OpenText Corporation announced on September 23, 2026, that it has priced an offering of senior secured notes. The company is issuing $500 million principal amount of 6.700% notes due 2031 and $500 million principal amount of 7.150% notes due 2033. These securities are being offered pursuant to Rule 144A and Regulation S under the Securities Act of 1933.
The notes will be guaranteed on a senior secured basis by OpenText’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 offering is expected to close on October 1, 2026, subject to customary closing conditions.
OpenText intends to use the net proceeds from the notes offering, combined with cash on hand, for two specific purposes. First, the company plans to redeem in full its outstanding $1.0 billion principal amount of 2027 Notes, which includes the payment of applicable redemption premiums, accrued interest, and related costs. Second, the proceeds will fund a tender offer for a portion of its outstanding 3.875% Senior Notes due 2028. The aggregate principal amount of the 2028 Notes accepted for purchase will not exceed $450 million, subject to increase or decrease by the company, plus accrued interest and related expenses.
The notes and related guarantees are not registered under the Securities Act and may not be offered or sold within the United States or to U.S. persons, except to qualified institutional buyers in reliance on Rule 144A or in offshore transactions in reliance on Regulation S.
