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Oracle $20 billion raise: the numbers behind its stock and debt sale

Oracle filed to sell $10 billion in stock and $10 billion in senior notes to fund its AI buildout. Here is what the SEC filing reveals about dilution, debt and the banks involved.

USA Publishing Group4 min read
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Red 3D cube with white lettering, representing Oracle as it files a $20 billion stock and senior notes sale
Photo: BoliviaInteligente / Unsplash

Key takeaways

  • Oracle plans to sell $10 billion in underwritten common stock and a separate $10 billion in senior notes, and neither deal depends on the other closing.
  • At the October 30 reference price of $130.67, the stock sale would add about 76.5 million shares, roughly 2.5% dilution on 3.02 billion shares outstanding.
  • Oracle already carried $236.1 billion in consolidated debt as of August 31, with up to $19.7 billion more available under its credit line and commercial paper program.
In this story 5 sections
  1. Oracle's $20 billion raise in nine numbers
  2. Why a 2.5% dilution still stings
  3. $236.1 billion in debt, and $10 billion more on the way
  4. 12 banks and a broad "general corporate purposes" label
  5. What the filing does not say yet

Oracle wants $20 billion, and it wants it now. On Monday the company filed to sell $10 billion in common stock and another $10 billion in senior notes, the latest and largest sign of how much cash the AI data center race is eating. The Oracle $20 billion raise was previewed at the company's investor day last week, according to Dataconomy, but the filing puts hard numbers on it.

Here are the figures that matter, pulled from Oracle's preliminary prospectus supplement filed with the SEC and early market coverage.

Oracle's $20 billion raise in nine numbers

  • $10 billion: the size of the underwritten common stock sale.
  • $10 billion: the principal amount of senior notes Oracle plans to sell in a separate, concurrent deal.
  • $130.67: Oracle's closing price on the NYSE on October 30, the reference price used in the filing.
  • 76,528,659: the number of new shares Oracle would sell at that price to raise $10 billion.
  • 3,023,726,695: shares outstanding as of August 31, before the offering.
  • About 2.5%: the dilution existing shareholders face if the stock sale goes through at the reference price.
  • $236.1 billion: Oracle's consolidated debt, in principal amount, as of August 31.
  • $19.7 billion: extra borrowing room still available under its revolving credit line and commercial paper program.
  • 60 days: the lockup period after the offering during which Oracle agrees not to sell more stock.

Why a 2.5% dilution still stings

On paper, 76.5 million new shares on top of roughly 3.02 billion is a modest increase. The filing estimates about 3.1 billion shares outstanding afterward. But the timing is what investors are reacting to. Oracle shares slipped about 3% in premarket trading after the filing, according to Dataconomy, which also reported the stock was already down 33% this year and roughly 50% over the past 12 months.

Selling stock after a slide like that means issuing more shares for every dollar raised. At a $130.67 reference price, Oracle needs far more shares to hit $10 billion than it would have at last year's highs. For existing holders, that is the real cost.

$236.1 billion in debt, and $10 billion more on the way

The notes offering matters as much as the stock sale. Oracle already carried $236.1 billion in consolidated debt at the end of August, the filing says. If the full $10 billion in notes is sold, that total moves toward $246 billion before any repayment.

The stock and the notes are not tied together. The prospectus says neither offering depends on the other closing, and it warns the notes deal may not be completed on the terms described, or at all. The common stock also ranks below the notes, so bondholders get paid first if things ever go wrong.

Why mix the two? Selling only debt would push leverage higher. Selling only stock would dilute shareholders more. Splitting the raise down the middle spreads the pain across both groups.

12 banks and a broad "general corporate purposes" label

BofA Securities is leading the stock sale as global coordinator and joint book running manager. Eleven other banks join it as joint book runners, including J.P. Morgan, Goldman Sachs, Citigroup, Wells Fargo Securities, Deutsche Bank Securities, HSBC and BNP Paribas. The filing notes that some of these underwriters are also lenders on Oracle's term loans and revolving credit.

As for the money, Oracle lists the use of proceeds as general corporate purposes, which may include capital expenditures, paying down debt, future investments or acquisitions, dividends and share buybacks. That wording is standard, but the context is not. Oracle has framed the raise around its AI infrastructure buildout, and the cost of chips, power and data center space is why big tech balance sheets are under strain. Other companies are feeling the same squeeze, from Apple's warning on memory costs to SpaceX leasing GPUs on a $40 billion scale.

What the filing does not say yet

This is a preliminary document, and several blanks remain. The final share price, the exact number of shares and the settlement date are left open. The notes have their own prospectus supplement, and their maturities and interest rates were not part of the stock filing.

Those blanks will fill in once the deals price. The coupon Oracle pays on the new notes will be the clearest read on how bond buyers view its AI spending, especially as rivals lean on partners for compute, like OpenAI's plan to buy Google TPUs and Microsoft's growing revenue from OpenAI.

For more coverage of the companies behind the AI buildout, see our tech news section.

Oracle $20 Billion Raise: Stock and Notes by the Numbers