Attached files
| file | filename |
|---|---|
| EX-4.2 - EX-4.2 - Hewlett Packard Enterprise Co | d435075dex42.htm |
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)
| DELAWARE | 001-37483 | 47-3298624 | ||
| (State or other jurisdiction of incorporation)
|
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 3000 HANOVER STREET, PALO ALTO, CA | 94304 | |||
| (Address of principal executive offices) | (Zip code) |
(650) 687-5817
(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)) |
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. |
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
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 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.
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 Enterprise’s businesses; the competitive pressures faced by Hewlett Packard Enterprise’s businesses; risks associated with executing Hewlett Packard Enterprise’s 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 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, 2016 and Hewlett Packard Enterprise’s 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 | Financial Statements and Exhibits. |
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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.
| HEWLETT PACKARD ENTERPRISE COMPANY | ||||
| DATE: September 20, 2017 | By: | /s/ Rishi Varma | ||
| Name: | Rishi Varma | |||
| Title: | Senior Vice President, Deputy General Counsel and Assistant Secretary | |||