HPE Hewlett Packard Enterprise Co

$9,000,000,000

 

Hewlett Packard Enterprise Company (“Hewlett Packard Enterprise,” “HPE,” “we” or “us”) is offering $1,250,000,000 aggregate principal amount of its 4.450% notes due 2026 (the “2026 notes”), $1,250,000,000 aggregate principal amount of its 4.400% notes due 2027 (the “2027 notes”), $1,750,000,000 aggregate principal amount of its 4.550% notes due 2029 (the “2029 notes”), $1,250,000,000 aggregate principal amount of its 4.850% notes due 2031 (the “2031 notes”), $2,000,000,000 aggregate principal amount of its 5.000% notes due 2034 (the “2034 notes”) and $1,500,000,000 aggregate principal amount of its 5.600% notes due 2054 (the“2054 notes”). We refer to the 2026 notes, the 2027 notes, the 2029 notes, the 2031 notes, the 2034 notes, and the 2054 notes collectively as the “notes”.

The 2026 notes will bear interest at a rate of 4.450% per annum. The 2027 notes will bear interest at a rate of 4.400% per annum. The 2029 notes will bear interest at a rate of 4.550% per annum. The 2031 notes will bear interest at a rate of 4.850% per annum. The 2034 notes will bear interest at a rate of 5.000% per annum. The 2054 notes will bear interest at a rate of 5.600% per annum.

We will pay interest semi-annually on the 2026 notes and the 2027 notes on each March 25 and September 25, beginning on March 25, 2025. We will pay interest semi-annually on the 2029 notes, the 2031 notes, the 2034 notes and the 2054 notes on each April 15 and October 15, beginning on April 15, 2025.

On January 9, 2024, we entered into an Agreement and Plan of Merger (as amended or supplemented from time to time, the “Merger Agreement”), by and among Juniper Networks, Inc., a Delaware corporation (“Juniper”), HPE and Jasmine Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of HPE (“Merger Sub”). Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, Merger Sub will merge with and into Juniper, with Juniper continuing as the surviving corporation (the “Surviving Corporation”) and as a wholly owned subsidiary of HPE (the “Juniper Acquisition”). Absent a special mandatory redemption (as defined below), we intend to use the net proceeds from this offering to fund all or a portion of the consideration for the Juniper Acquisition, to pay related fees and expenses, and, if any proceeds remain thereafter, for other general corporate purposes, which may include, among other uses, repaying certain indebtedness of HPE, Juniper and their respective subsidiaries. In the event of a special mandatory redemption, the net proceeds of the 2026 notes and the 2027 notes, which are not subject to the special mandatory redemption, will be used for general corporate purposes, which may include, among other uses, repaying certain indebtedness of HPE and its subsidiaries. See “Use of Proceeds”.

This offering is not conditioned upon, and will be consummated before, the closing of the Juniper Acquisition. If (x) the consummation of the Juniper Acquisition does not occur on or before the later of (i) the date that is five business days after October 9, 2025 and (ii) the date that is five business days after any later date to which we and Juniper may agree to extend the “End Date” in the Merger Agreement or (y) we notify the Trustee (as defined herein) that we will not pursue the consummation of the Juniper Acquisition, we will be required to redeem the 2029 notes, the 2031 notes, the 2034 notes and the 2054 notes (collectively, the “mandatorily redeemable notes”) at a redemption price equal to 101% of the aggregate principal amount of the mandatorily redeemable notes, plus accrued and unpaid interest, if any, to, but excluding the special mandatory redemption date (as defined herein). The 2026 notes and the 2027 notes are not subject to the special mandatory redemption. See “Description of the Notes—Redemption—Special Mandatory Redemption.”

We may redeem some or all of any series of the notes at any time at the redemption prices described under “Description of the Notes—Redemption—Optional Redemption.”

If a Change of Control Repurchase Event (as defined herein) with respect to a series of notes occurs, we may be required to offer to purchase such series of notes from holders. See “Description of the Notes—Repurchase at the Option of Holders on Certain Changes of Control.” The notes will be our senior unsecured obligations and will rank equally with all of our other existing and future senior unsecured indebtedness. There is no sinking fund for any series of notes. The notes are not and will not be listed on any securities exchange or quoted on any automated quotation system.

Investing in the notes involves certain risks. You should carefully consider all the information contained or incorporated by reference in this prospectus supplement prior to investing in the notes. In particular, we urge you to carefully consider the information set forth in the section titled “Risk Factors” beginning on page S-16 of this prospectus supplement.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the prospectus to which it relates is truthful or complete. Any representation to the contrary is a criminal offense.

Delivery of the notes in book-entry form only will be made through The Depository Trust Company for the benefit of its direct and indirect participants, including Clearstream Banking, société anonyme, and Euroclear Bank S.A./N.V., on or about September 26, 2024.

Joint Book-Running Managers

Joint Bookrunners

Co-Managers

The date of this prospectus supplement is September 12, 2024.

You should rely only on the information contained or incorporated by reference in this prospectus supplement, in the accompanying prospectus, or in any free writing prospectus filed by us with the SEC. We have not, and the underwriters have not, authorized anyone to provide you with different information. We are not, and the underwriters are not, making an offer of the notes covered by this prospectus supplement in any jurisdiction where the offer is not permitted. The information contained or incorporated by reference in this prospectus supplement or the accompanying prospectus is accurate only as of their respective dates, regardless of the time of delivery of this prospectus supplement and the accompanying prospectus, or of any sale of the notes. You should not assume that the information contained in or incorporated by reference in this prospectus supplement or the accompanying prospectus is accurate as of any date other than the respective dates thereof. Our business, financial condition, results of operations and prospects may have changed since those dates.

This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of the notes, and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference. The second part is the accompanying prospectus, which gives more general information about securities we may offer from time to time. To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the information contained in the accompanying prospectus or any document incorporated by reference, on the other hand, you should rely on the information in this prospectus supplement.

You should read this prospectus supplement, the accompanying prospectus and the documents incorporated by reference before making an investment decision. You should also read and consider the information in the documents we have referred you to in the section of this prospectus supplement entitled “Information Incorporated by Reference.”

In this prospectus supplement and the accompanying prospectus, unless otherwise specified or unless the context otherwise requires, references to “USD,” “dollars,” “$” and “U.S.$” are to U.S. dollars, and references to “Hewlett Packard Enterprise,” “HPE,” “we,” “us” or “our” refer to Hewlett Packard Enterprise Company, and not to any of our subsidiaries, unless otherwise indicated.

This prospectus supplement includes certain financial measures of HPE and Juniper that are not required by, or prepared in accordance with, generally accepted accounting principles in the United States (“GAAP”). We refer to these measures as “non-GAAP” financial measures. HPE believes that providing certain non-GAAP financial measures in addition to the related GAAP measures provides investors with greater transparency to the information used by HPE’s management in its financial and operational decision making and allows investors to see results “through the eyes” of management. HPE further believes that providing this information provides HPE’s investors with a supplemental view to understand HPE’s and Juniper’s operating performance and to evaluate the efficacy of the methodology and information used by HPE’s management to evaluate and measure such performance. Disclosure of these non-GAAP financial measures also facilitates the comparisons of HPE’s and Juniper’s operating performance with the performance of other companies in HPE’s and Juniper’s industry that supplement their GAAP results with non-GAAP financial measures that may be calculated in a similar manner.

These measures are not in accordance with, or an alternative to, GAAP, and may be different from non-GAAP measures used by other companies. In addition, other companies, including companies in our industry, may calculate such measures differently, which reduces its usefulness as a comparative measure. Investors should not rely on any single financial measure when evaluating our business. This information should be considered as supplemental in nature and is not meant as a substitute for our operating results in accordance with GAAP. Investors should review the GAAP financial measures included in this prospectus supplement. When viewed in conjunction with our GAAP results and the accompanying reconciliations, we believe these non-GAAP measures provide greater transparency and a more complete understanding of factors affecting our business than GAAP measures alone.

This prospectus supplement, the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus contain, or will contain, 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 Company and its consolidated subsidiaries (“Hewlett Packard Enterprise”) 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:

Risks, uncertainties, and assumptions include the need to address the many challenges facing Hewlett Packard Enterprise’s businesses;

We assume no obligation and do not intend to update these forward-looking statements, except as required by applicable law.

An investment in the notes represents a high degree of risk. In consultation with your own financial and legal advisors, and in addition to the other information contained in, or incorporated by reference into, this prospectus supplement and the accompanying prospectus, you should carefully consider the following discussion of risks before deciding whether an investment in the notes is suitable for you. In addition, before investing in the notes, you should carefully consider the other risks, uncertainties and assumptions that are set forth under the caption “Risk Factors,” contained in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended October 31, 2023 and Part II, Item 1A of our Quarterly Reports on Form 10-Q for the fiscal quarters ended January 31, 2024, April 30, 2024 and July 31, 2024, as well as the risks, uncertainties and assumptions that are set forth under the caption “Risks Related to the Merger,” contained in Part II, Item 1A of Juniper’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2024 and June 30, 2024, and the factors set forth under the caption “Risks Related to the Merger” contained in Part I, Item 1A of Juniper’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, each of which are incorporated by reference in this prospectus supplement, or any similar caption in the documents that we subsequently file with the SEC that are deemed to be incorporated by reference in this prospectus supplement, and in any free writing prospectus that we provide you in connection with the offering of the notes pursuant to this prospectus supplement. The risks and uncertainties discussed below and in the documents referred to above, as well as other matters discussed in this prospectus supplement and in those documents, could materially and adversely affect our business, financial condition, liquidity and results of operations and the market price of the notes. Moreover, the risks and uncertainties discussed below and in the foregoing documents are not the only risks and uncertainties that we face, and our business, financial condition, liquidity and results of operations and the market price of the notes could be materially adversely affected by other matters that are not known to us or that we currently do not consider to be material risks to our business.

Each series of notes will be a new issue of securities for which there is no established trading market. We do not intend to apply for listing of any series of notes offered hereby on any securities exchange or to arrange for quotation on any automated dealer quotation system. Accordingly, there can be no assurance that active trading markets for the notes will develop, exist or be maintained. If an active trading market does not develop or is not maintained for a series of notes, the market price and liquidity of such notes may be adversely affected. In that case, you may not be able to sell your notes at a particular time or at a favorable price.

The notes will be obligations exclusively of Hewlett Packard Enterprise and not of any of our subsidiaries. Most of our assets are owned through our subsidiaries, and we depend on distributions of cash flow and earnings from our subsidiaries in order to meet our payment obligations under the notes and our other debt obligations. Our subsidiaries are separate legal entities that have no obligation to pay any amounts due under the notes or to make any funds available therefor, whether by dividends, loans or other payments. Except to the extent we are a creditor with recognized claims against our subsidiaries, all claims of creditors (including trade creditors) and holders of preferred stock, if any, of our subsidiaries will have priority with respect to the assets of such subsidiaries over our claims (and therefore the claims of our creditors, including holders of the notes). Consequently, the notes will be structurally subordinated to all liabilities of our existing subsidiaries and any subsidiaries that we may in the future acquire or establish, including those of Juniper.

We currently maintain investment grade credit ratings with Moody’s Investors Service, S&P Global Ratings and Fitch Ratings. Despite these investment grade credit ratings, any future downgrades could increase the cost of borrowing under any indebtedness we may incur, reduce market capacity for our commercial paper or require the posting of additional collateral under our derivative contracts. Additionally, increased borrowing costs, including those arising from a credit rating downgrade, can potentially reduce the competitiveness of our financing business. There can be no assurance that we will be able to maintain our credit ratings, and any additional actual

or anticipated changes or downgrades in our credit ratings, including any announcement that our ratings are under review for a downgrade, may have a negative impact on our liquidity, capital position and access to capital markets and could affect the market value of the notes. Also, our credit ratings may not reflect the potential impact of risks related to the terms of the notes or other factors related to the value of the notes.

Following this offering of the notes, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, the Term Loan Facilities and the application of the net proceeds from the foregoing as described in “Use of Proceeds”, we will have a significant amount of indebtedness.

Our high degree of debt could have important consequences, including:

If new debt is added to our and our subsidiaries’ current debt levels, the related risks that we and they face would be increased, and we may not be able to meet all our debt obligations, including repayment of the notes, in whole or in part.

Our ability to make payments on, and to refinance, our debt and to fund planned capital expenditures will depend on our ability to generate cash in the future and our ability to borrow under our revolving credit facility to the extent of available borrowings. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. We could experience decreased revenues from our operations and could fail to generate sufficient cash to fund our liquidity needs or fail to satisfy the covenants and borrowing limitations to which we are subject under our debt instruments. We cannot assure you, however, that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under the revolving credit facility or otherwise in an amount sufficient to enable us to pay our debt or to fund our other liquidity needs. We may need to refinance all or a portion of our debt on or before the maturity thereof. We cannot assure you that we will be able to refinance any of our debt on commercially reasonable terms or at all. If we cannot service our debt, we may have to take actions such as selling assets, selling equity or reducing or delaying capital expenditures, strategic acquisitions, investments and alliances. We cannot assure you that any such actions, if necessary, could be effected on commercially reasonable terms or at all.

Any default under the agreements governing our debt, including a default under our revolving credit facility or, if consummated, the Term Loan Facilities, that is not waived by the required lenders or holders of such debt, and the remedies sought by the holders of such debt could prevent us from paying principal and interest on the notes and substantially decrease the market value of the notes. If we are unable to generate sufficient cash flow or are otherwise unable to obtain funds necessary to meet required payments or principal and interest on our debt, or if we otherwise fail to comply with the various covenants in the agreements governing our debt, including the covenants contained in our revolving credit facility or, if consummated, in the Term Loan Facilities, we would be in default under the terms of the agreements governing such debt.

Under the indenture that will govern the notes, upon the occurrence of a Change of Control Repurchase Event in respect of a series of notes, we will be required to offer to repurchase all outstanding notes of such series at 101% of the principal amount thereof plus accrued and unpaid interest to the date of repurchase. However, we may not have sufficient funds at the time of the Change of Control Repurchase Event to make the required repurchase of such series of notes. Our failure to make or complete a change of control offer would place us in default under the indenture that will govern the notes. However, we cannot assure you that we would be able to repay such debt at such time.

We have the right to redeem some or all of the notes prior to maturity. We may redeem the notes at times when prevailing interest rates may be relatively low. Accordingly, you may not be able to reinvest the redemption proceeds in comparable securities at effective interest rates as high as those of the notes.

Our ability to consummate the Juniper Acquisition is subject to various closing conditions, many of which are beyond our control, and we may not be able to consummate the Juniper Acquisition prior to the special mandatory redemption trigger date (as defined herein), or at all. If (x) the consummation of the Juniper Acquisition does not occur on or before the later of (i) the date that is five business days after October 9, 2025 and (ii) the date that is five business days after any later date to which we and Juniper may agree to extend the “End Date” in the Merger Agreement or (y) we notify the Trustee that we will not pursue the consummation of the Juniper Acquisition, we will be required to redeem the mandatorily redeemable notes at a redemption price equal to 101% of the aggregate principal amount of the mandatorily redeemable notes, plus accrued and unpaid interest, if any, to, but excluding the special mandatory redemption date.

There is no escrow account for or security interest in the proceeds of this offering for the benefit of holders of the notes subject to the special mandatory redemption provisions, and such holders will therefore be subject to the risk that we may not have or be able to obtain all the funds necessary to redeem the mandatorily redeemable notes. This could be the case, for example, if we commence a bankruptcy or reorganization case, or such a case is commenced against us, before we redeem the mandatorily redeemable notes.

In addition, even if we are able to redeem the mandatorily redeemable notes pursuant to the special mandatory redemption provisions you may not obtain your expected return on the mandatorily redeemable notes and may not be able to reinvest the proceeds from a special mandatory redemption in an investment that results in a comparable return. Your decision to invest in the mandatorily redeemable notes is made at the time of the offering of the mandatorily redeemable notes, and you will have no right to opt out of the special mandatory redemption provisions of those notes. You will have no rights under the special mandatory redemption provisions as long as the Juniper Acquisition is consummated on or prior to the dates described above, nor will you have any right to require us to repurchase your mandatorily redeemable notes if, between the closing of this offering and the closing of the Juniper Acquisition, we experience any changes in our business or financial condition, or if the terms of the Juniper Acquisition or the financing thereof change.

For a description of the special redemption provisions, see “Description of the Notes—Redemption—Special Mandatory Redemption.”

Although we will be required under the indenture to make an offer to repurchase the notes upon the occurrence of a Change of Control Repurchase Event, the term “Change of Control Repurchase Event” is limited in its scope and does not include all change of control events that might affect the market value of the notes.

The definition of “Change of Control” includes a phrase relating to the direct or indirect sale, transfer, conveyance or other disposition of “all or substantially all” of our and our subsidiaries’ assets, taken as a whole,

to another person. The phrase “all or substantially all,” as used with respect to our assets in the definition of “Change of Control,” is subject to interpretation under applicable state law, and its applicability in a given instance would depend upon the facts and circumstances. There is a limited body of case law interpreting the phrase “all or substantially all,” and there is no precise established definition of the phrase under applicable law. Accordingly, the applicability of the requirement that we offer to repurchase the notes as a result of a direct or indirect sale, transfer, conveyance or other disposition of less than all of our and our subsidiaries’ assets, taken as a whole, to another person may be uncertain.

In the future, we could enter into certain transactions, including acquisitions, refinancings or other recapitalizations, or the sale of us to a holding company that does not have a majority stockholder, that may not, under the indenture, constitute a Change of Control that would require us to repurchase the notes, even though those transactions could increase the level of our indebtedness or otherwise adversely affect our capital structure, credit ratings or the value of the notes.

Even if a Change of Control occurs, we will be required under the indenture to make an offer to repurchase the notes only if, as a result of such Change of Control, the ratings of the notes are lowered below investment grade and the rating agencies assigning such lowered ratings announce or publicly confirm that such lowering was the result of the Change of Control. See “Description of the Notes—Repurchase at the Option of Holders on Certain Changes of Control.”

The consummation of this offering and the consummation of the Concurrent Preferred Offering are not contingent upon one another, and we cannot assure you that the Concurrent Preferred Offering will be completed on the terms described herein, if at all. Accordingly, if you decide to purchase notes in this offering, you should be willing to do so whether or not we complete the Concurrent Preferred Offering. This prospectus supplement is not an offer to sell or a solicitation of an offer to buy any shares of preferred stock being offered in the Concurrent Preferred Offering.

If the Juniper Acquisition is consummated, we intend to use a portion of the net proceeds from this offering to fund the consideration for the Juniper Acquisition and to pay related fees and expenses. See “Use of Proceeds.” However, this offering is not conditioned upon consummation of the Juniper Acquisition. Because the Juniper Acquisition is subject to the satisfaction or waiver of certain conditions, we cannot assure you that the Juniper Acquisition will be consummated in the anticipated timeframe or at all.

Because this offering is not conditioned upon the completion of the Juniper Acquisition, upon the closing of this offering, you will become a holder of the notes regardless of whether the Juniper Acquisition is completed at such time. Furthermore, the 2026 notes and the 2027 notes are not subject to a special mandatory redemption in the event that the Juniper Acquisition is delayed beyond the special mandatory redemption trigger date or is terminated. If you decide to purchase the 2026 notes or the 2027 notes in this offering, you should be willing to do so whether or not the Juniper Acquisition is consummated.

Consummation of the Juniper Acquisition is subject to the satisfaction or waiver of certain conditions, including, but not limited to, (i) the adoption of the Merger Agreement by the affirmative vote of the holders of at least a majority of the outstanding shares of Juniper Common Stock entitled to vote thereon, which was obtained on April 2, 2024; (ii) the absence of any injunction, order or law preventing, prohibiting or making illegal the consummation of the Juniper Acquisition; (iii) the expiration or termination of the waiting period applicable to the Juniper Acquisition under the HSR Act, and the receipt of all other required approvals, consents or clearances under specified foreign antitrust laws and foreign investment laws without imposition of a Burdensome Condition (as defined in the Merger Agreement); (iv) the accuracy of the parties’ representations and warranties in the Merger Agreement, subject to specified materiality qualifications; (v) compliance by the parties with their

respective covenants in the Merger Agreement in all material respects; and (vi) in the case of the obligations of HPE and Merger Sub to effect the Juniper Acquisition, the absence of a material adverse effect with respect to Juniper that is continuing as of the closing. There can be no assurance that all of these or other closing conditions will be satisfied in a timely manner or at all. Any delay in completing the Juniper Acquisition could cause us not to realize some or all of the anticipated benefits when expected, if at all. If the Juniper Acquisition is not completed, we may suffer consequences that could adversely affect our business and results of operations, including incurring significant acquisition costs that we would be unable to recover, negative publicity, and a negative impression of us in the investment community. Furthermore, under certain specified circumstances, including the termination of the Merger Agreement by either us or Juniper because certain required regulatory clearances are not obtained or the terms of the Merger Agreement are materially breached by us, upon termination we would be required to pay Juniper a termination fee of $815 million.

There can be no assurance that we will realize any of the significant benefits that we expect to result from the Juniper Acquisition, or realize them within the anticipated timeframe. Achieving these benefits will depend, in part, on our ability to integrate Juniper’s business successfully and efficiently. The challenges involved in this integration, which will be complex and time-consuming, include the following:

If we do not successfully manage these issues and the other challenges inherent in integrating an acquired business, then we may not achieve the anticipated benefits of the Juniper Acquisition on our anticipated timeframe or at all, and our revenue, expenses, operating results and financial condition could be materially adversely affected. The successful integration of Juniper will require significant management attention both before and after the completion of the Juniper Acquisition, and may divert the attention of management from our business and operational issues.

HPE and Juniper have no prior history as a combined company and their assets and operations have not been managed on a combined basis. As a result, the unaudited pro forma condensed combined financial information included in, and incorporated by reference into, this prospectus supplement, which was prepared in accordance with Article 11 of Regulation S-X, and the historical financial statements of the HPE and Juniper businesses are presented for informational purposes only and are not necessarily indicative of the financial position or results of operations that would have actually occurred had the Juniper Acquisition and related financings been completed at or as of the dates indicated, nor is such unaudited pro forma condensed combined financial information indicative of the future operating results or financial position of the combined company if the Juniper Acquisition and related financings are consummated.

The unaudited pro forma condensed combined financial information does not reflect future changes or future events resulting from the Juniper Acquisition that may occur, including restructuring activities or other costs related to the integration of the HPE and Juniper businesses, and does not consider potential impacts of current market conditions on revenues, expense efficiencies or asset dispositions. The unaudited pro forma condensed combined financial information included in, and incorporated by reference into, this prospectus supplement is

based in part on certain assumptions regarding the Juniper Acquisition. HPE believes the assumptions underlying such unaudited pro forma condensed combined financial information are reasonable under the circumstances, however, such assumptions and estimates are preliminary and may not prove to be accurate over time. In addition, if and to the extent there are any further changes in market conditions affecting the financings, including the results of this offering or the Concurrent Preferred Offering, then the pro forma condensed combined financial information and the future operating results or financial position of the combined company may be impacted, and such impact may be material. HPE has no obligation to update the pro forma condensed financial information included in, and incorporated by reference into, this prospectus supplement for any subsequent event and may not do so.

As a result, investors should not place any undue reliance on the unaudited pro forma condensed combined financial information, and our actual results following the completion of the Juniper Acquisition and related financings may differ from those that are anticipated therein.

This prospectus supplement includes certain combined company financial information that is based on historical financial information prepared by HPE and Juniper. This combined company financial information has not been prepared in accordance with Article 11 of Regulation S-X and does not give effect to the pro forma adjustments that might be required in connection with the preparation of pro forma financial information in accordance with Article 11 of Regulation S-X. As a result, the combined company financial information presented in this prospectus supplement could materially differ from financial information determined in accordance with Article 11 of Regulation S-X and is not indicative of what the combined company’s performance would have been had HPE and Juniper been a combined company for the periods presented. In addition, the combined company financial information does not reflect future changes or future events resulting from the Juniper Acquisition that may occur, including restructuring activities or other costs related to the integration of the HPE and Juniper businesses, and does not consider potential impacts of current market conditions on revenues, expense efficiencies or asset dispositions.

As a result, investors should not place any undue reliance on the combined company financial information. The combined company financial information is for informational purposes only and is not necessarily indicative of the financial position or results of operations that would have actually occurred had the Juniper Acquisition and related financings been completed as of the dates indicated, nor is such combined company financial information indicative of the future operating results or financial position of the combined company if the Juniper Acquisition and related financings are consummated.

We estimate that the net proceeds from this offering to us, after deducting the underwriting discounts and estimated offering expenses payable by us, will be approximately $8.895 billion. Absent a special mandatory redemption, we intend to use the net proceeds from this offering to fund all or a portion of the consideration for the Juniper Acquisition, to pay related fees and expenses, and, if any proceeds remain thereafter, for other general corporate purposes, which may include, among other uses, repaying certain indebtedness of HPE, Juniper and their respective subsidiaries. Prior to the consummation of the Juniper Acquisition, such net proceeds will not be deposited in an escrow account, and you will not receive a security interest in such net proceeds. In the event of a special mandatory redemption, the net proceeds of the 2026 notes and the 2027 notes, which are not subject to the special mandatory redemption, will be used for general corporate purposes, which may include, among other uses, repaying certain indebtedness of HPE and its subsidiaries.

Our management will retain broad discretion as to the allocation of the net proceeds from this offering. Until we use the net proceeds from this offering, we may invest the net proceeds from this offering in short term, interest bearing investments.

On January 9, 2024, Hewlett Packard Enterprise Company, a Delaware corporation (“HPE” or the “Company”), Jasmine Acquisition Sub, Inc., a Delaware corporation (“Merger Sub”) and Juniper Networks, Inc., a Delaware corporation (“Juniper”) entered into the Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, Merger Sub will be merged with and into Juniper, with Juniper surviving as a wholly owned subsidiary of the Company (the “Merger”).

Juniper equity awards held by the Chief Executive Officer (“CEO”) and certain other executives will also generally be converted into new HPE equity awards, with 30% of the equity awards of the CEO of Juniper (the “Accelerated CEO Awards”) immediately vesting on the closing date of the Merger. Further, RSUs held by the non-employee members of Juniper’s board of directors shall vest in full and be cancelled and converted such that each member will receive an amount of cash equivalent to the number of outstanding RSU awards held by each member multiplied by the merger consideration of $40.00 per share. Additionally, as a part of the compensation arrangement post-Merger close, HPE will be issuing retention, time and performance based RSU awards to the CEO of Juniper. The retention and time-based performance awards are going to vest in three equal annual installments, whereas the performance-based awards will be linked to the operating profit goals for the Networking business unit and will vest after the completion of a three-year performance period.

Additionally, Juniper also maintains an Employee Stock Purchase Plan (the “ESPP”), which as a part of the Merger will be terminated immediately prior to the Merger and all accumulated contributions remaining in the ESPP will be refunded to such participants (i.e., Juniper employees).

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. The Company and Juniper have different fiscal years: the Company’s fiscal year ends on October 31, and Juniper’s fiscal year ends on December 31. The unaudited pro forma condensed combined financial information has been prepared utilizing period ends that differ by one fiscal quarter or less, as permitted by Rule 11-02 of Regulation S-X.

The unaudited pro forma condensed combined balance sheet gives effect to the Merger, and the Financing Transactions as if consummated as of July 31, 2024, and is derived from:

The unaudited pro forma condensed combined statement of operations for the year ended October 31, 2023, gives effect to the Merger and the Financing Transactions as if they had occurred on November 1, 2022, and is derived from:

The unaudited pro forma condensed combined statement of operations for the nine months ended July 31, 2024, gives effect to the Merger and the Financing Transaction as if they had occurred on November 1, 2022, and is derived from:

The unaudited pro forma condensed combined financial information has been prepared by the Company using the acquisition method of accounting in accordance with U.S. generally accepted accounting principles (“US GAAP”). The Company has been treated as the acquirer in the Merger for accounting purposes. The pro forma adjustments are based upon available information and certain assumptions that the Company believes are reasonable as of the date hereof. The unaudited pro forma condensed combined financial information is provided for illustrative and informational purposes only and does not purport to represent or be indicative of the consolidated results of operations or financial condition of the Company had the Merger been completed as of the dates presented and should not be construed as representative of the future consolidated results of operations or financial condition of the combined entity.

An updated determination of the fair value of Juniper’s assets acquired and liabilities assumed will be performed within one year of closing of the Merger. The final purchase price allocation may be materially different from the preliminary purchase consideration allocation presented in the unaudited pro forma condensed combined financial information. Any changes in the fair values of the net assets or total purchase consideration as compared with the information shown in the unaudited pro forma condensed combined financial information may change the amount of the total purchase price allocated to goodwill, and other assets and liabilities, which may impact the combined entity’s balance sheet and statement of operations. As a result of the foregoing, the pro forma adjustments are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed combined financial information. Differences between these preliminary estimates and the final acquisition accounting may arise, and these differences could have a material impact on the accompanying unaudited pro forma condensed combined financial information and the combined entity’s future results of operations and financial position.

The unaudited pro forma condensed combined financial information does not reflect any expected cost savings, operating synergies, or revenue enhancements that the combined entity may achieve as a result of the Merger or the costs necessary to achieve any such cost savings, operating synergies, or revenue enhancements.