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OpenText amends terms of US$450 million tender offer for 3.875% senior notes due 2028, concurrent with US$1 billion senior secured notes offering

Open Text Corporation (NASDAQ: OTEX; TSX: OTEX) amended certain terms of its previously announced cash tender offer for a portion of its outstanding 3.875% Senior Notes due 2028, in a press release dated September 25, 2026. The tender offer, originally commenced September 23, 2026, covers up to $450,000,000 aggregate principal amount of the $900,000,000 outstanding 2028 Notes. The tender offer is made under an Offer to Purchase dated September 23, 2026, as modified by the September 25, 2026 press release. The specific amended terms were not detailed in the accessible portion of the release reviewed. Except as set forth in the amendment, all other terms and conditions of the tender offer, including the Financing Condition described in the Offer to Purchase, remain unchanged.

The tender offer is funded using cash on hand together with proceeds of a concurrent, separately priced offering of $500 million of 6.700% senior secured notes due 2031 and $500 million of 7.150% senior secured notes due 2033, priced September 23, 2026 and expected to close October 1, 2026. Net proceeds from the notes offering, together with cash on hand, are intended to fund redemption in full of the $1.0 billion outstanding 6.900% Senior Secured Notes due 2027 and the consideration for 2028 Notes accepted in the tender offer. sec

RBC Capital Markets, LLC and Citigroup Global Markets Inc. were retained as Dealer Managers for the tender offer, and Global Bondholder Services Corporation was retained as Tender and Information Agent. The transaction is ongoing; settlement of the tender offer is expected October 2, 2026, and closing of the concurrent notes offering is expected October 1, 2026.

Company

Open Text Corporation

Law Firm / Organization
Cleary Gottlieb Steen & Hamilton LLP

Company

RBC Capital Markets, LLC

Law Firm / Organization
Not specified

Company

Citigroup Global Markets Inc.

Law Firm / Organization
Not specified
Financing/Investment
Other
Undisclosed/Confidential
Active