OpenText Announces Conditional Notice of Redemption of its Outstanding 2027 Notes and Potential Offering of Senior Secured Notes

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.

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.

Source : Open Text Corporation