Current Report Filing (8-k)
21 Marzo 2023 - 09:11PM
Edgar (US Regulatory)
false000164559000016455902023-03-212023-03-21
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
21, 2023
Date of
Report (Date of Earliest Event Reported)
HEWLETT PACKARD
ENTERPRISE COMPANY
(Exact
name of registrant as specified in its charter)
|
|
|
|
Delaware
|
001-37483 |
47-3298624
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer
Identification
No.)
|
1701
East Mossy Oaks Road, |
Spring, |
TX
|
77389
|
(Address
of principal executive offices) |
(Zip
code) |
(678)
259-9860
(Registrant’s telephone
number, including area code)
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))
Securities
registered pursuant to Section 12(b) of the Exchange
Act: |
|
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
|
Common stock, par value $0.01 per share
|
|
HPE
|
|
NYSE
|
|
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).
☐ |
Emerging
growth company |
☐ |
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. |
On
March 21, 2023, Hewlett Packard Enterprise Company (“Hewlett
Packard Enterprise”) closed its previously announced registered
public offering of $1,300,000,000 aggregate principal amount of
5.900% notes due 2024 (the “2024 Notes”) and $400,000,000 aggregate
principal amount of 6.102% notes due 2026 (the “2026 Notes,” and
together with the 2024 Notes, the “Notes”).
The
2024 Notes and the 2026 Notes were issued pursuant to a nineteenth
supplemental indenture and twentieth supplemental indenture,
respectively, each dated as of March 21, 2023 (collectively, the
“Supplemental Indentures”) to the base 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 Indenture and the Supplemental
Indentures, each including the form of Notes attached thereto, are
filed as Exhibits 4.1, 4.2, 4.3, 4.4 and 4.5 to this Current Report
on Form 8-K 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.
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 any statements concerning
the closing of the offering of the Notes, the anticipated use of
proceeds from the offering of the Notes, the further issuance of
additional notes with identical terms as the Notes, the early
redemption of the Notes or any conditions thereon, the availability
of published Treasury maturities or investment ratings, the precise
timing and delivery of payments, 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 execution, integration,
and other risks associated with business combination and investment
transactions; 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; allowances for recovery of receivables and warranty
obligations; 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 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. |
Exhibit
Number |
|
Description
|
4.1 |
|
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 |
|
Nineteenth
Supplemental Indenture, dated as of March 21, 2023, 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 5.900% notes due 2024. |
4.3 |
|
Twentieth
Supplemental Indenture, dated as of March 21, 2023, 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 6.102% notes due 2026. |
4.4 |
|
Form
of 5.900% notes due 2024 (contained in Exhibit 4.2). |
4.5 |
|
Form
of 6.102% notes due 2026 (contained in Exhibit 4.3). |
5.1 |
|
Opinion
of Gibson, Dunn & Crutcher LLP. |
5.6 |
|
Consent
of Gibson, Dunn & Crutcher LLP (contained in Exhibit
5.1). |
104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL
document). |
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.
|
HEWLETT
PACKARD ENTERPRISE COMPANY |
|
|
|
DATE: March
21, 2023 |
By: |
/s/ Rishi
Varma |
|
|
Name: |
Rishi
Varma |
|
Title: |
Senior
Vice President, General Counsel and Corporate
Secretary
|
Grafico Azioni Hewlett Packard Enterprise (NYSE:HPE)
Storico
Da Mag 2023 a Giu 2023
Grafico Azioni Hewlett Packard Enterprise (NYSE:HPE)
Storico
Da Giu 2022 a Giu 2023