Hewlett Packard Enterprise (HPE) Prices $1.35B Preferred Stock Offering

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 [email protected] and [email protected], 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 [email protected].

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