On September 23, 2026, Open Text Corporation announced a proposed offering of senior secured notes pursuant to Rule 144A and Regulation S under the Securities Act of 1933. The notes will be guaranteed on a senior secured basis by Open Text’s existing wholly-owned subsidiaries that are guarantors under the company’s senior secured credit facilities, term loan credit agreement, and its 6.900% Senior Secured Notes due 2027.
The company intends to use the net proceeds from this offering for two primary purposes. First, it plans to redeem in full the outstanding $1.0 billion principal amount of its 2027 Notes, which includes the payment of any applicable redemption premium, accrued interest, and related costs. Second, the proceeds will be used to fund all or a portion of a tender offer for the company’s outstanding 3.875% Senior Notes due 2028. The tender offer is for an aggregate principal amount of the 2028 Notes that will not exceed $450 million, subject to increase or decrease by the company, plus accrued interest and expenses.
To the extent the financing conditions applicable to the redemption or the tender offer are met or waived, Open Text may use cash on hand to fund any portion of these transactions. Any remaining net proceeds will be used for general corporate purposes. The offering is subject to market and customary conditions, and the notes will not be registered under the Securities Act.
