OpenText in $1.5 Billion Senior Notes Offerings

November 24, 2021

Cleary Gottlieb represented Open Text Corporation (OpenText) in Rule 144A/Regulation S offerings of $1.5 billion in total aggregate principal amount of senior notes by OpenText and its wholly owned subsidiary Open Text Holdings Inc. (OTHI).

The offerings consist of $850 million aggregate principal amount of OpenText’s 3.875% senior notes due 2029 and $650 million aggregate principal amount of OTHI’s 4.125% senior notes due 2031, guaranteed by OpenText.

The offerings priced on November 9, 2021, and closed on November 24, 2021.

OpenText intends to use the substantial portion of the net proceeds from the above offerings to redeem in full the outstanding $850 million aggregate principal amount of OpenText’s 5.875% senior notes due 2026 (2026 Notes), pay the make-whole premium of $25 million in connection with such redemption of the 2026 Notes and pay related fees and expenses. OpenText expects to use the balance of the net proceeds for general corporate purposes, including potential future acquisitions.

OpenText, a Canadian corporation, is a market leader in information management solutions.