OpenText in $1.8 Billion Offerings

February 18, 2020

Cleary Gottlieb represented Open Text Corporation (OpenText) in Rule 144A/Reg. S offerings of $1.8 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 $900 million aggregate principal amount of OpenText’s 3.875% senior notes due 2028 and $900 million aggregate principal amount of OTHI’s 4.125% senior notes due 2030, guaranteed by OpenText.

The underwriting syndicate comprised of several international investment banks acting as joint bookrunners and co-managers.

The offerings priced on February 3, 2020, and closed on February 18, 2020.

OpenText intends to use the substantial portion of the net proceeds from the offerings to refinance $1.55 billion in outstanding debt, including to redeem in full the outstanding $800 million aggregate principal amount of OpenText’s senior notes due 2023 and to repay the full outstanding $750 million drawn under its current revolving credit agreement, under which OpenText and OTHI are both borrowers. 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.