Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________________
FORM 8-K
______________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 31, 2016
______________________
Open Text Corporation
(Exact name of Registrant as specified in its charter)
______________________
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Canada | 0-27544 | 98-0154400 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
275 Frank Tompa Drive, Waterloo, Ontario, Canada N2L 0A1
(Address of principal executive offices)
(519) 888-7111
(Registrant's telephone number, including area code)
______________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
•Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
•Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
•Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
•Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 | Entry into a Material Definitive Agreement |
On May 31, 2016, Open Text Corporation (“OpenText” or the “Company”) entered into an indenture (the “Indenture”) among the Company, the subsidiary guarantors party thereto (the “Guarantors”), The Bank of New York Mellon, as U.S. trustee, and BNY Trust Company of Canada, as Canadian trustee, relating to the issuance by the Company of U.S.$600,000,000 in aggregate principal amount of its 5.875% Senior Notes due 2026 (the “notes”) at the closing of its previously announced notes offering. The notes bear interest at a rate of 5.875% per annum, payable semi-annually in arrears on June 1 and December 1, commencing on December 1, 2016. The notes will mature on June 1, 2026, unless earlier redeemed or repurchased.
The Company may redeem all or a portion of the notes at any time prior to June 1, 2021 at a redemption price equal to 100% 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 June 1, 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 June 1, 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 OpenText’s existing and future wholly-owned subsidiaries that borrow or guarantee OpenText’s obligations under its existing senior credit facilities. The notes and the guarantees rank equally in right of payment with all of the Company’s and the Guarantors’ existing and future senior unsubordinated debt and will rank senior in right of payment to all of the Company’s and the Guarantors’ future subordinated debt. The notes and the guarantees will be effectively subordinated to all of the Company’s 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 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 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 were offered in Canada under available prospectus exemptions.
OpenText intends to use the net proceeds of the offering discussed above for general corporate purposes, including potential future acquisitions.
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 Indenture, which is filed hereto as Exhibit 4.1 to this Current Report on Form 8-K and incorporated by reference herein.
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Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The information set forth or incorporated by reference above under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits
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Exhibit No. | | Description |
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4.1 | | Indenture, dated as of May 31, 2016, among the Company, the subsidiary guarantors party thereto, The New York Bank Mellon, as U.S. trustee, and BNY Trust Company of Canada, as Canadian trustee |
4.2 | | Form of 5.875% Senior Notes due 2026 (included in Exhibit 4.1) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | OPEN TEXT CORPORATION |
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| May 31, 2016 | | By: | /s/ John M. Doolittle |
| | | | John M. Doolittle Executive Vice President and Chief Financial Officer |
Exhibit Index
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Exhibit No. | | Description |
4.1 | | Indenture, dated as of May 31, 2016, among the Company, the subsidiary guarantors party thereto, The New York Bank Mellon, as U.S. trustee, and BNY Trust Company of Canada, as Canadian trustee |
4.2 | | Form of 5.875% Senior Notes due 2026 (included in Exhibit 4.1) |