Filed Pursuant to Rule 433
Registration No. 333-254166
Issuer Free Writing Prospectus dated February 2, 2023
Relating to Preliminary Prospectus Supplement dated February 2, 2023 (the “Preliminary Prospectus Supplement”) to Prospectus
dated March 11, 2021
ORACLE CORPORATION
FINAL PRICING TERM SHEET
| 4.500% Notes due 2028 (“2028 Notes”) | ||
| Issuer: | Oracle Corporation | |
| Principal Amount: | $750,000,000 | |
| Maturity: | May 6, 2028 | |
| Coupon: | 4.500% | |
| Price to Public: | 99.806% of the principal amount | |
| Interest Payment Dates: | May 6 and November 6, commencing November 6, 2023 | |
| Day Count Convention: | 30/360 | |
| Benchmark Treasury: | 3.500% due January 31, 2028 | |
| Benchmark Treasury Yield: | 3.488% | |
| Spread to Benchmark Treasury: | +105 basis points | |
| Yield to Maturity: | 4.538% | |
| Optional Redemption: | Prior to April 6, 2028 (one month prior to the maturity date (the “2028 Par Call Date”)), Oracle Corporation may redeem the 2028 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 2028 Notes matured on the 2028 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 2028 Notes to be redeemed,
plus, in either case, accrued and unpaid interest thereon to the redemption date.
On or after the 2028 Par Call Date, Oracle Corporation may redeem the 2028 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 2028 Notes being redeemed, plus accrued and unpaid interest thereon to the date of redemption. | |
| Trade Date: | February 2, 2023 | |
| Settlement Date: | February 6, 2023 (T+2) | |
| CUSIP / ISIN Numbers: | 68389X CM5 / US68389XCM56 | |
| Denominations: | $2,000 and multiples of $1,000 thereafter | |
| Expected Ratings (Moody’s / S&P / Fitch):* | Baa2 (stable) / BBB (stable) / BBB (negative) | |
| Joint Book-Running Managers: | BofA Securities, Inc. Citigroup Global Markets Inc. Goldman Sachs & Co. LLC HSBC Securities (USA) Inc. J.P. Morgan Securities LLC BNP Paribas Securities Corp. Deutsche Bank Securities Inc. PNC Capital Markets LLC SMBC Nikko Securities America, Inc. | |
| Co-Managers: | NatWest Markets Securities Inc. Santander Investment Securities Inc. TD Securities (USA) LLC BNY Mellon Capital Markets, LLC Credit Agricole Securities (USA) Inc. ING Financial Markets LLC Standard Chartered Bank | |
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| 4.650% Notes due 2030 (“2030 Notes”) | ||
| Issuer: | Oracle Corporation | |
| Principal Amount: | $750,000,000 | |
| Maturity: | May 6, 2030 | |
| Coupon: | 4.650% | |
| Price to Public: | 99.682% of the principal amount | |
| Interest Payment Dates: | May 6 and November 6, commencing November 6, 2023 | |
| Day Count Convention: | 30/360 | |
| Benchmark Treasury: | 3.500% due January 31, 2030 | |
| Benchmark Treasury Yield: | 3.449% | |
| Spread to Benchmark Treasury: | +125 basis points | |
| Yield to Maturity: | 4.699% | |
| Optional Redemption: | Prior to March 6, 2030 (two months prior to the maturity date (the “2030 Par Call Date”)), Oracle Corporation may redeem the 2030 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 2030 Notes matured on the 2030 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 2030 Notes to be redeemed,
plus, in either case, accrued and unpaid interest thereon to the redemption date.
On or after the 2030 Par Call Date, Oracle Corporation may redeem the 2030 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 2030 Notes being redeemed, plus accrued and unpaid interest thereon to the date of redemption. | |
| Trade Date: | February 2, 2023 | |
| Settlement Date: | February 6, 2023 (T+2) | |
| CUSIP / ISIN Numbers: | 68389X CN3 / US68389XCN30 | |
| Denominations: | $2,000 and multiples of $1,000 thereafter | |
| Expected Ratings (Moody’s / S&P / Fitch):* | Baa2 (stable) / BBB (stable) / BBB (negative) | |
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| Joint Book-Running Managers: | BofA Securities, Inc. Citigroup Global Markets Inc. Goldman Sachs & Co. LLC HSBC Securities (USA) Inc. J.P. Morgan Securities LLC BNP Paribas Securities Corp. Deutsche Bank Securities Inc. PNC Capital Markets LLC SMBC Nikko Securities America, Inc. | |
| Co-Managers: | NatWest Markets Securities Inc. Santander Investment Securities Inc. TD Securities (USA) LLC BNY Mellon Capital Markets, LLC Credit Agricole Securities (USA) Inc. ING Financial Markets LLC Standard Chartered Bank | |
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| 4.900% Notes due 2033 (“2033 Notes”) | ||
| Issuer: | Oracle Corporation | |
| Principal Amount: | $1,500,000,000 | |
| Maturity: | February 6, 2033 | |
| Coupon: | 4.900% | |
| Price to Public: | 99.930% of the principal amount | |
| Interest Payment Dates: | February 6 and August 6, commencing August 6, 2023 | |
| Day Count Convention: | 30/360 | |
| Benchmark Treasury: | 4.125% due November 15, 2032 | |
| Benchmark Treasury Yield: | 3.409% | |
| Spread to Benchmark Treasury: | +150 basis points | |
| Yield to Maturity: | 4.909% | |
| Optional Redemption: | Prior to November 6, 2032 (three months prior to the maturity date (the “2033 Par Call Date”)), Oracle Corporation may redeem the 2033 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 2033 Notes matured on the 2033 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 2033 Notes to be redeemed,
plus, in either case, accrued and unpaid interest thereon to the redemption date.
On or after the 2033 Par Call Date, Oracle Corporation may redeem the 2033 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 2033 Notes being redeemed, plus accrued and unpaid interest thereon to the date of redemption. | |
| Trade Date: | February 2, 2023 | |
| Settlement Date: | February 6, 2023 (T+2) | |
| CUSIP / ISIN Numbers: | 68389X CP8 / US68389XCP87 | |
| Denominations: | $2,000 and multiples of $1,000 thereafter | |
| Expected Ratings (Moody’s / S&P / Fitch):* | Baa2 (stable) / BBB (stable) / BBB (negative) | |
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| Joint Book-Running Managers: | BofA Securities, Inc. Citigroup Global Markets Inc. Goldman Sachs & Co. LLC HSBC Securities (USA) Inc. J.P. Morgan Securities LLC BNP Paribas Securities Corp. Deutsche Bank Securities Inc. PNC Capital Markets LLC SMBC Nikko Securities America, Inc. | |
| Co-Managers: | NatWest Markets Securities Inc. Santander Investment Securities Inc. TD Securities (USA) LLC BNY Mellon Capital Markets, LLC Credit Agricole Securities (USA) Inc. ING Financial Markets LLC Standard Chartered Bank | |
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| 5.550% Notes due 2053 (“2053 Notes”) | ||
| Issuer: | Oracle Corporation | |
| Principal Amount: | $2,250,000,000 | |
| Maturity: | February 6, 2053 | |
| Coupon: | 5.550% | |
| Price to Public: | 99.493% of the principal amount | |
| Interest Payment Dates: | February 6 and August 6, commencing August 6, 2023 | |
| Day Count Convention: | 30/360 | |
| Benchmark Treasury: | 3.000% due August 15, 2052 | |
| Benchmark Treasury Yield: | 3.585% | |
| Spread to Benchmark Treasury: | +200 basis points | |
| Yield to Maturity: | 5.585% | |
| Optional Redemption: | Prior to August 6, 2052 (six months prior to the maturity date (the “2053 Par Call Date”)), Oracle Corporation may redeem the 2053 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 2053 Notes matured on the 2053 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 30 basis points, less (b) interest accrued to the date of redemption, and
(2) 100% of the principal amount of the 2053 Notes to be redeemed
plus, in either case, accrued and unpaid interest thereon to the redemption date.
On or after the 2053 Par Call Date, Oracle Corporation may redeem the 2053 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 2053 Notes being redeemed, plus accrued and unpaid interest thereon to the date of redemption. | |
| Trade Date: | February 2, 2023 | |
| Settlement Date: | February 6, 2023 (T+2) | |
| CUSIP / ISIN Numbers: | 68389X CQ6 / US68389XCQ60 | |
| Denominations: | $2,000 and multiples of $1,000 thereafter | |
| Expected Ratings (Moody’s / S&P / Fitch):* | Baa2 (stable) / BBB (stable) / BBB (negative) | |
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| Joint Book-Running Managers: | BofA Securities, Inc. Citigroup Global Markets Inc. Goldman Sachs & Co. LLC HSBC Securities (USA) Inc. J.P. Morgan Securities LLC BNP Paribas Securities Corp. Deutsche Bank Securities Inc. PNC Capital Markets LLC SMBC Nikko Securities America, Inc. | |
| Co-Managers: | NatWest Markets Securities Inc. Santander Investment Securities Inc. TD Securities (USA) LLC BNY Mellon Capital Markets, LLC Credit Agricole Securities (USA) Inc. ING Financial Markets LLC Standard Chartered Bank | |
| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
The Issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and prospectus supplement if you request it by contacting BofA Securities, Inc., Telephone: 1-800-294-1322; Citigroup Global Markets Inc., Telephone: 1-800-831-9146; Goldman Sachs & Co. LLC, Telephone: 1-866-471-2526; HSBC Securities (USA) Inc., Telephone: 1-866-811-8049; J.P. Morgan Securities LLC, Telephone: 1-212-834-4533, or by emailing Oracle Corporation’s Investor Relations at investor_us@oracle.com.
Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.
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