Item 2.01 Completion of Acquisition or Disposition of Assets.
As previously disclosed in a Current Report on Form 8-K filed byOpen Text Corporation ("OpenText" or the "Company") with theSecurities and Exchange Commission ("SEC") onAugust 25, 2022 , as amended by the Amendment No. 1 on Form 8-K/A filed with theSEC onAugust 29, 2022 (the "Prior Form 8-K"), the Company announced (the "Rule 2.7 Announcement") pursuant to Rule 2.7 of theUK City Code on Takeovers and Mergers (the "Code") a firm intention to make a cash offer to acquire, through its subsidiary,Open Text UK Holding Limited ("Bidco"), the entire issued and to be issued share capital of Micro Focus International PLC ("Micro Focus"). OnJanuary 31, 2023 , the Company completed the acquisition (the "Acquisition") of all of the outstanding ordinary shares of Micro Focus for532 pence per share and upon such further terms as described in the Rule 2.7 Announcement, resulting in an aggregate purchase price of approximately$5.8 billion , inclusive of Micro Focus' cash and debt, subject to final adjustments. The Acquisition was implemented by means of a court-sanctioned scheme of arrangement under Part 26 of theUK Companies Act 2006. Copies of the Rule 2.7 Announcement and the Co-operation Agreement entered into in connection with the Acquisition (the "Co-operation Agreement") were filed as Exhibit 2.1 and Exhibit 10.1, respectively, to the Prior Form 8-K and each is incorporated herein by reference. The foregoing description of the Rule 2.7 Announcement does not purport to be complete and is qualified in its entirety by reference to the full text of the Rule 2.7 Announcement.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Obligation of a Registrant.
As previously disclosed, the Company and certain of its subsidiaries entered into, onAugust 25, 2022 , a first lien term loan facility (the "Existing Term Loan Credit Agreement") among the Company, the lenders party thereto, the subsidiary guarantors party thereto and Barclays Bank PLC, as administrative agent, and, onDecember 1, 2022 , an amendment (the "Term Loan Amendment") to the Existing Term Loan Credit Agreement (as amended, supplemented or otherwise modified prior to the date hereof, including by the Term Loan Amendment, the "Term Loan Credit Agreement") among the Company, the lenders party thereto, the subsidiary guarantors party thereto and Barclays Bank PLC, as administrative agent. The Term Loan Credit Agreement provided for a senior secured delayed-draw term loan facility in an aggregate principal amount of$3.585 billion (the "Term Loan Facility"). In connection with the consummation of the Acquisition, onJanuary 31, 2023 , the Company drew down the entire Term Loan Facility to pay a portion of the purchase price and other fees and expenses related thereto. In connection with the closing of the Acquisition, certain subsidiaries ofOpenText have joined the Term Loan Credit Agreement and additionally guaranteeOpenText's outstanding 4.125% senior notes due 2031, 4.125% senior notes due 2030, 3.875% senior notes due 2029, 3.875% senior notes due 2028, 5.875% senior notes due 2026 and 6.90% senior secured notes due 2027 (together, the "Senior Notes"), which are guaranteed on a senior unsecured or secured basis, as applicable, by certain ofOpenText's other existing subsidiaries that borrow or guaranteeOpenText's obligations under its senior credit facilities. In addition, following the closing of the Acquisition, certain subsidiaries of Micro Focus will also join the Term Loan Credit Agreement and guaranteeOpenText's Senior Notes. The foregoing description of the Existing Term Loan Credit Agreement and the Term Loan Amendment does not purport to be complete and is qualified in its entirety by reference, respectively, to the full text of the Existing Term Loan Credit Agreement and the Term Loan Amendment, which were filed as Exhibit 10.2 to the Prior Form 8-K and Exhibit 10.1 to the Current Report on Form 8-K filed byOpenText with theSEC onDecember 1, 2022 , respectively, and each is incorporated herein by reference.
Item 7.01 Regulation FD.
OnJanuary 31, 2023 ,OpenText issued a press release regarding the matters described in this Current Report on Form 8-K and certain related matters. A copy of this press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. The information furnished pursuant to this Item 7.01, including Exhibit 99.1, will not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as may be expressly set forth by specific reference in such a filing. --------------------------------------------------------------------------------
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The consolidated financial statements of Micro Focus required by this Item 9.01(a) will be filed by amendment to this Current Report on Form 8-K within 71 days after the date that this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information
The unaudited pro forma financial information with respect to the Acquisition required by this Item 9.01(b) will be filed by amendment to this Current Report on Form 8-K within 71 days that this Current Report on Form 8-K is required to be filed. (d) Exhibits Exhibit No. Description 2.1 Rule 2.7 Announcement, datedAugust 25, 2022
(incorporated by reference to
Exhibit 2.1 of the Company's Current Report on Form
8-K/A filed with the
August 29, 2022 ). 10.1 Co-operation Agreement, datedAugust 25, 2022 , by
and between the Company,
Bidco and Micro Focus International plc
(incorporated by reference to Exhibit
10.1 of the Company's Current Report on Form 8-K/A
filed with the
29, 2022). 10.2 Term Loan Credit Agreement, datedAugust 25, 2022 ,
by and between the
Company, the guarantors party thereto, Barclays Bank
PLC, as administrative
agent, and certain financial institution parties
thereto (incorporated by
reference to Exhibit 10.2 of the Company's Current
Report on Form 8-K/A filed
with theSEC onAugust 29, 2022 ). 10.3 First Amendment to Credit Agreement, dated
the Company, the guarantors party thereto, Barclays
agent, and certain financial institution parties
thereto (incorporated by
reference to Exhibit 10.1 of the Company's Current
Report on Form 8-K filed
with the SEC on December 1, 2022). 99.1 Press release issued by Open Text Corporation on January 31, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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