UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Section 8—Other Events
Item 8.01 Other Events
Issuance of $7.75 Billion Aggregate Principal Amount of Notes
On February 3, 2025, Oracle Corporation (“Oracle”) consummated the issuance and sale of $500,000,000 aggregate principal amount of its Floating Rate Notes due 2028, $1,500,000,000 aggregate principal amount of its 4.800% Notes due 2028, $1,250,000,000 aggregate principal amount of its 5.250% Notes due 2032, $1,750,000,000 aggregate principal amount of its 5.500% Notes due 2035, $1,750,000,000 aggregate principal amount of its 6.000% Notes due 2055 and $1,000,000,000 aggregate principal amount of its 6.125% Notes due 2065 (collectively, the “Notes”), pursuant to an underwriting agreement dated January 30, 2025 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 15, 2024 (Reg. No. 333-277990), including the prospectus contained therein (the “Registration Statement”) and a related preliminary prospectus supplement dated January 30, 2025 and prospectus supplement dated January 30, 2025.
Oracle intends to use a portion of the net proceeds of the offering to repay all or a portion of its 2.95% Notes due May 2025, 3.125% Notes due July 2025, 5.80% Notes due November 2025, 1.65% Notes due March 2026 and 2.65% Notes due July 2026, and to pay accrued interest and any related premiums, fees and expenses in connection therewith. Oracle also intends to use a portion of the net proceeds from the offering to make scheduled payments of principal and interest on borrowings under its Term Loan Credit Agreement dated June 10, 2024. Any remaining net proceeds from the offering may be used for general corporate purposes, which may include stock repurchases, payment of cash dividends on its common stock, repayment of other indebtedness and future acquisitions.
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.
Section 9—Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit |
Description | |
| 4.1 | Forms of Floating Rate Notes due 2028, 4.800% Notes due 2028, 5.250% Notes due 2032, 5.500% Notes due 2035, 6.000% Notes due 2055 and 6.125% Notes due 2065, together with an Officers’ Certificate issued February 3, 2025 setting forth the terms of the Notes. | |
| 5.1 | Opinion of Freshfields US LLP. | |
| 23.1 | Consent of Freshfields US LLP (contained in Exhibit 5.1). | |
| EX-104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ORACLE CORPORATION | ||||||
| Dated: February 3, 2025 | By: | /s/ Kimberly Woolley | ||||
| Name: Kimberly Woolley | ||||||
| Title: Vice President, Assistant General Counsel and Assistant Secretary | ||||||