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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