Filed Pursuant to Rule 433
Registration No. 333-277990
Issuer Free Writing Prospectus dated September 25, 2024
Relating to Preliminary Prospectus Supplement dated September 25, 2024 (the “Preliminary Prospectus Supplement”)
to Prospectus dated March 15, 2024
ORACLE CORPORATION
FINAL PRICING TERM SHEET
| 4.200% Notes due 2029 (“2029 Notes”) | ||
| Issuer: | Oracle Corporation | |
| Principal Amount: | $1,500,000,000 | |
| Maturity: | September 27, 2029 | |
| Coupon: | 4.200% | |
| Price to Public: | 99.902% of the principal amount | |
| Interest Payment Dates: | March 27 and September 27, commencing March 27, 2025 | |
| Day Count Convention: | 30/360 | |
| Benchmark Treasury: | 3.625% due August 31, 2029 | |
| Benchmark Treasury Yield: | 3.522% | |
| Spread to Benchmark Treasury: | +70 basis points | |
| Yield to Maturity: | 4.222% | |
| Optional Redemption: | Prior to August 27, 2029 (one month prior to the maturity date (the “2029 Par Call Date”)), Oracle Corporation 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, Oracle Corporation 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. | |
| Trade Date: | September 25, 2024 | |
| Settlement Date: | September 27, 2024 (T+2) | |
| CUSIP / ISIN Numbers: | 68389X CS2 / US68389XCS27 | |
| Denominations: | $2,000 and multiples of $1,000 thereafter | |
| Expected Ratings (Moody’s / S&P / Fitch):*
Joint Book-Running Managers: |
Baa2 (stable) / BBB (stable) / BBB (stable)
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 | |
| 4.700% Notes due 2034 (“2034 Notes”) | ||
| Issuer: | Oracle Corporation | |
| Principal Amount: | $1,750,000,000 | |
| Maturity: | September 27, 2034 | |
| Coupon: | 4.700% | |
| Price to Public: | 99.708% of the principal amount | |
| Interest Payment Dates: | March 27 and September 27, commencing March 27, 2025 | |
| Day Count Convention: | 30/360 | |
| Benchmark Treasury: | 3.875% due August 15, 2034 | |
| Benchmark Treasury Yield: | 3.787% | |
| Spread to Benchmark Treasury: | +95 basis points | |
| Yield to Maturity: | 4.737% | |
| Optional Redemption: | Prior to June 27, 2034 (three months prior to the maturity date (the “2034 Par Call Date”)), Oracle Corporation 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.
On or after the 2034 Par Call Date, Oracle Corporation 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. | |
| Trade Date: | September 25, 2024 | |
| Settlement Date: | September 27, 2024 (T+2) | |
| CUSIP / ISIN Numbers: | 68389X CT0 / US68389XCT00 | |
| Denominations: | $2,000 and multiples of $1,000 thereafter | |
| Expected Ratings (Moody’s / S&P / Fitch):*
Joint Book-Running Managers: |
Baa2 (stable) / BBB (stable) / BBB (stable)
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 | ||
| 5.375% Notes due 2054 (“2054 Notes”) | ||
| Issuer: | Oracle Corporation | |
| Principal Amount: | $1,750,000,000 | |
| Maturity: | September 27, 2054 | |
| Coupon: | 5.375% | |
| Price to Public: | 99.719% of the principal amount | |
| Interest Payment Dates: | March 27 and September 27, commencing March 27, 2025 | |
| Day Count Convention: | 30/360 | |
| Benchmark Treasury: | 4.625% due May 15, 2054 | |
| Benchmark Treasury Yield: | 4.144% | |
| Spread to Benchmark Treasury: | +125 basis points | |
| Yield to Maturity: | 5.394% | |
| Optional Redemption: | Prior to March 27, 2054 (six months prior to the maturity date (the “2054 Par Call Date”)), Oracle Corporation 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:
(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, Oracle Corporation 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. | |
| Trade Date: | September 25, 2024 | |
| Settlement Date: | September 27, 2024 (T+2) | |
| CUSIP / ISIN Numbers: | 68389X CU7 / US68389XCU72 | |
| Denominations: | $2,000 and multiples of $1,000 thereafter | |
| Expected Ratings (Moody’s / S&P / Fitch):* | Baa2 (stable) / BBB (stable) / BBB (stable) | |
| 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 | ||
| 5.500% Notes due 2064 (“2064 Notes”) | ||
| Issuer: | Oracle Corporation | |
| Principal Amount: | $1,250,000,000 | |
| Maturity: | September 27, 2064 | |
| Coupon: | 5.500% | |
| Price to Public: | 99.615% of the principal amount | |
| Interest Payment Dates: | March 27 and September 27, commencing March 27, 2025 | |
| Day Count Convention: | 30/360 | |
| Benchmark Treasury: | 4.625% due May 15, 2054 | |
| Benchmark Treasury Yield: | 4.144% | |
| Spread to Benchmark Treasury: | +138 basis points | |
| Yield to Maturity: | 5.524% | |
| Optional Redemption: | Prior to March 27, 2064 (six months prior to the maturity date (the “2064 Par Call Date”)), Oracle Corporation 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, Oracle Corporation 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. | |
| Trade Date: | September 25, 2024 | |
| Settlement Date: | September 27, 2024 (T+2) | |
| CUSIP / ISIN Numbers: | 68389X CV5 / US68389XCV55 | |
| Denominations: | $2,000 and multiples of $1,000 thereafter | |
| Expected Ratings (Moody’s / S&P / Fitch):* | Baa2 (stable) / BBB (stable) / BBB (stable) | |
| 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 [email protected].
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