OpenText Corporation (NASDAQ: OTEX, TSX: OTEX) has issued a conditional notice of redemption for $1.0 billion in principal amount of its outstanding 6.900% Senior Secured Notes due 2027, with a scheduled redemption date of Oct. 2, 2026.

The redemption is contingent on several conditions, including the receipt of sufficient net proceeds from one or more debt securities offerings to cover the redemption price. If those conditions are met or waived, the company may also use cash on hand to fund any portion of the redemption.

The redemption price will equal the greater of 100% of the principal amount or the present value of remaining scheduled payments discounted at the treasury rate plus 50 basis points, minus accrued interest to the redemption date, plus accrued and unpaid interest up to but excluding that date. Upon redemption, the 2027 Notes will be cancelled and all obligations extinguished.

Separately, OpenText said it is exploring a potential offering of senior secured notes under Rule 144A and Regulation S of the Securities Act of 1933. The company said it expects to use proceeds from any such offering primarily to fund the redemption of the 2027 Notes, including applicable premiums, accrued interest, and related expenses. Any remaining proceeds would be directed toward general corporate purposes, which may include repurchasing or repaying other outstanding debt.

The potential notes offering, if it proceeds, would not be registered under the Securities Act and would be available only to qualified institutional buyers and certain persons in offshore transactions. The company noted there is no assurance the redemption will be completed as described.