Oracle: Issuance of $7 Billion Aggregate Principal Amount of Notes – Form 8-K




Washington, D.C. 20549



Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Report Date (Date of First Reported Event): November 9, 2022

Oracle Corporation

(Exact name of the declarant as specified in its charter)

Delaware 001-35992 54-2185193

(State or other jurisdiction of



File number)

(IRS Employer

ID number.)

2300 Oracle Way, Austin, TX 78741

(Address of main executive offices) (Postal code)


(Telephone number of holder, including area code)

N / A

(Former name or address, if changed since last report.)

Check the appropriate box below if the form 8-Kthe filing is intended to simultaneously satisfy the declarant’s filing obligation under one of the following provisions:

Written communications pursuant to Rule 425 of the Securities Act (17 CFR 230.425)

Solicit material according to the rule 14a-12under the Exchange Act (17 CFR 240.14a-12)

Pre-launchcommunications in accordance with the rule 14d-2(b)under the Exchange Act (17 CFR 240.14d-2(b))

Pre-launchcommunications in accordance with the rule 13e-4(c)under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class


Name of each exchange
on which inscribed

Common shares, par value $0.01 per share ORCL New York Stock Exchange
3.125% Senior Notes due July 2025 ORCL New York Stock Exchange

Indicate with a check mark whether the registrant is an emerging growth company within the meaning of Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2of the Securities Exchange Act of 1934 (§240.12b-2of this chapter).

Growing emerging company

If the company is an emerging growth company, indicate with a check mark whether the registrant has elected not to use the extended transition period to comply with new or revised financial accounting standards under the section 13(a) of the Exchange Act.

Issuance of $7 billion aggregate principal amount of notes

On November 9, 2022, Oracle Corporation (“Oracle”) issued and sold an aggregate principal amount of $1,000,000,000 of its 5.800% Notes due 2025, a $1,250,000,000 aggregate principal amount of its 6.150% bonds due 2029, $2,250,000,000 aggregate principal amount of its 6.250% bonds due 2032 and $2,250,000,000 aggregate principal amount aggregate of $2,500,000,000 of its 6.900% Bonds due 2052 (collectively, the “Bonds”), pursuant to a bought deal agreement dated November 7, 2022 between Oracle and BofA Securities, Inc., Citigroup Global Markets Inc. ., Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc. and JP Morgan Securities LLC, as representatives of the several underwriters named therein. The Notes will be issued pursuant to an indenture dated January 13, 2006 (the “Indenture”) between Oracle (formerly known as Ozark Holding Inc.), Oracle Systems Corporation (formerly known as ‘Oracle Corporation) and Citibank, NA, as amended by the First Supplemental Indenture dated May 9, 2007 (the “First Supplemental Indenture”) between Oracle, Citibank, NA and The Bank of New York Mellon Trust Company, NA (formerly known as The Bank of New York Trust Company, NA), as trustee, and a certificate of officer issued thereunder.

The Notes are being offered pursuant to Oracle’s registration statement on Form S-3filed on March 11, 2021 (Reg. no. 333-254166),including the prospectus contained therein (the “Registration Statement”) and a related preliminary prospectus supplement dated November 7, 2022 and a prospectus supplement dated November 7, 2022.

Oracle intends to use the net cash proceeds of the offering to prepay borrowings under its March 2022 Deferred Drawn Term Facility Agreement (the “DDTL”) on a dollar for dollarbase.

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-Kfiled by Oracle Systems Corporation on January 20, 2006 and in the First Supplemental Indenture filed as Exhibit 4.3 to the Form Registration Statement S-3filed by Oracle Corporation on May 10, 2007.

Increase in covenants under term credit agreement

On November 2, 2022, Oracle increased commitments under its term credit agreement and borrowed an additional $1.3 billion. Oracle used the net proceeds from this to prepay $1.3 billion in borrowings under the DDTL.

Section 9.01

Financial statements and supporting documents

(d) Exhibits

Part No.

The description

4.1 Forms of 5.800% Bonds due 2025, 6.150% Bonds due 2029, 6.250% Bonds due 2032 and 6.900% Bonds due 2052 accompanied by certificate of officers issued on November 9, 2022 setting out the terms of the Bonds.
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 in the Inline XBRL document).


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Declarant has duly caused this report to be signed on its behalf by the duly authorized undersigned.


Dated: November 9, 2022


/s/ Kimberley Woolley

Last name:

Kimberley Woolley
Title: Vice President, Deputy General Counsel and Deputy Secretary


Oracle Corporation published this content on November 09, 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unmodified, on November 09, 2022 21:18:39 UTC.

Public now 2022


Analyst Recommendations for ORACLE CORPORATION

Sales 2023 49,291M

2023 net income 8,968 million

Net debt 2023 76,506 million

PER 2023 ratio 23.9x
2023 return 1.63%
Capitalization 213B
EV / Sales 2023 5.88x
EV / Sales 2024 5.28x
# of employees 143,000
Floating 57.2%


Duration :

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Medium consensus SURPASS
Number of analysts 31
Last closing price $79.18
Average target price $85.62
Average Spread / Target 8.13%

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