Open Text Corporation announced that it has priced its offering of $800 million aggregate principal amount of its 5.625% senior unsecured notes due 2023 (the ‘notes'), guaranteed initially on a senior unsecured basis by its existing and future wholly-owned subsidiaries that borrow or guarantee the obligations under the company's existing term loan credit agreement dated January 16, 2014. The offering was upsized from the previously announced $600 million aggregate principal amount. The notes will carry a coupon of 5.625% per annum, payable semi-annually in arrears, commencing on July 15, 2015.

The offering is expected to close on January 15, 2015, subject to customary closing conditions. The company intends to use a portion of the net proceeds from the offering to repay the outstanding indebtedness under its existing term loan facility dated November 9, 2011, and subsequently amended by a first amendment dated as of December 16, 2013 and by a second amendment dated as of December 22, 2014, and add the remaining proceeds to its cash balances for general corporate purposes, including potential future acquisitions. The company expects to fund its previously announced acquisition of Actuate Corporation with cash on hand.

The notes and related guarantees will not be registered under the Securities Act of 1933, as amended (the ‘Securities Act'). The notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, 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 will be offered in Canada under available prospectus exemptions.