Hewlett Packard Enterprise (HPE) Completes Notes Offering; Approves $3B Common Stock Buyback

Hewlett Packard Enterprise (NYSE: HPE) disclosed the following on Tuesday morning:

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On October 9, 2015, Hewlett Packard Enterprise Company (“Hewlett Packard Enterprise”) completed its previously announced offering of $2,250,000,000 aggregate principal amount of 2.450% notes due 2017, $2,650,000,000 aggregate principal amount of 2.850% notes due 2018, $3,000,000,000 aggregate principal amount of 3.600% notes due 2020, $1,350,000,000 aggregate principal amount of 4.400% notes due 2022, $2,500,000,000 aggregate principal amount of 4.900% notes due 2025, $750,000,000 aggregate principal amount of 6.200% notes due 2035, $1,500,000,000 aggregate principal amount of 6.350% notes due 2045, $350,000,000 aggregate principal amount of floating rate notes due 2017 and $250,000,000 aggregate principal amount of floating rate notes due 2018 (collectively, the “Notes”). Hewlett Packard Enterprise distributed the approximately $14.53 billion of net proceeds from the Notes offering to Hewlett-Packard Company (“HP Co.”), the current parent company of Hewlett Packard Enterprise. HP Co. intends to use the net proceeds distributed to it to fund repurchases and redemptions of its outstanding senior notes, and to repay other indebtedness, to facilitate the separation of Hewlett Packard Enterprise from HP Co.

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. The Notes are initially guaranteed on a senior unsecured basis (the “Downstream Parent Guarantee”) by HP Co. The Downstream Parent Guarantee will automatically and unconditionally be released at such time as (i) HP Co. no longer owns any equity securities of Hewlett Packard Enterprise, including upon HP Co.’s distribution of all of the outstanding shares of Hewlett Packard Enterprise common stock to HP Co.’s shareholders in connection with the previously announced separation of Hewlett Packard Enterprise from HP Co. (the “Distribution”), and (ii) beneficial ownership of substantially all of the assets intended to be included in Hewlett Packard Enterprise has been transferred to Hewlett Packard Enterprise. If the Distribution has not been completed on or before February 1, 2016 or, if prior to such date, HP Co. has abandoned the Distribution, then Hewlett Packard Enterprise has agreed to guarantee each series of HP Co.’s then outstanding senior unsecured notes as well as the obligations of HP Co. under the applicable indentures governing such notes (the “Upstream Guarantee”).

In connection with the issuance of the Notes, on October 9, 2015, Hewlett Packard Enterprise entered into an indenture (the “Indenture”), as supplemented by the first, second, third, fourth, fifth, sixth, seventh, eighth and ninth supplemental indentures thereto, each dated as of October 9, 2015 (each, a “Supplemental Indenture”), with The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), and HP Co. entered into a guarantee agreement (the “Guarantee Agreement”) with the Trustee and Hewlett Packard Enterprise, pursuant to which HP Co. provides the Downstream Parent Guarantee. Copies of the Indenture, each Supplemental Indenture including the form of Note for the applicable series of Notes attached thereto and the Guarantee Agreement are filed as Exhibits 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10 and 4.11 to this Current Report and are incorporated herein by reference.

In addition, Hewlett Packard Enterprise and HP Co. entered into a registration rights agreement dated as of October 9, 2015 (the “Registration Rights Agreement”), with the representatives of the initial purchasers of the Notes, which sets forth, among other things, Hewlett Packard Enterprise’s and HP Co.’s obligations to register the Notes and the Downstream Parent Guarantee under the Securities Act of 1933, as amended (the “Securities Act”), within 365 days of October 9, 2015. A copy of the Registration Rights Agreement is filed as Exhibit 4.12 to this Current Report and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On October 13, 2015, Hewlett Packard Enterprise announced that its Board of Directors has approved a $3 billion share repurchase program. The program does not have an expiration date.

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