OpenText in $1 Billion Bond Offering and Concurrent Debt Retirement and Revolver Amendment

Cleary Gottlieb represented Open Text Corporation (OpenText) in a Rule 144A/Reg S offering of $1 billion in total aggregate principal amount of its senior secured notes.

The offering was comprised of $500 million in 6.7% senior secured notes due 2031 and $500 million in 7.15% senior secured notes due 2033. The offering priced on September 23, 2026, and closed on October 1, 2026.

Cleary also represented OpenText in a concurrent cash tender offer to purchase its 3.875% senior notes due 2028, up to an aggregate principal amount that will not exceed $300 million, and the redemption in full of the outstanding $1 billion aggregate principal amount of its 6.9% senior secured notes due 2027. The net proceeds of the senior secured notes offering were used to fund the payment of the tender offer consideration and redemption price. The tender offer (with the purchase of the full $300 million principal amount) and the redemption each settled on October 2, 2026.

In addition, Cleary represented OpenText on New York law matters in an amendment, dated October 1, 2026, to its revolving credit agreement, principally to extend the maturity of the revolver.

OpenText, a Canadian corporation, is a global leader in data management for enterprise AI.

The Cleary capital markets team included partners Craig Brod, Manuel Silva, and Helena Grannis; associates Jon Povilonis, Taewan Roh, Omelebele Edeoga, Aditi Thakur, Madeline Byers, Saleh Ismail, and Chad Kennon; and law clerks Crystal Lee and Sonia Helen Pascale. The finance team included partner Amy Shapiro, counsel Victor Chiu, and associates Elise Toscano, Adrienne Lewis, and Camille Blum. Partner Jim Ho and associates Laura Van Der Griendt and Boaz Levy advised on English security matters. Partners Jason Factor and Matthew Brigham and associates Nathaniel Pribil and Andrew Guan advised on tax matters. Partner Samuel Chang and associate Ryan Brown advised on sanctions matters. Senior attorney Andres Saenz advised on anti-corruption matters. Partner Daniel Ilan and associates Samantha Simmons and Francesca Huth advised on intellectual property and data privacy matters. Partner Gregory Larkin and associate Andrew Lindsay advised on Investment Company Act matters.