8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________________

FORM 8-K

______________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 25, 2016

______________________

Open Text Corporation

(Exact name of Registrant as specified in its charter)

______________________

Canada	0-27544	98-0154400
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

275 Frank Tompa Drive, Waterloo, Ontario, Canada N2L 0A1

(Address of principal executive offices)

(519) 888-7111

(Registrant's telephone number, including area code)

______________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

•Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

•Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

•Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

•Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure

Open Text Corporation (“OpenText”) is furnishing certain unaudited financial measures that are not in accordance with U.S. GAAP (“Non-GAAP”), and certain related reconciliations to the most directly comparable measure under U.S. GAAP, and last twelve month (“LTM”) financial data, which information is included in the offering memorandum for the proposed offering described under 8.01 below. The disclosure is attached hereto as Exhibit 99.1 and incorporated by reference into this Item 7.01.

The information set forth in this Item 7.01 including Exhibit 99.1 is being furnished under Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. In addition, this information shall not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”), or any filing under the Exchange Act, regardless of any general incorporation language in any such filing.

Item 8.01 Other Events

On May 25, 2016, OpenText issued a press release announcing a proposed offering of U.S. $500,000,000 in aggregate principal amount of its senior unsecured fixed rate notes due 2026 (the “notes”), guaranteed initially on a senior unsecured basis by OpenText’s existing and future wholly-owned subsidiaries that borrow or guarantee OpenText’s obligations under its existing senior credit facilities. The press release announcing the proposed offering is attached hereto as Exhibit 99.2, and is incorporated by reference into this Item 8.01.

The notes and related guarantees will not be registered under 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 (as defined in Regulation S under the Securities Act), 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.

OpenText intends to use the net proceeds of the proposed offering discussed above for general corporate purposes, including potential future acquisitions.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Disclosures Regarding Open Text
99.2	Press Release dated May 25, 2016

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
May 25, 2016	By:	/s/ John M. Doolittle
		John M. Doolittle Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Disclosures Regarding Open Text
99.2	Press Release dated May 25, 2016

EX-99.1

Exhibit 99.1

Disclosures Regarding Open Text

The following chart provides unaudited financial data for the last twelve months (“LTM”) ended March 31, 2016 for Open Text Corporation and its consolidated subsidiaries (“OpenText” or “the “Company”).

	LTM Ended March 31, 2016
In thousands	(unaudited)
Revenue	$	1,823,133
Net income attributable to OpenText	$	266,891
EBITDA (1)	$	600,803
EBITDA Margin (1)(2)	33.0		%
Adjusted EBITDA (1)	$	660,677
Adjusted EBITDA Margin (1)(3)	36.2		%
Net cash provided by operating activities	$	538,419

The following chart provides unaudited financial measures, certain of which are not calculated in accordance with U.S. GAAP (“Non-GAAP”) for OpenText.

	Fiscal Year Ended June 30,									Nine Months Ended March 31,
In thousands	2013			2014			2015			2015			2016
Other Financial Data (unaudited):
Ratio of earnings to fixed charges (1)	11.49			10.90			5.87			6.52			5.02
EBITDA (2)	$	382,043		$	490,697		$	560,732		$	412,912		$	452,983
EBITDA Margin (2)(3)	28.0		%	30.2		%	30.3		%	30.2		%	33.8		%
Adjusted EBITDA (2)	$	424,125		$	537,976		$	623,649		$	461,621		$	498,649
Adjusted EBITDA Margin (2)(4)	31.1		%	33.1		%	33.7		%	33.7		%	37.2		%

(1) For the purpose of the calculation of the Ratio of earnings to fixed charges, "earnings" is the amount resulting from adding together earnings before taxes, fixed charges, and losses attributable to non-controlling interests. "Fixed charges" consist of interest expense.

(2) In addition to those Non-GAAP measures included, and reconciled, in OpenText’s reports filed under the Securities Exchange Act of 1934, as amended, this disclosure contains the following Non-GAAP financial measures: earnings (loss) before interest, taxes, depreciation and amortization (“EBITDA”); Adjusted EBITDA (“Adjusted EBITDA”), which further adjusts EBITDA to exclude share-based compensation, other income (expense), net and special charges (recoveries) related to restructurings and acquisitions; and EBITDA Margin and Adjusted EBITDA Margin which are calculated as EBITDA or Adjusted EBITDA, as applicable, divided by revenues as determined in accordance with U.S. GAAP.

This disclosure provides reconciliations of these measures to the most directly comparable measure under U.S. GAAP. OpenText believes that EBITDA, Adjusted EBITDA, EBITDA Margin and Adjusted EBITDA Margin improve comparability from period to period by excluding the distorting effect of certain non-operational charges. The use of the term “non-operational charge” is defined for this purpose as an expense that does not impact the ongoing operating decisions taken by the Company’s management. OpenText believes that EBITDA, Adjusted EBITDA, EBITDA Margin and Adjusted EBITDA Margin are measures widely used by securities analysts, investors and others to evaluate the financial performance of companies in OpenText’s industry. Other companies may calculate EBITDA, Adjusted EBITDA, EBITDA Margin and Adjusted EBITDA Margin differently, and, therefore, OpenText’s measures may not be comparable to similarly titled measures of other companies. EBITDA, Adjusted EBITDA, EBITDA Margin and Adjusted EBITDA Margin are not measures of financial performance or liquidity under U.S. GAAP and should not be considered in isolation or as an alternative to net income, cash flows from operating activities and other measures determined in accordance with U.S. GAAP. Items excluded from EBITDA and Adjusted EBITDA, as noted in the above and in the following table, are

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significant and necessary components of the operations of OpenText’s business. Given the foregoing limitations, EBITDA, Adjusted EBITDA, EBITDA Margin and Adjusted EBITDA Margin should only be used as supplemental measures of OpenText’s operating performance.

The following chart provides unaudited reconciliations of EBITDA and Adjusted EBITDA to net income for the following periods presented:

	Fiscal Year Ended June 30,							Nine Months Ended March 31,				LTM Ended March 31,
In thousands	2013		2014			2015		2015		2016		2016
Net income attributable to OpenText	$	148,520	$	218,125		$	234,327	$	165,523	$	198,087	$	266,891
Add:
Income tax	29,690		58,461			31,638		35,401		20,629		16,866
Interest expense, net	16,982		27,934			54,620		36,426		54,461		72,655
Amortization of intangible assets	162,355		150,940			189,241		138,046		139,808		191,003
Depreciation	24,496		35,237			50,906		37,516		39,998		53,388
EBITDA	$	382,043	$	490,697		$	560,732	$	412,912	$	452,983	$	600,803
Add:
Share-based compensation	15,575		19,906			22,047		15,940		19,080		25,187
Special charges(a)	24,034		31,314			12,823		4,032		24,754		33,545
Other expense (income), net(b)	2,473		(3,941		)	28,047		28,737		1,832		1,142
Adjusted EBITDA	$	424,125	$	537,976		$	623,649	$	461,621	$	498,649	$	660,677

(a) See the note entitled “Special Charges” to OpenText’s audited consolidated financial statements and OpenText’s unaudited condensed consolidated financial statements for the periods presented.

(b) See the note entitled “Other Income (Expense)” to OpenText’s audited consolidated financial statements for the periods presented and OpenText’s unaudited condensed consolidated financial statements for the periods presented.

(3) EBITDA Margin is calculated as EBITDA divided by revenues as determined in accordance with U.S. GAAP.

(4) Adjusted EBITDA Margin is calculated as Adjusted EBITDA divided by revenues as determined in accordance with U.S. GAAP.

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EX-99.2

Exhibit 99.2

OpenText Announces Proposed Offering of Senior Unsecured Fixed Rate Notes

Waterloo, ON, May 25, 2016 - Open Text Corporation (NASDAQ: OTEX) (TSX: OTC) (“OpenText” or the “Company”) announced today a proposed offering of U.S. $500 million aggregate principal amount of its senior unsecured fixed rate notes due 2026 (the “notes”), guaranteed initially on a senior unsecured basis by OpenText’s existing and future wholly-owned subsidiaries that borrow or guarantee the Company’s obligations under its existing senior credit facilities. The precise timing, size and terms of the offering are subject to market conditions and other factors. OpenText intends to use the net proceeds from the offering for general corporate purposes, including potential future acquisitions.

The notes and related guarantees will not be registered under the Securities Act of 1933, as amended (the “Securities Act”). The notes and related guarantees 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.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the notes and related guarantees. Any offers of the notes and related guarantees will be made only by means of a private offering memorandum.

About OpenText

OpenText is the largest independent software provider of Enterprise Information Management (EIM).

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, and created under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and applicable Canadian securities laws. All statements other than statements of historical facts are statements that could be deemed forward-looking statements. We have based those forward-looking statements on OpenText’s current expectations and projections about future results.

When used in this press release, the words “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “could,” “would” and variations of these words or similar expressions, identify forward-looking statements. In addition, any statements or information that refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking, and based on OpenText’s current expectations, forecasts and projections about the operating environment, economies and markets in which we operate. Forward-looking statements in this press release include, but are not limited to, the expected timing, size, terms and completion of the proposed offering of the notes and related guarantees and the use of proceeds therefrom.

Forward-looking statements reflect OpenText’s current estimates, beliefs and assumptions, which are based on management’s perception of historic trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances, such as certain assumptions about the economy, as well as market, financial and operational assumptions. Certain of these assumptions, include, but are not limited to, the following: (i) the stability of general economic and market conditions, currency exchange rates, and interest rates; (ii) equity and debt markets continuing to provide OpenText with access to capital; and (iii) OpenText’s continued ability to identify and source attractive and executable business combination opportunities. Management’s estimates, beliefs and assumptions are inherently subject to significant business, economic, competitive and other uncertainties and contingencies regarding future events and, as such, are subject to change. We can give no assurance that such estimates, beliefs and assumptions will prove to be correct.

Such forward looking statements involve known and unknown risks, uncertainties and other factors and assumptions that may cause the actual results, performance or achievements to differ materially. Such factors include, but are not limited to: (i) the future performance, financial and otherwise, of OpenText; (ii) the ability of OpenText to bring new products and services to market and to increase sales; (iii) the strength of the Company’s product development pipeline; (iv) the Company’s growth and profitability prospects; (v) the estimated size and growth prospects of the EIM market; (vi) the Company’s competitive position in the EIM market and its ability to take advantage of future opportunities in this market; (vii) the benefits of the Company’s products and services to be realized by customers; (viii) the demand for the Company’s products and services and the extent of

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deployment of the Company’s products and services in the EIM marketplace; and (ix) the Company’s financial condition and capital requirements.

The risks and uncertainties that may affect forward-looking statements include, but are not limited to: (i) integration of acquisitions and related restructuring efforts, including the quantum of restructuring charges and the timing thereof; (ii) the possibility that the Company may be unable to meet its future reporting requirements under the Exchange Act and the rules promulgated thereunder; (iii) the risks associated with bringing new products and services to market; (iv) fluctuations in currency exchange rates; (v) delays in the purchasing decisions of the Company’s customers; (vi) the competition the Company faces in its industry and/or marketplace; (vii) the final determination of litigation, tax audits (including tax examinations in the United States or elsewhere) and other legal proceedings; (viii) the possibility of technical, logistical or planning issues in connection with the deployment of the Company’s products or services; (ix) the continuous commitment of the Company’s customers; (x) demand for the Company’s products; and (xi) the successful completion of the proposed offering of the notes and related guarantees. For additional information with respect to risks and other factors which could occur, see the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other securities filings with the Securities and Exchange Commission and other securities regulators. Readers are cautioned not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Unless otherwise required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

For more information, please contact:

United States:

Greg Secord

Vice President, Investor Relations

Open Text Corporation

San Francisco: 415-963-0825

gsecord@opentext.com

Canada:

Sonya Mehan

Senior Manager, Investor Relations

Open Text Corporation

Waterloo: 519-888-7111, ext. 2446

smehan@opentext.com

Copyright ^©2016 Open Text Corporation. OpenText is a trademark or registered trademark of Open Text SA and/or Open Text ULC. The list of trademarks is not exhaustive of other trademarks, registered trademarks, product names, company names, brands and service names mentioned herein are property of Open Text SA or other respective owners. All rights reserved.

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