{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-22-296208","form_type":"8-K","ticker":"OTEX","cik":"0001002638","company_name":"OPEN TEXT CORP","filed_at":"2022-12-01T23:59:59+00:00","discovered_at":"2026-05-14T18:03:49.148126+00:00","generated_at":"2026-06-21T10:34:03.306075+00:00","sec_items":["1.01","1.02","2.03","7.01","9.01"],"event_type":"debt","sentiment":"positive","materiality_score":0.8,"calibrated_materiality_score":0.8,"confidence":"high","headline":"OpenText closes $1B notes offering, amends term loan for Micro Focus deal","bullets":["$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."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-22-296208","json":"https://secwatch.observer/filing/0001193125-22-296208.json","markdown":"https://secwatch.observer/filing/0001193125-22-296208.md","text":"https://secwatch.observer/filing/0001193125-22-296208.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1002638/000119312522296208/0001193125-22-296208-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1002638/000119312522296208/d408804d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-21T10:34:03.306075+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"835816bf24bd7fbab63cf4b869a6bc6c7d0a88c5","claim":"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.","evidence_excerpt":"On December 1, 2022, OpenText issued and sold $1 billion in aggregate principal amount of 6.90% senior secured notes due 2027 (the “Notes”)","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1002638/000119312522296208/0001193125-22-296208-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"senior notes"},{"label":"Principal","value":"$1 billion"},{"label":"Counterparty","value":"The Bank of New York Mellon"},{"label":"Rate","value":"6.90% per annum"},{"label":"Maturity","value":"December 1, 2027"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"bfbd200bbc44eaddca57614cb2f709e75d9a7e34","claim":"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.","evidence_excerpt":"The Term Loan Amendment provides for an increase in the aggregate commitments under the Existing Term Loan Credit Agreement to $3.585 billion.","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1002638/000119312522296208/0001193125-22-296208-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"term loan"},{"label":"Principal","value":"$3.585 billion"},{"label":"Counterparty","value":"Barclays Bank PLC"},{"label":"Rate","value":"Term SOFR plus an applicable margin of 3.50% and the SOFR Adjustment"},{"label":"Event","value":"amendment"}],"fact_type":"debt_financing"},{"claim_id":"8f31e19d18ec68051ad158d7e1fdee9112af67fb","claim":"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).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1002638/000119312522296208/0001193125-22-296208-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"amendment"},{"label":"Agreement","value":"credit facility"},{"label":"Counterparty","value":"the lenders party thereto, the subsidiary guarantors party thereto and Barclays Bank PLC, as administrative agent and collateral agent"},{"label":"Value","value":"$3.585 billion"},{"label":"Effective","value":"2022-12-01"}],"fact_type":"material_agreement"},{"claim_id":"be156608b936c39c6945981d593c99008afec57f","claim":"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).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1002638/000119312522296208/0001193125-22-296208-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"amendment"},{"label":"Agreement","value":"credit facility"},{"label":"Counterparty","value":"the lenders party thereto, the subsidiary guarantors party thereto and Barclays Bank PLC, as administrative agent and collateral agent"},{"label":"Effective","value":"2022-12-01"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}