QUANTUMONLINE.COM SECURITY DESCRIPTION: Oracle Corp Depositary Shares each representing a 1/2000 interest in a share of the 6.50% Series D Mandatory Convertible Preferred Stock, liquidation preference $50 per Depositary share, Not redeemable at the issuer's and matures 01/15/2029 The preferred shares are mandatorily convertible on 01/15/2029 into a variable number of Oracle Corp (NYSE: ORCL) common shares based on the then current price of the common shares for 20 consecutive trading days immediately prior to the conversion date. The conversion settlement rate will be 0.2499 shares per Depositary Share if the then current market price is equal to or greater than $200.07 and 0.3124 shares per Depositary Share if the market price is equal to or less than $160.06. For market prices between those values the settlement rate will be $50 divided by the market value. The preferred shares in lots of 2000 are convertible any time at the holder’s option into 0.2499 shares of common stock per depositary share. If the price of the common stock exceeds $(__) for at least 20 of 30 trading days, the company may cause the conversion of the preferred stock into (__) shares of common stock
Cumulative distributions of 6.50% per annum ($3.25 per annum or $0.8125 per quarter) will be paid quarterly on 1/15, 4/15, 7/15 & 11/15 to holders of record on 1/1, 4/1, 7/1 & 11/1 prior to the payment date (NOTE: the ex-dividend date is the record date).
Dividends paid by this preferred security are eligible for the preferential income tax rate of 15% to a maximum of 20% depending on the holder's tax bracket (and under IRS specified holding restrictions) and are also eligible for the dividends received deduction for corporate holders (see page S-58 of the prospectus for further information).
If a Fundamental Change occurs on or prior to 01/15/2029 holders of shares will have the right to convert into common stock at the fundamental change conversion rate plus a fundamental change dividend make-whole amount (see prospectus for further information).
This security was not rated by Moody’s or S&P at the time of its IPO In regard to the payment of distributions and upon liquidation, the preferred shares rank junior to the company's senior debt, equally with other preferreds of the company, and senior to the common shares of the company. See the IPO prospectus for further information on the preferred stock by clicking on the ‘Link to IPO Prospectus’ provided below.
