Hewlett Packard Enterprise Announces Pricing of Public Offering of Mandatory Convertible Preferred Stock

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.”