Waterloo, Ontario, October 1st / PRNewswire / -- Open Text Corporation ("The Company" or " OpenText ") (Nasdaq: OTEX; Toronto Stock Exchange: OTEX) announced today that it has completed its note financing ("Note Issuance"). The issuance includes: $500 million in senior secured notes with a coupon rate of 6.700% maturing in 2031, and $500 million in senior secured notes with a coupon rate of 7.150% maturing in 2033 (collectively referred to as "Notes"). The Company also announced that it has signed amendments to its revolving credit facility (" Revolver "), which primarily extend the maturity date of the revolving credit facility from December 19, 2028, to October 1, 2031, subject to certain terms stipulated in the revolving credit facility.
OpenText indicates that the net proceeds from the issuance of notes, together with cash on hand, will be combined for the following purposes: (i) to fully redeem the outstanding $1 billion of 6.900% preferred secured notes due in 2037 ("2027 Notes"), including payment of the applicable redemption premium, accrued but unpaid interest, and related costs and expenses; and ( ii ) to pay for any note consideration accepted in the company's tender offer (" Tender Offer ") for the 3.875% preferred notes due in 2028 ("2028 Notes"). The total principal of the 2028 Notes accepted for purchase shall not exceed $300 million. Both transactions are expected to be completed on October 2, 2026.
These bills and related guarantees are provided with senior guarantees by the existing wholly-owned subsidiaries of OpenText. These subsidiaries are also the guarantors or joint debtors for the revolving credit arrangement, the OpenText first lien term loan financing arrangement (“Term Loan Credit Agreement”), as well as the 2027 bills. The priority of the guarantees for these bills and related guarantees is the same as that of the revolving credit arrangement, the term loan financing arrangement, and the 2027 bills.
These notes and related guarantees have not been, nor will they be, registered in accordance with the revised Securities Act of 1933. The notes and related guarantees were issued under Section 144A of the Securities Act and Regulation S. Except for being issued to persons that are reasonably considered to be qualified institutional buyers, relying on the exemption from registration provided by Section 144A of the Securities Act, and being issued to certain non-U.S. persons through offshore transactions in accordance with Regulation S of the Securities Act, these notes and related guarantees have not been or will not be offered or sold within the United States to U.S. persons (as defined in Regulation S of the Securities Act), nor will they be offered or sold within the United States. Under the applicable Canadian securities laws, these notes have not been, nor will they be, permitted to be sold to the public through a prospectus. Therefore, any offering or sale in Canada is conducted on the basis of an exemption from prospectus requirements. This press release does not constitute an offer to sell or an invitation to purchase in any jurisdiction; any such offer, invitation, or sale prior to the registration, qualification, or exemption required by the relevant securities laws is illegal in such jurisdictions.
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About OpenText
OpenText ™ is a global leader in data management for AI enterprises, helping organizations to confidently protect, govern, and activate their data. Our technology transforms data into context-rich information, thereby building the knowledge foundation for corporate AI.
Warning Regarding Forward-Looking Statements
Certain statements in this press release may contain forward-looking statements or information as defined by the securities laws. These statements are based on current expectations, estimates, projections, and outlooks regarding the redemption and tender offer of OpenText, as well as the business environment, economy, and market in which OpenText operates. These statements are subject to significant assumptions, risks, and uncertainties and are difficult to predict; actual results may differ materially from them. Assumptions that were deemed reasonable on the date of issuance of this press release by OpenText may prove to be inaccurate, and therefore, actual results may differ significantly from those anticipated herein. For more information regarding potential risks and other factors, please refer to OpenText's annual report 10-K, quarterly reports 10-Q, and other securities filing documents submitted to the U.S. Securities and Exchange Commission and other securities regulatory authorities. Readers are cautioned not to rely excessively on any such forward-looking statements, which are only valid as of the date they are made. Unless otherwise required by applicable securities laws, OpenText has no intention or obligation to update or revise any forward-looking statements due to new information, future events, or other reasons.
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