UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
March 7, 2023
Date of Report (Date of Earliest Event Reported)
HEWLETT PACKARD ENTERPRISE COMPANY
(Exact name of registrant as specified in its charter)
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Delaware
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001-37483
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47-3298624
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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1701 East Mossy Oaks Road,
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Spring,
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TX
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77389
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(Address of principal
executive offices)
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(Zip code)
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(678) 259-9860
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(Registrant’s telephone number, including area code)
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Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
☐ Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Exchange
Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, par value $0.01 per share
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HPE
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NYSE
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
☐
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Emerging growth company
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☐ |
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
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Item 8.01 Other
Events.
On March 7, 2023, Hewlett Packard Enterprise Company (“Hewlett
Packard Enterprise”) launched and priced an offering of
$1,300,000,000 aggregate principal amount of 5.900% notes due 2024
and $400,000,000 aggregate principal amount of 6.102% notes due
2026 (collectively, the “Notes”) pursuant to an underwriting
agreement dated March 7, 2023 (the “Underwriting Agreement”) among
Hewlett Packard Enterprise and J.P. Morgan Securities LLC, HSBC
Securities (USA) Inc. and NatWest Markets Securities Inc., as
representatives of the several underwriters named in Schedule 1
therein. The offer and sale of the Notes was registered under
Hewlett Packard Enterprise’s registration statement on Form S-3
filed on December 10, 2020) (File No. 333-251271). Hewlett Packard
Enterprise intends to use the net proceeds of the offering,
together with cash on hand, to refinance upcoming debt maturities
and for general corporate purposes. The Notes offering is expected
to close on March 21, 2023.
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.
A copy of the Underwriting Agreement is filed as Exhibit 1.1 to
this Current Report and is incorporated herein by reference.
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’’, ‘‘intend’’, ‘‘will’’, ‘‘estimates’’,
‘‘may’’, ‘‘likely’’, ‘‘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 the scope and duration of the novel coronavirus pandemic
(‘‘COVID-19’’), other outbreaks, epidemics, pandemics, or public
health crises, and the ongoing conflict between Russia and Ukraine,
our actions in response thereto, and their impacts on our business,
operations, liquidity and capital resources, employees, customers,
partners, supply chain, financial results, and the world economy;
any projections or expectations of revenue, margins, expenses,
investments, effective tax rates, interest rates, the impact of tax
law changes (including those in the Inflation Reduction Act of
2022) 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 of the amount, execution, timing, and results of any
transformation or impact of cost savings, restructuring plans,
including estimates and assumptions related to the anticipated
benefits, cost savings, or charges of implementing such
transformation and restructuring plans; any statements of the
plans, strategies, and objectives of management for future
operations, as well as the execution of corporate transactions or
contemplated acquisitions, research and development expenditures,
and any resulting benefit, cost savings, charges, or revenue or
profitability improvements; any statements concerning the expected
development, performance, market share, or competitive performance
relating to products or services; any statements concerning
technological and market trends, the pace of technological
innovation, and adoption of new technologies, including products
and services offered by Hewlett Packard Enterprise; any statements
regarding current or future macroeconomic trends or events and the
impact of those trends and events on Hewlett Packard Enterprise and
our financial performance, including but not limited to supply
chain, inflation, and demand for our products and services, and our
actions to mitigate such impacts on our business; any statements
regarding future regulatory trends and the resulting legal and
reputational exposure, including but not limited to those relating
to environmental, social, and governance issues; 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, including but not limited to supply
chain constraints, the inflationary environment, the ongoing
conflict between Russia and Ukraine, and the relationship between
China and the U.S.; the need to effectively manage third-party
suppliers and distribute Hewlett Packard Enterprise’s products and
services; 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 from pandemics and
public health problems, such as the outbreak of COVID-19, and
geopolitical events, such as those mentioned above); the
development of and transition to 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 macroeconomic or geopolitical events; the
hiring and retention of key employees; the execution, integration,
and other risks associated with business combination and investment
transactions; the impact of changes to privacy, cybersecurity,
environmental, global trade, and other governmental regulations;
changes in our product, lease, intellectual property, or real
estate portfolio; the payment or non-payment of a dividend for any
period; the efficacy of using non-GAAP, rather than GAAP, financial
measures in business projections and planning; the judgments
required in connection with determining revenue recognition; impact
of company policies and related compliance; utility of segment
realignments; allowances for recovery of receivables and warranty
obligations; provisions for, and resolution of, pending
investigations, claims, and disputes; the impacts of the Inflation
Reduction Act of 2022 and related guidance or regulations; 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, 2022, Hewlett Packard Enterprise’s Quarterly Report on
Form 10-Q for the fiscal quarter ended January 31, 2023, 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.
Item 9.01 Financial
Statements and Exhibits.
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Exhibit
Number
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Description
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Underwriting Agreement, dated as of March 7, 2023, among Hewlett
Packard Enterprise and J.P. Morgan Securities LLC, HSBC Securities
(USA) Inc. and NatWest Markets Securities Inc., as representatives
of the several underwriters named in Schedule 1 therein.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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SIGNATURE
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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HEWLETT PACKARD ENTERPRISE COMPANY
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DATE:
March 8, 2023
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By:
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/s/ Rishi Varma
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Name:
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Rishi Varma
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Title:
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Senior Vice President, General Counsel
and Corporate Secretary
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