Davis Polk advised Barclays Bank PLC and Royal Bank of Canada Capital Markets as joint lead arrangers and joint bookrunners and Barclays Bank PLC, as administrative agent and collateral agent, in connection with a new $800 million senior secured term loan facility provided to Open Text Corporation (Open Text), the proceeds of which were used by Open Text to finance its acquisition of GXS Group, Inc. (GXS). The term loan facility is guaranteed by certain domestic and foreign subsidiaries of Open Text and is secured by substantially all of the assets of Open Text and the guarantors thereunder. In connection with the new financing, certain amendments to Open Text’s existing credit agreement were effected.
Based in Ontario, Canada, Open Text provides Enterprise Information Management software that assists companies of all sizes and industries to manage, secure and leverage their unstructured business information, either in their data center or in the cloud. Over 50,000 companies use Open Text solutions. Open Text has 59 offices worldwide, employing approximately 5,500 employees.
Based in Gaithersburg, Maryland, GXS is a leading B2B integration services provider and its software and services help more than 550,000 businesses extend their partner networks, automate receiving processes, manage electronic payments, and improve supply chain visibility. GXS has direct operations in 20 countries, employing more than 2,800 professionals.
The Davis Polk credit team included partner Monica Holland and associates Meir Dominitz, Kyle D. Bady and Rustin M. Brown. Partner Harry Ballan provided tax advice. Partner John B. Reynolds III provided OFAC and economic sanctions advice. Associate Veronica M. Wissel provided employee benefits advice. Richard A. Harrison was the legal assistant on this transaction. Members of the Davis Polk team are based in the New York and Washington DC offices.
