Current Report Filing (8-k)
September 20 2017 - 4:32PM
Edgar (US Regulatory)
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
September 20, 2017
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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3000 HANOVER STREET, PALO ALTO, CA
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94304
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(Address of principal executive offices)
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(Zip code)
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(650)
687-5817
(Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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 2.03
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Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement of a Registrant.
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On September 20, 2017, Hewlett Packard Enterprise Company (Hewlett Packard Enterprise) completed its previously announced
offering of $1,100,000,000 aggregate principal amount of 2.100% notes due 2019 (the Notes). Hewlett Packard Enterprise intends to use the net proceeds to fund the repayment of the $750 million outstanding principal amount of its
2.450% notes due 2017, the repayment of the $350 million outstanding principal amount of its floating rate notes due 2017, and for general corporate purposes, which may include pursuing various mergers and acquisitions.
The Notes are Hewlett Packard Enterprises senior unsecured obligations and rank equally in right of payment with all of Hewlett Packard
Enterprises existing and future senior unsecured indebtedness.
In connection with the issuance of the Notes, on September 20,
2017, Hewlett Packard Enterprise entered into the tenth supplemental indenture (the Supplemental Indenture) 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 Indenture and the Supplemental Indenture including the form of Note attached thereto are filed as Exhibits 4.1 and 4.2 to this Current Report and are
incorporated herein by reference.
The Notes have not been registered and will not be registered under the Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
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 may differ materially from those expressed or implied by such forward-looking statements and assumptions. All statements other than statements of historical
fact are statements that could be deemed forward-looking statements, including any statements regarding the Notes offering, statements of the plans, strategies and objectives of Hewlett Packard Enterprise for future operations 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 Enterprises businesses; the competitive pressures faced by Hewlett Packard
Enterprises businesses; risks associated with executing Hewlett Packard Enterprises strategy; 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 and partners; integration and other risks associated with business combination and investment
transactions; and other risks that are described in Hewlett Packard Enterprises filings with the Securities and Exchange Commission, including but not limited to the risks described in Hewlett Packard Enterprises Annual Report on Form
10-K
for the fiscal year ended October 31, 2016 and Hewlett Packard Enterprises Quarterly Reports on Form
10-Q
for the fiscal quarters ended January 31,
April 30 and July 31, 2017. Hewlett Packard Enterprise assumes no obligation and does not intend to update these forward-looking statements.
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Item 9.01
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Financial Statements and Exhibits.
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Exhibit
Number
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Description
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4.1
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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 Enterprises Current Report on Form
8-K
filed with the SEC on October 13, 2015).
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4.2
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Tenth Supplemental Indenture, dated as of September
20, 2017, between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Hewlett Packard Enterprise Companys 2.100% notes due 2019.
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3
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: September 20, 2017
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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, Deputy General Counsel and Assistant Secretary
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