OpenText Announces Proposed Offering of Senior Unsecured Fixed Rate Notes
A portion of the net proceeds from the offering to repay the outstanding indebtedness
Open Text Corporation (NASDAQ: OTEX) (TSX: OTC) (“OpenText” or the “Company”) announced today a proposed offering of $600 million aggregate principal amount of its senior unsecured fixed rate notes due 2025 (the “notes”), guaranteed initially on a senior unsecured basis by OpenText’s existing and future wholly-owned subsidiaries that borrow or guarantee the obligations under the Company’s existing term loan credit agreement dated January 16, 2014. The precise timing, size and terms of the offering are subject to market conditions and other factors. OpenText intends to use a portion of the net proceeds from the offering to repay the outstanding indebtedness under its existing term loan facility dated November 9, 2011, and subsequently amended by a first amendment dated as of December 16, 2013 and by a second amendment dated as of December 22, 2014, and add the remaining proceeds to its cash balances for general corporate purposes, including potential future acquisitions. OpenText expects to fund its previously announced acquisition of Actuate Corporation with cash on hand.
The notes and related guarantees will not be registered under the Securities Act of 1933, as amended (the “Securities Act”). The proposed notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A under the Securities Act and to certain persons in offshore transactions in reliance on Regulation S under the Securities Act. The notes will be offered in Canada under available prospectus exemptions.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the notes, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which, or to any person to whom, such offer, solicitation or sale is unlawful. Any offers of the notes will be made only by means of a private offering memorandum.