Item 8.01 Other Events
Issuance of $15 Billion Aggregate Principal Amount of Notes
On March 24, 2021, Oracle Corporation ("Oracle") consummated the issuance and
sale of $2,750,000,000 aggregate principal amount of its 1.650% Notes due 2026,
$2,000,000,000 aggregate principal amount of its 2.300% Notes due 2028,
$3,250,000,000 aggregate principal amount of its 2.875% Notes due 2031,
$2,250,000,000 aggregate principal amount of its 3.650% Notes due 2041,
$3,250,000,000 aggregate principal amount of its 3.950% Notes due 2051 and
$1,500,000,000 aggregate principal amount of its 4.100% Notes due 2061
(collectively, the "Notes"), pursuant to an underwriting agreement dated
March 22, 2021 among Oracle and BofA Securities, Inc., Citigroup Global Markets
Inc., Deutsche Bank 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 11, 2021 (Reg. No. 333-254166), including the prospectus
contained therein (the "Registration Statement") and a related preliminary
prospectus supplement dated March 22, 2021 and prospectus supplement dated
March 22, 2021.
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 1.650% Notes due 2026, 2.300% Notes due 2028, 2.875% Notes
due 2031, 3.650% Notes due 2041, 3.950% Notes due 2051 and 4.100% Notes
due 2061, together with an Officers' Certificate issued March 24, 2021
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)
2|3
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