Item 8.01 Other Events
Issuance of $20 Billion Aggregate Principal Amount of Notes
On April 1, 2020, Oracle Corporation ("Oracle") consummated the issuance and
sale of $3,500,000,000 aggregate principal amount of its 2.500% notes due 2025,
$2,250,000,000 aggregate principal amount of its 2.800% notes due 2027,
$3,250,000,000 aggregate principal amount of its 2.950% notes due 2030,
$3,000,000,000 aggregate principal amount of its 3.600% notes due 2040,
$4,500,000,000 aggregate principal amount of its 3.600% notes due 2050 and
$3,500,000,000 aggregate principal amount of its 3.850% notes due 2060
(collectively, the "Notes"), pursuant to an underwriting agreement dated
March 30, 2020 among Oracle and BNY Mellon Capital Markets, LLC, BofA
Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as
representatives of the several underwriters named therein. The Notes will be
issued pursuant to an Indenture dated as of January 13, 2006 (the "Indenture")
among Oracle (formerly known as Ozark Holding Inc.), Oracle Systems Corporation
(formerly known as Oracle Corporation) and Citibank, N.A., as amended by the
First Supplemental Indenture dated as of May 9, 2007 (the "First Supplemental
Indenture") among Oracle, Citibank, N.A. and The Bank of New York Mellon Trust
Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as
trustee, and an officers' certificate issued pursuant thereto.
The Notes are being offered pursuant to Oracle's Registration Statement on Form
S-3 filed on March 21, 2018 (Reg. No. 333-223826), including the prospectus
contained therein (the "Registration Statement") and a related preliminary
prospectus supplement dated March 30, 2020 and prospectus supplement dated
March 30, 2020.
The material terms and conditions of the Notes are set forth in the Officers'
Certificate filed herewith as Exhibit 4.1 and incorporated by reference herein,
in the Indenture filed as Exhibit 10.34 to the Current Report on Form 8-K
filed by Oracle Systems Corporation on January 20, 2006, and in the First
Supplemental Indenture filed as Exhibit 4.3 to the Registration Statement on
Form S-3 filed by Oracle Corporation on May 10, 2007.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
4.1 Forms of 2.500% Notes due 2025, 2.800% Notes due 2027, 2.950%
Notes due 2030, 3.600% Notes due 2040, 3.600% Notes due 2050 and
3.850% Notes due 2060, together with an Officers' Certificate
issued April 1, 2020 setting forth the terms of the Notes
5.1 Opinion of Davis Polk & Wardwell LLP
23.1 Consent of Davis Polk & Wardwell LLP (contained in Exhibit 5.1)
EX-104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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