What is the financing condition attached to the tender offer and related 2027 note redemption?

The company's obligation to purchase tendered 2028 bonds is conditioned on receiving net proceeds from a proposed offering of senior secured notes under Rule 144A and Regulation S on terms satisfactory to it. The proceeds must be sufficient to fund (i) the full redemption of the outstanding $1.0 billion 6.900% Senior Secured Notes due 2027, including redemption premium, accrued interest and related costs, and (ii) in the company's reasonable judgment, at least a material portion of the 2028 bonds accepted in the tender, up to the Aggregate Maximum Tender Amount plus related amounts. The company may also use cash on hand once this condition or the 2027 redemption conditions are met or waived.

OpenText Announces Cash Tender Offer for a Portion of its Outstanding 2028 Notes

Q: What securities are targeted in OpenText's tender offer and how large is the outstanding amount?

The tender offer targets OpenText's 3.875% Senior Notes due 2028. The aggregate principal amount of these bonds outstanding is $900,000,000 as of September 23, 2026, and the company may purchase up to an aggregate principal amount that will not exceed $450,000,000, subject to possible increase or decrease.

Q: Is the tender offer contingent on a minimum amount of 2028 notes being tendered?

No. The tender offer is not contingent upon the tender of any minimum principal amount of the 3.875% Senior Notes due 2028.

OpenText launches a conditional cash tender for up to half of its 2028 notes as part of a broader refinancing of 2027 debt.

Rhea-AI Impact

(Neutral)

Rhea-AI Sentiment

(Neutral)

Rhea-AI Summary

OpenText (OTEX) has launched a cash tender offer to buy up to $450 million aggregate principal amount of its outstanding 3.875% Senior Notes due 2028. The notes have $900 million aggregate principal outstanding and the tender price will be based on a fixed spread of 50 basis points over the yield of the 4.250% U.S. Treasury due February 15, 2028, determined at 3:00 p.m. New York City time on September 29, 2026. The offer expires at 5:00 p.m. New York City time on September 29, 2026, with settlement expected on October 2, 2026. Completion is subject to a financing condition tied to a proposed Rule 144A/Reg S senior secured notes offering sufficient to redeem $1.0 billion of 6.900% Senior Secured Notes due 2027 and fund a material portion of the tendered 2028 notes.

Positive

Up to $450 million of 3.875% 2028 notes targeted for repurchase
Refinancing aims to redeem $1.0 billion of 6.900% notes due 2027
Tender pricing set via +50 bps fixed spread over 4.250% U.S. Treasury 2028

Negative

Tender Offer and 2027 note redemption subject to Financing Condition, creating execution risk

News Explained

The offer remains conditional on the specified financing condition, but if that condition—or a condition to redeeming the 2027 notes—is met or waived, OpenText may use cash on hand for any portion of the 2027-note redemption or the 2028-note tender.

Market Context

The $1.0 billion conditional 2027-note redemption disclosed previously preceded this tender and was ...

Analysis

The $1.0 billion conditional 2027-note redemption disclosed previously preceded this tender and was tied to potential new secured-note financing; that earlier liability-management record connects the events but does not establish a response to this offer.

Key Figures

Maximum tender amount: $450,000,000 Outstanding principal: $900,000,000 2028 notes coupon: 3.875% +5 more

Maximum tender amount: $450,000,000; Aggregate principal amount; subject to increase or decrease by the Company
Outstanding principal: $900,000,000; 3.875% Senior Notes due 2028, as of September 23, 2026
2028 notes coupon: 3.875%; Senior Notes due 2028 subject to the tender offer
Fixed spread: +50 basis points; Spread used in determining tender offer consideration
2027 notes principal: $1.0 billion; Full redemption is subject to the financing condition
Withdrawal deadline: September 29, 2026, 5:00 p.m. New York City time; Deadline for valid tenders to remain eligible for consideration
Price determination: September 29, 2026, 3:00 p.m. New York City time; Scheduled determination time, unless extended
Expected settlement: October 2, 2026; Expected settlement date for bonds tendered by the scheduled expiration

Historical Context

1 past event · Latest: Sep 22

1 event

Sep 22
Conditional redemption notice

24h Move

-0.4%

Conditional full redemption of $1.0 billion 2027 notes and potential new secured-note financing.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

cash tender offer, proration, par call date, rule 144a, +1 more

5 terms

cash tender offer financial

"commencement of a cash tender offer"

A cash tender offer is a public proposal in which an individual or group offers to buy a set number of a company's shares directly from shareholders for a specified cash price during a limited time. It matters to investors because it gives a clear, immediate chance to sell shares at a known price — like a store offering to buy back items at a posted rate — and can affect the stock’s market price, ownership control and liquidity.

proration financial

"The Bonds will be subject to proration"

Proration is the method of dividing a limited quantity—such as shares in an offering, dividends, or rights—among claimants when demand exceeds supply, so each participant receives a proportional slice rather than the full amount requested. It matters to investors because proration determines how many shares or what portion of a payout they actually receive, which affects portfolio size, cash needs, and the expected return; think of it as splitting a pie fairly when more people want a piece than there are slices.

par call date financial

"the application of the par call date"

The par call date is the specific time when a company can choose to pay back a bond or debt in full at its original value, known as the face amount or par value. It matters to investors because it indicates when the issuer might repay the debt early, potentially affecting investment plans or expected income. Think of it like a fixed date when a loan can be fully settled, giving investors clarity on when they might get their money back.

rule 144a regulatory

"pursuant to Rule 144A and Regulation S"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

regulation s regulatory

"pursuant to Rule 144A and Regulation S"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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09/23/2026 - 09:12 AM

WATERLOO, ON, Sept. 23, 2026 /PRNewswire/ -- Open Text Corporation (the "Company" or "OpenText") (NASDAQ: OTEX), (TSX: OTEX) today announced the commencement of a cash tender offer (the "Tender Offer") to purchase its outstanding 3.875% Senior Notes due 2028 (the "Bonds"), up to an aggregate principal amount that will not exceed $450,000,000 (subject to increase or decrease by the Company, the "Aggregate Maximum Tender Amount").

The price offered in the Tender Offer and certain other information relating to the Tender Offer are set forth in the table below.

Title of Bonds	CUSIP/ISIN Numbers¹	Aggregate Principal Amount Outstanding²	Aggregate Maximum Tender Amount	Reference U.S. Treasury Security	Bloomberg Reference Pages³	Fixed Spread (basis points)
3.875% Senior Notes due 2028	683715AC0 (144A) / C69827AC4 (RegS) US683715AC05 (144A) / USC69827AC45 (Reg S)	$900,000,000	$450,000,000	4.250% U.S. Treasury due February 15, 2028	FIT4	+50

1.	No representation is made as to the correctness or accuracy of the CUSIP/ISIN Numbers listed in this press release or printed on the Bonds. They are provided solely for the convenience of the Holders (as defined herein) of the Bonds.
2.	As of September 23, 2026.
3.	The applicable page on Bloomberg from which the Dealer Managers (as defined herein) will quote the bid side prices of the applicable U.S. Treasury Security.

The Tender Offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 23, 2026 (as the same may be amended or supplemented from time to time, the "Offer to Purchase"), including the Financing Condition (as defined below). The Tender Offer is open to all registered holders (the "Holders") of the Bonds. The Company reserves the right, but is under no obligation, to increase or decrease the Aggregate Maximum Tender Amount at any time, including on or after the Price Determination Date (as defined below), without extending withdrawal rights except as required by law. The Bonds will be subject to proration (as described in the Offer to Purchase) if the aggregate principal amount of the Bonds validly tendered and not validly withdrawn would cause the Aggregate Maximum Tender Amount to be exceeded.

Subject to the terms and conditions of the Tender Offer, each Holder who validly tenders and does not subsequently validly withdraw its Bonds at or prior to 5:00 p.m., New York City time, on September 29, 2026 (the "Withdrawal Deadline"), will be entitled to receive the applicable total consideration ("Tender Offer Consideration"), plus accrued and unpaid interest up to, but not including, the settlement date if and when such Bonds are accepted for payment. The Tender Offer Consideration for the Bonds validly tendered and accepted for purchase will be determined in the manner described in the Offer to Purchase by reference to the fixed spread over the yield to maturity based on the bid side price of the Reference U.S. Treasury Security specified in the table above and in the Offer to Purchase. In calculating the Tender Offer Consideration for the Bonds, the application of the par call date will be in accordance with standard market practice. The Tender Offer Consideration will be determined at 3:00 p.m., New York City time, September 29, 2026, unless extended by the Company (the "Price Determination Date").

Payments for the Bonds purchased will include accrued and unpaid interest from and including the last interest payment date applicable to the Bonds up to, but not including, the settlement date for the Bonds accepted for purchase. The settlement date for the Bonds that are validly tendered on or prior to 5:00 p.m., New York City time, on September 29, 2026 (the "Expiration Date"), is expected to be October 2, 2026, three business days following the scheduled Expiration Date (the "Settlement Date").

The Tender Offer is subject to the satisfaction or waiver of certain conditions, including the Financing Condition, as described herein, and the Company expressly reserves its right, subject to applicable law, to terminate the Tender Offer at any time prior to the Expiration Date.

The Company's obligation to accept for purchase, and to pay for, Bonds validly tendered pursuant to the Tender Offer is subject to, and conditioned upon, among other things, the Company receiving net proceeds from the Company's proposed offering of senior secured notes of one or more series pursuant to Rule 144A ("Rule 144A") and Regulation S ("Regulation S") under the Securities Act of 1933, as amended (the "Securities Act"), on terms and conditions satisfactory to the Company sufficient to fund (i) the redemption in full of the outstanding $1.0 billion principal amount of its 6.900% Senior Secured Notes due 2027 (the "2027 Notes"), including the payment of the applicable redemption premium, accrued and unpaid interest and related costs and expenses and (ii) in the Company's reasonable judgment, an amount at least equal to a material portion of the Bonds accepted for purchase in the Tender Offer, up to the Aggregate Maximum Tender Amount, plus accrued and unpaid interest and related costs and expenses (the "Financing Condition"), it being understood that to the extent the Financing Condition (or any condition to the redemption of the 2027 Notes) is otherwise met or waived, the Company may use cash on hand to fund any portion of the redemption or the Tender Offer and such related amounts, as applicable. The Tender Offer is not contingent upon the tender of any minimum principal amount of the Bonds.

The Company has retained RBC Capital Markets, LLC and Citigroup Global Markets Inc. to serve as Dealer Managers for the Tender Offer. Global Bondholder Services Corporation has been retained to serve as the tender and information agent for the Tender Offer. Questions regarding the Tender Offer may be directed to RBC Capital Markets, LLC, Attention: Liability Management Team, Phone: +1 212 618 7843, Toll-Free: +1 877 381 2099, Email: liability.management@rbccm.com and Citigroup Global Markets Inc., Attention: Liability Management Group, Toll Free: (800) 558-3745, Collect: (212) 723-6106, Email: ny.liabilitymanagement@citi.com. Requests for the Offer to Purchase may be directed to Global Bondholder Services Corporation at (212) 430-3774 (for banks and brokers only) and (855) 654-2014 (for all others toll-free), by email at contact@gbsc-usa.com. Additionally, copies of the Offer to Purchase are available at the following webpage: https://www.gbsc-usa.com/opentext/. The Company is making the Tender Offer only by, and pursuant to, the terms of the Offer to Purchase. None of the Company, the Dealer Managers, or the Tender and Information Agent make any recommendation as to whether Holders should tender or refrain from tendering their Bonds. Holders must consult their own investment and tax advisors and make their own decisions as to whether to tender their Bonds and, if so, the principal amount of the Bonds to tender. The Tender Offer is not being made to holders of the Bonds in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Tender Offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of the Company by the Dealer Managers, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any securities described above, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

This press release shall not constitute a notice of redemption under the indenture governing the 2027 Notes, and the Redemption is subject to the conditions set forth in the applicable notice of redemption, including the financing condition described therein. Such notice has been made only in accordance with the provisions of the indenture governing the 2027 Notes. There can be no assurances as to whether the Redemption will be effected as described above.

OTEX-F

About OpenText

OpenText™ is a global leader in data management for enterprise AI, helping organizations protect, govern, and activate their data with confidence. Our technologies turn data into information with context to form the knowledge base for enterprise AI.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this press release may contain words considered forward-looking statements or information under applicable securities laws. These statements are based on OpenText's current expectations, estimates, forecasts and projections about the timing of the Tender Offer, the Company's ability to complete the Tender Offer, the Company's ability to complete the proposed conditional redemption, other terms of the Tender Offer including the Financing Condition, the successful completion of the Company's proposed offering of senior secured notes of one or more series pursuant to Rule 144A and Regulation S under the Securities Act sufficient to satisfy the Financing Condition, and the operating environment, economies and markets in which OpenText operates. These statements are subject to important assumptions, risks and uncertainties that are difficult to predict, and the actual outcome may be materially different. OpenText's assumptions, although considered reasonable by OpenText at the date of this press release, may prove to be inaccurate and consequently its actual results could differ materially from the expectations set out herein. For additional information with respect to risks and other factors which could occur, see OpenText's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other securities filings with the Securities and Exchange Commission and other securities regulators. Readers are cautioned not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Unless otherwise required by applicable securities laws, OpenText disclaims any intention or obligations to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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SOURCE Open Text Corporation

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What securities are targeted in OpenText's tender offer and how large is the outstanding amount?

The tender offer targets OpenText's 3.875% Senior Notes due 2028. The aggregate principal amount of these bonds outstanding is $900,000,000 as of September 23, 2026, and the company may purchase up to an aggregate principal amount that will not exceed $450,000,000, subject to possible increase or decrease.

How and when will the Tender Offer Consideration for the 2028 notes be determined?

The Tender Offer Consideration will be calculated by reference to a fixed spread of 50 basis points over the yield to maturity of the 4.250% U.S. Treasury due February 15, 2028, based on its bid side price on the applicable Bloomberg reference page FIT4. This pricing will be set at 3:00 p.m., New York City time, on September 29, 2026, unless extended by the company.

What are the key deadlines for holders who want to participate in the tender offer?

Holders must validly tender and not subsequently validly withdraw their bonds by the Withdrawal Deadline of 5:00 p.m., New York City time, on September 29, 2026. This time is also the Expiration Date of the offer. The settlement date for bonds accepted for purchase is expected to be October 2, 2026, three business days after the scheduled Expiration Date.

Will all bonds tendered be accepted if the offer is oversubscribed?

No. If the aggregate principal amount of 2028 bonds validly tendered and not validly withdrawn would cause the Aggregate Maximum Tender Amount to be exceeded, the bonds will be subject to proration as described in the Offer to Purchase. In that case, only a portion of the bonds tendered by each holder may be accepted.

Who are the dealer managers and how can holders obtain more information or documents?

RBC Capital Markets, LLC and Citigroup Global Markets Inc. are the Dealer Managers for the tender offer. Global Bondholder Services Corporation is the tender and information agent. Holders can direct questions to RBC Capital Markets or Citigroup at the phone numbers and emails provided in the announcement and can request or access the Offer to Purchase from Global Bondholder Services Corporation, including via the webpage https://www.gbsc-usa.com/opentext/.

Is the tender offer contingent on a minimum amount of 2028 notes being tendered?

No. The tender offer is not contingent upon the tender of any minimum principal amount of the 3.875% Senior Notes due 2028.

OpenText Announces Cash Tender Offer for a Portion of its Outstanding 2028 Notes