Open Text Corporation (NASDAQ:OTEX) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant

On December20, 2016 Open Text Corporation (OpenText or the
Company) issued and sold an additional U.S. $250 million
aggregate principal amount of its 5.875% senior unsecured notes
due 2026 (the reopened notes), guaranteed on a senior unsecured
basis by OpenTexts existing and future wholly-owned subsidiaries
that borrow or guarantee OpenTexts obligations under its existing
senior credit facilities. The reopened notes have identical
terms, are fungible with and are a part of a single series with
the U.S. $600 million aggregate principal amount of OpenTexts
5.875% senior unsecured notes due 2026 issued on May31, 2016 (the
original notes and, together with the reopened notes, the notes).
The outstanding aggregate principal amount of the notes, after
the issuance of the reopened notes, is $850,000,000.

The reopened notes were issued to an indenture (the Base
Indenture), among the Company, the subsidiary guarantors party
thereto (the Initial Guarantors), The Bank of New York Mellon, as
U.S. trustee, and BNY Trust Company of Canada, as Canadian
trustee, as supplemented by the supplemental indenture thereto,
dated as of December9, 2016, among the Company, the subsidiary
guarantors party thereto (the Additional Guarantors and, together
with the Initial Guarantors, the Guarantors), The Bank of New
York Mellon, as U.S. trustee, and BNY Trust Company of Canada, as
Canadian trustee (the Supplemental Indenture and, the Base
Indenture as supplemented by the Supplemental Indenture, the
Indenture).

The notes bear interest at a rate of 5.875%per annum, payable
semi-annually in arrears on June1 and December1, commencing on
June1, 2017, in the case of the reopened notes. The notes will
mature on June1, 2026, unless earlier redeemed or repurchased.

The Company may redeem all or a portion of the notes at any time
prior to June1, 2021 at a redemption price equal to 50% of the
principal amount of the notes plus an applicable premium, plus
accrued and unpaid interest, if any, to the redemption date. In
addition, the Company may also redeem up to 40% of the aggregate
principal amount of the notes, on one or more occasions, prior to
June1, 2019, using the net proceeds from certain qualified equity
offerings at a redemption price of 105.875% of the principal
amount, plus accrued and unpaid interest, if any, to the
redemption date, subject to compliance with certain conditions.
The Company may, on one or more occasions, redeem the notes, in
whole or in part, at any time on and after June1, 2021 at the
applicable redemption prices set forth in the Indenture, plus
accrued and unpaid interest, if any, to the redemption date.

If the Company experiences one of the kinds of changes of control
triggering events specified in the Indenture, the Company will be
required to make an offer to repurchase the notes at a price
equal to 101% of the principal amount of the notes, plus accrued
and unpaid interest, if any, to the date of purchase.

The Indenture contains covenants that limit the Company and
certain of its 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 the Guarantors without such
subsidiary becoming a subsidiary guarantor of the notes; and
(iii)consolidate, amalgamate or merge with, or convey, transfer,
lease or otherwise dispose of its 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 Indenture. The Indenture also provides for
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 notes to be due and payable immediately.

The notes are initially guaranteed on a senior unsecured basis by
OpenTexts existing and future wholly-owned subsidiaries that
borrow or guarantee OpenTexts obligations under its existing
senior credit facilities. The notes and the guarantees rank
equally in right of payment with all of the Companys and the
Guarantors existing and future senior unsubordinated debt and
will rank senior in right of payment to all of the Companys and
the Guarantors future subordinated debt. The notes and the
guarantees will be effectively subordinated to all of the
Companys and the 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 reopened notes and related guarantees have not been and will
not be registered under the Securities Act of 1933, as amended
(the Securities Act). The reopened notes and related guarantees
were not 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 reopened
notes and related guarantees were offered in Canada under
available prospectus exemptions.

OpenText intends to use the net proceeds from the offering to
finance a portion of the purchase price for its previously
announced acquisition of Dell EMCs Enterprise Content Division
(the Acquisition). If for any reason the Acquisition does not
close, OpenText intends to use the net proceeds from the offering
for general corporate purposes, which may include the financing
of future acquisitions and the repayment of existing
indebtedness.

The foregoing description of the Indenture does not purport to be
complete and is qualified in its entirety by reference to the
full text of the Base Indenture and the Supplemental Indenture,
which are filed hereto as Exhibit 4.1 and Exhibit 4.2,
respectively, to this Current Report on Form 8-K and incorporated
by reference herein.

Item8.01. Other Events.

The information set forth or incorporated by reference above
under Item2.03 of this Current Report on Form 8-K is incorporated
by reference into this Item8.01.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits

About Open Text Corporation (NASDAQ:OTEX)