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ORCL > SEC Filings for ORCL > Form 8-K on 25-Oct-2012All Recent SEC Filings

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Form 8-K for ORACLE CORP


25-Oct-2012

Other Events, Financial Statements and Exhibits


Item 8.01 Other Events

Issuance of $5.00 Billion of Notes

On October 25, 2012, Oracle Corporation ("Oracle") consummated the issuance and sale of $2,500,000,000 principal amount of its 1.200% Notes due 2017 and $2,500,000,000 principal amount of its 2.500% Notes due 2022 (collectively, the "Notes"), pursuant to an underwriting agreement dated October 18, 2012 among Oracle and Citigroup Global Markets Inc., J.P. Morgan Securities LLC, RBS Securities Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein. The Notes will be issued pursuant to an Indenture dated as of January 13, 2006 (the "Indenture") among Oracle (formerly known as Ozark Holding Inc.), Oracle Systems Corporation (formerly known as Oracle Corporation) and Citibank, N.A., as amended by the First Supplemental Indenture dated as of May 9, 2007 (the "First Supplemental Indenture") among Oracle, Citibank, N.A. and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as trustee, and an officers' certificate issued pursuant thereto.

The Notes are being offered pursuant to Oracle's Registration Statement on Form S-3 filed on May 7, 2010 (Reg. No. 333-166643), including the prospectus contained therein (the "Registration Statement"), and a related preliminary prospectus supplement dated October 18, 2012 and a prospectus supplement dated October 18, 2012.

The material terms and conditions of the Notes are set forth in the Form of Officers' Certificate filed herewith as Exhibit 4.10 and incorporated by reference herein and 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 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

 Exhibit No.   Description

  4.10         Form of Officers' Certificate setting forth the terms of the Notes

  5.01         Opinion of Davis Polk & Wardwell LLP

 23.02         Consent of Davis Polk & Wardwell LLP (contained in Exhibit 5.01)


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