---
schema_version: "secwatch.filing_event.v1"
accession: "0001002638-23-000003"
form_type: "8-K"
ticker: "OTEX"
cik: "0001002638"
company_name: "OPEN TEXT CORP"
filed_at: "2023-01-31T23:59:59+00:00"
generated_at: "2026-06-20T04:43:53.507614+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# OpenText closes $5.8B acquisition of Micro Focus; draws $3.585B term loan

## Summary
- Total purchase price ~$5.8B inclusive of Micro Focus' cash and debt; 532 pence per share.
- Acquisition funded in part by drawing $3.585B senior secured term loan facility.
- Expected to be accretive to F'23 adjusted EBITDA; net leverage under 3x within 8 quarters.
- Consistent with previously announced $400M cost synergies; ~8% workforce reduction.
- Micro Focus subsidiaries to join term loan and guarantee OpenText's senior notes.

## SEC filing metadata
- accession: 0001002638-23-000003
- form_type: 8-K
- ticker: OTEX
- cik: 0001002638
- company_name: OPEN TEXT CORP
- filed_at: 2023-01-31T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 2.01, 2.03, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1002638/000100263823000003/0001002638-23-000003-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1002638/000100263823000003/otex-20230131.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001002638-23-000003
- JSON: https://secwatch.observer/filing/0001002638-23-000003.json
- Plain text: https://secwatch.observer/filing/0001002638-23-000003.txt

## Key facts
- Debt Financings
  OPEN TEXT CORP incurred term loan of $3.585 billion with Barclays Bank PLC.
  - Instrument: term loan
  - Principal: $3.585 billion
  - Counterparty: Barclays Bank PLC
  - Event: incurrence
  source text: and Barclays Bank PLC, as administrative agent. The Term Loan Credit Agreement provided for a senior secured delayed-draw term loan facility in an aggregate principal amount of $3.585 billion (the “Term Loan Facility”). In connection with the consummation of the Acquisition, on January 31, 2023, the Company drew down the entire Term Loan Facility to pay a portion of
  evidence_url: https://www.sec.gov/Archives/edgar/data/1002638/000100263823000003/0001002638-23-000003-index.htm
- M&A Transactions
  OPEN TEXT CORP completed an acquisition involving Micro Focus International PLC for approximately $5.8 billion, inclusive of Micro Focus’ cash and debt, subject to final adjustments (closed 2023-01-31).
  - Action: acquisition
  - Counterparty: Micro Focus International PLC
  - Consideration: approximately $5.8 billion, inclusive of Micro Focus’ cash and debt, subject to final adjustments
  - Closing: 2023-01-31
  source text: On January 31, 2023, the Company completed the acquisition (the “Acquisition”) of all of the outstanding ordinary shares of Micro Focus for 532 pence per share and upon such further terms as described in the Rule 2.7 Announcement, resulting in an aggregate purchase price of approximately $5.8 billion, inclusive of Micro Focus’ cash and debt, subject to final adjustments.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1002638/000100263823000003/0001002638-23-000003-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.