UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 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): May 5, 2015
Oracle Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 001-35992 | 54-2185193 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
500 Oracle Parkway, Redwood City, California 94065
(Address of principal executive offices) (Zip Code)
(650) 506-7000
(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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 8 – Other Events
Item 8.01 Other Events
Issuance of $10 Billion Aggregate Principal Amount of Notes
On May 5, 2015, Oracle Corporation (“Oracle”) consummated the issuance and sale of $2,500,000,000 aggregate principal amount of its 2.500% notes due 2022, $2,500,000,000 aggregate principal amount of its 2.950% notes due 2025, $500,000,000 aggregate principal amount of its 3.250% notes due 2030, $1,250,000,000 aggregate principal amount of its 3.900% notes due 2035, $2,000,000,000 aggregate principal amount of its 4.125% notes due 2045 and $1,250,000,000 aggregate principal amount of its 4.375% notes due 2055 (collectively, the “Notes”), pursuant to an underwriting agreement dated April 28, 2015 among Oracle and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein. The Notes were 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 were offered pursuant to Oracle’s Registration Statement on Form S-3 filed on April 15, 2013 (Reg. No. 333-187919), including the prospectus contained therein (the “Registration Statement”) and a related preliminary prospectus supplement dated April 28, 2015 and prospectus supplement dated April 28, 2015.
The material terms and conditions of the Notes are set forth in the Form of Officers’ Certificate filed herewith as Exhibit 4.13 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 No. |
Description | |
| 4.13 | Form of Officers’ Certificate setting forth the terms of the Notes | |
| 5.1 | Opinion of Davis Polk & Wardwell LLP | |
| 12.1 | Consolidated Ratio of Earnings to Fixed Charges | |
| 23.1 | Consent of Davis Polk & Wardwell LLP (contained in Exhibit 5.1) | |
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: May 5, 2015 | By: | /s/ Brian S. Higgins | ||||
| Name: Brian S. Higgins | ||||||
| Title: Vice President, Associate General Counsel and Assistant Secretary | ||||||
EXHIBIT LIST
| Exhibit No. |
Description | |
| 4.13 | Form of Officers’ Certificate setting forth the terms of the Notes | |
| 5.1 | Opinion of Davis Polk & Wardwell LLP | |
| 12.1 | Consolidated Ratio of Earnings to Fixed Charges | |
| 23.1 | Consent of Davis Polk & Wardwell LLP (contained in Exhibit 5.1) | |