OpenText Announces Senior Secured Notes Offering to Redeem its Outstanding 2027 Notes and Fund Tender Offer for a Portion of its Outstanding 2028 Notes

OpenText plans a new senior secured notes issue to refinance its 2027 bonds and help fund a tender offer for part of its 2028 notes.

Rhea-AI Summary

OpenText (OTEX) has launched, subject to market and customary conditions, a proposed offering of senior secured notes under Rule 144A and Regulation S.

The new notes will be guaranteed and secured on the same senior secured basis as OpenText’s existing credit facilities, term loan and 6.900% Senior Secured Notes due 2027. Net proceeds are intended to fund the full redemption of the outstanding $1.0 billion principal amount of the 2027 Notes, including premiums, interest and related costs, and to fund all or part of the consideration for 3.875% Senior Notes due 2028 accepted in a tender offer, up to $450 million principal amount, plus accrued interest and related expenses. Any remaining proceeds will be used for general corporate purposes, and there is no assurance the redemption or tender will occur as described.

Positive

• Planned redemption of 2027 Notes covering $1.0 billion principal plus premiums and interest
• Tender offer funding for up to $450 million of 3.875% 2028 Notes may reduce that maturity

Negative

• Offering, redemption and tender offer are subject to financing and market conditions with no assurance of completion

News Explained

If the financing condition is met or waived, OpenText may use cash on hand for any portion of the 2027-note redemption or 2028-note tender and related amounts.

Market Context

On Sep 22, OpenText disclosed a conditional $1.0 billion redemption and only a potential notes offer...

Analysis

On Sep 22, OpenText disclosed a conditional $1.0 billion redemption and only a potential notes offering; the current release moved that same financing sequence forward by commencing the proposed offering and adding a tender offer for 2028 notes.

Key Figures

2027 Notes principal to be redeemed: $1.0 billion 2028 Notes tender offer cap: $450 million 2027 Notes coupon: 6.900% +1 more

2027 Notes principal to be redeemed

$1.0 billion

Redemption in full, including applicable premium, interest and related costs

2028 Notes tender offer cap

$450 million

Aggregate principal amount; subject to increase or decrease by the Company

2027 Notes coupon

6.900%

Senior Secured Notes due 2027

2028 Notes coupon

3.875%

Senior Notes due 2028, subject to the tender offer

Previous Offering Reports

1 past event · Latest: Sep 22

Same Type 1 event

1. Sep 22

   Debt financing

   24h Move

   -0.4%

   Conditional redemption notice covered $1.0 billion of 2027 notes; secured-note financing remained potential.

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

Key Terms

rule 144a, regulation s, senior secured notes, tender offer

4 terms

rule 144a regulatory

"pursuant to Rule 144A ("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

"Rule 144A ("Rule 144A") and Regulation S ("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.

senior secured notes financial

"a proposed offering of senior secured notes of one or more series"

Senior secured notes are loans a company sells to investors that are backed by specific assets and given first priority for repayment if the company defaults. Because they have a claim on collateral and are paid before other debts, they usually offer lower risk and correspondingly lower interest than unsecured debt; investors use them to judge how safe repayment and recovery of principal might be, like holding a mortgage instead of an unsecured credit card balance.

tender offer financial

"consideration for any of its outstanding 3.875% Senior Notes due 2028"

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

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WATERLOO, ON, Sept. 23, 2026 /PRNewswire/ -- Open Text Corporation (the "Company" or "OpenText") (NASDAQ: OTEX), (TSX: OTEX) today announced that it has commenced, subject to market and customary conditions, a proposed offering of senior secured notes of one or more series (collectively, the "Notes") pursuant to Rule 144A ("Rule 144A") and Regulation S ("Regulation S") under the Securities Act of 1933, as amended (the "Securities Act").

The Notes will be guaranteed on a senior secured basis by OpenText's existing wholly-owned subsidiaries that are guarantors or co-obligors under OpenText's senior secured credit facilities, term loan credit agreement and its 6.900% Senior Secured Notes due 2027 (the "2027 Notes"). The Notes and related guarantees will be secured on the same basis as the Company's senior secured credit facilities, term loan credit agreement and 2027 Notes.

OpenText intends to use the net proceeds from the proposed offering to fund (i) the redemption in full of the outstanding $1.0 billion principal amount of its 2027 Notes, including the payment of the applicable redemption premium, accrued and unpaid interest and related costs and expenses and (ii) all or a portion of the consideration for any of its outstanding 3.875% Senior Notes due 2028 (the "2028 Notes") accepted for purchase in the tender offer by the Company for such 2028 Notes, up to an aggregate principal amount of the 2028 Notes that will not exceed $450 million (subject to increase or decrease by the Company), plus accrued and unpaid interest and related costs and expenses (the "Tender Offer"). To the extent the financing condition applicable to such redemption or the Tender Offer 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. Any remaining net proceeds from the proposed offering will be used for general corporate purposes.

The precise timing, size and terms of the proposed offering are subject to market conditions and other factors.

The Notes and related guarantees will not be registered under the Securities Act. The Notes and related guarantees may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act), except to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A under the Securities Act and to certain persons in offshore transactions in reliance on Regulation S under the Securities Act. The Notes have not been and will not be qualified for sale to the public by prospectus under applicable Canadian securities laws and, accordingly, any offer and sale of the Notes in Canada will be made on a basis which is exempt from the prospectus requirements of such securities laws.

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

This press release shall not constitute a notice of redemption under the indenture governing the 2027 Notes, and such 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 any such redemption will be effected as described above.

This press release shall not constitute an offer to purchase the 2028 Notes in the Tender Offer, which is only made pursuant to the Offer to Purchase dated September 23, 2026 (the "Offer to Purchase"), which is subject to the conditions, including the financing condition described therein. Holders of the 2028 Notes should refer to the Offer to Purchase available from Global Bondholder Services Corporation, the tender and information agent for the Tender Offer, and the Company's concurrent press release related to the Tender Offer dated September 23, 2026.

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 proposed offering, the proposed conditional redemption and the proposed Tender Offer, 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.

Copyright © 2026 OpenText. All Rights Reserved. Trademarks owned by OpenText. One or more patents may cover this product(s).

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SOURCE Open Text Corporation

FAQ

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How will the new senior secured notes be structured and secured?

The notes will be issued in one or more series pursuant to Rule 144A and Regulation S and will be guaranteed on a senior secured basis by OpenText’s existing wholly owned subsidiaries that guarantee or are co-obligors under its senior secured credit facilities, term loan credit agreement and 6.900% Senior Secured Notes due 2027. The notes and guarantees will be secured on the same basis as those existing obligations.

Who is eligible to purchase the new OpenText notes?

The notes and related guarantees will not be registered under the U.S. Securities Act and may not be offered or sold in the United States or to U.S. persons except to persons reasonably believed to be qualified institutional buyers under Rule 144A. Certain non‑U.S. persons may purchase in offshore transactions in reliance on Regulation S. The notes will not be qualified for sale to the public in Canada and any sales there will rely on prospectus exemptions.

Can OpenText use cash on hand instead of offering proceeds for the redemption or tender offer?

To the extent the financing condition for the redemption of the 2027 Notes or the tender offer for the 2028 Notes is met or waived, OpenText may use cash on hand to fund any portion of the redemption or the tender offer and related amounts. Any remaining net proceeds from the proposed offering will be used for general corporate purposes.

Does this press release itself constitute the redemption notice or tender offer for noteholders?

No. The press release is not a notice of redemption under the indenture for the 2027 Notes and any redemption remains subject to the conditions in the applicable notice of redemption. It also does not constitute an offer to purchase the 2028 Notes; the tender offer is being made only pursuant to the Offer to Purchase dated September 23, 2026.

Where can holders of the 3.875% Senior Notes due 2028 obtain tender offer documentation?

Holders of the 2028 Notes should refer to the Offer to Purchase dated September 23, 2026, which is available from Global Bondholder Services Corporation, the tender and information agent for the tender offer, and to the company’s concurrent press release related to the tender offer.