Item 2.01 Completion of Acquisition or Disposition of Assets.



As previously disclosed in a Current Report on Form 8-K filed by Open Text
Corporation ("OpenText" or the "Company") with the Securities and Exchange
Commission ("SEC") on August 25, 2022, as amended by the Amendment No. 1 on Form
8-K/A filed with the SEC on August 29, 2022 (the "Prior Form 8-K"), the Company
announced (the "Rule 2.7 Announcement") pursuant to Rule 2.7 of the UK City Code
on Takeovers and Mergers (the "Code") a firm intention to make a cash offer to
acquire, through its subsidiary, Open Text UK Holding Limited ("Bidco"), the
entire issued and to be issued share capital of Micro Focus International PLC
("Micro Focus"). 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.
The Acquisition was implemented by means of a court-sanctioned scheme of
arrangement under Part 26 of the UK Companies Act 2006.

Copies of the Rule 2.7 Announcement and the Co-operation Agreement entered into
in connection with the Acquisition (the "Co-operation Agreement") were filed as
Exhibit 2.1 and Exhibit 10.1, respectively, to the Prior Form 8-K and each is
incorporated herein by reference. The foregoing description of the Rule 2.7
Announcement does not purport to be complete and is qualified in its entirety by
reference to the full text of the Rule 2.7 Announcement.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Obligation of a Registrant.



As previously disclosed, the Company and certain of its subsidiaries entered
into, on August 25, 2022, a first lien term loan facility (the "Existing Term
Loan Credit Agreement") among the Company, the lenders party thereto, the
subsidiary guarantors party thereto and Barclays Bank PLC, as administrative
agent, and, on December 1, 2022, an amendment (the "Term Loan Amendment") to the
Existing Term Loan Credit Agreement (as amended, supplemented or otherwise
modified prior to the date hereof, 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. 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 the purchase price and other fees and expenses related thereto.

In connection with the closing of the Acquisition, certain subsidiaries of
OpenText have joined the Term Loan Credit Agreement and additionally guarantee
OpenText's outstanding 4.125% senior notes due 2031, 4.125% senior notes due
2030, 3.875% senior notes due 2029, 3.875% senior notes due 2028, 5.875% senior
notes due 2026 and 6.90% senior secured notes due 2027 (together, the "Senior
Notes"), which are guaranteed on a senior unsecured or secured basis, as
applicable, by certain of OpenText's other existing subsidiaries that borrow or
guarantee OpenText's obligations under its senior credit facilities. In
addition, following the closing of the Acquisition, certain subsidiaries of
Micro Focus will also join the Term Loan Credit Agreement and guarantee
OpenText's Senior Notes.

The foregoing description of the Existing Term Loan Credit Agreement and the
Term Loan Amendment does not purport to be complete and is qualified in its
entirety by reference, respectively, to the full text of the Existing Term Loan
Credit Agreement and the Term Loan Amendment, which were filed as Exhibit 10.2
to the Prior Form 8-K and Exhibit 10.1 to the Current Report on Form 8-K filed
by OpenText with the SEC on December 1, 2022, respectively, and each is
incorporated herein by reference.

Item 7.01 Regulation FD.



On January 31, 2023, OpenText issued a press release regarding the matters
described in this Current Report on Form 8-K and certain related matters. A copy
of this press release is furnished as Exhibit 99.1 hereto and is incorporated
herein by reference. The information furnished pursuant to this Item 7.01,
including Exhibit 99.1, will not be deemed "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
incorporated by reference in any filing under the Securities Act of 1933, as
amended (the "Securities Act"), or the Exchange Act, except as may be expressly
set forth by specific reference in such a filing.

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Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

The consolidated financial statements of Micro Focus required by this Item 9.01(a) will be filed by amendment to this Current Report on Form 8-K within 71 days after the date that this Current Report on Form 8-K is required to be filed.

(b) Pro Forma Financial Information



The unaudited pro forma financial information with respect to the Acquisition
required by this Item 9.01(b) will be filed by amendment to this Current Report
on Form 8-K within 71 days that this Current Report on Form 8-K is required to
be filed.

(d)  Exhibits

Exhibit No.            Description


2.1                      Rule 2.7 Announcement, dated August 25, 2022

(incorporated by reference to


                       Exhibit 2.1 of the Company's Current Report on Form

8-K/A filed with the SEC on

August 29, 2022).
10.1                     Co-operation Agreement, dated August 25, 2022, by

and between the Company,

Bidco and Micro Focus International plc

(incorporated by reference to Exhibit


                       10.1 of the Company's Current Report on Form 8-K/A

filed with the SEC on August


                       29, 2022).
10.2                     Term Loan Credit Agreement, dated August 25, 2022,

by and between the


                       Company, the guarantors party thereto, Barclays Bank

PLC, as administrative


                       agent, and certain financial institution parties

thereto (incorporated by


                       reference to Exhibit 10.2 of the Company's Current

Report on Form 8-K/A filed


                       with the SEC on August 29, 2022).
10.3                     First Amendment to Credit Agreement, dated

December 1, 2022, by and between


                       the Company, the guarantors party thereto, Barclays

Bank PLC, as administrative


                       agent, and certain financial institution parties

thereto (incorporated by


                       reference to Exhibit 10.1 of the Company's Current

Report on Form 8-K filed


                       with the SEC on December 1, 2022).
99.1                     Press release issued by Open Text Corporation on     January 31, 2023
104                    Cover Page Interactive Data File (embedded within the Inline XBRL document)

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