Investor Group to Buy West Corp. in $4.1 bln Recapitalization

West Corporation, a leading provider of outsourced communication solutions, announced today that it has entered into a definitive agreement to recapitalize the Company in a transaction sponsored by an investor group led by Thomas H. Lee Partners and Quadrangle Group LLC.

The board of directors of West Corporation, on the recommendation of a special committee of independent directors, has approved the merger agreement and recommends that West’s stockholders adopt the agreement.

Under the terms of the agreement, all stockholders except Gary and Mary West, the founders of the Company and Chairman and Vice Chairman of the board, respectively, will receive $48.75 per share in cash. At the request of the special committee, and as required by the equity sponsors in order to deliver a higher cash price per share to the public stockholders, Gary and Mary West have agreed to convert their holdings as follows: approximately 85% of their current ownership into $42.83 per share in cash; and approximately 15% of their current ownership into shares of the corporation surviving the merger. Gary and Mary West, who own approximately 56% of the outstanding shares of the Company’s common stock, have agreed under certain circumstances to vote their shares in favor of the transaction.

The transaction values the Company at approximately $4.1 billion, including debt as of the date of the definitive agreement. The purchase price per share to the public stockholders represents an approximate 13% premium over West’s closing stock price on May 30, 2006 and an approximate 16% premium over the trailing five day average.

Pursuant to the merger agreement, the Company may solicit other acquisition proposals during the 21 day period ending June 20, 2006. If another party makes a proposal recommended by the Board as superior prior to the time a meeting of the stockholders is held to vote on the merger, Gary and Mary West will be released from their voting obligation. In the event the merger agreement is terminated in order for the Company to pursue a superior transaction, the Company would be required to pay the investor group a breakup fee of $93 million plus related expenses.

The transaction is currently expected to close in the fourth quarter of 2006 and is subject to customary closing conditions including the approval of West Corporation’s stockholders.

William E. Fisher, speaking on behalf of the special committee said, “The independent special committee carefully considered this offer with the counsel of independent legal and financial advisors and, after extensive negotiations, unanimously concluded that this transaction is in the best interest of our public stockholders.”

“In addition to providing West’s public stockholders a premium for their shares, we believe this transaction is also in the best interest of the Company’s employees and customers,” said Thomas B. Barker, Chief Executive Officer of West Corporation.

Barker continued, “Further, we are pleased to be partnering with an experienced group of investors who understand our business and are committed to working with management. These investors have an excellent reputation of building value at their portfolio companies by providing strong financial resources and strategic skills. We are proud of the significant value we have created over the past 20 years and look forward to continuing to serve our clients and growing the Company.”

“West Corporation benefits from leading market positions in strong growth industries. We look forward to building on the Company’s track record of profitable growth in partnership with its extraordinary management team and employees,” said Anthony J. DiNovi, Co-President of Thomas H. Lee Partners.

“The West management team has done a remarkable job growing the Company organically and through strategic acquisitions. It’s a great set of assets and an even better management team. We look forward to partnering with them,” said Joshua L. Steiner, a Managing Principal of Quadrangle Group.

Goldman Sachs is acting as financial advisor and Sidley Austin LLP is acting as legal advisor for West Corporation. Morgan Stanley is acting as financial advisor and Potter Anderson & Corroon LLP is acting as legal advisor for the special committee of West’s board of directors. Lehman Brothers and Deutsche Bank are acting as financial advisors and Ropes and Gray LLP is acting as legal advisor to Thomas H. Lee Partners and Quadrangle Group. Lehman Brothers, Deutsche Bank and Bank of America have provided commitments on an exclusive basis for the debt portion of the financing for the transaction, which are subject to customary conditions.