On September 11, 2017, Hewlett Packard Enterprise Company (Hewlett Packard
Enterprise) announced the pricing of $1.1 billion in aggregate principal amount of 2.100% notes due 2019 (the Notes). The Notes will be Hewlett Packard Enterprises senior unsecured obligations and will 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,
Hewlett Packard Enterprise entered into a Purchase Agreement dated September 11, 2017, among Hewlett Packard Enterprise, as issuer, and the representatives of the several initial purchasers named in the Purchase Agreement (the Initial
Purchasers), pursuant to which Hewlett Packard Enterprise agreed to issue and sell the Notes to the Initial Purchasers.
In connection with the
issuance of the Notes, Hewlett Packard Enterprise will enter into a supplemental indenture to 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
(together, the Indenture). The Notes will be subject to certain customary covenants, including limitations on Hewlett Packard Enterprises ability, with significant exceptions, (i) to incur debt secured by liens; (ii) to
engage in certain sale and leaseback transactions; and (iii) to consolidate, merge, convey or transfer its assets substantially as an entirety. In addition, pursuant to a customary change of control covenant, upon a change of control repurchase
event, Hewlett Packard Enterprise will be required to make an offer to repurchase the Notes at a price equal to 101% of the aggregate principal amount of such Notes, plus any accrued and unpaid interest to the date of repurchase.
The issuance of the Notes is expected to close on September 20, 2017, subject to customary closing conditions.
A copy of the press release announcing the pricing of the Notes is hereby incorporated by reference and attached hereto as Exhibit 99.1.
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 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. Other important factors that could cause the statements made in this document or the actual results of operations or financial condition of Hewlett Packard Enterprise to differ include, without limitation, that the
Notes offering is subject to market conditions and a number of other conditions and approvals and the final terms may vary substantially as a result of market and other conditions. There can be no assurance that the Notes offering will be completed
as described herein or at all. 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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