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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/24/21 Oracle Corp. 8-K:8,9 3/22/21 13:511K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 29K 2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 179K 3: EX-5.1 Opinion of Counsel re: Legality HTML 13K 9: R1 Document and Entity Information HTML 50K 11: XML IDEA XML File -- Filing Summary XML 13K 8: XML XBRL Instance -- d165814d8k_htm XML 18K 10: EXCEL IDEA Workbook of Financial Reports XLSX 6K 5: EX-101.DEF XBRL Definitions -- orcl-20210322_def XML 40K 6: EX-101.LAB XBRL Labels -- orcl-20210322_lab XML 66K 7: EX-101.PRE XBRL Presentations -- orcl-20210322_pre XML 42K 4: EX-101.SCH XBRL Schema -- orcl-20210322 XSD 16K 12: JSON XBRL Instance as JSON Data -- MetaLinks 14± 21K 13: ZIP XBRL Zipped Folder -- 0001193125-21-092631-xbrl Zip 54K
| Form 8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i March 22, 2021
Oracle Corporation
(Exact name of registrant as specified in its charter)
| i Delaware | i 001-35992 | i 54-2185193 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
i 2300 Oracle Way, i Austin, i Texas i 78741
(Address of principal executive offices) (Zip Code)
i (737) i 867-1000
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| i ☐ | Pre-commencement communications pursuant to 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 |
Trading |
Name of each exchange | ||
| i Common Stock, par value $0.01 per share i 3.125% senior notes due July 2025 |
i i ORCL / | i New York Stock Exchange i New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Section 8-Other Events
| 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.
Section 9-Financial Statements and Exhibits
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit |
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) | |
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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: March 24, 2021 | By: | /s/ Brian S. Higgins | ||||
| Name: | Brian S. Higgins | |||||
| Title: | Vice President, Associate General Counsel and Secretary | |||||
3|3
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/24/21 | |||
| For Period end: | 3/22/21 | 4, 424B2, FWP | ||
| 3/11/21 | 10-Q, S-3ASR | |||
| 5/10/07 | 424B2, 8-K, FWP, S-3ASR | |||
| 5/9/07 | S-8 | |||
| 1/20/06 | ||||
| 1/13/06 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/20/23 Oracle Corp. 10-K 5/31/23 100:26M Donnelley … Solutions/FA 6/21/22 Oracle Corp. 10-K 5/31/22 99:21M ActiveDisclosure/FA 6/21/21 Oracle Corp. 10-K 5/31/21 102:22M ActiveDisclosure/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/10/07 Oracle Corp. S-3ASR 5/10/07 9:581K Donnelley … Solutions/FA 1/20/06 Oracle Systems 8-K:1,2,9 1/13/06 3:525K RR Donnelley |