HPE Enters Material Definitive Agreement

TL;DR

HPE signed a big deal, filed some paperwork changes. Stay tuned.

AI Summary

Hewlett Packard Enterprise Company (HPE) announced on September 9, 2024, that it entered into a material definitive agreement. The filing also indicates modifications to security holder rights and amendments to its articles of incorporation or bylaws. The company's principal executive offices are located at 1701 East Mossy Oaks Road, Spring, TX 77389.

Why It Matters

This filing signals a significant corporate action or change for Hewlett Packard Enterprise, potentially impacting its business structure, operations, or shareholder rights.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or alter existing ones depending on the nature of the agreement.

Key Players & Entities

• Hewlett Packard Enterprise Company (company) — Registrant
• 1701 East Mossy Oaks Road, Spring, TX 77389 (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.01 — ich registered Common stock, par value $0.01 per share HPE NYSE Indicate by ch
• $1.5 billion — s an aggregate of 30,000,000 shares, or $1.5 billion aggregate liquidation preference, of it
• $150 million — Stock") (including 3,000,000 shares, or $150 million aggregate liquidation preference, of th
• $1,250,000,000 — providing for the issuance and sale of $1,250,000,000 in aggregate principal amount of the Co
• $1,750,000,000 — 400% Notes due 2027 (the "2027 Notes"), $1,750,000,000 in aggregate principal amount of the Co
• $2,000,000,000 — 850% Notes due 2031 (the "2031 Notes"), $2,000,000,000 in aggregate principal amount of the Co
• $1,500,000,000 — % Notes due 2034 (the "2034 Notes") and $1,500,000,000 in aggregate principal amount of the Co
• $50.00 — 7.625% on the liquidation preference of $50.00 per share of Mandatory Convertible Pref

Filing Documents

• ef20035817_8k.htm (8-K) — 71KB
• ef20035817_ex1-1.htm (EX-1.1) — 288KB
• ef20035817_ex1-2.htm (EX-1.2) — 376KB
• ef20035817_ex3-1.htm (EX-3.1) — 398KB
• ef20035817_ex5-1.htm (EX-5.1) — 35KB
• ef20035817_ex99-1.htm (EX-99.1) — 18KB
• ef20035817_ex99-2.htm (EX-99.2) — 19KB
• image0.jpg (GRAPHIC) — 19KB
• image01.jpg (GRAPHIC) — 3KB
• image02.jpg (GRAPHIC) — 3KB
• image03.jpg (GRAPHIC) — 2KB
• image04.jpg (GRAPHIC) — 2KB
• image05.jpg (GRAPHIC) — 3KB
• image06.jpg (GRAPHIC) — 4KB
• image00007.jpg (GRAPHIC) — 4KB
• image00008.jpg (GRAPHIC) — 4KB
• 0001140361-24-041069.txt ( ) — 1607KB
• hpe-20240909.xsd (EX-101.SCH) — 4KB
• hpe-20240909_lab.xml (EX-101.LAB) — 22KB
• hpe-20240909_pre.xml (EX-101.PRE) — 16KB
• ef20035817_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. Preferred Stock Offering On September 10, 2024, Hewlett Packard Enterprise Company (the "Company") entered into an underwriting agreement (the "Preferred Stock Underwriting Agreement") with Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Mizuho Securities USA LLC, as representatives of the several underwriters listed on Schedule 1 thereto (the "Preferred Stock Underwriters"), pursuant to which the Company issued and sold to the Preferred Stock Underwriters an aggregate of 30,000,000 shares, or $1.5 billion aggregate liquidation preference, of its 7.625% Series C Mandatory Convertible Preferred Stock (the "Mandatory Convertible Preferred Stock") (including 3,000,000 shares, or $150 million aggregate liquidation preference, of the Mandatory Convertible Preferred Stock issued pursuant to the Preferred Stock Underwriters' over-allotment option, which was exercised in full on September 11, 2024). The offering of Mandatory Convertible Preferred Stock (the "Preferred Stock Offering") has been registered under the Securities Act of 1933, as amended (the "Act"), pursuant to a registration statement (the "Registration Statement") on Form S-3 (No. 333-276221), filed with the Securities and Exchange Commission (the "SEC") and automatically effective on December 22, 2023. The terms of the Mandatory Convertible Preferred Stock are further described in the Company's preliminary prospectus supplement dated September 9, 2024, as filed with the SEC on September 9, 2024 and final prospectus supplement dated September 10, 2024, as filed with the SEC on September 12, 2024 (the "Preferred Stock Prospectus"). The Preferred Stock Offering closed on September 13, 2024. The net proceeds from the sale of the Mandatory Convertible Preferred Stock, after deducting the Preferred Stock Underwriters' discounts and estimated offering expenses, are expected to be approximately $ 1.46 billion. The Company intends to use these

03

Item 3.03 Material Modification of Rights of Security Holders. In connection with the Preferred Stock Offering, the Company filed a Certificate of Designations (the "Certificate of Designations") with the Secretary of State of the State of Delaware on September 12, 2024 to establish the designations, powers, preferences and rights of the Mandatory Convertible Preferred Stock and the qualifications, limitations and restrictions thereof, including the dividend rate, the amount payable with respect thereto in the event of the Company's voluntary or involuntary liquidation, winding-up or dissolution, the restrictions on the issuance of shares of the same series or of any other class or series, the terms and conditions of conversion of the Mandatory Convertible Preferred Stock and the voting rights of the Mandatory Convertible Preferred Stock. The Certificate of Designations became effective upon such filing. Unless converted earlier in accordance with the terms of the Certificate of Designations, each share of the Mandatory Convertible Preferred Stock will automatically convert on the mandatory conversion date, which is expected to be September 1, 2027, into between 2.5352 shares and 3.1056 shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), in each case subject to customary anti-dilution adjustments as described in the Certificate of Designations. The number of shares of Common Stock issuable upon conversion of the Mandatory Convertible Preferred Stock will be determined based on the average volume weighted average price per share of Common Stock over the 20 consecutive trading day period beginning on, and including, the 21st scheduled trading day immediately prior to September 1, 2027. Dividends on the Mandatory Convertible Preferred Stock will be payable on a cumulative basis when, as and if declared by the Company's board of directors, or an authorized committee thereof, at an annual rate of 7.625% on the liquidation preferenc

03

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information set forth above under Item 3.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.03.

01

Item 8.01 Other Events. On September 9, 2024, the Company issued a press release announcing the launch of the Preferred Stock Offering. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. On September 10, 2024, the Company issued a press release announcing the pricing of the Preferred Stock Offering. A copy of the press release is attached hereto as Exhibit 99.2 and incorporated herein by reference. On September 13, 2024, the Company closed the Preferred Stock Offering. The legal opinion of Wachtell, Lipton, Rosen & Katz, issued in connection with the Preferred Stock Offering, is attached hereto as Exhibit 5.1 and is incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, dated September 10, 2024 , by and among Hewlett Packard Enterprise Company and Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Mizuho Securities USA LLC , as representatives of the several underwriters named therein 1.2 Underwriting Agreement, dated September 12, 2024 , by and among Hewlett Packard Enterprise Company and Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Mizuho Securities USA LLC , as representatives of the several underwriters named therein 3.1 Certificate of Designations of 7.625% Series C Mandatory Convertible Preferred Stock of Hewlett Packard Enterprise Company 4.1 Form of Global Security of 7.625% Series C Mandatory Convertible Preferred Stock Certificate (included within Exhibit 3.1) 5.1 Opinion of Wachtell, Lipton, Rosen & Katz 23.1 Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 5.1) 99.1 Press Release, dated September 9, 2024 99.2 Press Release, dated September 10, 2024 104 Cover Page Interactive Data File (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 the Company and its consolidated subsidiaries may differ materially from those expressed or implied by such forward-looking statements and assumptions. The words "believe", "expect", "anticipate", "guide", "optimistic", "intend", "aim", "will", "estimates", "may", "could", "should" and similar expressions are intended to identify such forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including but not limited to any anticipated financial or operational benefits associated with the segment realignment that became 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, the impact of tax law changes and related guidance and regulations, net earnings, net earnings per share, cash flows, liquidity and capital resources, inventory, goodwill, impairment charges, hedges and derivatives and related offsets, order backlog, benefit plan funding, deferred tax assets, share repurchases, currency exchange rates, repayments of debts including our asset-backed debt securities, or other financial items; recent amendments to accounting guidance and any potential impacts on our financial reporting therefrom; 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,

View Full Filing

View this 8-K filing on SEC EDGAR