On February 3, 2020, Open Text Corporation (“OpenText” or the “Company”) issued a press release announcing that the Company has priced the offerings of $1.8 billion in total aggregate principal amount of senior unsecured fixed rate notes by OpenText and Open Text Holdings, Inc., a wholly-owned indirect subsidiary of OpenText and a corporation incorporated under the laws of Delaware (“OTHI”). The offerings were upsized from the previously announced $1.6 billion total aggregate principal amount.
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 5.625% notes due 2023 (the “2023 Notes”) and to repay the full outstanding $750 million drawn under the fourth amended and restated credit agreement, as amended and restated as of October 31, 2019, under which OpenText and OTHI are both borrowers (the “Revolver”); and OpenText expects to use the balance of the net proceeds for general corporate purposes, including potential future acquisitions. Amounts repaid under the Revolver may be reborrowed.
The offerings consist of $900 million aggregate principal amount of OpenText’s 3.875% senior unsecured notes due 2028 (the “OTC notes”), guaranteed initially on a senior unsecured basis by OpenText’s existing wholly-owned subsidiaries that borrow or guarantee OpenText’s obligations under its existing senior credit facilities, and of $900 million aggregate principal amount of OTHI’s 4.125% senior unsecured notes due 2030 (the “OTHI notes” and collectively with the OTC notes, the “notes”), guaranteed on a senior unsecured basis by OpenText and initially guaranteed by OpenText’s existing wholly-owned subsidiaries (other than OTHI) that borrow or guarantee OpenText’s obligations under its existing senior credit facilities. The press release announcing the pricing of the offerings is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01.
The notes and related guarantees will not be registered under the Securities Act of 1933, as amended (the “Securities Act”). The notes and related guarantees may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act), except to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A under the Securities Act and to certain persons in offshore transactions in reliance on Regulation S under the Securities Act. The notes will be offered in Canada under available prospectus exemptions.
This filing shall not constitute a notice of redemption under the indenture governing the 2023 Notes, dated as of January 15, 2015. Any such notice, if made, will only be made in accordance with the provisions of the indenture governing the 2023 Notes. There can be no assurances as to whether we will actually implement any such redemption.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
