OpenText closes $1B of senior secured notes due 2031 and 2033

Open Text Corporation said on October 1, 2026 that it has closed its offering of $500 million aggregate principal amount of 6.700% senior secured notes due 2031 and $500 million aggregate principal amount of 7.150% senior secured notes due 2033, and that it extended its revolving credit facility maturity to October 1, 2031.

$1 billion senior secured notes CLOSE

On October 1, 2026, Open Text Corporation (NASDAQ: OTEX; TSX: OTEX) said it has closed its offering of $500 million aggregate principal amount of 6.700% senior secured notes due 2031 and $500 million aggregate principal amount of 7.150% senior secured notes due 2033 — $1 billion of Notes in total. The Completes release is the sealed close for a refinancing path that the September 23 pricing release still described as a Notes Offering expected to close on October 1, 2026, subject to customary closing conditions.

OpenText also said it executed an amendment to its revolving credit facility principally to extend the Revolver's maturity from December 19, 2028 to October 1, 2031, subject to certain terms under the Revolver.

How the cash is meant to be used

OpenText intends to use the net proceeds from the Notes Offering, together with cash on hand, to fund, in the aggregate, (i) the redemption in full of the outstanding $1 billion principal amount of its 6.900% Senior Secured Notes due 2027 — including the applicable redemption premium, accrued and unpaid interest, and related costs and expenses — and (ii) consideration for any of its outstanding 3.875% Senior Notes due 2028 accepted for purchase in the company's tender offer, up to an aggregate principal amount of the 2028 Notes that will not exceed $300 million. The Completes release says both the 2027 Notes redemption and the 2028 Notes Tender Offer are expected to settle on October 2, 2026.

A separate Form 8-K AccNo 0001002638-26-000087 (Items 8.01 and 9.01), filed October 1 for an earliest event of September 30, attaches the tender-results press release and does not itself announce the Notes Offering close.

Guarantees, security, and placement

The Notes are guaranteed on a senior secured basis by OpenText's existing wholly-owned subsidiaries that are guarantors or co-obligors under the Revolver, OpenText's first lien term loan facility, and the 2027 Notes. The Notes and related guarantees are secured on the same basis as the Revolver, the Term Loan Credit Agreement, and the 2027 Notes.

OpenText said the Notes and related guarantees have not been and will not be registered under the Securities Act of 1933. They were issued under Rule 144A and Regulation S, and were not qualified for sale to the public by prospectus under applicable Canadian securities laws.

Why the close matters

A Completes release on October 1 turns the September pricing watch into a sealed $1 billion senior secured notes close — $500 million at 6.700% due 2031 and $500 million at 7.150% due 2033 — with a Revolver maturity push to October 1, 2031 and disclosed intent to redeem the $1 billion 6.900% 2027 notes and fund a capped tender of up to $300 million of 3.875% 2028 notes, both expected to settle October 2.

Sources & evidence

- OpenText Completes $1.0 Billion Senior Secured Notes Offering (IR; Oct 1, 2026) — https://investors.opentext.com/press-releases/press-releases-details/2026/OpenText-Completes-1-0-Billion-Senior-Secured-Notes-Offering/default.aspx - OpenText Completes $1.0 Billion Senior Secured Notes Offering (PR Newswire 302896103) — https://www.prnewswire.com/news-releases/opentext-completes-1-0-billion-senior-secured-notes-offering-302896103.html - OpenText Announces Pricing of Senior Secured Notes Offering (IR; Sep 23, 2026 — expected close Oct 1 context) — https://investors.opentext.com/press-releases/press-releases-details/2026/OpenText-Announces-Pricing-of-Senior-Secured-Notes-Offering-to-Redeem-its-Outstanding-2027-Notes-and-Fund-Tender-Offer-for-a-Portion-of-its-Outstanding-2028-Notes/default.aspx - Open Text Form 8-K AccNo 0001002638-26-000087 (Items 8.01/9.01; tender results Sep 30) — https://www.sec.gov/Archives/edgar/data/1002638/000100263826000087/otex-20260930.htm