Hewlett Packard Enterprise announces proposed public offering of mandatory convertible preferred stock
HOUSTON – September 9, 2024 – Hewlett Packard Enterprise Company (NYSE: HPE) (“HPE”) today announced that, subject to market and other conditions, it has commenced an 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. In addition, HPE expects to grant 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. 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.
Each share of Preferred Stock will have a liquidation preference of $50.00 per share. 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, based on the applicable conversion rate. The conversion rates, dividend rate, and the other terms of the Preferred Stock will be determined at the time of pricing. HPE will have the right (but not the obligation) to redeem all, but not less than all, of the Preferred Stock if the Juniper Acquisition is not completed within a specified period of time. Currently, there is no public market for the Preferred Stock. HPE intends to apply 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 will act 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.