation plan.

~~Item~~The 8total amount of funds used to complete the Merger and related transactions and pay related fees and expenses was approximately $5.012 billion, ~~Other~~which ~~Events~~was funded through a combination of equity contributions from the Apollo Funds, cash of the Company and proceeds from the debt financing transactions.

~~The~~- ~~closing~~2 of- the transaction contemplated by the Merger Agreement is expected to take place in the first half of October 2017 subject to the approval of the California Public Utility Commission and satisfaction of other customary closing conditions.

Item 93.01 ~~Financial~~Notice ~~Statements~~of ~~and~~Delisting ~~Exhibits~~or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the closing of the Merger, the Company notified the NASDAQ Global Select Market (“NASDAQ”) on October 10, 2017 that the certificate of merger has been filed with the State of Delaware and that, at the Effective Time, each Share (other than the Excluded Shares) was cancelled and extinguished and automatically converted into the right to receive Merger Consideration without interest thereon, subject to applicable tax withholding. In addition, the Company requested that NASDAQ delist the Company Common Stock after market close on October 10, 2017, and, as a result, trading of Company Common Stock on NASDAQ was suspended as of approximately 4:00 p.m., New York time, on October 10, 2017. The Company also requested NASDAQ to file with the SEC a notification of removal from listing and registration on Form 25 with the SEC to effect the delisting of the Company Common Stock from NASDAQ and the deregistration of the Company Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends to file with the SEC a Form 15 requesting the termination of registration of the Company Common Stock under Section 12(g) of the Exchange Act and the suspension of reporting obligations under Sections 13 and 15(d) ~~Exhibits~~of the Exchange Act.

ExhibitNumber		Description
4.1		Supplemental Indenture, dated as of September 19, 2017, by and between West Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee.
99.1		Press Release issued by Olympus Merger Sub, Inc., dated September 19, 2017.

Item 3.03 Material Modification to Rights of Security Holders.

-The information set forth in the Introduction and under Item 2.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.

~~EXHIBIT~~At ~~INDEX~~the Effective Time, each holder of Shares issued and outstanding immediately prior to the Effective Time ceased to have any rights as a stockholder of the Company (other than the right of the holders of Shares (excluding the Excluded Shares) to receive the Merger Consideration pursuant to the Merger Agreement).

ExhibitNumber		Description
4.1		Supplemental Indenture, dated as of September 19, 2017, by and between West Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee.
99.1		Press Release issued by Olympus Merger Sub, Inc., dated September 19, 2017.

Item 5.01 Changes in Control of Registrant.

The information set forth in the Introduction and under Item 2.01, Item 5.02 and Item 5.03 of this Current Report on Form 8-3-K is incorporated into this Item 5.01 by reference.

~~SIGNATURES~~As a result of the Merger, a change in control of the Company occurred, and the Company is now a wholly-owned subsidiary of Parent.

~~Pursuant~~Item to5.02 ~~the~~Departure ~~requirements~~ of ~~the~~Directors ~~Securities~~or ~~Exchange~~Certain ~~Act~~Officers; Election of ~~1934,~~Directors; ~~the~~Appointment ~~registrant~~of ~~has~~Certain ~~duly~~Officers; ~~caused~~Compensatory ~~this~~Arrangements ~~report~~of toCertain ~~be signed on its behalf by the undersigned hereunto duly authorized~~Officers.

Departure of Directors

In connection with the consummation of the Merger and as contemplated by the Merger Agreement (and not because of any disagreement with the Company), each of Tom Barker, Lee Adrean, Donald Casey Jr., Anthony DiNovi, Paul Garcia Director, Laura Grattan, Jeanette Horan, Michael Huber, Diane Offereins, and Gregory Sloma resigned from his or her respective position as a member of the board of directors of the Company, and any committee thereof, effective as of the Effective Time. In accordance with the terms of the Merger Agreement, at the Effective Time, Matthew H. Nord and Robert Kalsow-4-Ramos became the directors of the Company.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

At the Effective Time, (i) the Company’s Amended and Restated Certificate of Incorporation was amended and restated in its entirety and (ii) the Bylaws of Merger Sub became the Fourth Amended and Restated Bylaws of the Company, each in accordance with the terms of the Merger Agreement.

Copies of the Second Amended and Restated Certificate of Incorporation of the Company and the Fourth Amended and Restated Bylaws of the Company are filed as Exhibits 3.1 and 3.2 hereto, respectively, which are incorporated herein by reference.

- 3 -

Item 7.01 Regulation FD Disclosure.

A copy of the joint press release issued by the Company and Parent on October 10, 2017 announcing the completion of the Merger pursuant to the Merger Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits


Exhibit Number		Description

2.1		Agreement and Plan of Merger, dated as of May 9, 2017, by and among West Corporation, Mount Olympus Holdings, Inc. and Olympus Merger Sub, Inc. (incorporated herein by reference from Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on May 10, 2017).

3.1		Second Amended and Restated Certificate of Incorporation of West Corporation, dated as of October 10, 2017.

3.2		Fourth Amended and Restated Bylaws of West Corporation, dated as of October 10, 2017.

99.1		Press release of West Corporation and Apollo Global Management, LLC, dated as of October 10, 2017.

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EXHIBIT INDEX


Exhibit Number		Description

2.1		Agreement and Plan of Merger, dated as of May 9, 2017, by and among West Corporation, Mount Olympus Holdings, Inc. and Olympus Merger Sub, Inc. (incorporated herein by reference from Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on May 10, 2017).

3.1		Second Amended and Restated Certificate of Incorporation of West Corporation, dated as of October 10, 2017.

3.2		Fourth Amended and Restated Bylaws of West Corporation, dated as of October 10, 2017.

99.1		Press release of West Corporation and Apollo Global Management, LLC, dated as of October 10, 2017.

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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.

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WEST CORPORATION

Dated: September 20, 2017

/s/ Jan D. Madsen

Jan D. Madsen

Chief Financial Officer

Filing Compare · WEST CORP