Hewlett Packard Enterprise Company (NYSE: HPE) (“HPE”) today
announced the pricing of its previously announced public offering
(the “Offering”) of $1.35 billion (27 million shares) of Series C
Mandatory Convertible Preferred Stock of HPE (“Preferred Stock”),
in an underwritten registered public offering, at a price to the
public and a liquidation preference of $50.00 per share of
Preferred Stock. In addition, HPE granted to the underwriters in
the Offering a 30-day option to purchase up to an additional $150
million (3 million shares) of Preferred Stock to cover
over-allotments, if any.
The proceeds from the Offering will be approximately $1.32
billion (or approximately $1.46 billion if the underwriters
exercise their option to purchase additional shares) after
deducting the underwriting discount but before expenses. HPE
intends to use the net proceeds from the Offering to fund all or a
portion of the consideration for the previously announced pending
acquisition of Juniper Networks, Inc. (the “Juniper Acquisition”),
to pay related fees and expenses, and, if any proceeds remain
thereafter, for other general corporate purposes. The Offering is
expected to be consummated on or about September 13, 2024, subject
to certain customary closing conditions.
Unless earlier converted at the option of the holders or
redeemed at the option of HPE, each share of Preferred Stock will
automatically convert into a number of shares of common stock on or
around September 1, 2027, into between 2.5352 and 3.1056 shares of
common stock of the Company, par value $0.01 per share (“Common
Stock”), subject to customary anti-dilution adjustments, determined
based on the volume-weighted average price of the Common Stock over
the 20 consecutive trading day period beginning on, and including,
the 21st scheduled trading day prior to September 1, 2027.
Dividends on the Preferred Stock will be payable on a cumulative
basis when, as and if declared by HPE’s board of directors (or an
authorized committee thereof) at an annual rate of 7.625% on the
liquidation preference of $50 per share. HPE may pay declared
dividends in cash or, subject to certain limitations, in shares of
common stock or in any combination of cash and common stock on
March 1, June 1, September 1 and December 1 of each year,
commencing on December 1, 2024 and ending on, and including,
September 1, 2027. Currently, there is no public market for the
Preferred Stock. HPE has applied to list the Preferred Stock on the
New York Stock Exchange under the symbol “HPEPrC.”
This press release is for informational purposes only and does
not constitute an offer to sell or a solicitation of an offer to
buy the Preferred Stock. No offer, solicitation, or sale will be
made in any jurisdiction in which such an offer, solicitation or
sale would be unlawful. Any offers of Preferred Stock will be made
only by means of a prospectus supplement relating to the Offering
and the accompanying base prospectus.
Citigroup, J.P. Morgan, and Mizuho are acting as joint
book-running managers for the Offering. HPE has filed a shelf
registration statement (including a base prospectus and related
preliminary prospectus supplement) with the Securities and Exchange
Commission (the “SEC”) for the Offering. Before you invest, you
should read the preliminary prospectus supplement, the accompanying
prospectus, and the other documents that HPE has filed or will file
with the SEC for more complete information about HPE and the
Offering. You may get these documents for free by visiting EDGAR on
the SEC web site at www.sec.gov. Alternatively, HPE, the
underwriters, or any dealer participating in the Offering will
arrange to send you the preliminary prospectus supplement and the
accompanying prospectus if you request them by contacting Citigroup
Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long
Island Avenue, Edgewood, NY 11717, by telephone at 1-800-831-9146,
J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions,
1155 Long Island Avenue, Edgewood, NY 11717 or by email at
prospectus-eq_fi@jpmchase.com and
postsalemanualrequests@broadridge.com, or Mizuho Securities USA
LLC, Attention: U.S. ECM Desk, 1271 Avenue of the Americas, New
York, NY 10020, by telephone at (212) 205-7602 or by email at
US-ECM@mizuhogroup.com.
About Hewlett Packard Enterprise
Hewlett Packard Enterprise (NYSE: HPE) is the global
edge-to-cloud company that helps organizations accelerate outcomes
by unlocking value from all of their data, everywhere. Built on
decades of reimagining the future and innovating to advance the way
people live and work, HPE delivers unique, open and intelligent
technology solutions as a service. With offerings spanning Cloud
Services, Compute, High Performance Computing & AI, Intelligent
Edge, Software, and Storage, HPE provides a consistent experience
across all clouds and edges, helping customers develop new business
models, engage in new ways, and increase operational
performance.
Forward-Looking Statements
This press release 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 HPE
and its consolidated subsidiaries 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 any anticipated financial
or operational benefits associated with the segment realignment
that became effective as of the beginning of the first quarter of
fiscal 2024; any projections, estimations or expectations of
addressable markets and their sizes, revenue (including annualized
revenue run-rate), margins, expenses (including stock-based
compensation expenses), investments, effective tax rates, interest
rates, the impact of tax law changes and related guidance and
regulations, net earnings, net earnings per share, cash flows,
liquidity and capital resources, inventory, goodwill, impairment
charges, hedges and derivatives and related offsets, order backlog,
benefit plan funding, deferred tax assets, share repurchases,
currency exchange rates, repayments of debts including our
asset-backed debt securities, or other financial items; recent
amendments to accounting guidance and any potential impacts on our
financial reporting therefrom; any projections or estimations of
future orders, including as-a-service orders; any statements of the
plans, strategies, and objectives of management for future
operations, as well as the execution and consummation of corporate
transactions or contemplated acquisitions (including but not
limited to our proposed acquisition of Juniper Networks, Inc.) and
dispositions (including but not limited to the disposition of H3C
shares and the receipt of proceeds therefrom), research and
development expenditures, and any resulting benefit, cost savings,
charges, or revenue or profitability improvements; any statements
concerning the expected development, performance, market share, or
competitive performance relating to products or services; any
statements concerning technological and market trends, the pace of
technological innovation, and adoption of new technologies,
including artificial intelligence-related and other products and
services offered by HPE; any statements regarding current or future
macroeconomic trends or events and the impacts of those trends and
events on HPE and our financial performance, including but not
limited to supply chain, demand for our products and services, and
access to liquidity, and our actions to mitigate such impacts on
our business; the scope and duration of outbreaks, epidemics,
pandemics, or public health crises, the ongoing conflicts between
Russia and Ukraine and in the Middle East, and the relationship
between China and the U.S., and our actions in response thereto,
and their impacts on our business, operations, liquidity and
capital resources, employees, customers, partners, supply chain,
financial results, and the world economy; any statements regarding
future regulatory trends and the resulting legal and reputational
exposure, including but not limited to those relating to
environmental, social, governance, cybersecurity, data privacy, and
artificial intelligence issues, among others; any statements
regarding pending investigations, claims, or disputes; any
statements of expectation or belief, including those relating to
future guidance and the financial performance of HPE; and any
statements of assumptions underlying any of the foregoing. Risks,
uncertainties, and assumptions include the need to address the many
challenges facing HPE’s businesses; the competitive pressures faced
by HPE’s businesses; risks associated with executing HPE’s
strategy; the impact of macroeconomic and geopolitical trends and
events, including but not limited to supply chain constraints, the
use and development of artificial intelligence, the inflationary
environment (though easing), the ongoing conflicts between Russia
and Ukraine and in the Middle East, and the relationship between
China and the U.S.; the need to effectively manage third-party
suppliers and distribute HPE’s products and services; the
protection of HPE’s intellectual property assets, including
intellectual property licensed from third parties and intellectual
property shared with its former parent; risks associated with HPE’s
international operations (including from public health crises, such
as pandemics or epidemics, and geopolitical events, such as those
mentioned above); 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 of HPE’s transformation and mix shift of its
portfolio of offerings; the execution and performance of contracts
by HPE and its suppliers, customers, clients, and partners,
including any impact thereon resulting from macroeconomic or
geopolitical events, such as those mentioned above; the prospect of
a shutdown of the U.S. federal government; the hiring and retention
of key employees; the execution, integration, consummation and
other risks associated with business combination, disposition and
investment transactions, including but not limited to the risks
associated with the disposition of H3C shares and the receipt of
proceeds therefrom and completion of our proposed acquisition of
Juniper Networks, Inc. and our ability to integrate and implement
our plans, forecasts, and other expectations with respect to the
consolidated business; the impact of changes to privacy,
cybersecurity, environmental, global trade, and other governmental
regulations; 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; impact of company policies and related compliance;
utility of segment realignments; allowances for recovery of
receivables and warranty obligations; provisions for, and
resolution of, pending investigations, claims, and disputes; the
impacts of tax law changes and related guidance or regulations; and
other risks that are described herein, including but not limited to
the risks described in HPE’s Annual Report on Form 10-K for the
fiscal year ended October 31, 2023, Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K, and in other filings made by HPE from
time to time with the Securities and Exchange Commission. HPE
assumes no obligation and does not intend to update these
forward-looking statements, except as required by applicable
law.
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version on businesswire.com: https://www.businesswire.com/news/home/20240910136661/en/
Media Contact: Laura Keller laura.keller@hpe.com
Investor Contact: Paul Glaser
investor.relations@hpe.com
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