Item 8.01 Other Events
Issuance of $5.25 Billion Aggregate Principal Amount of Notes
On February 6, 2023, Oracle Corporation ("Oracle") consummated the issuance and
sale of $750,000,000 aggregate principal amount of its 4.500% Notes due 2028,
$750,000,000 aggregate principal amount of its 4.650% Notes due 2030,
$1,500,000,000 aggregate principal amount of its 4.900% Notes due 2033 and
$2,250,000,000 aggregate principal amount of its 5.550% Notes due 2053
(collectively, the "Notes"), pursuant to an underwriting agreement dated
February 2, 2023 among Oracle and BofA Securities, Inc., Citigroup Global
Markets Inc., Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc. and J.P.
Morgan 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 11, 2021 (Reg. No. 333-254166), including the prospectus
contained therein (the "Registration Statement") and a related preliminary
prospectus supplement dated February 2, 2023 and prospectus supplement dated
February 2, 2023.
Oracle intends to use the net cash proceeds of the offering (i) to prepay in
full its remaining borrowings of $3.1 billion under its March 2022 delayed draw
term loan credit agreement and (ii) to repay its outstanding $1.25 billion
aggregate principal amount of senior notes due February 2023 and to pay any
related premiums, fees and expenses in connection therewith. Oracle intends to
use the remainder of the net cash proceeds of the offering to repay a portion of
its outstanding commercial paper notes and to pay any related premiums, fees and
expenses in connection therewith.
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 4.500% Notes due 2028, 4.650% Notes due 2030, 4.900% Notes
due 2033 and 5.550% Notes due 2053, together with an Officers'
Certificate issued February 6, 2023 setting forth the terms of the
Notes.
5.1 Opinion of Freshfields Bruckhaus Deringer US LLP.
23.1 Consent of Freshfields Bruckhaus Deringer US LLP (contained in
Exhibit 5.1).
EX-104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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