UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01. Entry into a Material Definitive Agreement.
On December 19, 2023, Open Text Corporation (“Open Text”), Open Text ULC (“OTULC”) and Open Text Inc. entered into a second amendment (the “Second Amendment”) to Open Text’s fourth amended and restated credit agreement dated as of October 31, 2019 (as amended, restated, supplemented or otherwise modified prior to the date of the Second Amendment, the “Revolver”) by and among, prior to the date of the Second Amendment, OTULC, Open Text Holdings, Inc. (“OTHI”) and Open Text, as borrowers, the guarantors party thereto, each of the lenders party thereto, Barclays Bank PLC, as administrative agent, collateral agent and swing line lender and Royal Bank of Canada as documentary credit lender.
The Second Amendment amends the Revolver to provide for, among other things, (i) the replacement of OTHI with Open Text Inc. as borrower, (ii) the extension of the Revolver’s maturity date from October 31, 2024 to December 19, 2028, and (iii) the removal of the 10-basis point credit spread adjustment for loans bearing interest based on SOFR.
The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment, which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information forth in Item 1.01 above and the related Exhibit 10.1 are incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
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.
| OPEN TEXT CORPORATION | ||||||
| December 21, 2023 | By: | /s/ Michael F. Acedo | ||||
| Michael F. Acedo | ||||||
| Executive Vice-President, Chief Legal Officer & Corporate Secretary | ||||||