Form 8-K - Current report
27 Setembro 2024 - 5:14PM
Edgar (US Regulatory)
ORACLE CORP false 0001341439 0001341439 2024-09-27 2024-09-27 0001341439 us-gaap:CommonStockMember 2024-09-27 2024-09-27 0001341439 us-gaap:SeniorNotesMember 2024-09-27 2024-09-27
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): September 27, 2024
Oracle Corporation
(Exact name of registrant as specified in its charter)
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Delaware |
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001-35992 |
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54-2185193 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
2300 Oracle Way, Austin, Texas 78741
(Address of principal executive offices) (Zip Code)
(737) 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock, par value $0.01 per share |
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ORCL |
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New York Stock Exchange |
3.125% senior notes due July 2025 |
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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 ☐
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. ☐
Issuance of $6.25 Billion Aggregate Principal Amount of Notes
On September 27, 2024, Oracle Corporation (“Oracle”) consummated the issuance and sale of $1,500,000,000 aggregate principal amount of its 4.200% Notes due 2029, $1,750,000,000 aggregate principal amount of its 4.700% Notes due 2034, $1,750,000,000 aggregate principal amount of its 5.375% Notes due 2054 and $1,250,000,000 aggregate principal amount of its 5.500% Notes due 2064 (collectively, the “Notes”), pursuant to an underwriting agreement dated September 25, 2024 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 September 25, 2024 and prospectus supplement dated September 25, 2024.
Oracle intends to use the net proceeds of the offering to repay all or a portion of its 2.95% Notes due November 2024, 2.50% Notes due April 2025 and 2.95% Notes due May 2025 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 repay commercial paper borrowings. 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.
Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits
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.
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ORACLE CORPORATION |
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Dated: September 27, 2024 |
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By: |
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/s/ Kimberly Woolley |
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Name: Kimberly Woolley |
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Title: Vice President, Assistant General Counsel and Assistant Secretary |
Exhibit 4.1
ORACLE CORPORATION
Officers
Certificate
September 27, 2024
This Officers Certificate, dated as of September 27, 2024 (this Officers Certificate), references the
Indenture dated as of January 13, 2006 (the Base Indenture) by and among Oracle Corporation (the Issuer, 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 (together with the Base Indenture and as supplemented by this Officers Certificate, the Indenture) by and among the
Issuer, Citibank, N.A. and The Bank of New York Trust Company, N.A. On June 29, 2007, Citibank, N.A. resigned as the original trustee under the Indenture and the Issuer appointed The Bank of New York Trust Company, N.A. as successor trustee.
Thereafter, The Bank of New York Trust Company, N.A. became The Bank of New York Mellon Trust Company, N.A. (the Trustee). The Trustee is the trustee for any and all securities issued under the Indenture. Pursuant to
Section 2.01 and Section 2.03 of the Base Indenture, the undersigned officers do hereby certify, in connection with the issuance of (i) $1,500,000,000 aggregate principal amount of 4.200% Notes due 2029 (the 2029 Notes),
(ii) $1,750,000,000 aggregate principal amount of 4.700% Notes due 2034 (the 2034 Notes), (iii) $1,750,000,000 aggregate principal amount of 5.375% Notes due 2054 (the 2054 Notes) and (iv) $1,250,000,000
aggregate principal amount of 5.500% Notes due 2064 (the 2064 Notes and, together with the 2029 Notes, 2034 Notes and 2054 Notes, the Notes), that the terms of the Notes are as follows:
Capitalized terms used but not otherwise defined herein shall have the meanings specified in the Indenture.
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2029 Notes |
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Title: |
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4.200% Notes due 2029 |
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Issuer: |
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Oracle Corporation |
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Trustee, Registrar, Transfer Agent, Authenticating Agent, and Paying Agent: |
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The Bank of New York Mellon Trust Company, N.A. |
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Aggregate Principal Amount at Maturity: |
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$1,500,000,000 |
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Principal Payment Date: |
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September 27, 2029 |
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Interest: |
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4.200% per annum |
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Date from which Interest will Accrue: |
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September 27, 2024 |
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Interest Payment Dates: |
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March 27 and September 27, commencing March 27, 2025 |
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Interest Record Dates: |
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March 12 and September 12 |
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Redemption: |
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Prior to August 27, 2029 (one month prior to the maturity date (the 2029 Par Call Date)), the
Issuer may redeem the 2029 Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(1) (a) the sum of the present values of the remaining scheduled
payments of principal and interest thereon discounted to the redemption date (assuming the 2029 Notes matured on the 2029 Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Preliminary Prospectus Supplement) plus 15 basis points, less (b) interest accrued to the date of redemption, and
(2) 100% of the principal amount of the 2029 Notes to be
redeemed, plus, in either case, accrued and unpaid interest
thereon to the redemption date. On or after the 2029 Par Call
Date, the Issuer may redeem the 2029 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 2029 Notes being redeemed, plus accrued and unpaid interest thereon to the date of
redemption. |
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Conversion: |
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None |
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Sinking Fund: |
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None |
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Denominations: |
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$2,000 and multiples of $1,000 thereafter |
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Miscellaneous: |
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The terms of the 2029 Notes shall include such other terms as are set forth in the form of 2029 Notes attached
hereto as Exhibit A and in the Indenture. |
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2034 Notes |
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Title: |
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4.700% Notes due 2034 |
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Issuer: |
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Oracle Corporation |
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Trustee, Registrar, Transfer Agent, Authenticating Agent, and Paying Agent: |
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The Bank of New York Mellon Trust Company, N.A. |
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Aggregate Principal Amount at Maturity: |
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$1,750,000,000 |
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Principal Payment Date: |
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September 27, 2034 |
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Interest: |
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4.700% per annum |
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Date from which Interest will Accrue: |
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September 27, 2024 |
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Interest Payment Dates: |
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March 27 and September 27, commencing March 27, 2025 |
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Interest Record Dates: |
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March 12 and September 12 |
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Redemption: |
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Prior to June 27, 2034 (three months prior to the maturity date (the 2034 Par Call Date)), the
Issuer may redeem the 2034 Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(1) (a) the sum of the present values of the remaining scheduled
payments of principal and interest thereon discounted to the redemption date (assuming the 2034 Notes matured on the 2034 Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Preliminary Prospectus Supplement) plus 15 basis points, less (b) interest accrued to the date of redemption, and
(2) 100% of the principal amount of the 2034 Notes to be
redeemed, plus, in either case, accrued and unpaid interest
thereon to the redemption date. |
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On or after the 2034 Par Call Date, the Issuer may redeem the 2034 Notes, in whole or in part, at any time and from
time to time, at a redemption price equal to 100% of the principal amount of the 2034 Notes being redeemed, plus accrued and unpaid interest thereon to the date of redemption. |
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Conversion: |
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None |
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Sinking Fund: |
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None |
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Denominations: |
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$2,000 and multiples of $1,000 thereafter |
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Miscellaneous: |
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The terms of the 2034 Notes shall include such other terms as are set forth in the form of 2034 Notes attached
hereto as Exhibit B and in the Indenture. |
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2054 Notes |
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Title: |
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5.375% Notes due 2054 |
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Issuer: |
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Oracle Corporation |
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Trustee, Registrar, Transfer Agent, Authenticating Agent, and Paying Agent: |
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The Bank of New York Mellon Trust Company, N.A. |
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Aggregate Principal Amount at Maturity: |
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$1,750,000,000 |
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Principal Payment Date: |
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September 27, 2054 |
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Interest: |
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5.375% per annum |
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Date from which Interest will Accrue: |
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September 27, 2024 |
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Interest Payment Dates: |
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March 27 and September 27, commencing March 27, 2025 |
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Interest Record Dates: |
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March 12 and September 12 |
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Redemption: |
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Prior to March 27, 2054 (six months prior to the maturity date (the 2054 Par Call Date)),
the Issuer may redeem the 2054 Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater
of: |
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(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted
to the redemption date (assuming the 2054 Notes matured on the 2054 Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at
the Treasury Rate (as defined in the Preliminary Prospectus Supplement) plus 20 basis points, less (b) interest accrued to the date of redemption, and
(2) 100% of the principal amount of the 2054 Notes to be redeemed,
plus, in either case, accrued and unpaid interest thereon to the
redemption date. On or after the 2054 Par Call Date, the
Issuer may redeem the 2054 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 2054 Notes being redeemed, plus accrued and unpaid interest thereon to the date of
redemption. |
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Conversion: |
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None |
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Sinking Fund: |
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None |
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Denominations: |
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$2,000 and multiples of $1,000 thereafter |
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Miscellaneous: |
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The terms of the 2054 Notes shall include such other terms as are set forth in the form of 2054 Notes attached
hereto as Exhibit C and in the Indenture. |
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2064 Notes |
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Title: |
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5.500% Notes due 2064 |
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Issuer: |
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Oracle Corporation |
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Trustee, Registrar, Transfer Agent, Authenticating Agent, and Paying Agent: |
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The Bank of New York Mellon Trust Company, N.A. |
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Aggregate Principal Amount at Maturity: |
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$1,250,000,000 |
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Principal Payment Date: |
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September 27, 2064 |
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Interest: |
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5.500% per annum |
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Date from which Interest will Accrue: |
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September 27, 2024 |
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Interest Payment Dates: |
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March 27 and September 27, commencing March 27, 2025 |
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Interest Record Dates: |
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March 12 and September 12 |
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Redemption: |
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Prior to March 27, 2064 (six months prior to the maturity date (the 2064 Par Call Date)), the
Issuer may redeem the 2064 Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(1) (a) the sum of the present values of the remaining scheduled
payments of principal and interest thereon discounted to the redemption date (assuming the 2064 Notes matured on the 2064 Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Preliminary Prospectus Supplement) plus 25 basis points, less (b) interest accrued to the date of redemption, and
(2) 100% of the principal amount of the 2064 Notes to be
redeemed plus, in either case, accrued and unpaid interest
thereon to the redemption date. On or after the 2064 Par Call
Date, the Issuer may redeem the 2064 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 2064 Notes being redeemed, plus accrued and unpaid interest thereon to the date of
redemption. |
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Conversion: |
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None |
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Sinking Fund: |
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None |
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Denominations: |
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$2,000 and multiples of $1,000 thereafter |
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Miscellaneous: |
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The terms of the 2064 Notes shall include such other terms as are set forth in the form of 2064 Notes attached hereto
as Exhibit D and in the Indenture. |
Subject to the representations, warranties and covenants described in the Indenture, as amended or
supplemented from time to time, the Issuer shall be entitled, subject to authorization by the Board of Directors of the Issuer and an Officers Certificate, to issue additional notes from time to time under each series of notes issued hereby.
Any such additional notes of a series (together, the Additional Notes) shall have identical terms as the 2029 Notes, 2034 Notes, 2054 Notes or 2064 Notes, as the case may be, issued on the issue date, other than with respect to
the date of issuance and the issue price. Any Additional Notes will be issued in accordance with Section 2.03 of the Base Indenture.
For the purposes of Section 2.05 of the Base Indenture, the signatures of the officers of the Issuer referred to therein may be
the manual, facsimile or electronic signatures of such officers. For the purposes of Section 2.06 of the Base Indenture, the certificates of authentication for the Notes may be executed by the Trustee by the manual or electronic signature of
one of its authorized officers. For the purposes of Section 9.03 of the Base Indenture, references to Sections 3.04 and 3.05 of the Base Indenture shall be deemed to refer to Sections 3.06 and 3.07 of the Base Indenture.
Each such officer has read and understands the provisions of the Indenture and the definitions relating thereto. The statements made
in this Officers Certificate are based upon the examination of the provisions of the Indenture and upon the relevant books and records of the Issuer. In such officers opinion, they have made such examination or investigation as is
necessary to enable such officers to express an informed opinion as to whether or not the covenants and conditions of such Indenture relating to the issuance and authentication of the Notes have been complied with. In such officers opinion,
such covenants and conditions have been complied with.
IN WITNESS WHEREOF the undersigned officers of the Issuer have duly executed this
certificate as of the date first written above.
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ORACLE CORPORATION |
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By: |
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/s/ Greg Hilbrich |
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Name: Greg Hilbrich |
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Title: Executive Vice President and Treasurer |
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By: |
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/s/ Brian S. Higgins |
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Name: Brian S. Higgins |
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Title: Senior Vice President and Secretary |
EXHIBIT A
FORM OF 4.200% NOTES DUE 2029
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(DTC), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS A BENEFICIAL INTEREST HEREIN.
TRANSFERS OF THIS NOTE ARE LIMITED TO TRANSFERS
IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSORS NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE INDENTURE.
IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION
AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.
ORACLE CORPORATION
4.200% Notes due 2029
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No. |
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CUSIP No.: 68389X CS2
ISIN No.: US68389XCS27 $ |
ORACLE CORPORATION, a Delaware corporation (the Issuer), for value received
promises to pay to CEDE & CO. or registered assigns the principal sum of DOLLARS on September 27, 2029.
Interest Payment Dates: March 27 and September 27 (each, an Interest Payment Date), commencing on
March 27, 2025.
Interest Record Dates: March 12 and September 12 (each, an Interest Record
Date).
Reference is made to the further provisions of this Note contained herein, which will for all purposes have the same effect as
if set forth at this place.
IN WITNESS WHEREOF, the Issuer has caused this Note to be signed manually,
electronically or by facsimile by its duly authorized officers.
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ORACLE CORPORATION |
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By: |
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Name: Greg Hilbrich |
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Title: Executive Vice President and Treasurer |
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By: |
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Name: Brian S. Higgins |
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Title: Senior Vice President and Secretary |
This is one of the Notes of the series designated herein and referred to in the
within-mentioned Indenture.
Dated: September 27, 2024
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The Bank of New York Mellon Trust Company, N.A., as Trustee |
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By: |
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Authorized Signatory |
(REVERSE OF NOTE)
ORACLE CORPORATION
4.200% Notes due 2029
Oracle Corporation (the Issuer) promises to pay interest on the principal amount of this Note at the rate per annum
described above. Cash interest on the Notes will accrue from the most recent date to which interest has been paid; or, if no interest has been paid, from September 27, 2024. Interest on this Note will be paid to but excluding the relevant
Interest Payment Date. The Issuer will pay interest semi-annually in arrears on each Interest Payment Date, commencing March 27, 2025. Interest will be computed on the basis of a 360-day year consisting
of twelve 30-day months in a manner consistent with Rule 11620(b) of the FINRA Uniform Practice Code.
The Issuer shall pay interest on overdue principal from time to time on demand at the rate borne by the Notes and on overdue
installments of interest (without regard to any applicable grace periods) to the extent lawful.
Initially, The Bank of New York Mellon Trust Company, N.A. (the Trustee) will act as paying agent. The Issuer may
change any paying agent without notice to the Holders.
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Indenture; Defined Terms. |
This Note is one of the 4.200% Notes due 2029 (the Notes) issued under an indenture dated as of January 13,
2006 (the Base Indenture) by and among the Issuer (formerly known as Ozark Holding Inc.), Oracle Systems Corporation (formerly known as Oracle Corporation) and Citibank, N.A., as amended by a supplemental indenture dated as of
May 9, 2007 (the Supplemental Indenture) and as supplemented by the Officers Certificate dated as of September 27, 2024 (the Officers Certificate and, together with the Base Indenture and
Supplemental Indenture, the Indenture) by and among the Issuer, Citibank, N.A. and the Trustee, and established pursuant to the Officers Certificate, issued pursuant to Section 2.01 and Section 2.03 of the Base
Indenture. This Note is a Security and the Notes are Securities under the Indenture.
For purposes of this
Note, unless otherwise defined herein, capitalized terms herein are used as defined in the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939
(15 U.S.C. Sections 77aaa-77bbbb) (the TIA) as in effect on the date on which the Indenture was qualified under the TIA. Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and holders of
Notes are referred to the Indenture and the TIA for a statement of them. To the extent the terms of the Indenture and this Note are inconsistent, the terms of the Indenture shall govern.
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4. |
Denominations; Transfer; Exchange. |
The Notes are in registered form, without coupons, in denominations of $2,000 and multiples of $1,000 thereafter. A Holder shall
register the transfer or exchange of Notes in accordance with the Indenture. The Issuer may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay certain transfer taxes or similar governmental
charges payable in connection therewith as permitted by the Indenture. The Issuer need not issue, authenticate, register the transfer of or exchange any Notes or portions thereof for a period of fifteen (15) days before the sending of a notice
of redemption, nor need the Issuer register the transfer or exchange of any Note selected for redemption in whole or in part.
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5. |
Amendment; Supplement; Waiver. |
Subject to certain exceptions, the Notes and the provisions of the Indenture relating to the Notes may be amended or supplemented and
any existing default or Event of Default or compliance with certain provisions may be waived with the written consent of the Holders of at least a majority in aggregate principal amount of all series of Outstanding Securities (including the Notes)
under the Indenture that are affected by such amendment, supplement or waiver (voting as a single class). Without notice to or consent of any Holder, the parties thereto may amend or supplement the Indenture and the Notes to, among other things,
cure any ambiguity, defect or inconsistency or comply with any requirements of the Commission in connection with the qualification of the Indenture under the TIA, or make any other change that does not adversely affect the rights of any Holder of a
Note.
The Issuer may at its option redeem any of the Notes in whole or in part at any time prior to August 27, 2029 (one month prior to
the maturity date (the 2029 Par Call Date)), each at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) calculated by the Issuer equal to the greater of:
(i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the
redemption date (assuming the Notes matured on the 2029 Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate plus 15 basis points less (b) interest accrued to the date of redemption, and
(ii) 100% of the principal
amount of the Notes to be redeemed,
plus, in either case, accrued and unpaid interest thereon to the redemption date.
At any time on or after the 2029 Par Call Date, the Notes will be redeemable, in whole or in part, at the Issuers option, at a
redemption price calculated by the Issuer equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to the date of redemption.
Notwithstanding the foregoing, installments of interest on Notes that are due and payable on interest payment dates falling on or
prior to a redemption date will be payable on the interest payment date to the registered Holders as of the close of business on the relevant record date according to the Notes and the Indenture.
Treasury Rate means, with respect to any redemption date, the
yield determined by the Issuer in accordance with the following two paragraphs.
The Treasury Rate shall be determined by the
Issuer after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the
yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as Selected Interest Rates (Daily) - H.15
(or any successor designation or publication) (H.15) under the caption U.S. government securitiesTreasury constant maturitiesNominal (or any successor caption or heading) (H.15 TCM). In
determining the Treasury Rate, the Issuer shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the 2029 Par Call Date (the Remaining
Life); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield
corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life and shall interpolate to the 2029 Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the
result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For
purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the
redemption date.
If on the third business day preceding the redemption date H.15 TCM is no longer published, the Issuer shall
calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury security
maturing on, or with a maturity that is closest to, the 2029 Par Call Date, as applicable. If there is no United States Treasury security maturing on the 2029 Par Call Date but there are two or more United States Treasury securities with a maturity
date equally distant from the 2029 Par Call Date, one with a maturity date preceding the 2029 Par Call Date and one with a maturity date following the 2029 Par Call Date, the Issuer shall select the United States Treasury security with a maturity
date preceding the 2029 Par Call Date. If there are two or more United States Treasury securities maturing on the 2029 Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Issuer shall
select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at
11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and
asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.
The Issuers actions and determinations in determining the redemption price
shall be conclusive and binding for all purposes, absent manifest error.
Notice of any redemption will be mailed or
electronically delivered (or otherwise transmitted in accordance with the depositarys procedures) at least 10 days but not more than 60 days before the redemption date to each Holder of Notes to be redeemed.
The Trustee shall not be responsible for calculating the redemption price. In the case of a partial redemption, selection of the Notes
for redemption will be made pro rata, by lot or by such other method as is consistent with the applicable procedures of the Trustee and the depository. No Notes of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be
redeemed in part only, the notice of redemption that relates to the Note will state the portion of the principal amount of the Note to be redeemed. A new note in a principal amount equal to the unredeemed portion of the Note will be issued in the
name of the holder of the Note upon surrender for cancellation of the original note. For so long as the notes are held by DTC (or another depositary), the redemption of the Notes shall be done in accordance with the policies and procedures of the
depositary.
Unless the Issuer defaults in payment of the redemption price, on and after the redemption date, interest will cease
to accrue on the Notes or portions thereof called for redemption.
7. Defaults and Remedies.
If an Event of Default (other than certain bankruptcy Events of Default with respect to the Issuer) under the Indenture occurs with
respect to the Notes and is continuing, then the Trustee may and, at the direction of the Holders of at least 25% in principal amount of the outstanding Notes, shall by written notice, require the Issuer to repay immediately the entire principal
amount of the Outstanding Notes, together with all accrued and unpaid interest and premium, if any. If a bankruptcy Event of Default with respect to the Issuer occurs and is continuing, then the entire principal amount of the Outstanding Notes will
automatically become due immediately and payable without any declaration or other act on the part of the Trustee or any Holder. Holders of Notes may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee is not
obligated to enforce the Indenture or the Notes unless it has received indemnity as it reasonably requires. The Indenture permits, subject to certain limitations therein provided, Holders of a majority in aggregate principal amount of the Notes then
outstanding to direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of Notes notice of certain continuing defaults or Events of Default if it determines that withholding notice is in their interest.
8. Authentication.
This Note shall not be valid until the Trustee manually or electronically signs the certificate of authentication on this Note.
9. Abbreviations and Defined Terms.
Customary abbreviations may be used in the name of a Holder of a Note or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to
Minors Act).
10. CUSIP Numbers.
Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP
numbers to be printed on the Notes as a convenience to the Holders of the Notes. No representation is made as to the accuracy of such numbers as printed on the Notes and reliance may be placed only on the other identification numbers printed hereon.
11. Governing Law.
The laws of the State of New York shall govern the Indenture and this Note thereof.
ASSIGNMENT FORM
To assign this Note, fill in the form below:
I or we assign and transfer this
Note to
(Print or type assignees name, address and zip code)
(Insert assignees soc. sec. or tax I.D. No.)
and irrevocably appoint agent to transfer this Note on the books of the Issuer. The agent may substitute
another to act for him.
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Date:
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Your
Signature: |
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Sign exactly as your name appears on the other side of this Note. |
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Signature
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Signature Guarantee: |
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Signature must be guaranteed |
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Signature |
Signatures must be guaranteed by an eligible guarantor institution meeting the
requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (STAMP) or such other signature guarantee program as may be determined by the
Registrar in addition to, or in substitution for, STAMP, all in accordance with the United States Securities Exchange Act of 1934, as amended.
SCHEDULE OF EXCHANGES OF NOTES
The following exchanges of a part of this Global Note for Physical Notes or a part of another Global Note have been made:
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Date of Exchange |
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Amount of decrease in
principal amount of this Global
Note |
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Amount of increase in
principal amount of this Global
Note |
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Principal amount of this
Global Note following such decrease
(or increase) |
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Signature of authorized officer of Trustee |
EXHIBIT B
FORM OF 4.700% NOTES DUE 2034
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(DTC), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS A BENEFICIAL INTEREST HEREIN.
TRANSFERS OF THIS NOTE ARE LIMITED TO TRANSFERS
IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSORS NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE INDENTURE.
IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION
AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.
ORACLE CORPORATION
4.700% Notes due 2034
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No. |
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CUSIP No.: 68389X CT0
ISIN No.: US68389XCT00 $ |
ORACLE CORPORATION, a Delaware corporation (the Issuer), for value received
promises to pay to CEDE & CO. or registered assigns the principal sum of DOLLARS on September 27, 2034.
Interest Payment Dates: March 27 and September 27 (each, an Interest Payment Date), commencing on
March 27, 2025.
Interest Record Dates: March 12 and September 12 (each, an Interest Record
Date).
Reference is made to the further provisions of this Note contained herein, which will for all purposes have the same effect as
if set forth at this place.
IN WITNESS WHEREOF, the Issuer has caused this Note to be signed manually,
electronically or by facsimile by its duly authorized officers.
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ORACLE CORPORATION |
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By: |
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Name: Greg Hilbrich |
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Title: Executive Vice President and Treasurer |
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By: |
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Name: Brian S. Higgins |
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Title: Senior Vice President and Secretary |
This is one of the Notes of the series designated herein and referred to in the
within-mentioned Indenture.
Dated: September 27, 2024
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The Bank of New York Mellon Trust Company, N.A., as Trustee |
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By: |
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Authorized Signatory |
(REVERSE OF NOTE)
ORACLE CORPORATION
4.700% Notes due 2034
Oracle Corporation (the Issuer) promises to pay interest on the principal amount of this Note at the rate per annum
described above. Cash interest on the Notes will accrue from the most recent date to which interest has been paid; or, if no interest has been paid, from September 27, 2024. Interest on this Note will be paid to but excluding the relevant
Interest Payment Date. The Issuer will pay interest semi-annually in arrears on each Interest Payment Date, commencing March 27, 2025. Interest will be computed on the basis of a 360-day year consisting
of twelve 30-day months in a manner consistent with Rule 11620(b) of the FINRA Uniform Practice Code.
The Issuer shall pay interest on overdue principal from time to time on demand at the rate borne by the Notes and on overdue
installments of interest (without regard to any applicable grace periods) to the extent lawful.
Initially, The Bank of New York Mellon Trust Company, N.A. (the Trustee) will act as paying agent. The Issuer may
change any paying agent without notice to the Holders.
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3. |
Indenture; Defined Terms. |
This Note is one of the 4.700% Notes due 2034 (the Notes) issued under an indenture dated as of January 13,
2006 (the Base Indenture) by and among the Issuer (formerly known as Ozark Holding Inc.), Oracle Systems Corporation (formerly known as Oracle Corporation) and Citibank, N.A., as amended by a supplemental indenture dated as of
May 9, 2007 (the Supplemental Indenture) and as supplemented by the Officers Certificate dated as of September 27, 2024 (the Officers Certificate and, together with the Base Indenture and
Supplemental Indenture, the Indenture) by and among the Issuer, Citibank, N.A. and the Trustee, and established pursuant to the Officers Certificate, issued pursuant to Section 2.01 and Section 2.03 of the Base
Indenture. This Note is a Security and the Notes are Securities under the Indenture.
For purposes of this
Note, unless otherwise defined herein, capitalized terms herein are used as defined in the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939
(15 U.S.C. Sections 77aaa-77bbbb) (the TIA) as in effect on the date on which the Indenture was qualified under the TIA. Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and holders of
Notes are referred to the Indenture and the TIA for a statement of them. To the extent the terms of the Indenture and this Note are inconsistent, the terms of the Indenture shall govern.
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4. |
Denominations; Transfer; Exchange. |
The Notes are in registered form, without coupons, in denominations of $2,000 and multiples of $1,000 thereafter. A Holder shall
register the transfer or exchange of Notes in accordance with the Indenture. The Issuer may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay certain transfer taxes or similar governmental
charges payable in connection therewith as permitted by the Indenture. The Issuer need not issue, authenticate, register the transfer of or exchange any Notes or portions thereof for a period of fifteen (15) days before the sending of a notice
of redemption, nor need the Issuer register the transfer or exchange of any Note selected for redemption in whole or in part.
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5. |
Amendment; Supplement; Waiver. |
Subject to certain exceptions, the Notes and the provisions of the Indenture relating to the Notes may be amended or supplemented and
any existing default or Event of Default or compliance with certain provisions may be waived with the written consent of the Holders of at least a majority in aggregate principal amount of all series of Outstanding Securities (including the Notes)
under the Indenture that are affected by such amendment, supplement or waiver (voting as a single class). Without notice to or consent of any Holder, the parties thereto may amend or supplement the Indenture and the Notes to, among other things,
cure any ambiguity, defect or inconsistency or comply with any requirements of the Commission in connection with the qualification of the Indenture under the TIA, or make any other change that does not adversely affect the rights of any Holder of a
Note.
The Issuer may at its option redeem any of the Notes in whole or in part at any time prior to June 27, 2034 (three months prior
to the maturity date (the 2034 Par Call Date)), each at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) calculated by the Issuer equal to the greater of:
(i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the
redemption date (assuming the Notes matured on the 2034 Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate plus 15 basis points less (b) interest accrued to the date of redemption, and
(ii) 100% of the principal
amount of the Notes to be redeemed,
plus, in either case, accrued and unpaid interest thereon to the redemption date.
At any time on or after the 2034 Par Call Date, the Notes will be redeemable, in whole or in part, at the Issuers option, at a
redemption price calculated by the Issuer equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to the date of redemption.
Notwithstanding the foregoing, installments of interest on Notes that are due and payable on interest payment dates falling on or
prior to a redemption date will be payable on the interest payment date to the registered Holders as of the close of business on the relevant record date according to the Notes and the Indenture.
Treasury Rate means, with respect to any redemption date, the
yield determined by the Issuer in accordance with the following two paragraphs.
The Treasury Rate shall be determined by the
Issuer after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the
yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as Selected Interest Rates (Daily) - H.15
(or any successor designation or publication) (H.15) under the caption U.S. government securitiesTreasury constant maturitiesNominal (or any successor caption or heading) (H.15 TCM). In
determining the Treasury Rate, the Issuer shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the 2034 Par Call Date (the Remaining
Life); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield
corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life and shall interpolate to the 2034 Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the
result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For
purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the
redemption date.
If on the third business day preceding the redemption date H.15 TCM is no longer published, the Issuer shall
calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury security
maturing on, or with a maturity that is closest to, the 2034 Par Call Date, as applicable. If there is no United States Treasury security maturing on the 2034 Par Call Date but there are two or more United States Treasury securities with a maturity
date equally distant from the 2034 Par Call Date, one with a maturity date preceding the 2034 Par Call Date and one with a maturity date following the 2034 Par Call Date, the Issuer shall select the United States Treasury security with a maturity
date preceding the 2034 Par Call Date. If there are two or more United States Treasury securities maturing on the 2034 Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Issuer shall
select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at
11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and
asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.
The Issuers actions and determinations in determining the redemption price
shall be conclusive and binding for all purposes, absent manifest error.
Notice of any redemption will be mailed or
electronically delivered (or otherwise transmitted in accordance with the depositarys procedures) at least 10 days but not more than 60 days before the redemption date to each Holder of Notes to be redeemed.
The Trustee shall not be responsible for calculating the redemption price. In the case of a partial redemption, selection of the Notes
for redemption will be made pro rata, by lot or by such other method as is consistent with the applicable procedures of the Trustee and the depository. No Notes of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be
redeemed in part only, the notice of redemption that relates to the Note will state the portion of the principal amount of the Note to be redeemed. A new note in a principal amount equal to the unredeemed portion of the Note will be issued in the
name of the holder of the Note upon surrender for cancellation of the original note. For so long as the notes are held by DTC (or another depositary), the redemption of the Notes shall be done in accordance with the policies and procedures of the
depositary.
Unless the Issuer defaults in payment of the redemption price, on and after the redemption date, interest will cease
to accrue on the Notes or portions thereof called for redemption.
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7. |
Defaults and Remedies. |
If an Event of Default (other than certain bankruptcy Events of Default with respect to the Issuer) under the Indenture occurs with
respect to the Notes and is continuing, then the Trustee may and, at the direction of the Holders of at least 25% in principal amount of the outstanding Notes, shall by written notice, require the Issuer to repay immediately the entire principal
amount of the Outstanding Notes, together with all accrued and unpaid interest and premium, if any. If a bankruptcy Event of Default with respect to the Issuer occurs and is continuing, then the entire principal amount of the Outstanding Notes will
automatically become due immediately and payable without any declaration or other act on the part of the Trustee or any Holder. Holders of Notes may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee is not
obligated to enforce the Indenture or the Notes unless it has received indemnity as it reasonably requires. The Indenture permits, subject to certain limitations therein provided, Holders of a majority in aggregate principal amount of the Notes then
outstanding to direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of Notes notice of certain continuing defaults or Events of Default if it determines that withholding notice is in their interest.
This Note shall not be valid until the Trustee manually or electronically signs the certificate of authentication on this Note.
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9. |
Abbreviations and Defined Terms. |
Customary abbreviations may be used in the name of a Holder of a Note or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to
Minors Act).
Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP
numbers to be printed on the Notes as a convenience to the Holders of the Notes. No representation is made as to the accuracy of such numbers as printed on the Notes and reliance may be placed only on the other identification numbers printed hereon.
The laws of the State of New York shall govern the Indenture and this Note thereof.
ASSIGNMENT FORM
To assign this Note, fill in the form below:
I or we assign and transfer this
Note to
(Print or type assignees name, address and zip code)
(Insert assignees soc. sec. or tax I.D. No.)
and irrevocably appoint agent to transfer this Note on the books of the Issuer. The agent may substitute
another to act for him.
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Date:
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Your
Signature: |
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Sign exactly as your name appears on the other side of this Note. |
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Signature
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Signature Guarantee: |
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Signature must be guaranteed |
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Signature |
Signatures must be guaranteed by an eligible guarantor institution meeting the
requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (STAMP) or such other signature guarantee program as may be determined by the
Registrar in addition to, or in substitution for, STAMP, all in accordance with the United States Securities Exchange Act of 1934, as amended.
SCHEDULE OF EXCHANGES OF NOTES
The following exchanges of a part of this Global Note for Physical Notes or a part of another Global Note have been made:
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Date of Exchange |
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Amount of decrease in principal amount of this Global
Note |
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Amount of increase in principal amount of this
Global Note |
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Principal amount of this Global Note following such decrease
(or increase) |
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Signature of authorized officer of Trustee |
EXHIBIT C
FORM OF 5.375% NOTES DUE 2054
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(DTC), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS A BENEFICIAL INTEREST HEREIN.
TRANSFERS OF THIS NOTE ARE LIMITED TO TRANSFERS
IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSORS NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE INDENTURE.
IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION
AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.
ORACLE CORPORATION
5.375% Notes due 2054
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No. |
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CUSIP No.: 68389X CU7 ISIN No.: US68389XCU72 $ |
ORACLE CORPORATION, a Delaware corporation (the Issuer), for value received
promises to pay to CEDE & CO. or registered assigns the principal sum of DOLLARS on September 27, 2054.
Interest Payment Dates: March 27 and September 27 (each, an Interest Payment Date), commencing on
March 27, 2025.
Interest Record Dates: March 12 and September 12 (each, an Interest Record
Date).
Reference is made to the further provisions of this Note contained herein, which will for all purposes have the same effect as
if set forth at this place.
IN WITNESS WHEREOF, the Issuer has caused this Note to be signed manually,
electronically or by facsimile by its duly authorized officers.
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ORACLE CORPORATION |
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By: |
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Name: Greg Hilbrich |
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Title: Executive Vice President and Treasurer |
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By: |
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Name: Brian S. Higgins |
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Title: Senior Vice President and Secretary |
This is one of the Notes of the series designated herein and referred to in the
within-mentioned Indenture.
Dated: September 27, 2024
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The Bank of New York Mellon Trust Company, N.A., as Trustee |
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By: |
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Authorized Signatory |
(REVERSE OF NOTE)
ORACLE CORPORATION
5.375% Notes due 2054
Oracle Corporation (the Issuer) promises to pay interest on the principal amount of this Note at the rate per annum
described above. Cash interest on the Notes will accrue from the most recent date to which interest has been paid; or, if no interest has been paid, from September 27, 2024. Interest on this Note will be paid to but excluding the relevant
Interest Payment Date. The Issuer will pay interest semi-annually in arrears on each Interest Payment Date, commencing March 27, 2025. Interest will be computed on the basis of a 360-day year consisting
of twelve 30-day months in a manner consistent with Rule 11620(b) of the FINRA Uniform Practice Code.
The Issuer shall pay interest on overdue principal from time to time on demand at the rate borne by the Notes and on overdue
installments of interest (without regard to any applicable grace periods) to the extent lawful.
Initially, The Bank of New York Mellon Trust Company, N.A. (the Trustee) will act as paying agent. The Issuer may
change any paying agent without notice to the Holders.
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3. |
Indenture; Defined Terms. |
This Note is one of the 5.375% Notes due 2054 (the Notes) issued under an indenture dated as of January 13,
2006 (the Base Indenture) by and among the Issuer (formerly known as Ozark Holding Inc.), Oracle Systems Corporation (formerly known as Oracle Corporation) and Citibank, N.A., as amended by a supplemental indenture dated as of
May 9, 2007 (the Supplemental Indenture) and as supplemented by the Officers Certificate dated as of September 27, 2024 (the Officers Certificate and, together with the Base Indenture and
Supplemental Indenture, the Indenture) by and among the Issuer, Citibank, N.A. and the Trustee, and established pursuant to the Officers Certificate, issued pursuant to Section 2.01 and Section 2.03 of the Base
Indenture. This Note is a Security and the Notes are Securities under the Indenture.
For purposes of this
Note, unless otherwise defined herein, capitalized terms herein are used as defined in the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939
(15 U.S.C. Sections 77aaa-77bbbb) (the TIA) as in effect on the date on which the Indenture was qualified under the TIA. Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and holders of
Notes are referred to the Indenture and the TIA for a statement of them. To the extent the terms of the Indenture and this Note are inconsistent, the terms of the Indenture shall govern.
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4. |
Denominations; Transfer; Exchange. |
The Notes are in registered form, without coupons, in denominations of $2,000 and multiples of $1,000 thereafter. A Holder shall
register the transfer or exchange of Notes in accordance with the Indenture. The Issuer may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay certain transfer taxes or similar governmental
charges payable in connection therewith as permitted by the Indenture. The Issuer need not issue, authenticate, register the transfer of or exchange any Notes or portions thereof for a period of fifteen (15) days before the sending of a notice
of redemption, nor need the Issuer register the transfer or exchange of any Note selected for redemption in whole or in part.
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Amendment; Supplement; Waiver. |
Subject to certain exceptions, the Notes and the provisions of the Indenture relating to the Notes may be amended or supplemented and
any existing default or Event of Default or compliance with certain provisions may be waived with the written consent of the Holders of at least a majority in aggregate principal amount of all series of Outstanding Securities (including the Notes)
under the Indenture that are affected by such amendment, supplement or waiver (voting as a single class). Without notice to or consent of any Holder, the parties thereto may amend or supplement the Indenture and the Notes to, among other things,
cure any ambiguity, defect or inconsistency or comply with any requirements of the Commission in connection with the qualification of the Indenture under the TIA, or make any other change that does not adversely affect the rights of any Holder of a
Note.
The Issuer may at its option redeem any of the Notes in whole or in part at any time prior to March 27, 2054 (six months prior to
the maturity date (the 2054 Par Call Date)), each at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) calculated by the Issuer equal to the greater of:
(i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the
redemption date (assuming the Notes matured on the 2054 Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate plus 20 basis points less (b) interest accrued to the date of redemption, and
(ii) 100% of the principal
amount of the Notes to be redeemed,
plus, in either case, accrued and unpaid interest thereon to the redemption date.
At any time on or after the 2054 Par Call Date, the Notes will be redeemable, in whole or in part, at the Issuers option, at a
redemption price calculated by the Issuer equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to the date of redemption.
Notwithstanding the foregoing, installments of interest on Notes that are due and payable on interest payment dates falling on or
prior to a redemption date will be payable on the interest payment date to the registered Holders as of the close of business on the relevant record date according to the Notes and the Indenture.
Treasury Rate means, with respect to any redemption date, the
yield determined by the Issuer in accordance with the following two paragraphs.
The Treasury Rate shall be determined by the
Issuer after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the
yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as Selected Interest Rates (Daily) - H.15
(or any successor designation or publication) (H.15) under the caption U.S. government securitiesTreasury constant maturitiesNominal (or any successor caption or heading) (H.15 TCM). In
determining the Treasury Rate, the Issuer shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the 2054 Par Call Date (the Remaining
Life); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield
corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life and shall interpolate to the 2054 Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the
result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For
purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the
redemption date.
If on the third business day preceding the redemption date H.15 TCM is no longer published, the Issuer shall
calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury security
maturing on, or with a maturity that is closest to, the 2054 Par Call Date, as applicable. If there is no United States Treasury security maturing on the 2054 Par Call Date but there are two or more United States Treasury securities with a maturity
date equally distant from the 2054 Par Call Date, one with a maturity date preceding the 2054 Par Call Date and one with a maturity date following the 2054 Par Call Date, the Issuer shall select the United States Treasury security with a maturity
date preceding the 2054 Par Call Date. If there are two or more United States Treasury securities maturing on the 2054 Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Issuer shall
select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at
11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and
asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.
The Issuers actions and determinations in determining the redemption price
shall be conclusive and binding for all purposes, absent manifest error.
Notice of any redemption will be mailed or
electronically delivered (or otherwise transmitted in accordance with the depositarys procedures) at least 10 days but not more than 60 days before the redemption date to each Holder of Notes to be redeemed.
The Trustee shall not be responsible for calculating the redemption price. In the case of a partial redemption, selection of the Notes
for redemption will be made pro rata, by lot or by such other method as is consistent with the applicable procedures of the Trustee and the depository. No Notes of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be
redeemed in part only, the notice of redemption that relates to the Note will state the portion of the principal amount of the Note to be redeemed. A new note in a principal amount equal to the unredeemed portion of the Note will be issued in the
name of the holder of the Note upon surrender for cancellation of the original note. For so long as the notes are held by DTC (or another depositary), the redemption of the Notes shall be done in accordance with the policies and procedures of the
depositary.
Unless the Issuer defaults in payment of the redemption price, on and after the redemption date, interest will cease
to accrue on the Notes or portions thereof called for redemption.
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7. |
Defaults and Remedies. |
If an Event of Default (other than certain bankruptcy Events of Default with respect to the Issuer) under the Indenture occurs with
respect to the Notes and is continuing, then the Trustee may and, at the direction of the Holders of at least 25% in principal amount of the outstanding Notes, shall by written notice, require the Issuer to repay immediately the entire principal
amount of the Outstanding Notes, together with all accrued and unpaid interest and premium, if any. If a bankruptcy Event of Default with respect to the Issuer occurs and is continuing, then the entire principal amount of the Outstanding Notes will
automatically become due immediately and payable without any declaration or other act on the part of the Trustee or any Holder. Holders of Notes may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee is not
obligated to enforce the Indenture or the Notes unless it has received indemnity as it reasonably requires. The Indenture permits, subject to certain limitations therein provided, Holders of a majority in aggregate principal amount of the Notes then
outstanding to direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of Notes notice of certain continuing defaults or Events of Default if it determines that withholding notice is in their interest.
This Note shall not be valid until the Trustee manually or electronically signs the certificate of authentication on this Note.
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9. |
Abbreviations and Defined Terms. |
Customary abbreviations may be used in the name of a Holder of a Note or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to
Minors Act).
10. CUSIP Numbers.
Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP
numbers to be printed on the Notes as a convenience to the Holders of the Notes. No representation is made as to the accuracy of such numbers as printed on the Notes and reliance may be placed only on the other identification numbers printed hereon.
11. Governing Law.
The laws of the State of New York shall govern the Indenture and this Note thereof.
ASSIGNMENT FORM
To assign this Note, fill in the form below:
I or we assign and transfer this
Note to
(Print or type assignees name, address and zip code)
(Insert assignees soc. sec. or tax I.D. No.)
and irrevocably appoint agent to transfer this Note on the books of the Issuer. The agent may substitute
another to act for him.
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Date:
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Your
Signature: |
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Sign exactly as your name appears on the other side of this Note. |
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Signature
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Signature Guarantee: |
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Signature must be guaranteed |
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Signature |
Signatures must be guaranteed by an eligible guarantor institution meeting the
requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (STAMP) or such other signature guarantee program as may be determined by the
Registrar in addition to, or in substitution for, STAMP, all in accordance with the United States Securities Exchange Act of 1934, as amended.
SCHEDULE OF EXCHANGES OF NOTES
The following exchanges of a part of this Global Note for Physical Notes or a part of another Global Note have been made:
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Date of Exchange |
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Amount of decrease in principal amount of this Global
Note |
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Amount of increase in principal amount of this
Global Note |
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Principal amount of this Global Note following such decrease
(or increase) |
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Signature of authorized officer of Trustee |
EXHIBIT D
FORM OF 5.500% NOTES DUE 2064
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(DTC), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS A BENEFICIAL INTEREST HEREIN.
TRANSFERS OF THIS NOTE ARE LIMITED TO TRANSFERS
IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSORS NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE INDENTURE.
IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION
AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.
ORACLE CORPORATION
5.500% Notes due 2064
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No. |
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CUSIP No.: 68389X CV5 ISIN No.: US68389XCV55 $ |
ORACLE CORPORATION, a Delaware corporation (the Issuer), for value received
promises to pay to CEDE & CO. or registered assigns the principal sum of DOLLARS on September 27, 2064.
Interest Payment Dates: March 27 and September 27 (each, an Interest Payment Date), commencing on
March 27, 2025.
Interest Record Dates: March 12 and September 12 (each, an Interest Record
Date).
Reference is made to the further provisions of this Note contained herein, which will for all purposes have the same effect as
if set forth at this place.
IN WITNESS WHEREOF, the Issuer has caused this Note to be signed manually,
electronically or by facsimile by its duly authorized officers.
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ORACLE CORPORATION |
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By: |
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Name: Greg Hilbrich |
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Title: Executive Vice President and Treasurer |
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By: |
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Name: Brian S. Higgins |
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Title: Senior Vice President and Secretary |
This is one of the Notes of the series designated herein and referred to in the
within-mentioned Indenture.
Dated: September 27, 2024
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The Bank of New York Mellon Trust Company, N.A., as Trustee |
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By: |
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Authorized Signatory |
(REVERSE OF NOTE)
ORACLE CORPORATION
5.500% Notes due 2064
Oracle Corporation (the Issuer) promises to pay interest on the principal amount of this Note at the rate per annum
described above. Cash interest on the Notes will accrue from the most recent date to which interest has been paid; or, if no interest has been paid, from September 27, 2024. Interest on this Note will be paid to but excluding the relevant
Interest Payment Date. The Issuer will pay interest semi-annually in arrears on each Interest Payment Date, commencing March 27, 2025. Interest will be computed on the basis of a 360-day year consisting
of twelve 30-day months in a manner consistent with Rule 11620(b) of the FINRA Uniform Practice Code.
The Issuer shall pay interest on overdue principal from time to time on demand at the rate borne by the Notes and on overdue
installments of interest (without regard to any applicable grace periods) to the extent lawful.
Initially, The Bank of New York Mellon Trust Company, N.A. (the Trustee) will act as paying agent. The Issuer may
change any paying agent without notice to the Holders.
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3. |
Indenture; Defined Terms. |
This Note is one of the 5.500% Notes due 2064 (the Notes) issued under an indenture dated as of January 13,
2006 (the Base Indenture) by and among the Issuer (formerly known as Ozark Holding Inc.), Oracle Systems Corporation (formerly known as Oracle Corporation) and Citibank, N.A., as amended by a supplemental indenture dated as of
May 9, 2007 (the Supplemental Indenture) and as supplemented by the Officers Certificate dated as of September 27, 2024 (the Officers Certificate and, together with the Base Indenture and
Supplemental Indenture, the Indenture) by and among the Issuer, Citibank, N.A. and the Trustee, and established pursuant to the Officers Certificate, issued pursuant to Section 2.01 and Section 2.03 of the Base
Indenture. This Note is a Security and the Notes are Securities under the Indenture.
For purposes of this
Note, unless otherwise defined herein, capitalized terms herein are used as defined in the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939
(15 U.S.C. Sections 77aaa-77bbbb) (the TIA) as in effect on the date on which the Indenture was qualified under the TIA. Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and holders of
Notes are referred to the Indenture and the TIA for a statement of them. To the extent the terms of the Indenture and this Note are inconsistent, the terms of the Indenture shall govern.
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4. |
Denominations; Transfer; Exchange. |
The Notes are in registered form, without coupons, in denominations of $2,000 and multiples of $1,000 thereafter. A Holder shall
register the transfer or exchange of Notes in accordance with the Indenture. The Issuer may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay certain transfer taxes or similar governmental
charges payable in connection therewith as permitted by the Indenture. The Issuer need not issue, authenticate, register the transfer of or exchange any Notes or portions thereof for a period of fifteen (15) days before the sending of a notice
of redemption, nor need the Issuer register the transfer or exchange of any Note selected for redemption in whole or in part.
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5. |
Amendment; Supplement; Waiver. |
Subject to certain exceptions, the Notes and the provisions of the Indenture relating to the Notes may be amended or supplemented and
any existing default or Event of Default or compliance with certain provisions may be waived with the written consent of the Holders of at least a majority in aggregate principal amount of all series of Outstanding Securities (including the Notes)
under the Indenture that are affected by such amendment, supplement or waiver (voting as a single class). Without notice to or consent of any Holder, the parties thereto may amend or supplement the Indenture and the Notes to, among other things,
cure any ambiguity, defect or inconsistency or comply with any requirements of the Commission in connection with the qualification of the Indenture under the TIA, or make any other change that does not adversely affect the rights of any Holder of a
Note.
The Issuer may at its option redeem any of the Notes in whole or in part at any time prior to March 27, 2064 (six months prior to
the maturity date (the 2064 Par Call Date)), each at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) calculated by the Issuer equal to the greater of:
(i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the
redemption date (assuming the Notes matured on the 2064 Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate plus 25 basis points less (b) interest accrued to the date of redemption, and
(ii) 100% of the principal
amount of the Notes to be redeemed,
plus, in either case, accrued and unpaid interest thereon to the redemption date.
At any time on or after the 2064 Par Call Date, the Notes will be redeemable, in whole or in part, at the Issuers option, at a
redemption price calculated by the Issuer equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to the date of redemption.
Notwithstanding the foregoing, installments of interest on Notes that are due and payable on interest payment dates falling on or
prior to a redemption date will be payable on the interest payment date to the registered Holders as of the close of business on the relevant record date according to the Notes and the Indenture.
Treasury Rate means, with respect to any redemption date, the
yield determined by the Issuer in accordance with the following two paragraphs.
The Treasury Rate shall be determined by the
Issuer after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the
yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as Selected Interest Rates (Daily) - H.15
(or any successor designation or publication) (H.15) under the caption U.S. government securitiesTreasury constant maturitiesNominal (or any successor caption or heading) (H.15 TCM). In
determining the Treasury Rate, the Issuer shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the 2064 Par Call Date (the Remaining
Life); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield
corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life and shall interpolate to the 2064 Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the
result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For
purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the
redemption date.
If on the third business day preceding the redemption date H.15 TCM is no longer published, the Issuer shall
calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury security
maturing on, or with a maturity that is closest to, the 2064 Par Call Date, as applicable. If there is no United States Treasury security maturing on the 2064 Par Call Date but there are two or more United States Treasury securities with a maturity
date equally distant from the 2064 Par Call Date, one with a maturity date preceding the 2064 Par Call Date and one with a maturity date following the 2064 Par Call Date, the Issuer shall select the United States Treasury security with a maturity
date preceding the 2064 Par Call Date. If there are two or more United States Treasury securities maturing on the 2064 Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Issuer shall
select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New
York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices
(expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.
The Issuers actions and determinations in determining the redemption price
shall be conclusive and binding for all purposes, absent manifest error.
Notice of any redemption will be mailed or
electronically delivered (or otherwise transmitted in accordance with the depositarys procedures) at least 10 days but not more than 60 days before the redemption date to each Holder of Notes to be redeemed.
The Trustee shall not be responsible for calculating the redemption price. In the case of a partial redemption, selection of the Notes
for redemption will be made pro rata, by lot or by such other method as is consistent with the applicable procedures of the Trustee and the depository. No Notes of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be
redeemed in part only, the notice of redemption that relates to the Note will state the portion of the principal amount of the Note to be redeemed. A new note in a principal amount equal to the unredeemed portion of the Note will be issued in the
name of the holder of the Note upon surrender for cancellation of the original note. For so long as the notes are held by DTC (or another depositary), the redemption of the Notes shall be done in accordance with the policies and procedures of the
depositary.
Unless the Issuer defaults in payment of the redemption price, on and after the redemption date, interest will cease
to accrue on the Notes or portions thereof called for redemption.
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7. |
Defaults and Remedies. |
If an Event of Default (other than certain bankruptcy Events of Default with respect to the Issuer) under the Indenture occurs with
respect to the Notes and is continuing, then the Trustee may and, at the direction of the Holders of at least 25% in principal amount of the outstanding Notes, shall by written notice, require the Issuer to repay immediately the entire principal
amount of the Outstanding Notes, together with all accrued and unpaid interest and premium, if any. If a bankruptcy Event of Default with respect to the Issuer occurs and is continuing, then the entire principal amount of the Outstanding Notes will
automatically become due immediately and payable without any declaration or other act on the part of the Trustee or any Holder. Holders of Notes may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee is not
obligated to enforce the Indenture or the Notes unless it has received indemnity as it reasonably requires. The Indenture permits, subject to certain limitations therein provided, Holders of a majority in aggregate principal amount of the Notes then
outstanding to direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of Notes notice of certain continuing defaults or Events of Default if it determines that withholding notice is in their interest.
This Note shall not be valid until the Trustee manually or electronically signs the certificate of authentication on this Note.
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9. |
Abbreviations and Defined Terms. |
Customary abbreviations may be used in the name of a Holder of a Note or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors
Act).
Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP
numbers to be printed on the Notes as a convenience to the Holders of the Notes. No representation is made as to the accuracy of such numbers as printed on the Notes and reliance may be placed only on the other identification numbers printed hereon.
The laws of the State of New York shall govern the Indenture and this Note thereof.
ASSIGNMENT FORM
To assign this Note, fill in the form below:
I
or we assign and transfer this Note to
(Print or type assignees name, address and zip code)
(Insert assignees soc. sec. or tax I.D. No.)
and irrevocably appoint agent to transfer this Note on the books of the Issuer. The agent may substitute
another to act for him.
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Date:
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Your
Signature: |
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Sign exactly as your name appears on the other side of this Note. |
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Signature
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Signature Guarantee: |
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Signature must be guaranteed |
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Signature |
Signatures must be guaranteed by an eligible guarantor institution meeting the
requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (STAMP) or such other signature guarantee program as may be determined by the
Registrar in addition to, or in substitution for, STAMP, all in accordance with the United States Securities Exchange Act of 1934, as amended.
SCHEDULE OF EXCHANGES OF NOTES
The following exchanges of a part of this Global Note for Physical Notes or a part of another Global Note have been made:
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Date of Exchange |
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Amount of decrease in
principal amount of this Global
Note |
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Amount of increase in
principal amount of this Global
Note |
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Principal amount of this
Global Note following such decrease
(or increase) |
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Signature of authorized
officer of Trustee |
Exhibit 5.1
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Oracle Corporation
2300 Oracle Way
Austin, Texas 78741 |
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Silicon Valley
855 Main Street Redwood City, CA 94063
T +1 (650) 618-9250 |
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freshfields.us |
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Doc ID - US-LEGAL-12999149/7 Our Ref - 175033-0015
SKS/JAM |
September 27, 2024
Ladies and Gentlemen:
We have acted as counsel
to Oracle Corporation, a Delaware corporation (the Company), in connection with the Companys offering of $1,500,000,000 aggregate principal amount of its 4.200% Notes due 2029, $1,750,000,000 aggregate principal
amount of its 4.700% Notes due 2034, $1,750,000,000 aggregate principal amount of its 5.375% Notes due 2054, and $1,250,000,000 aggregate principal amount of its 5.500% Notes due 2064 (collectively, the Notes) in an
underwritten public offering pursuant to an underwriting agreement dated September 25, 2024 (the Underwriting Agreement) between the Company 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 listed in Schedule 1 thereto (the Underwriters). The Notes are to be issued pursuant to an
Indenture dated as of January 13, 2006 (the Base Indenture) by and among the Company (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 (together with the Base Indenture, the Indenture) by and among the Company, Citibank, N.A. and The Bank of New York Trust Company, N.A., and an
Officers Certificate to be issued pursuant thereto on or about September 27, 2024. On June 29, 2007, Citibank, N.A. resigned as the original trustee under the Indenture and the Company appointed The Bank of New York Trust Company,
N.A. as successor trustee (the Trustee). We have been informed that The Bank of New York Trust Company, N.A., has become The Bank of New York Mellon Trust Company, N.A. The Company has filed with the Securities and Exchange
Commission a Registration Statement on Form S-3 (File No. 333-277990) (the Registration Statement) pursuant to the provisions of the
Securities Act of 1933, as amended (the Securities Act).
We, as your counsel, have examined originals or copies of such
documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.
Freshfields Bruckhaus Deringer is an international legal practice operating through Freshfields Bruckhaus Deringer US
LLP, Freshfields Bruckhaus Deringer LLP, Freshfields Bruckhaus Deringer (a partnership registered in Hong Kong), Freshfields Bruckhaus Deringer Law office, Freshfields Bruckhaus Deringer Foreign Law Office, Studio Legale associato a Freshfields
Bruckhaus Deringer, Freshfields Bruckhaus Deringer Rechtsanwälte Steuerberater PartG mbB, Freshfields Bruckhaus Deringer Rechtsanwälte PartG mbB and other associated entities and undertakings. For further regulatory information please
refer to www.freshfields.com/support/legal-notice.
Oracle Corporation
September 27, 2024
In rendering the opinion expressed herein, we have, without independent inquiry or investigation, assumed that
(i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all documents filed as exhibits to the Registration Statement that
have not been executed will conform to the forms thereof, (iv) all signatures on all documents that we reviewed are genuine, (v) all natural persons executing documents had and have the legal capacity to do so, (vi) all statements in
certificates of public officials and officers of the Company that we reviewed were and are accurate and (vii) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.
Based upon the foregoing, and subject to the additional assumptions and qualifications set forth below, we advise you that, in our opinion, the Notes
have been duly authorized by the Company in accordance with the Indenture, and, when executed and authenticated by the Company in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters in accordance with
the terms of the Underwriting Agreement, will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors rights
generally, concepts of reasonableness and equitable principles of general applicability, provided that we express no opinion as to (y) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the
conclusions expressed above or (z) the validity, legally binding effect or enforceability of any provision that permits holders to collect any portion of stated principal amount upon acceleration of the Notes to the extent determined to
constitute unearned interest.
In connection with the opinion expressed above, we have assumed that the Company is validly existing as a
corporation in good standing under the laws of the State of Delaware. In addition, we have assumed that the Indenture and the Notes (collectively, the Documents) are each valid, binding and enforceable agreements of each
party thereto (other than as expressly covered above in respect of the Company). We have also assumed that the execution, delivery and performance by each party to each Document to which it is a party (a) are within its corporate powers,
(b) do not contravene, or constitute a default under, the certificate of incorporation or bylaws or other constitutive documents of such party, (c) require no action by or in respect of, or filing with, any governmental body, agency or
official and (d) do not contravene, or constitute a default under, any provision of applicable law or regulation or any judgment, injunction, order or decree or any agreement or other instrument binding upon such party, provided that we make no
such assumption to the extent that we have specifically opined as to such matters with respect to the Company.
We are members of the Bars of the
States of New York and California and the foregoing opinion is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware, except that we express no opinion as to any law, rule or regulation that is
applicable to the Company, the Documents or such transactions solely because such law, rule or regulation is part of a regulatory regime applicable to any party to any of the Documents or any of its affiliates due to the specific assets or business
of such party or such affiliate.
We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K to be filed by the Company on the date hereof and further consent to the reference to our name under the caption Validity of Securities in the base prospectus and supplement thereto, which are part
of the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ Freshfields Bruckhaus
Deringer US LLP
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