Open Text Corporation filed an 8-K with the U.S. Securities and Exchange Commission on September 22, 2026, disclosing a conditional notice of redemption for $1.0 billion of its 6.900% Senior Secured Notes due 2027, a potential new senior secured notes offering, and plans to amend its revolving credit agreement.

Key Highlights

  • Conditional redemption notice: OpenText has issued a conditional notice of redemption for $1.0 billion principal amount of its outstanding 6.900% Senior Secured Notes due 2027.
  • Redemption date: The 2027 Notes are targeted for full redemption on October 2, 2026, subject to satisfaction or waiver of certain conditions, including a financing condition.
  • Potential new notes offering: The company disclosed it is exploring a potential offering of senior secured notes under Rule 144A and Regulation S of the Securities Act of 1933.
  • Revolving credit amendment: OpenText is seeking to amend its revolving credit agreement, with the amendment expected to extend the maturity of that facility, subject to definitive documentation and customary closing conditions.
  • No assurance of completion: According to the filing, "There can be no assurances as to whether any such redemption will be effected as described above."

OpenText Discloses Debt Refinancing Activity Involving 2027 Senior Secured Notes

According to the 8-K filed on September 22, 2026, Open Text Corporation (NASDAQ:OTEX) issued a press release on the same date announcing two related financial actions. First, the company issued a conditional notice of redemption covering the full $1.0 billion principal amount of its 6.900% Senior Secured Notes due 2027. The filing states that the redemption, if completed, would occur on October 2, 2026, but remains contingent on the satisfaction or waiver of certain conditions, including a financing condition described in the notice of redemption itself.

Separately, the company disclosed it is exploring a potential offering of new senior secured notes to be made pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended. The filing notes that any such notes would not be registered under the Securities Act and could only be offered or sold to persons reasonably believed to be qualified institutional buyers under Rule 144A, or to certain persons in offshore transactions under Regulation S. The filing states explicitly that it "shall not constitute an offer to sell, or the solicitation of an offer to buy" any such securities.

The company also reported that it is in the process of seeking to amend its revolving credit agreement. The filing states the company expects the amendment will, "among other things, extend the maturity of the revolving credit agreement." The Revolver Amendment remains subject to execution of definitive documentation and satisfaction of customary closing conditions. If and when entered into, the company disclosed that the full text of the amendment will be filed as an exhibit to a subsequent Current Report on Form 8-K. The 8-K was signed by Michael F. Acedo, EVP, Chief Legal Officer and Corporate Secretary.

What Was Disclosed

OpenText filed an 8-K on September 22, 2026, disclosing a conditional redemption notice for $1.0 billion of its 6.900% Senior Secured Notes due 2027, a potential new senior secured notes offering under Rule 144A and Regulation S, and a pending amendment to its revolving credit agreement intended to extend its maturity.