XML 38 R22.htm IDEA: XBRL DOCUMENT v3.7.0.1
Commitments and Contingencies
6 Months Ended
Jun. 30, 2017
Commitments And Contingencies Disclosure [Abstract]  
Commitments and Contingencies

12.

COMMITMENTS AND CONTINGENCIES

In the ordinary course of business, we and certain of our subsidiaries are defendants in various litigation matters and are subject to claims from our clients for indemnification, some of which may involve claims for damages that are substantial in amount.

Accruals have been made with respect to these matters, where appropriate, which are reflected in the Company’s consolidated financial statements. The Company may enter into discussions regarding settlement of these matters, and may enter into settlement agreements, if it believes settlement is in the best interest of the Company. The matters discussed below, if decided adversely to or settled by the Company, individually or in the aggregate, may result in liability material to the Company’s financial condition and/or results of operations.

There are asserted claims against the Company where an unfavorable outcome is considered to be reasonably possible. These claims can generally be categorized in the following areas: (l) commercial disputes with customers or other business partners, which may involve assertion of a breach of the Company’s legal or contractual obligations to the customer or a claim for indemnification for third-party losses; and (2) other matters which may include issues such as employment related claims. The Company’s estimates of the range of reasonably possible losses in excess of any amounts accrued for such claims is $0 to $24 million for all of the matters described above. The estimated range of reasonably possible losses is based on information currently available and involves elements of judgment and significant uncertainties. As additional information becomes available and the resolution of the uncertainties becomes more apparent, it is possible that actual losses may exceed even the high end of the estimated range.

In connection with the transactions contemplated by the Merger Agreement between the Company and affiliates of certain funds managed by affiliates of Apollo Global Management, LLC, five putative class action lawsuits were filed between June 26, 2017 and June 29, 2017 in the United States District Court for the District of Nebraska: Scarantino v. West Corp., et al., 4:17-cv-03080-JMG-CRZ (D. Neb.); Wyant v. West Corp., et al., 4:17-cv-03081-JMG-CRZ (D. Neb.); Wilson v. West Corp., et al., 8:17-cv-00228-JMG-CRZ (D. Neb.); Bushansky v. West Corp., et al., 4:17-cv-03083-JMG-CRZ (D. Neb.); and Katz v. West Corp. et al., 4:17-cv-03084-JMG-CRZ (D. Neb.).  The lawsuits were each filed against West and the members of the Board, and two of the lawsuits were additionally filed against Apollo Global Management and certain affiliates of funds managed by Apollo Global Management, Mount Olympus Holdings, Inc. and Olympus Merger Sub, Inc. Each alleges that the proxy statement filed in connection with the Merger violated federal securities laws in purportedly omitting to disclose information necessary to make the statements therein not materially false or misleading, including, among other things, certain financial information. One of the lawsuits additionally alleges that our directors breached their fiduciary duties in, among other things, purportedly conducting an inadequate sales process that resulted in an offer that purportedly undervalues the Company, and in filing the purportedly misleading proxy statement. On July 19, 2017, West supplemented its disclosures with respect to the transaction. On July 19, 2017, the plaintiffs in these five actions entered into a Memorandum of Understanding with the defendants that provides for, among other things, the voluntary dismissal of the actions on mootness grounds with prejudice as to the named plaintiffs.

In connection with the March 3, 2015 sale of certain of our agent-based businesses to Alorica Inc., we agreed to indemnify the buyer, up to the full purchase price of $275.0 million, with respect to the equity interests of the companies we sold, title to the equity and assets sold and the authority of the Company to sell the equity and assets and certain other covenants, which indemnification shall generally survive until expiration of the applicable statute of limitations.