Item 7.01 Regulation FD Disclosure
Open Text Corporation ("OpenText") is furnishing certain unaudited financial
measures that are not in accordance with U.S. GAAP ("Non-GAAP"), and certain
related reconciliations to the most directly comparable measure under U.S. GAAP,
and last twelve months ("LTM") financial data, which information is included in
each respective offering memorandum for the proposed offerings described under
8.01 below. The disclosure is attached hereto as Exhibit 99.1 and incorporated
by reference into this Item 7.01.
The information set forth in this Item 7.01 (including Exhibit 99.1) is being
furnished under Item 7.01 of Form 8-K and shall not be deemed to be "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or otherwise subject to the liabilities of that section. In
addition, this information shall not be incorporated by reference into any
registration statement filed under the Securities Act of 1933, as amended (the
"Securities Act"), or any filing under the Exchange Act, regardless of any
general incorporation language in any such filing.
Item 8.01 Other Events
On November 9, 2021, OpenText issued a press release announcing proposed
offerings of $1.0 billion in total aggregate principal amount of senior
unsecured fixed rate notes by OpenText and Open Text Holdings, Inc., a
wholly-owned indirect subsidiary of OpenText and a corporation incorporated
under the laws of Delaware ("OTHI").
OpenText intends to use the substantial portion of the net proceeds from the
offerings to (i) redeem in full the outstanding $850 million aggregate principal
amount of OpenText's 5.875% notes due 2026 (the "2026 Notes") and pay the
make-whole premium of $25 million that will be paid in connection with such
redemption of the 2026 Notes and (ii) pay related fees and expenses; and
OpenText expects to use the balance of the net proceeds for general corporate
purposes, including potential future acquisitions. The aggregate amount of the
make-whole premium that will be paid in connection with the redemption of the
2026 Notes and the write-off of approximately $2.5 million (before-tax) of
unamortized debt issuance and unamortized premium costs will be reflected as a
charge to Other income (expense), net in OpenText's Condensed Consolidated
Statements of Income and recorded in the quarter ended December 31, 2021.
The proposed offerings consist of OpenText's senior unsecured fixed rate notes
due 2029 (the "OTC notes"), guaranteed initially 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, and OTHI's
senior unsecured fixed rate notes due 2031 (the "OTHI notes" and collectively
with the OTC notes, the "notes"), 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 precise timing, size and terms
of the offerings (including the size of each offering) are subject to market
conditions and other factors. The press release announcing the proposed
offerings is attached hereto as Exhibit 99.2, and is incorporated by reference
into this Item 8.01.
The notes and related guarantees will not be registered under the Securities
Act. The notes and related guarantees may not be offered or sold within the
United States or to, or for the account or benefit of, U.S. persons (as defined
in Regulation S under the Securities Act), 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 and related guarantees will be offered in Canada under
available prospectus exemptions.
This filing shall not constitute a notice of redemption under the indenture
governing the 2026 Notes, dated as of May 31, 2016. Any such notice, if made,
will only be made in accordance with the provisions of the indenture governing
the 2026 Notes. There can be no assurances as to whether OpenText will actually
implement any such redemption.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
No. Description
99.1 Disclosures Regarding Open Text
99.2 Press Release dated November 9, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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