HPE Enters Material Definitive Agreement on Jan 9

TL;DR

**HPE just signed a big new deal, watch for details!**

AI Summary

Hewlett Packard Enterprise Co. (HPE) filed an 8-K on January 10, 2024, reporting an "Entry into a Material Definitive Agreement" on January 9, 2024. This filing indicates a significant new contract or partnership has been established, which could impact HPE's future revenue streams or strategic direction. Investors should pay attention as such agreements often signal growth opportunities or shifts in business focus, potentially affecting the stock's valuation.

Why It Matters

This filing signals a new, important business agreement for HPE, which could lead to new revenue or strategic advantages. It's crucial for investors because material agreements can significantly alter a company's financial outlook and market position.

Risk Assessment

Risk Level: low — The filing itself is purely informational about an agreement, not a negative event, but the details of the agreement are not yet public.

Analyst Insight

A smart investor would monitor HPE news closely for the specific details of this 'Material Definitive Agreement' to understand its potential impact on future earnings, market share, and strategic direction, as the filing itself provides no specifics.

Key Players & Entities

• Hewlett Packard Enterprise Company (company) — the registrant filing the 8-K
• HPE (company) — the trading symbol for Hewlett Packard Enterprise Company
• January 9, 2024 (date) — the date of the earliest event reported
• January 10, 2024 (date) — the filing date of the 8-K
• 001-37483 (other) — Commission File Number

FAQ

Key Financial Figures

• $0.01 — ich registered Common stock, par value $0.01 per share HPE NYSE Indicate by ch
• $0.00001 — , each share of common stock, par value $0.00001 per share, of Juniper ("Juniper Common
• $40.00 — be converted into the right to receive $40.00 per share in cash, without interest, su
• $407,500,000 — equired to pay HPE a termination fee of $407,500,000 (the "Juniper Termination Fee"). Junipe
• $815,000,000 — red to pay Juniper a termination fee of $815,000,000 (the "HPE Termination Fee"). HPE is als
• $14 billion — nded based on financing commitments for $14 billion in term loans. In connection with its e
• $11 billion — raw term loan facility, comprised of an $11 billion 364-day tranche and a $3 billion three-
• $3 billion — of an $11 billion 364-day tranche and a $3 billion three-year tranche, subject to customar

Filing Documents

• ny20018436x1_8k.htm (8-K) — 49KB
• ny20018436x1_ex2-1.htm (EX-2.1) — 617KB
• ny20018436x1_ex99-1.htm (EX-99.1) — 34KB
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• ny20018436x1_ex99-2slide19.jpg (GRAPHIC) — 795KB
• 0001140361-24-001613.txt ( ) — 31849KB
• hpe-20240109.xsd (EX-101.SCH) — 4KB
• hpe-20240109_lab.xml (EX-101.LAB) — 22KB
• hpe-20240109_pre.xml (EX-101.PRE) — 16KB
• ny20018436x1_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. On January 9, 2024, Hewlett Packard Enterprise Company ("HPE") entered into a definitive Agreement and Plan of Merger (the "Merger Agreement"), by and among Juniper Networks, Inc., a Delaware corporation ("Juniper"), HPE and Jasmine Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of HPE ("Merger Sub"). The Merger Agreement provides that, subject to the terms and conditions set forth therein, Merger Sub will merge with and into Juniper (the "Merger"), with Juniper surviving the Merger and becoming a wholly owned subsidiary of HPE (the "Surviving Corporation"). Capitalized terms used herein without definition have the meanings specified in the Merger Agreement. Pursuant to and subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.00001 per share, of Juniper ("Juniper Common Stock") issued and outstanding immediately prior to the Effective Time (excluding shares of Juniper Common Stock that are (i) owned by Juniper as treasury stock or by HPE or Merger Sub, which shares will be canceled and will cease to exist, (ii) held by any subsidiary of Juniper or HPE (other than Merger Sub), which shares will be converted into such number of shares of common stock of the Surviving Corporation so as to maintain relative ownership percentages, or (iii) held by any stockholder who did not vote in favor of the adoption of the Merger Agreement and who is entitled to demand and has properly exercised appraisal rights in respect of such shares in accordance with the General Corporate Law of the State of Delaware), will be converted into the right to receive $40.00 per share in cash, without interest, subject to any required withholding taxes (the "Merger Consideration"). Pursuant to and subject to the terms and conditions of the Merger Agreement, at the Effective Time, equity awards granted unde

01

Item 7.01 Regulation FD Disclosure. On January 9, 2024, HPE issued a press release announcing its entry into the Merger Agreement. On January 10, 2024, HPE made available an investor presentation regarding the proposed transaction. Copies of the press release and investor presentation are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and incorporated herein by reference. The information contained in Item 7.01 of this report, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information contained in Item 7.01 of this report, including Exhibit 99.1 and Exhibit 99.2, shall not be incorporated by reference into any filing of the registrant, whether made before, on, or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing.

Forward-looking statements

Forward-looking statements This document contains "forward-looking statements" within the meaning of the federal securities laws, including safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements involve risks, uncertainties and assumptions and are based on HPE's current expectations, estimates, projections, beliefs and assumptions made by HPE, all of which are subject to change. In this context, forward-looking statements often address expected future business, financial performance and financial condition, and often contain words such as "expect," "anticipate," "intend," "plan," "believe," "could," "seek," "see," "will," "may," "would," "might," "potentially," "estimate," "continue," "expect," "target," and similar expressions or the negatives of these words or other comparable terminology that convey uncertainty of future events or outcomes. All forward-looking statements by their nature address matters that involve risks and uncertainties, many of which are beyond HPE's control, and are not guarantees of future results. These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements and you should not place undue reliance on any such statements, and caution must be exercised in relying on forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: (i) the completion of the proposed transaction on anticipated terms and timing or at all, including obtaining stockholder and regulatory approvals and other conditions to the completion of the transaction; (ii) the ability of HPE to integrate and implement its plans, forecasts and other expectations with respect to Juniper's

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 2.1 Agreement and Plan of Merger, dated as of January 9, 2024, by and among Juniper, HPE and Jasmine Acquisition Sub, Inc.* 99.1 Press Release, dated January 9, 2024. 99.2 Investor Presentation, dated January 10, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Certain schedules and exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K promulgated by the SEC. HPE agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. HEWLETT PACKARD ENTERPRISE COMPANY Date: January 10, 2024 By: /s/ Rishi Varma Name: Rishi Varma Title: Senior Vice President, General Counsel and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR