Monitor pricing of the new senior secured notes and the tender offer acceptance rate. Successful execution would extend OpenText's debt maturity profile and reduce near-term refinancing risk, but the new secured notes may carry higher absolute costs. Failure to complete the offering would leave the 2027 notes outstanding and the 2028 tender offer unfunded.
Price Chart
Executive Summary
OpenText commenced a proposed offering of senior secured notes to redeem its $1.0B 6.900% Senior Secured Notes due 2027 and fund a tender offer for up to $450M of its 3.875% Senior Notes due 2028. The transactions are interconditional and subject to market conditions, representing a liability management exercise to refinance near-term maturities.
Key Facts
- OpenText commenced a proposed offering of senior secured notes (the Notes Offering) on September 23, 2026.
- Net proceeds from the Notes Offering will fund: (i) redemption in full of the outstanding $1.0 billion principal amount of its 6.900% Senior Secured Notes due 2027, and (ii) up to $450 million to purchase its 3.875% Senior Notes due 2028 via a cash tender offer.
- The tender offer is for up to $450 million aggregate principal amount of the $900 million outstanding 2028 Notes, with a fixed spread of +50 bps over the 4.250% U.S. Treasury due February 15, 2028.
- The tender offer expires on September 29, 2026, with settlement expected on October 2, 2026.
- Both the redemption and tender offer are conditioned on the successful completion of the Notes Offering (Financing Condition).
- RBC Capital Markets and Citigroup are acting as dealer managers for the tender offer.
Financial Impact
Refinancing of $1.0B in 6.900% notes due 2027 and up to $450M of 3.875% notes due 2028; new note size and terms undisclosed.
Risk Factors
- The Notes Offering is subject to market conditions and may not be completed on favorable terms or at all.
- The tender offer and redemption are interconditional (Financing Condition); failure of one could unwind the other.
- New senior secured notes may increase secured debt and could carry higher interest costs than the refinanced notes.
Investment Themes
Documents Analyzed
This report is based on 6 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001002638-26-000077 |
| Exhibit: exhibit992-pressreleasesep.htm | 0001002638-26-000077 |
| Exhibit: exhibit991-pressreleasesep.htm | 0001002638-26-000077 |
| Document: 0001002638-26-000077-index-headers.html | 0001002638-26-000077 |
| Document: 0001002638-26-000077-index.html | 0001002638-26-000077 |
| Document: 0001002638-26-000077.txt | 0001002638-26-000077 |
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Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Sep 30, 2026 26d ago | Press Release | $22.40 | awaiting T+20 | — | $27.63 (+23.35%) |
Sep 25, 2026 4w ago | 8-K | $22.51 $27.95 | ▲ +24.17% | ▲ +25.64% | $27.63 (+22.75%) |
Sep 23, 2026 4w ago | 8-K | $22.66 $27.94 | ▲ +23.30% | ▲ +23.72% | $27.63 (+21.93%) |
Sep 23, 2026 4w ago | Press Release | $22.66 $27.94 | ▲ +23.30% | ▲ +23.72% | $27.63 (+21.93%) |
Sep 23, 2026 4w ago | 8-K | $23.08 $26.75 | ▲ +15.90% | ▲ +15.21% | $27.63 (+19.71%) |
Sep 23, 2026 4w ago | Press Release | $23.08 $26.75 | ▲ +15.90% | ▲ +15.21% | $27.63 (+19.71%) |
Sep 23, 2026 4w ago | Press Release | $23.08 $26.75 | ▲ +15.90% | ▲ +15.21% | $27.63 (+19.71%) |
Sep 22, 2026 4w ago | 8-K | $22.99 $26.50 | ▲ +15.27% | ▲ +15.83% | $27.63 (+20.18%) |
Aug 6, 2026 11w ago | 8-K | $25.66 $24.85 | ▼ −3.16% | ▼ −3.76% | $27.63 (+7.68%) |
Jul 17, 2026 14w ago | 8-K | $23.27 $24.54 | ▲ +5.46% | ▲ +1.01% | $27.63 (+18.74%) |
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