Open Text Corp Issues $1B Senior Secured Notes; Extends Revolver to 2031

What Happened

• Open Text Corporation (OTEX) announced on October 1, 2026 that it issued $500 million of 6.700% senior secured notes due 2031 and $500 million of 7.150% senior secured notes due 2033 (total $1.0 billion). Interest on both sets of notes is payable semi‑annually beginning April 15, 2027.
• The company also entered into a Third Amendment to its fourth amended and restated credit agreement (the Revolver), extending the Revolver’s maturity from December 19, 2028 to October 1, 2031.
• Open Text intends to use the net proceeds, together with cash on hand, to (i) redeem in full its outstanding $1.0 billion 6.900% Senior Secured Notes due 2027 and (ii) fund a tender offer for up to $300 million principal of its 3.875% Senior Notes due 2028; those transactions are expected to settle on October 2, 2026.

Key Details

• Issuance amounts: $500M 6.700% notes due Oct 15, 2031; $500M 7.150% notes due Oct 15, 2033.
• Redemption/put terms: Par call dates are Sept 15, 2031 (2031 Notes) and Aug 15, 2033 (2033 Notes). Change‑of‑control repurchase price = 101% of principal plus accrued interest.
• Security and guarantees: Notes are senior secured, guaranteed by existing subsidiary guarantors and secured on the same basis as the Revolver, the company’s first‑lien term loan, and the 2027 notes; they are effectively senior to unsecured debt to the extent of collateral value and structurally subordinated to non‑guarantor subsidiaries.
• Revolver amendment: Maturity extended to Oct 1, 2031 (as amended by the Third Amendment to the Revolver).

Why It Matters

• This is a material refinancing and liability management action: the new notes and revolver amendment extend Open Text’s debt maturities and provide the company the financing to retire the 2027 senior secured notes and pursue a partial tender of 2028 notes.
• For investors, the actions change the company’s debt maturity profile (pushing maturities to 2031 and 2033) and maintain secured creditor priority tied to the pledged collateral; they also introduce new covenants and default events under the indentures that could affect flexibility, as described in the filings.
• The filing contains the full Indentures and the Third Amendment for exact legal and covenant terms; retail investors should review those exhibits or company disclosures for details on restrictions and potential impacts on capital structure.