OpenText Completes $1.0 Billion Senior Secured Notes Offering

OpenText plans to refinance its 2027 notes and purchase up to $300 million principal amount of its 2028 notes.

Rhea-AI Summary

OpenText (OTEX) has closed a $1.0 billion senior secured notes offering and extended the maturity of its revolving credit facility.

The offering comprises $500 million of 6.700% notes due 2031 and $500 million of 7.150% notes due 2033. The revolving facility's maturity moved from December 19, 2028 to October 1, 2031, subject to its terms. OpenText intends to use net proceeds and cash on hand to redeem all $1.0 billion of its 6.900% secured notes due 2027, including a redemption premium, interest and related costs, and purchase up to $300 million principal amount of its 3.875% notes due 2028 through a tender offer. Both are expected to settle on October 2, 2026.

4 points · 1 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

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Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

1 major · 2 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major pointCompleted notes offering provides $1.0 billion in aggregate principal funding. 18% of market cap
• Moderate pointRevolving credit maturity extended from December 19, 2028 to October 1, 2031, subject to its terms.
• Minor point. Forward-looking: it has not happened yet and may not happen.Planned redemption retires $1.0 billion of 6.900% notes due 2027; settlement expected October 2, 2026.
• Minor point. Forward-looking: it has not happened yet and may not happen.Tender offer targets purchases of up to $300 million principal of 3.875% notes due 2028; settlement expected October 2, 2026.

Negative

• Major pointNew secured debt includes $500 million at 6.700% due 2031 and $500 million at 7.150% due 2033.
• Minor point. Forward-looking: it has not happened yet and may not happen.Planned refinancing uses cash on hand alongside net proceeds and includes redemption premium, interest and related costs.

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WATERLOO, ON, Oct. 1, 2026 /PRNewswire/ -- Open Text Corporation (the "Company" or "OpenText") (NASDAQ: OTEX), (TSX: OTEX) announced today that it has closed its offering (the "Notes Offering") of $500 million aggregate principal amount of 6.700% senior secured notes due 2031 and $500 million aggregate principal amount of 7.150% senior secured notes due 2033 (together, the "Notes"). The Company further announced it executed an amendment to its revolving credit facility (the "Revolver") principally to extend the maturity of the Revolver from December 19, 2028 to October 1, 2031, subject to certain terms as specified under the Revolver.

OpenText intends to use the net proceeds from the Notes Offering, together with cash on hand, to fund, in the aggregate (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) 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 $300 million (the "Tender Offer"), both of which are expected to settle on October 2, 2026. The Notes are guaranteed on a senior secured basis by OpenText's existing wholly-owned subsidiaries that are guarantors or co-obligors under the Revolver, OpenText's first lien term loan facility (the "Term Loan Credit Agreement") and the 2027 Notes. The Notes and related guarantees are secured on the same basis as the Revolver, the Term Loan Credit Agreement and the 2027 Notes.

The Notes and related guarantees have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"). The Notes and the related guarantees were issued pursuant to Rule 144A and Regulation S under the Securities Act. The Notes and related guarantees were not 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 non-U.S. 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 were made on a basis which was 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.

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 redemption and the 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

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

What are the terms of OpenText's completed $1.0 billion notes offering?

The offering consists of $500 million of 6.700% senior secured notes due 2031 and $500 million of 7.150% senior secured notes due 2033. The offering has closed.

What guarantees and security support OpenText's new notes?

The notes are guaranteed on a senior secured basis by existing wholly owned subsidiaries that are guarantors or co-obligors under OpenText's revolving facility, first-lien term loan facility and 2027 notes. The notes and guarantees are secured on the same basis as those obligations.