OpenText Corporation has priced a $1 billion offering of senior secured notes to redeem its existing 2027 debt and fund a tender offer for a portion of its 2028 notes. The company announced the pricing on September 23, 2026, in Waterloo, Ontario.
The new issuance consists of two tranches: $500 million in 6.700% senior secured notes due 2031 and $500 million in 7.150% senior secured notes due 2033. OpenText intends to use the net proceeds, along with cash on hand, to redeem the full $1.0 billion principal amount of its outstanding 6.900% Senior Secured Notes due 2027. This redemption includes the payment of applicable premiums, accrued interest, and related costs.
Additionally, OpenText plans to use the proceeds to purchase up to $450 million principal amount of its outstanding 3.875% Senior Notes due 2028 through a tender offer. The company may increase or decrease this aggregate principal amount. The tender offer is subject to conditions, including a financing condition, and is governed by an Offer to Purchase dated September 23, 2026.
The new notes are guaranteed on a senior secured basis by OpenText’s existing wholly-owned subsidiaries that serve as guarantors or co-obligors under its credit facilities and the 2027 notes. These guarantees are secured on the same basis as the company’s senior secured credit facilities, term loan credit agreement, and the 2027 notes. The offering is expected to close on October 1, 2026, subject to customary closing conditions.
The new securities are issued pursuant to Rule 144A and Regulation S under the U.S. Securities Act of 1933 and are not registered under that act. They may not be offered or sold within the United States or to U.S. persons, except to qualified institutional buyers in reliance on Rule 144A and certain persons in offshore transactions under Regulation S. In Canada, the notes are not qualified for sale by prospectus under applicable securities laws; any offer or sale in that jurisdiction will be made on an exempt basis.
OpenText stated that there can be no assurance that the redemption of the 2027 notes will be effected as described. The press release does not constitute a notice of redemption under the indenture governing the 2027 notes, nor does it constitute an offer to purchase the 2028 notes in the tender offer. Holders of the 2028 notes are directed to refer to the Offer to Purchase available from Global Bondholder Services Corporation, the tender and information agent.
Greg Secord, Vice President and Global Head of Investor Relations at OpenText, is the contact for further information regarding this transaction. OpenText describes itself as a global leader in data management for enterprise AI, helping organizations protect, govern, and activate their data.