STOCK TITAN
  1. Home
  2. Sec-filings
  3. OTEX
  4. [8-K] OPEN TEXT CORP Reports Material Event

OpenText plans $1B redemption of 2027 notes

OpenText conditionally plans to redeem $1.0 billion of 2027 notes and is exploring a new senior secured notes offering alongside a revolver maturity extension.

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Open Text Corporation (OTEX) plans a liability-management transaction focused on its 6.900% Senior Secured Notes due 2027. The company has issued a conditional notice of redemption for $1.0 billion principal of these 2027 Notes, targeting full redemption on October 2, 2026, subject to a financing condition tied to new debt proceeds or other funding.

The redemption price will be the greater of 100% of principal or a make-whole amount based on the treasury rate plus 50 basis points, plus accrued and unpaid interest. OpenText is also exploring a potential offering of senior secured notes under Rule 144A and Regulation S, with expected use of proceeds to fund the redemption and related costs, and any remaining proceeds for general corporate purposes including other debt repurchases or repayments. Separately, the company is seeking to amend its revolving credit agreement to extend its maturity, with the amendment still subject to definitive documentation and customary closing conditions.

Positive

  • None.

Negative

  • None.

Filing Explained

Although OpenText describes a conditional redemption targeting October 2, 2026, the filing says this 8-K and press release are not the indenture notice, no notes have been sold, and the redemption may not occur; the debt structure has not yet changed.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Principal amount of 2027 Notes subject to conditional redemption $1.0 billion 6.900% Senior Secured Notes due 2027 targeted for full redemption
Coupon rate of 2027 Notes 6.900% Interest rate on Senior Secured Notes due 2027 to be redeemed
Planned Redemption Date October 2, 2026 Scheduled date for conditional redemption of 2027 Notes
Make-whole spread over treasury rate 50 basis points Spread used in calculating alternative redemption amount
Maturity of 2027 Notes for PV calculation November 1, 2027 Assumed maturity date in make-whole present value calculation
Senior Secured Notes financial
"its outstanding 6.900% Senior Secured Notes due 2027"
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.
Rule 144A regulatory
"offering of senior secured notes pursuant to Rule 144A"
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
"and Regulation S under the Securities Act of 1933"
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.
Redemption Date financial
"redeemed on October 2, 2026 (the “Redemption Date”)"
The redemption date is the specific day when a debt-like security (such as a bond, preferred share, or certificate) must be repaid by the issuer and the investor receives the principal plus any final interest or dividends. It matters to investors because it tells when cash will return, shapes the effective return and price of the security, and creates reinvestment and timing considerations—like knowing when a loan is due so you can plan what to do with the returned money.
treasury rate financial
"discounted ... at the treasury rate ... plus 50 basis points"
The treasury rate is the interest yield governments pay when they borrow by issuing debt securities; it represents the baseline cost of money set by a sovereign issuer. Investors use it as a benchmark because it helps value other investments, sets borrowing costs across the economy, and signals confidence in public finances—think of it as the financial equivalent of a ruler or reference price that many other rates and valuations are measured against.
make-whole financial
"sum of the present value of the remaining scheduled payments"
A make-whole provision is a clause in a loan or bond that requires the borrower to pay an extra amount when repaying the debt early, intended to compensate lenders for the interest payments they will miss. It matters to investors because it changes the effective return and liquidity of a bond—reducing the incentive for borrowers to refinance and protecting holders from losing future income, much like reimbursing the remainder of a subscription if someone cancels early.

FAQ

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

What debt is OpenText (OTEX) planning to redeem?
OpenText issued a conditional notice of redemption for $1.0 billion principal amount of its 6.900% Senior Secured Notes due 2027, providing for their full redemption on October 2, 2026, subject to financing and other conditions.

When is the planned redemption date for OpenText’s 2027 Notes (OTEX)?
The conditional redemption of OpenText’s 6.900% Senior Secured Notes due 2027 is scheduled for October 2, 2026, referred to as the Redemption Date, provided all specified conditions, including the financing condition, are satisfied or waived.

How will OpenText (OTEX) determine the redemption price for the 2027 Notes?
The redemption price equals the greater of 100% of principal or a make-whole amount based on the present value of remaining payments discounted at the treasury rate plus 50 basis points, less certain interest, plus accrued and unpaid interest to the Redemption Date.

What changes is OpenText (OTEX) seeking to its revolving credit agreement?
OpenText is seeking a Revolver Amendment that it expects will, among other things, extend the maturity of its revolving credit agreement. The amendment is still subject to execution of definitive documentation and satisfaction of customary closing conditions.

Will the potential new OpenText (OTEX) notes be registered with the SEC?
Any potential senior secured notes offering will not be registered under the Securities Act. Any such notes may be offered only to qualified institutional buyers under Rule 144A and to certain investors in offshore transactions under Regulation S.

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

Understanding 8-K Material Events →
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
0001002638false00010026382026-09-222026-09-22


 
 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 22, 2026
______________________
Open Text Corporation
(Exact name of Registrant as specified in its charter)
______________________
Canada0-2754498-0154400
(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 valueOTEXNASDAQ 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. ☐


Item 8.01Other Events
On September 22, 2026, Open Text Corporation (“OpenText” or the “Company”) issued a press release announcing that the Company (i) has issued a conditional notice of redemption with respect to $1.0 billion principal amount of its outstanding 6.900% Senior Secured Notes due 2027 (the “2027 Notes”), providing for the redemption in full of such 2027 Notes on October 2, 2026, subject to the satisfaction or waiver of certain conditions, including a financing condition as described therein and (ii) is exploring a potential offering of senior secured notes pursuant to Rule 144A (“Rule 144A”) and Regulation S (“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.
In addition, the Company is currently in the process of seeking to amend its revolving credit agreement (the “Revolver Amendment”). The Company expects that the Revolver Amendment will, among other things, extend the maturity of the revolving credit agreement. The Revolver Amendment remains subject to the execution of definitive documentation and satisfaction of customary closing conditions. If and when entered into, the full text of the Revolver Amendment will be filed as an exhibit to a Current Report on Form 8-K.
This filing 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 filing shall not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of, the senior secured notes (if such offering proceeds) 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. Any such notes offering will not be registered under the Securities Act. Any such notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A and to certain persons in offshore transactions in reliance on Regulation S.
Item 9.01
Financial Statements and Exhibits
(d)    Exhibits
Exhibit No. 
Description
99.1
Press Release, dated September 22, 2026.
104Cover 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 22, 2026
By:/s/ Michael F. Acedo
Michael F. Acedo
EVP, Chief Legal Officer & Corporate Secretary



Exhibit 99.1
OpenText Announces Conditional Notice of Redemption of its Outstanding 2027 Notes and Potential Offering of Senior Secured Notes
Waterloo, ON, September 22, 2026 – Open Text Corporation (the “Company” or “OpenText”) (NASDAQ: OTEX), (TSX: OTEX) today announced that it has issued a conditional notice of redemption with respect to $1.0 billion principal amount of its outstanding 6.900% Senior Secured Notes due 2027 (the “2027 Notes”), providing for the redemption in full of such 2027 Notes on October 2, 2026 (the “Redemption Date”), subject to the satisfaction or waiver of certain conditions, including the receipt by the Company of the net proceeds from one or more offerings of debt securities sufficient to make payment of the redemption price and any other amounts payable in connection with the redemption of the 2027 Notes (the “Financing Condition”). To the extent the Financing Condition is otherwise met or waived, the Company may use cash on hand to fund any portion of the redemption price and such other amounts.
The redemption price for the 2027 Notes (the “Redemption Amount”) is equal to the greater of (A) 100% of the principal amount of the 2027 Notes to be redeemed and (B) (i) the sum of the present value of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the 2027 Notes matured on November 1, 2027) on a semi-annual basis, assuming a 360-day year consisting of twelve 30-day months, at the treasury rate (as defined in the indenture governing the 2027 Notes) plus 50 basis points less (ii) interest accrued to the Redemption Date, plus accrued and unpaid interest to, but excluding, the Redemption Date. The Redemption Amount will become due and payable on the 2027 Notes on the Redemption Date and, unless the Company defaults in making payment of the Redemption Amount, interest on the 2027 Notes shall cease to accrue on and after the Redemption Date. Upon redemption, the 2027 Notes will be cancelled and any obligation thereunder extinguished.
The Company is also exploring a potential offering of senior secured notes pursuant to Rule 144A (“Rule 144A”) and Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”). The Company expects to use the net proceeds from any such offering to fund the redemption of the 2027 Notes, including the payment of the applicable redemption premium, accrued and unpaid interest and related costs and expenses, and, to the extent that the financing condition is otherwise met or waived, the Company may elect to use cash on hand to fund a portion of such amounts. The Company expects any remaining net proceeds from the potential offering will be used for general corporate purposes, which may include any method of repurchase or repayment of our outstanding debt.
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. 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 sell, or the solicitation of an offer to buy, nor shall there be any sale of, the senior secured notes (if such offering proceeds) 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. Any such notes offering will not be registered under the Securities Act. Any such notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A and to certain persons in offshore transactions in reliance on Regulation S.
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 conditional redemption, the potential senior secured notes offering, 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).

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Press Releases

Other Documents

Keep reading

More on OTEX

Trending in the feed

Open the live feed