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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM 8-K
______________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 23, 2026
______________________
Open Text Corporation
(Exact name of Registrant as specified in its charter)
______________________
| | | | | | | | |
| | |
| Canada | 0-27544 | 98-0154400 |
(State or Other Jurisdiction
of Incorporation) | (Commission
File Number) | (IRS Employer
Identification No.) |
275 Frank Tompa Drive, Waterloo, Ontario, Canada N2L 0A1
(Address of principal executive offices)
(519) 888-7111
(Registrant's telephone number, including area code)
______________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common stock without par value | OTEX | NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On September 23, 2026, Open Text Corporation (“OpenText” or the “Company”) issued a press release that the Company has commenced, subject to market and customary conditions, a proposed offering (the “Notes Offering”) of senior secured notes of one or more series (collectively, the “Notes”) pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). A copy of the press release is filed as Exhibit 99.1 hereto, and the information contained in Exhibit 99.1 is incorporated herein by reference into this Item 8.01.
The Company also issued a press release announcing the commencement of a tender offer (the “Tender Offer”) of its outstanding 3.875% Senior Notes due 2028 (the “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). A copy of the press release is filed as Exhibit 99.2 hereto, and the information contained in Exhibit 99.2 is incorporated herein by reference into this Item 8.01.
This filing shall not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of, the Notes in the proposed Notes Offering 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 filing 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 a 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 such related Company press release.
| | | | | |
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| | | | | | | | |
Exhibit No. | | Description |
| | |
99.1 | | Press Release, dated September 23, 2026. |
99.2 | | Press Release, dated September 23, 2026. |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | | | | | | | |
| | OPEN TEXT CORPORATION |
| | | |
| September 23, 2026 | | By: | /s/ Michael F. Acedo |
| | | | Michael F. Acedo
EVP, Chief Legal Officer & Corporate Secretary |
OpenText Announces Senior Secured Notes Offering to Redeem its Outstanding 2027 Notes and Fund Tender Offer for a Portion of its Outstanding 2028 Notes
Waterloo, ON, September 23, 2026 – 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.
For more information, please contact:
Greg Secord
Vice President, Global Head of Investor Relations
Open Text Corporation
(416) 956 0380 (Canada) / (415) 963 0825 (U.S.)
investors@opentext.com
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).
OpenText Announces Cash Tender Offer for a Portion of its Outstanding 2028 Notes
Waterloo, ON, September 23, 2026 – 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 |
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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.
For more information, please contact:
Greg Secord
Vice President, Global Head of Investor Relations
Open Text Corporation
(416) 956 0380 (Canada) / (415) 963 0825 (U.S.)
investors@opentext.com
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.
Copyright © 2026 OpenText. All Rights Reserved. Trademarks owned by OpenText. One or more patents may cover this product(s).
