HPE Signs Material Definitive Agreement

TL;DR

HPE just signed a big deal, details TBD.

AI Summary

Hewlett Packard Enterprise Company (HPE) announced on May 24, 2024, that it has entered into a material definitive agreement. The filing does not disclose the specific details of the agreement, such as the counterparty or the financial terms, but it signifies a significant business development for the company.

Why It Matters

This filing indicates a significant new business transaction for Hewlett Packard Enterprise, which could impact its future revenue and strategic direction.

Risk Assessment

Risk Level: medium — The lack of specific details in the filing regarding the nature and terms of the agreement introduces uncertainty about its potential impact.

Key Players & Entities

• Hewlett Packard Enterprise Company (company) — Registrant
• HPE (company) — Abbreviation for Registrant

FAQ

Key Financial Figures

• $0.01 — ich registered Common stock, par value $0.01 per share HPE NYSE Indicate by check
• $2.1 billion — apital of H3C to UNIS for approximately $2.1 billion by or before August 31, 2024 (subject t
• $1.4 billion — share capital of H3C for approximately $1.4 billion to UNIS at a later date. The A&R SPA

Filing Documents

• hpe-20240524.htm (8-K) — 42KB
• 0001645590-24-000081.txt ( ) — 181KB
• hpe-20240524.xsd (EX-101.SCH) — 2KB
• hpe-20240524_def.xml (EX-101.DEF) — 3KB
• hpe-20240524_lab.xml (EX-101.LAB) — 24KB
• hpe-20240524_pre.xml (EX-101.PRE) — 14KB
• hpe-20240524_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On May 26, 2023, H3C Holdings Limited ("H3C Holdings") and Izar Holding Co. ("Izar", and together with H3C Holdings, the "HPE Parties"), each a wholly-owned subsidiary of Hewlett Packard Enterprise Company ("Hewlett Packard Enterprise", "HPE", or the "Company"), entered into a Put Share Purchase Agreement (the "Original Share Purchase Agreement") with Unisplendour International Technology Limited ("UNIS"), a Hong Kong incorporated company and subsidiary of Unisplendour Corporation, an information technology services company, governing the sale of all of the shares of H3C Technologies Co., Limited ("H3C") held by the HPE Parties (the "Shares"), which represent 49% of the total issued share capital of H3C. On May 24, 2024, (i) the HPE Parties and UNIS entered into an Amended and Restated Put Share Purchase Agreement (the "A&R SPA") and (ii) H3C Holdings and UNIS entered into an Agreement on Subsequent Arrangements ("Subsequent Arrangements Agreement"), which taken together revise the arrangements governing the aforementioned sale as previously set forth in the Original Share Purchase Agreement. The HPE Parties and UNIS have entered into the revised arrangements to restructure the Shares sale process in a manner that is expected to facilitate the sale by the HPE Parties of 30% of the total issued share capital of H3C to UNIS for approximately $2.1 billion by or before August 31, 2024 (subject to a grace period as described below), while preserving an option to sell the remaining 19% of the total issued share capital of H3C for approximately $1.4 billion to UNIS at a later date. The A&R SPA and the Subsequent Arrangements Agreement were entered into pursuant to the terms of the Shareholders' Agreement previously entered into between the parties as of May 1, 2016, as amended from time to time including, most recently on October 28, 2022 (the "Shareholders' Agreement"), and the notice that the HPE Parties deliver

Forward-looking statements

Forward-looking statements. This Form 8-K contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including but not limited to any projections of financial performance, plans, strategies and objectives of management for future operations or performance. The words "believe," "expect," "anticipate," "intend," "will," "may," and similar expressions are intended to identify such forward-looking statements. Such statements involve risks, uncertainties, and assumptions relating, but not limited, to obtaining all necessary external approvals and consents and/or making all necessary filings, and the timing thereof; obtaining approval of the Sale Transaction and the Option Transaction from UNIS' stockholders; the timing and completion of all other agreements and obligations included in the A&R SPA and the Subsequent Arrangements Agreement; the timing of the consummation of the Sale Transaction and the Option Transaction, including receipt by HPE of the Sale Transaction Consideration and the Option Transaction Consideration; and the anticipated use of the proceeds therefrom. If the risks or uncertainties ever materialize or the assumptions prove incorrect, the results of HPE and its consolidated subsidiaries may differ materially from those expressed or implied by such forward-looking statements and assumptions. Factors leading to such material differences may include, without limitation, the risk that the consummation of the Sale Transaction and the Option Transaction may be delayed; the risk of any unexpected costs or expenses resulting from the parties' carrying out the A&R SPA, the Subsequent Arrangements Agreement, and the transactions contemplated thereby; the risk of any litigation relating to the A&R SPA, the Subsequent Arrangements Agreement, and the transactions

View Full Filing

View this 8-K filing on SEC EDGAR