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OpenText announces secured notes offering to help finance its acquisition of Micro Focus
By Paul A. Harris
Portland, Ore., Nov. 14 – OpenText announced in a Monday press release that it intends to commence a Rule 144A and Regulation S offering of senior secured notes, subject to market conditions.
The issuing entity will be Open Text Corp.
The notes offering is expected to be consummated prior to the close of the announced acquisition of Micro Focus International plc, the company stated, adding that the precise timing, size and terms of the offering, including the tenor of the notes, are subject to market conditions and other factors.
As reported, Open Text received a commitment for a $2 billion bridge loan and a $2.585 billion term loan to help fund the acquisition, according to an 8-K filed with the Securities and Exchange Commission on Aug. 25.
Barclays, BMO Capital Markets Corp., RBC and Citigroup Global Markets Inc. are acting as lead arrangers on the financing. Barclays is the administrative agent on the term loan and the bridge loan.
The bridge loan pricing is SOFR plus 375 basis points, stepping up by 50 bps every 90 days until it hits a total cap.
The bridge has been expected to be reduced by proceeds of debt securities offerings.
Under the acquisition agreement, Micro Focus is being bought for 532 pence per share, implying an enterprise value of about $6 billion inclusive of Micro Focus’ cash and debt.
Closing is expected in the first quarter of 2023, subject to Micro Focus shareholder approval, the sanction of the Scheme by the Court, and antitrust and foreign investment approvals.
Open Text is a Waterloo, Ont.-based software provider of business-to-business cloud integration services. Micro Focus is a Newbury, England-based enterprise software company.
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