Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On
OpenText intends to use the substantial portion of the net proceeds from the
above offerings to (i) redeem in full the outstanding
The Notes and related guarantees have not been and will not be registered under
the Securities Act of 1933, as amended (the "Securities Act"). The Notes and
related guarantees were not offered or sold within
OTC Notes
The OTC Notes were issued pursuant to an indenture (the "OTC Indenture"), dated
as of
The OTC Notes bear interest at a rate of 3.875% per annum, payable semi-annually
in arrears on
The Company may redeem all or a portion of the OTC Notes at any time prior to
If the Company experiences one of the kinds of change of control triggering events specified in the OTC Indenture, the Company will be required to make an offer to repurchase the OTC Notes at a price equal to 101% of the principal amount of the OTC Notes, plus accrued and unpaid interest, if any, to the date of purchase.
The OTC Notes are initially guaranteed on a senior unsecured basis by OpenText's existing wholly-owned subsidiaries that borrow or guarantee OpenText's obligations under its existing senior credit facilities. The OTC Notes and the guarantees rank equally in right of payment with all of the Company's and the OTC Guarantors'
--------------------------------------------------------------------------------
existing and future senior unsubordinated debt and will rank senior in right of payment to all of the Company's and the OTC Guarantors' future subordinated debt. The OTC Notes and the guarantees will be effectively subordinated to all of the Company's and the OTC Guarantors' existing and future secured debt, including the obligations under the senior credit facilities, to the extent of the value of the assets securing such secured debt.
The OTC Indenture contains covenants that limit the Company and certain of the Company's subsidiaries' ability to, among other things: (i) create certain liens and enter into sale and lease-back transactions; (ii) create, assume, incur or guarantee additional indebtedness of the Company or certain of the Company's subsidiaries without such subsidiary becoming a subsidiary guarantor of the OTC Notes; and (iii) consolidate, amalgamate or merge with, or convey, transfer, lease or otherwise dispose of the Company's property and assets substantially as an entirety to, another person. These covenants are subject to a number of important limitations and exceptions as set forth in the OTC Indenture. The OTC Indenture also provides for certain events of default, which, if any of them occurs, may permit or, in certain circumstances, require the principal, premium, if any, interest and any other monetary obligations on all the then-outstanding OTC Notes to be due and payable immediately.
The foregoing description of the OTC Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the OTC Indenture, which is filed herewith as Exhibit 4.1 to this Current Report on Form 8-K.
OTHI Notes
The OTHI Notes were issued pursuant to an indenture (the "OTHI Indenture"),
dated as of
The OTHI Notes bear interest at a rate of 4.125% per annum, payable
semi-annually in arrears on
OTHI may redeem all or a portion of the OTHI Notes at any time prior to
If the Company experiences one of the kinds of change of control triggering events specified in the OTHI Indenture, OTHI will be required to make an offer to repurchase the OTHI Notes at a price equal to 101% of the principal amount of the OTHI Notes, plus accrued and unpaid interest, if any, to the date of purchase.
The OTHI Notes are guaranteed on a senior unsecured basis by OpenText and initially guaranteed by OpenText's existing wholly-owned subsidiaries (other than OTHI) that borrow or guarantee OpenText's obligations under its existing senior credit facilities. The OTHI Notes and the guarantees rank equally in right of payment with all of OTHI's and OTHI Guarantors' existing and future senior unsubordinated debt and will rank senior in right of payment to all of OTHI's and the OTHI Guarantors' future subordinated debt. The OTHI Notes and the guarantees will be effectively subordinated to all of OTHI's and OTHI Guarantors' existing and future secured debt, including the obligations under the senior credit facilities, to the extent of the value of the assets securing such secured debt.
The OTHI Indenture contains covenants that limit the Company, OTHI and certain of the Company's subsidiaries' ability to, among other things: (i) create certain liens and enter into sale and lease-back transactions; (ii) create, assume, incur or guarantee additional indebtedness of the Company, OTHI or certain of the Company's subsidiaries without such subsidiary becoming a subsidiary guarantor of the OTHI Notes; and (iii) consolidate, amalgamate or
--------------------------------------------------------------------------------
merge with, or convey, transfer, lease or otherwise dispose of OTHI's or the Company's property and assets substantially as an entirety to, another person. These covenants are subject to a number of important limitations and exceptions as set forth in the OTHI Indenture. The OTHI Indenture also provides for certain . . .
Item 8.01. Other Events.
The information set forth or incorporated by reference above under Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 8.01.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
4.1 Indenture governing the Company's 3.875% Senior Notes due 2029, dated as ofNovember 24, 2021 , among the Company, the subsidiary guarantors party thereto,The Bank of New York Mellon , asU.S. trustee, andBNY Trust Company of Canada , as Canadian trustee. 4.2 Form of the Company's 3.875% Senior Notes due 2029 (included in Exhibit 4.1) 4.3 Indenture governing OTHI's 4.125% Senior Notes due 2031, dated as ofNovember 24, 2021 , among OTHI, the Company, the subsidiary guarantors party thereto,The Bank of New York Mellon , asU.S. trustee, andBNY Trust Company of Canada , as Canadian trustee. 4.4 Form of OTHI's 4.125% Senior Notes due 2031 (included in Exhibit 4.3) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
--------------------------------------------------------------------------------
© Edgar Online, source