OpenText in $1 Billion Offering

Cleary Gottlieb represented Open Text Corporation (OpenText) in a Rule 144A/Regulation S offering of $1 billion in aggregate principal amount of its 6.9% senior secured notes due 2027.

OpenText intends to use the net proceeds from the notes offering, together with cash on hand, borrowings under its revolving credit facility, and borrowings under its term loan credit facility, to fund its acquisition of Micro Focus International plc (Micro Focus), a global enterprise software business organized under the laws of the United Kingdom. The acquisition is expected to be consummated in the first quarter of 2023.

The notes are guaranteed on a senior secured basis by OpenText’s existing wholly owned subsidiaries organized in the United States and Canada that borrow or guarantee OpenText’s obligations under its senior credit facilities and, concurrent with or within one business day of the closing of the acquisition, additionally by Open Text UK Holding Limited.

The offering priced on November 16, 2022, and closed on December 1, 2022.

OpenText, a Canadian corporation, is a market leader in information management solutions. Cleary also represents OpenText in connection with the acquisition and all aspects of its financing of the acquisition, including the entry into its term loan credit facility.