Item 8.01 Other Events.
On July 14, 2020, Hewlett Packard Enterprise Company ("Hewlett Packard
Enterprise") launched and priced an offering of $1,000,000,000 aggregate
principal amount of 1.450% notes due April 2024 and $750,000,000 aggregate
principal amount of 1.750% notes due April 2026 (collectively, the "Notes")
pursuant to an underwriting agreement dated July 14, 2020 (the "Underwriting
Agreement") among Hewlett Packard Enterprise and Citigroup Global Markets Inc.,
Deutsche Bank Securities Inc., HSBC Securities (USA) Inc. and Wells Fargo
Securities, LLC, as representatives of the several underwriters named in
Schedule 1 therein. The offering closed on July 17, 2020. The offer and sale of
the Notes was registered under Hewlett Packard Enterprise's registration
statement on Form S-3 filed on December 15, 2017 (File No. 333-222102). Hewlett
Packard Enterprise intends to use the net proceeds of the offering, together
with cash on hand, to fund the redemption of the 2020 Notes (as defined below)
and to pay related fees and expenses.
The Notes are Hewlett Packard Enterprise's senior unsecured obligations and rank
equally in right of payment with all of Hewlett Packard Enterprise's existing
and future senior unsecured indebtedness.
In connection with the issuance of the Notes, on July 17, 2020, Hewlett Packard
Enterprise entered into the seventeenth supplemental indenture and the
eighteenth supplemental indenture (collectively, the "Supplemental Indentures")
to the indenture (the "Indenture"), dated as of October 9, 2015, between Hewlett
Packard Enterprise and The Bank of New York Mellon Trust Company, N.A., as
trustee (the "Trustee"). Copies of the Underwriting Agreement, the Indenture and
the Supplemental Indentures, each including the form of Note attached thereto,
are filed as Exhibits 1.1, 4.1, 4.2, 4.3, 4.4 and 4.5 to this Current Report and
are incorporated herein by reference. A copy of the legal opinion of Gibson,
Dunn & Crutcher LLP relating to the Notes is attached hereto as Exhibit 5.1.
On July 17, 2020, Hewlett Packard Enterprise also issued a press release
announcing that it will redeem all $3 billion aggregate principal amount of its
outstanding 3.600% Senior Notes due 2020, CUSIP Numbers: 42824CAE9, 42824CAG4,
U42832AE2 (the "2020 Notes"), on August 17, 2020 (the "Redemption Date"). The
2020 Notes will be redeemed at a redemption price equal to the greater of (i)
100% of the principal amount of the 2020 Notes to be redeemed and (ii) the sum
of the present value of the remaining scheduled payments of principal and
interest thereon that would be due if the 2020 Notes matured on September 15,
2020 (exclusive of interest accrued to the Redemption Date), discounted to the
Redemption Date on a semi-annual basis, plus a "make-whole" premium determined
pursuant to the terms of the indenture governing the 2020 Notes and accrued but
unpaid interest to, but not including, the Redemption Date.
Hewlett Packard Enterprise has instructed The Bank of New York Mellon Trust
Company, N.A., as the trustee for the 2020 Notes, to distribute a notice of
redemption to all registered holders of the 2020 Notes on July 17, 2020. Copies
of such notice of redemption and additional information relating to the
procedure for redemption of the 2020 Notes may be obtained from The Bank of New
York Mellon Trust Company, N.A. A copy of the press release announcing the
redemption of the 2020 Notes is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
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Forward-looking statements
This document 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 Hewlett Packard Enterprise and its consolidated subsidiaries may differ
materially from those expressed or implied by such forward-looking statements
and assumptions. The words "believe," "expect," "anticipate," "optimistic,"
"intend," "aim," "will," "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 the scope and duration of the novel
coronavirus pandemic ("COVID-19") and its impact on our business, operations,
liquidity and capital resources, employees, customers, partners, supply chain,
financial results and the world economy; any projections of revenue, margins,
expenses, effective tax rates, the impact of the U.S. Tax Cuts and Jobs Act of
2017, net earnings, net earnings per share, cash flows, benefit plan funding,
deferred tax assets, share repurchases, currency exchange rates or other
financial items; any projections of the amount, timing or impact of cost savings
or restructuring charges; any statements of the plans, strategies and objectives
of management for future operations, as well as the execution of transformation
and restructuring plans and any resulting cost savings, revenue or profitability
improvements; any statements concerning the expected development, performance,
market share or competitive performance relating to products or services; any
statements regarding current or future macroeconomic trends or events and the
impact of those trends and events on Hewlett Packard Enterprise and its
financial performance; any statements regarding pending investigations, claims
or disputes; any statements of expectation or belief; and any statements of
assumptions underlying any of the foregoing. Risks, uncertainties and
assumptions include the need to address the many challenges facing Hewlett
Packard Enterprise's businesses; the competitive pressures faced by Hewlett
Packard Enterprise's businesses; risks associated with executing Hewlett Packard
Enterprise's strategy; the impact of macroeconomic and geopolitical trends and
events; the need to manage third-party suppliers and the distribution of Hewlett
Packard Enterprise's products and the delivery of Hewlett Packard Enterprise's
services effectively; the protection of Hewlett Packard Enterprise's
intellectual property assets, including intellectual property licensed from
third parties and intellectual property shared with its former parent; risks
associated with Hewlett Packard Enterprise's international operations (including
pandemics and public health problems, such as the outbreak of COVID-19); the
development and transition of new products and services and the enhancement of
existing products and services to meet customer needs and respond to emerging
technological trends; the execution and performance of contracts by Hewlett
Packard Enterprise and its suppliers, customers, clients and partners, including
any impact thereon resulting from events such as the COVID-19 pandemic; the
hiring and retention of key employees; integration and other risks associated
with business combination and investment transactions; the execution, timing and
results of any transformation or restructuring plans, including estimates and
assumptions related to the costs and anticipated benefits of implementing the
transformation and restructuring plans; the effects of the U.S. Tax Cuts and
Jobs Act and related guidance and regulations that may be implemented; the
resolution of pending investigations, claims and disputes; and other risks that
are described in Hewlett Packard Enterprise's other filings with the Securities
and Exchange Commission, including but not limited to the risks described in
Hewlett Packard Enterprise's Annual Report on Form 10-K for the fiscal year
ended October 31, 2019, Hewlett Packard Enterprise's Quarterly Reports on Form
10-Q for the fiscal quarters ended January 31, 2020 and April 30, 2020, and in
other filings made by Hewlett Packard Enterprise from time to time with the
Securities and Exchange Commission. Hewlett Packard Enterprise assumes no
obligation and does not intend to update these forward-looking statements,
except as required by applicable law.
Item 9.01 Financial Statements and Exhibits.
Exhibit
Number Description
1.1 Underwriting Agreement, dated as of July 14, 2020, among Hewlett Packard
Enterprise and Citigroup Global Markets Inc., Deutsche Bank Securities
Inc., HSBC Securities (USA) Inc. and Wells Fargo Securities, LLC, as
representatives of the several underwriters named in Schedule 1 therein.
4.1 Senior Indenture, dated as of October 9, 2015, between Hewlett Packard
Enterprise Company and The Bank of New York Mellon Trust Company, N.A.,
as Trustee (incorporated by reference to Exhibit 4.1 to Hewlett Packard
Enterprise's Current Report on Form 8-K filed with the Securities and
Exchange Commission on October 13, 2015).
4.2 Seventeenth Supplemental Indenture, dated as of July 17, 2020, between
Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust
Company, N.A., as Trustee, relating to Hewlett Packard Enterprise
Company's 1.450% notes due 2024.
4.3 Eighteenth Supplemental Indenture, dated as of July 17, 2020, between
Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust
Company, N.A., as Trustee, relating to Hewlett Packard Enterprise
Company's 1.750% notes due 2026.
4.4 Form of 1.450% notes due 2024 (contained in Exhibit 4.2).
4.5 Form of 1.750% notes due 2026 (contained in Exhibit 4.3).
5.1 Opinion of Gibson, Dunn & Crutcher LLP.
23.1 Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1).
99.1 Press Release of Hewlett Packard Enterprise Company, dated July 17,
2020.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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