OPEN TEXT CORP (OTEX): debt financing — OpenText closes $1B notes offering, amends term loan for Micro Focus deal

OPEN TEXT CORP

$1B of 6.90% senior secured notes due 2027 issued; term loan commitments increased to $3.585B.
Bridge loan commitments terminated as total $4.585B debt package for Micro Focus acquisition finalized.
Net proceeds from notes, term loan, revolver, and cash to fund acquisition; closing targeted next quarter.
Post-close long-term debt ~$9.3B (46% fixed, 54% floating); weighted avg rate 5.88%, maturity ~6 years.
Targeting net leverage ratio below 3x within eight quarters following acquisition close.

item 1.01 item 1.02 item 2.03 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

OPEN TEXT CORP incurred senior notes of $1 billion with The Bank of New York Mellon at 6.90% per annum maturing December 1, 2027.

Instrument: senior notes
Principal: $1 billion
Counterparty: The Bank of New York Mellon
Rate: 6.90% per annum
Maturity: December 1, 2027
Event: incurrence

Exact text from the filing

On December 1, 2022, OpenText issued and sold $1 billion in aggregate principal amount of 6.90% senior secured notes due 2027 (the “Notes”)

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Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

OPEN TEXT CORP amended term loan of $3.585 billion with Barclays Bank PLC at Term SOFR plus an applicable margin of 3.50% and the SOFR Adjustment.

Instrument: term loan
Principal: $3.585 billion
Counterparty: Barclays Bank PLC
Rate: Term SOFR plus an applicable margin of 3.50% and the SOFR Adjustment
Event: amendment

Exact text from the filing

The Term Loan Amendment provides for an increase in the aggregate commitments under the Existing Term Loan Credit Agreement to $3.585 billion.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

OPEN TEXT CORP amended Term Loan Amendment with the lenders party thereto, the subsidiary guarantors party thereto and Barclays Bank PLC, as administrative agent and collateral agent valued at $3.585 billion (effective 2022-12-01).

Action: amendment
Agreement: credit facility
Counterparty: the lenders party thereto, the subsidiary guarantors party thereto and Barclays Bank PLC, as administrative agent and collateral agent
Value: $3.585 billion
Effective: 2022-12-01

Exact text from the filing

On December 1, 2022, Open Text Corporation (“OpenText” or the “Company”) and certain of its subsidiaries entered into an amendment (the “Term Loan Amendment”) to the Company’s Credit Agreement, dated as of August 25, 2022 (the “Existing Term Loan Credit Agreement”, and as amended, supplemented or otherwise modified as of the effective date of the Term Loan Amendment, including by the Term Loan Amendment, the “Term Loan Credit Agreement”), among the Company, the lenders party thereto, the subsidiary guarantors party thereto and Barclays Bank PLC, as administrative agent and collateral agent.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

OPEN TEXT CORP amended Bridge Loan Amendment with the lenders party thereto, the subsidiary guarantors party thereto and Barclays Bank PLC, as administrative agent and collateral agent (effective 2022-12-01).

Action: amendment
Agreement: credit facility
Counterparty: the lenders party thereto, the subsidiary guarantors party thereto and Barclays Bank PLC, as administrative agent and collateral agent
Effective: 2022-12-01

Exact text from the filing

On December 1, 2022, the Company and certain of its subsidiaries entered into an amendment (the “Bridge Loan Amendment”) to the Company’s Bridge Loan Agreement, dated as of August 25, 2022 (the “Existing Bridge Loan Agreement”, and as amended, supplemented or otherwise modified as of the effective date of the Bridge Loan Amendment, including by the Bridge Loan Amendment, the “Bridge Loan Agreement”), among the Company, the lenders party thereto, the subsidiary guarantors party thereto and Barclays Bank PLC, as administrative agent and collateral agent.

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88 debt financings filed in the last 30 days. Browse all debt financings →

OPEN TEXT CORP filing history →

Source: SEC EDGAR

accession 0001193125-22-296208

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