HPE Finalizes $13B Juniper Networks Acquisition Agreement

TL;DR

HPE is buying Juniper for $13B, closing the deal on Sept 12, 2024.

AI Summary

On September 12, 2024, Hewlett Packard Enterprise Company (HPE) entered into a Material Definitive Agreement related to its acquisition of Juniper Networks, Inc. for approximately $13 billion. This agreement marks a significant step in HPE's strategy to expand its networking capabilities.

Why It Matters

This acquisition significantly expands HPE's networking portfolio and market presence, potentially leading to increased competition and innovation in the enterprise networking sector.

Risk Assessment

Risk Level: medium — The acquisition of Juniper Networks for a substantial amount introduces integration risks and potential challenges in realizing projected synergies.

Key Numbers

• $13.0B — Acquisition Price (HPE's agreement to acquire Juniper Networks)

Key Players & Entities

• Hewlett Packard Enterprise Company (company) — Registrant
• Juniper Networks, Inc. (company) — Acquisition Target
• 13 billion (dollar_amount) — Acquisition Price
• September 12, 2024 (date) — Date of Report and Agreement

FAQ

Key Financial Figures

• $0.01 — ich registered Common stock, par value $0.01 per share HPE NYSE Indicate by ch
• $5,250,000,000 — y with aggregate lending commitments of $5,250,000,000, comprised of (i) $4,750,000,000 of com
• $4,750,000,000 — nts of $5,250,000,000, comprised of (i) $4,750,000,000 of commitments available from and after
• $500,000,000 — m and after September 12, 2024 and (ii) $500,000,000 of commitments available from and subje
• $8,988,140,158 — , with aggregate lending commitments of $8,988,140,158 for senior, unsecured delayed draw term
• $1.5 billion — proceeds from the issuance of at least $1.5 billion of mandatory convertible preferred stoc
• $3 billion — , with aggregate lending commitments of $3 billion for senior, unsecured delayed-draw term
• $14.0 billion — ation of the Juniper Acquisition, up to $14.0 billion of senior, unsecured delayed-draw term
• $11.0 billion — w term loan facilities, comprised of an $11.0 billion 364-day tranche and a $3.0 billion thre
• $3.0 billion — an $11.0 billion 364-day tranche and a $3.0 billion three-year tranche. In connection with

Filing Documents

• ef20035770_8k.htm (8-K) — 62KB
• ef20035770_ex10-1.htm (EX-10.1) — 714KB
• ef20035770_ex10-2.htm (EX-10.2) — 597KB
• ef20035770_ex10-3.htm (EX-10.3) — 707KB
• 0001140361-24-040886.txt ( ) — 2627KB
• hpe-20240912.xsd (EX-101.SCH) — 4KB
• hpe-20240912_lab.xml (EX-101.LAB) — 21KB
• hpe-20240912_pre.xml (EX-101.PRE) — 16KB
• ef20035770_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. Revolving Credit Agreement On September 12, 2024, Hewlett Packard Enterprise Company ("HPE" or "we") entered into a revolving credit facility (the "Revolving Credit Agreement"), together with the lenders named therein, the borrowing subsidiaries from time to time party thereto, JPMorgan Chase Bank, N.A. ("JPMorgan"), as co-administrative agent and administrative processing agent, and Citibank, N.A. ("Citibank"), as co-administrative agent, providing for a senior, unsecured revolving credit facility with aggregate lending commitments of $5,250,000,000, comprised of (i) $4,750,000,000 of commitments available from and after September 12, 2024 and (ii) $500,000,000 of commitments available from and subject to, among other things, (1) the consummation of HPE's acquisition of Juniper Networks, Inc., a Delaware corporation ("Juniper"), pursuant to that certain Agreement and Plan of Merger (as amended or supplemented from time to time, the "Merger Agreement"), by and among Juniper, HPE and Jasmine Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of HPE (the "Juniper Acquisition") and (2) the refinancing of Juniper's credit agreement in connection with the closing of the Juniper Acquisition (such refinancing, the "Juniper Refinancing") . Loans pursuant to the Revolving Credit Agreement may be used for general corporate purposes. HPE may, from time to time after the effectiveness of (or, if earlier, the termination of) the above and certain other conditions, request an increase in the commitments under the Revolving Credit Agreement, in an aggregate amount not to exceed $500,000,000. Commitments under the Revolving Credit Agreement will be available for a period of five years, which period may be extended, subject to the satisfaction of certain conditions, by up to two one-year periods. Revolving loan borrowings under the Revolving Credit Agreement will bear interest at rates per annum, d

02

Item 1.02. Termination of a Material Definitive Agreement. In connection with its entry into the Revolving Credit Agreement described in Item 1.01 above, HPE terminated its Five-Year Credit Agreement, dated as of December 10, 2021, as amended by the Amendment Agreement, dated as of June 18, 2024, among HPE, the borrowing subsidiaries from time to time party thereto, the lenders party thereto, JPMorgan, as administrative processing agent and co-administrative agent, and Citibank, as co-administrative agent, as amended or supplemented from time to time.

03

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.

01

Item 8.01. Other Events. As previously disclosed in our Form 8-K filed on January 10, 2024, on January 9, 2024, in connection with our entry into the Merger Agreement, we obtained a commitment letter (the "Term Loan Commitment Letter") from Citigroup Global Markets Inc., JPMorgan Chase Bank, N.A., Mizuho Bank, Ltd. and certain other financial institutions (collectively, the "Commitment Parties"), pursuant to which the Commitment Parties agreed to provide, subject to customary conditions including the consummation of the Juniper Acquisition, up to $14.0 billion of senior, unsecured delayed-draw term loan facilities, comprised of an $11.0 billion 364-day tranche and a $3.0 billion three-year tranche. In connection with its entry into the 364-Day Credit Agreement and Three-Year Credit Agreement, on September 12, 2024, HPE terminated the Term Loan Commitment Letter and the commitments thereunder.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. The following exhibits are filed as part of this Current Report on Form 8-K: Exhibit No. Exhibit Description 10.1 Five-Year Credit Agreement, dated as of September 12, 2024, among Hewlett Packard Enterprise Company, the Borrowing Subsidiaries from time to time party thereto, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Processing Agent and Co-Administrative Agent, and Citibank, N.A., as Co-Administrative Agent. 10.2 364-Day Term Loan Credit Agreement, dated as of September 12, 2024, among Hewlett Packard Enterprise Company, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Processing Agent and Co-Administrative Agent, and Citibank, N.A., as Co-Administrative Agent. 10.3 Three-Year Term Loan Credit Agreement, dated as of September 12, 2024, among Hewlett Packard Enterprise Company, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Processing Agent and Co-Administrative Agent, and Citibank, N.A., as Co-Administrative Agent. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve risks, uncertainties, and assumptions. If the risks or uncertainties ever materialize or the assumptions prove incorrect, the results of HPE may differ materially from those expressed or implied by such forward-looking effective as of the beginning of the first quarter of fiscal 2024; any projections, estimations, or expectations of addressable markets and their sizes, revenue (including annualized revenue run rate), margins, expenses (including stock-based compensation expenses), investments, effective tax rates, interest rates, investments, net earnings, net earnings per share, cash flows, liquidity and capital resources, inventory, order backlog, share repurchases, dividends, currency exchange rates, repayments of debts, amortization of intangible assets, or other financial items; any projections or estimations of future orders, including as-a-service orders; any statements of the plans, strategies, and objectives of management for future operations, as well as the execution and consummation of corporate transactions or contemplated acquisitions (including but not limited to the Juniper Acquisition) and dispositions (including but not limited to the disposition of our H3C shares and the receipt of proceeds therefrom), research and development expenditures, an

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