10/09/2024 | Press release | Distributed by Public on 10/09/2024 12:51
TABLE OF CONTENTS
Price to Public(1)
|
Underwriting
Discount
|
Proceeds,
Before
Expenses, to
Hewlett
Packard
Enterprise
|
|||||||
Per floating rate note
|
%
|
%
|
%
|
||||||
floating rate notes total
|
$
|
$
|
$
|
||||||
Per 20 note
|
%
|
%
|
%
|
||||||
20 notes total
|
$
|
$
|
$
|
||||||
Per 20 note
|
%
|
%
|
%
|
||||||
20 notes total
|
$
|
$
|
$
|
||||||
Per 20 note
|
%
|
%
|
%
|
||||||
20 notes total
|
$
|
$
|
$
|
||||||
Per 20 note
|
%
|
%
|
%
|
||||||
20 notes total
|
$
|
$
|
$
|
||||||
Per 20 note
|
%
|
%
|
%
|
||||||
20 notes total
|
$
|
$
|
$
|
||||||
Per 20 note
|
%
|
%
|
%
|
||||||
20 notes total
|
$
|
$
|
$
|
||||||
Total
|
$
|
$
|
$
|
||||||
(1)
|
Plus accrued interest, if any, from , 2024 if settlement occurs after that date.
|
Citigroup
|
J.P. Morgan
|
Mizuho
|
||||
TABLE OF CONTENTS
Page
|
|||
About This Prospectus Supplement
|
S-1
|
||
Non-GAAP Financial Measures
|
S-2
|
||
Forward-Looking Statements
|
S-3
|
||
Summary
|
S-5
|
||
Summary Financial Information
|
S-10
|
||
The Offering
|
S-13
|
||
Risk Factors
|
S-17
|
||
Use of Proceeds
|
S-26
|
||
Unaudited Pro Forma Condensed Combined Financial Information
|
S-27
|
||
Description of the Notes
|
S-51
|
||
Certain United States Federal Income Tax Considerations
|
S-70
|
||
Certain ERISA Considerations
|
S-74
|
||
Underwriting
|
S-76
|
||
Validity of the Notes
|
S-81
|
||
Experts
|
S-81
|
||
Where You Can Find More Information
|
S-81
|
||
Information Incorporated by Reference
|
S-82
|
||
Page
|
|||
About this Prospectus
|
1
|
||
About the Company
|
1
|
||
Forward-Looking Statements
|
2
|
||
Use of Proceeds
|
3
|
||
Description of the Debt Securities
|
4
|
||
Description of Capital Stock
|
12
|
||
Description of Other Securities
|
14
|
||
Plan of Distribution
|
15
|
||
Validity of the Securities
|
16
|
||
Experts
|
16
|
||
Where You Can Find More Information
|
16
|
||
Information Incorporated by Reference
|
17
|
||
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
•
|
any anticipated financial or operational benefits associated with the segment realignment that became effective as of the beginning of the first quarter of fiscal year 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 and anticipated synergies thereto (including but not limited to our proposed acquisition of Juniper) 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 Hewlett Packard Enterprise;
|
•
|
any statements regarding current or future macroeconomic trends or events and the impacts of those trends and events on Hewlett Packard Enterprise 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 Hewlett Packard Enterprise; and
|
•
|
any statements of assumptions underlying any of the foregoing.
|
TABLE OF CONTENTS
•
|
the competitive pressures faced by Hewlett Packard Enterprise's businesses;
|
•
|
risks associated with executing Hewlett Packard Enterprise'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 Hewlett Packard Enterprise's products and services;
|
•
|
the protection of Hewlett Packard Enterprise's intellectual property assets, including intellectual property licensed from third parties and intellectual property shared with its former parent;
|
•
|
risks associated with Hewlett Packard Enterprise'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 Hewlett Packard Enterprise's transformation and mix shift of its portfolio of offerings;
|
•
|
the execution and performance of contracts by Hewlett Packard Enterprise 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 in "Risk Factors" on page S-17 of this prospectus supplement and in our other filings with the SEC, including but not limited to the risks described under the caption "Risk Factors" contained in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended October 31, 2023 and under the caption "Risk Factors" contained in Part II, Item 1A of our Quarterly Reports on Form 10-Q for the fiscal quarters ended January 31, 2024, April 30, 2024 and July 31, 2024, and in other filings made by us from time to time with the SEC or in materials incorporated herein or therein.
|
TABLE OF CONTENTS
•
|
Server. This segment consists of general-purpose servers for multi-workload computing and workload-optimized servers to deliver the best performance and value for demanding applications and integrated systems comprised of software and hardware designed to address High-Performance Computing and Supercomputing (including exascale applications), Artificial Intelligence ("AI"), Data Analytics, and Transaction Processing workloads for government and commercial customers globally. This portfolio of products includes our secure and versatile HPE ProLiant Rack and Tower servers; HPE Synergy, a composable infrastructure for traditional and cloud-native applications; HPE Scale Up Servers product lines for critical applications, including large enterprise software applications and data analytics platforms; HPE Edgeline servers; HPE Cray EX; HPE Cray XD (formerly known as HPE Apollo); and HPE NonStop. Server offerings also include operational and support services sold with systems and as standalone services.
|
•
|
Hybrid Cloud. This segment offers a wide variety of cloud-native and hybrid solutions across storage, private cloud and the infrastructure software-as-a-service space. Storage includes data storage and data management offerings with the HPE Alletra Storage portfolio; unstructured data solutions and analytics for AI; data protection and archiving; and storage networking. It also includes AIOps-driven intelligence with HPE InfoSight and HPE CloudPhysics. In private cloud, our HPE GreenLake offerings include new cloud-native offerings and capabilities for virtual machines, containers, and bare metal; a full suite of private cloud offerings that enable customers to self-manage or choose a fully managed experience; and a portfolio of world-class AI infrastructure delivered as-a-service. This segment also provides self-service private cloud on-demand with HPE GreenLake for Private Cloud Business Edition. Infrastructure software includes monitoring and observability for day two operations and beyond through our acquisition of OpsRamp and unified data access through our HPE Ezmeral Data Fabric and analytics suite, which helps move and transform data for use in AI and other applications. Hybrid Cloud segment also includes data lifecycle management and protection through our suite of offerings, including Zerto Disaster Recovery.
|
•
|
Intelligent Edge. Our Intelligent Edge business offers wired and wireless local area networks, campus, branch, and data center switching, software-defined wide-area networks, private and public cellular network software, network security, and associated services that enable secure connectivity for businesses of any size. The HPE Aruba Networking product portfolio includes hardware products such as Wi-Fi access points, switches, and gateways. The HPE Aruba Networking software and services portfolio includes cloud-based management, network management, network access control, software-defined wide-area networking, network security, analytics and assurance, location services software, private and public cellular core software, and professional and support services, as well as as-a-service and consumption models through the HPE GreenLake edge-to-cloud platform for the Intelligent Edge portfolio of products. Intelligent Edge offerings are consolidated in the edge service platform, which takes a cloud-native approach that provides customers with a unified framework to
|
TABLE OF CONTENTS
•
|
Financial Services. HPE's Financial Services provides flexible investment solutions, such as leasing, financing, IT consumption, utility programs, and asset management services for customers that facilitate unique technology deployment models and the acquisition of complete IT solutions, including hardware, software, and services from Hewlett Packard Enterprise and others. Financial Services also supports financial solutions for on-premise flexible consumption models, such as our HPE GreenLake edge-to-cloud platform.
|
•
|
Corporate Investments and Other. This segment includes (i) the Advisory and Professional Services business, which primarily offers consultative-led services, HPE and partner technology expertise and advice, implementation services, and complex solution engagement capabilities; (ii) the Communications and Media Solutions business, which primarily offers software and related services to the telecommunications industry; and (iii) Hewlett Packard Labs, which is responsible for research and development.
|
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
For the fiscal years ended October 31,
|
|||||||||
In millions
|
2023
|
2022
|
2021
|
||||||
Net Earnings
|
$2,025
|
$868
|
$3,427
|
||||||
Provision for taxes
|
205
|
8
|
160
|
||||||
Earnings from equity interests
|
(245)
|
(215)
|
(180)
|
||||||
Litigation judgement
|
-
|
-
|
(2,351)
|
||||||
Interest and other, net
|
104
|
121
|
76
|
||||||
Depreciation
|
2,328
|
2,187
|
2,243
|
||||||
Amortization of intangible assets
|
288
|
293
|
354
|
||||||
Amortization of initial direct costs
|
-
|
4
|
8
|
||||||
Impairment of goodwill
|
-
|
905
|
-
|
||||||
Transformation costs
|
283
|
473
|
930
|
||||||
Disaster (recovery) charges
|
(12)
|
159
|
16
|
||||||
Stock based compensation expense
|
428
|
391
|
372
|
||||||
Acquisition, disposition and other related charges
|
69
|
19
|
36
|
||||||
Adjusted EBITDA
|
$5,473
|
$5,213
|
$5,091
|
||||||
TABLE OF CONTENTS
In millions
|
For the nine
months
ended
July 31,
2024
|
For the
year ended
October 31,
2023
|
For the nine
months ended
July 31,
2023
|
Last twelve
months
(LTM) ended
July 31,
2024
|
||||||||
Net Earnings
|
$1,213
|
$2,025
|
$1,383
|
$1,855
|
||||||||
Provision for taxes
|
323
|
205
|
298
|
230
|
||||||||
Earnings from equity interests
|
(161)
|
(245)
|
(180)
|
(226)
|
||||||||
Interest and other, net
|
122
|
104
|
81
|
145
|
||||||||
Depreciation
|
1,726
|
2,328
|
1,745
|
2,309
|
||||||||
Amortization of intangible assets
|
198
|
288
|
216
|
270
|
||||||||
Transformation costs
|
67
|
283
|
227
|
123
|
||||||||
Disaster (recovery) charges
|
(34)
|
(12)
|
2
|
(48)
|
||||||||
Stock based compensation expense
|
341
|
428
|
357
|
412
|
||||||||
Divestiture related exit costs
|
35
|
-
|
-
|
35
|
||||||||
Acquisition, disposition and other related charges
|
126
|
69
|
51
|
144
|
||||||||
Adjusted EBITDA
|
$3,956
|
$5,473
|
$4,180
|
$5,249
|
||||||||
In millions
|
For the six
months
ended
June 30,
2024
|
For the year
ended
December 31,
2023
|
For the six
months ended
June 30,
2023
|
Last twelve
months
(LTM) ended
June 30,
2024
|
||||||||
Net Earnings
|
$33
|
$310
|
$110
|
$233
|
||||||||
Provision for taxes
|
(16)
|
30
|
35
|
(21)
|
||||||||
Earnings from equity interests(1)
|
4
|
10
|
4
|
10
|
||||||||
Interest and other, net(1)
|
10
|
121
|
108
|
23
|
||||||||
Depreciation(1)
|
54
|
127
|
65
|
116
|
||||||||
Amortization of intangible assets(1)
|
28
|
68
|
34
|
62
|
||||||||
Transformation costs(1)
|
6
|
98
|
16
|
88
|
||||||||
Disaster (recovery) charges
|
-
|
-
|
-
|
-
|
||||||||
Stock based compensation expense(1)
|
145
|
286
|
125
|
306
|
||||||||
Divestiture related exit costs
|
-
|
-
|
-
|
-
|
||||||||
Acquisition, disposition and other related charges(1)
|
37
|
-
|
-
|
37
|
||||||||
Other(1)
|
4
|
16
|
12
|
8
|
||||||||
Adjusted EBITDA
|
$305
|
$1,066
|
$509
|
$862
|
TABLE OF CONTENTS
In millions
|
LTM(1)
|
||
HPE Adjusted EBITDA
|
$5,249
|
||
Juniper Adjusted EBITDA
|
862
|
||
Combined Company Adjusted EBITDA (excl. synergies)
|
$6,111
|
||
Expected Synergies(2)
|
450
|
||
Adjusted EBITDA (incl. synergies)(2)
|
$6,561
|
(1)
|
In the case of HPE, LTM represents the twelve-month period ended July 31, 2024. In the case of Juniper, LTM represents the twelve-month period ended June 30, 2024.
|
(2)
|
This combined company financial information includes the realization of certain annual run-rate cost savings from operating efficiencies, synergies or other restructuring activities which might result within three years after the Merger. The anticipated benefits and cost savings of the Merger may not be realized fully or at all, may take longer to realize than expected or could have other adverse effects that HPE and Juniper do not currently foresee. Some of the assumptions that HPE and Juniper have made, such as the achievement of these synergies, may not be realized. Therefore, actual outcomes and results may differ materially from the synergies presented herein.
|
TABLE OF CONTENTS
TABLE OF CONTENTS
•
|
incur debt secured by liens;
|
•
|
engage in certain sale and leaseback transactions; and
|
•
|
consolidate, merge, convey or transfer our assets substantially as an entirety.
|
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
•
|
making it more difficult for us to satisfy our obligations with respect to the notes;
|
•
|
increasing our vulnerability to adverse economic or industry conditions;
|
•
|
requiring us to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes;
|
•
|
increasing our vulnerability to, and limiting our flexibility in planning for, or reacting to, changes in our business or the industry in which we operate;
|
•
|
exposing us to the risk of increased interest rates as borrowings under our revolving credit facility are, and the floating rate notes offered hereby and borrowings under the Term Loan Facilities will be, subject to variable rates of interest;
|
•
|
placing us at a competitive disadvantage compared to our competitors that have less debt; and
|
•
|
limiting our ability to borrow additional funds.
|
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
•
|
preserving customer and other important relationships of Juniper and attracting new business and operational relationships;
|
•
|
integrating financial forecasting and controls, procedures and reporting cycles;
|
•
|
consolidating and integrating corporate, information technology, finance and administrative infrastructures;
|
•
|
coordinating sales and marketing efforts to effectively position our capabilities;
|
•
|
coordinating and integrating operations, including in countries in which we have not previously operated; and
|
•
|
integrating employees and related human capital management systems and benefits, maintaining employee morale and retaining key employees.
|
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
a)
|
Juniper shareholders will receive $40.00 per share in cash upon the completion of the transaction, representing an equity value of approximately $13.3 billion.
|
b)
|
Consideration for the Merger will be funded in part by a portion of the proceeds from borrowings of approximately $9.5 billion, which is assumed for the purposes of this unaudited pro forma condensed combined financial information to be comprised of $6.5 billion, aggregate principal amount of senior unsecured notes, (the "Senior Notes") and a $3.0 billion three-year term loan, with a consortium of lenders (the "Term Loan", and together with the Senior Notes the "Debt Financing"). The Senior Notes are assumed to include four series that each pay a fixed rate of interest and mature at various tenors ranging from five to thirty years. The Term Loan interest rate is indexed to the Secured Overnight Financing Rate ("SOFR") plus an Applicable Rate, (i.e., subject to the credit rating of the Company), plus 0.10% of a credit spread adjustment. The Debt Financing will ultimately be utilized to fund the Merger Consideration and repay all principal, interest and fees outstanding under Juniper's current revolving credit arrangement (entered into through its credit agreement dated June 15, 2023).
|
c)
|
Consideration for the Merger is also expected to be funded by HPE's issuance of Mandatory Convertible Preferred Stock expected to result in aggregate gross proceeds of $1.5 billion, (the "Equity Financing"). The par value of these shares is assumed to be $0.01 and cumulative dividends will accrue at an estimated annual coupon of 8.0% on the liquidation preference of $50.00 per share. The shares are not expected to be redeemable, unless the Merger does not close. Further, the preferred shareholders have no voting rights unless the Company defaults on its obligation to pay dividends.
|
d)
|
HPE will also be utilizing all of the cash consideration of the $2.1 billion ($2.0 billion, net of cash tax) in gross proceeds generated from the sale of its 30% stake in H3C Technologies Co., Limited ("H3C") to fund the Merger. The H3C sale was executed, pursuant to an Amended and Restated Put Share Agreement, dated May 24, 2024, among Unisplendour International Technology Limited and certain wholly owned subsidiaries of the Company. The sale of the 30% stake in H3C closed on September 4, 2024.
|
e)
|
In connection with the Merger, each of the outstanding and unvested equity awards of Juniper which is comprised of restricted stock units ("RSUs"), restricted stock awards ("RSAs"), performance stock awards ("PSAs") and stock options (collectively referred to as "Juniper equity awards") which had been previously issued to its employees, will be converted into HPE equity awards (the "new HPE equity awards"), utilizing the Exchange Ratio (as defined below). The terms and conditions of the new HPE equity awards are substantially similar to those of Juniper's equity awards (other than certain performance vesting conditions).
|
TABLE OF CONTENTS
•
|
For the Company, the unaudited condensed consolidated financial statements as of July 31, 2024.
|
•
|
For Juniper, the unaudited condensed consolidated financial statements as of June 30, 2024.
|
•
|
For the Company, the audited consolidated financial statements for the year ended October 31, 2023.
|
•
|
For Juniper, the audited consolidated financial statements for the year ended December 31, 2023.
|
•
|
For the Company, the unaudited condensed consolidated financial statements for the nine months ended July 31, 2024.
|
•
|
For Juniper, the unaudited condensed consolidated statement of operations for the six months ended June 30, 2024, and three months ended December 31, 2023, which has been calculated by deducting Juniper's results for the nine months ended September 30, 2023, from its results for the fiscal year ended December 31, 2023. The historical results of operations (i.e., sales, income and costs) for Juniper pertaining to the three months ended December 31, 2023, have been included in the unaudited pro forma condensed combined statement of operations for both the twelve months ended October 31, 2023, and the nine months ended June 30, 2024.
|
TABLE OF CONTENTS
HPE
Historical
(as of
July 31,
2024)
|
Juniper
Historical
(as of
June 30,
2024),
As
Adjusted
(Note 2)
|
Transaction
Accounting
Adjustments -
Merger
(Note 4 & 5)
|
Notes
|
Transaction
Accounting
Adjustments
- Debt
Financing
and Equity
Financing
(Note 6)
|
Notes
|
Transaction
Accounting
Adjustments -
H3C
Stake Sale
(Note 7)
|
Notes
|
Pro Forma
Combined
|
|||||||||||||||||||
ASSETS
|
|||||||||||||||||||||||||||
Current Assets:
|
|||||||||||||||||||||||||||
Cash and cash equivalents
|
$3,642
|
$935
|
$(13,079)
|
4(g) 5(e)
|
$10,924
|
6(a) 6(b)
|
$2,023
|
7
|
$4,445
|
||||||||||||||||||
Accounts receivable, net of allowances
|
3,857
|
879
|
-
|
-
|
-
|
4,736
|
|||||||||||||||||||||
Financing receivables, net of allowances
|
3,705
|
-
|
-
|
-
|
-
|
3,705
|
|||||||||||||||||||||
Inventory
|
7,679
|
1,012
|
555
|
4(a)
|
-
|
-
|
9,246
|
||||||||||||||||||||
Assets held for sale
|
6
|
-
|
-
|
-
|
-
|
6
|
|||||||||||||||||||||
Other current assets
|
3,516
|
705
|
-
|
-
|
-
|
4,221
|
|||||||||||||||||||||
Total current assets
|
$22,405
|
$3,531
|
$(12,524)
|
$10,924
|
$2,023
|
$26,359
|
|||||||||||||||||||||
Property, plant and equipment, net
|
5,738
|
685
|
226
|
4(b)
|
-
|
-
|
6,649
|
||||||||||||||||||||
Long-term financing receivables and other assets
|
11,926
|
1,415
|
(1,081)
|
4(f) 4(h)
|
-
|
-
|
12,260
|
||||||||||||||||||||
Investments in equity interests
|
2,318
|
-
|
-
|
-
|
(1,419)
|
7
|
899
|
||||||||||||||||||||
Goodwill
|
17,988
|
3,734
|
2,549
|
4(e)
|
-
|
-
|
24,271
|
||||||||||||||||||||
Intangible assets, net
|
477
|
64
|
6,536
|
4(c)
|
-
|
-
|
7,077
|
||||||||||||||||||||
Total assets
|
$60,852
|
$9,429
|
$(4,294)
|
$10,924
|
$604
|
$77,515
|
|||||||||||||||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|||||||||||||||||||||||||||
Current Liabilities:
|
|||||||||||||||||||||||||||
Notes payable and short-term borrowings
|
3,864
|
-
|
-
|
150
|
6(a)
|
-
|
4,014
|
||||||||||||||||||||
Accounts payable
|
10,085
|
268
|
-
|
-
|
-
|
10,353
|
|||||||||||||||||||||
Employee compensation and benefits
|
1,166
|
264
|
-
|
-
|
-
|
1,430
|
|||||||||||||||||||||
Taxes on earnings
|
150
|
108
|
-
|
-
|
90
|
7
|
348
|
||||||||||||||||||||
Deferred revenue
|
3,803
|
1,148
|
-
|
-
|
-
|
4,951
|
|||||||||||||||||||||
Accrued restructuring
|
86
|
9
|
-
|
-
|
-
|
95
|
|||||||||||||||||||||
Liabilities held for sale
|
59
|
-
|
-
|
-
|
-
|
59
|
|||||||||||||||||||||
Other accrued liabilities
|
4,652
|
247
|
(2)
|
4(f)
|
-
|
-
|
4,897
|
||||||||||||||||||||
Total current liabilities
|
$23,865
|
$2,044
|
$(2)
|
$150
|
$90
|
$26,147
|
|||||||||||||||||||||
Long-term debt
|
7,939
|
1,607
|
-
|
9,311
|
6(a)
|
-
|
18,857
|
||||||||||||||||||||
Other non-current liabilities
|
6,914
|
1,276
|
(12)
|
4(f)
|
-
|
-
|
8,178
|
||||||||||||||||||||
Commitments and Contingencies
|
|||||||||||||||||||||||||||
Stockholders' Equity
|
|||||||||||||||||||||||||||
TABLE OF CONTENTS
HPE
Historical
(as of
July 31,
2024)
|
Juniper
Historical
(as of
June 30,
2024),
As
Adjusted
(Note 2)
|
Transaction
Accounting
Adjustments -
Merger
(Note 4 & 5)
|
Notes
|
Transaction
Accounting
Adjustments
- Debt
Financing
and Equity
Financing
(Note 6)
|
Notes
|
Transaction
Accounting
Adjustments -
H3C
Stake Sale
(Note 7)
|
Notes
|
Pro Forma
Combined
|
|||||||||||||||||||
HPE stockholders' Equity:
|
|||||||||||||||||||||||||||
Mandatory convertible preferred stock
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||
Common stock
|
13
|
-
|
-
|
-
|
-
|
13
|
|||||||||||||||||||||
Additional paid-in capital
|
28,361
|
6,766
|
(6,480)
|
4(d) 5(e)
|
1,463
|
6(b)
|
30,110
|
||||||||||||||||||||
Accumulated deficit
|
(3,240)
|
(2,273)
|
2,209
|
4(d) 5(d)
|
-
|
514
|
7
|
(2,790)
|
|||||||||||||||||||
Accumulated other comprehensive loss
|
(3,057)
|
9
|
(9)
|
4(d)
|
-
|
-
|
(3,057)
|
||||||||||||||||||||
Total HPE stockholders' equity
|
$22,077
|
$4,502
|
$(4,280)
|
$1,463
|
$514
|
$24,276
|
|||||||||||||||||||||
Non-controlling interests
|
57
|
-
|
-
|
-
|
-
|
57
|
|||||||||||||||||||||
Total stockholders' equity
|
$22,134
|
$4,502
|
$(4,280)
|
1,463
|
$514
|
$24,333
|
|||||||||||||||||||||
Total liabilities and stockholders' equity
|
$60,852
|
$9,429
|
$(4,294)
|
$10,924
|
$604
|
$77,515
|
|||||||||||||||||||||
TABLE OF CONTENTS
HPE
Historical
(Fiscal
Year
Ended
October 31,
2023)
|
Juniper
Historical
(Fiscal
Year
Ended
December 31,
2023),
As
Adjusted
(Note 2)
|
Transaction
Accounting
Adjustments -
Merger
(Note 5)
|
Notes
|
Transaction
Accounting
Adjustments -
Debt
Financing
(Note 6)
|
Notes
|
Transaction
Accounting
Adjustments -
H3C Stake
Sale
(Note 7)
|
Notes
|
Pro Forma
Combined
|
|||||||||||||||||||
Net Revenue:
|
|||||||||||||||||||||||||||
Products
|
$18,100
|
$3,633
|
$-
|
-
|
-
|
$21,733
|
|||||||||||||||||||||
Services
|
10,488
|
1,932
|
-
|
12,420
|
|||||||||||||||||||||||
Financing income
|
547
|
-
|
-
|
-
|
-
|
547
|
|||||||||||||||||||||
Total net revenue
|
29,135
|
5,565
|
-
|
-
|
-
|
34,700
|
|||||||||||||||||||||
Costs and Expenses:
|
|||||||||||||||||||||||||||
Cost of products
|
11,958
|
1,792
|
527
|
5(a) 5(b) 5(e)
|
-
|
-
|
14,277
|
||||||||||||||||||||
Cost of services
|
6,555
|
618
|
(16)
|
5(b) 5(e)
|
-
|
-
|
7,157
|
||||||||||||||||||||
Financing cost
|
383
|
-
|
-
|
-
|
-
|
383
|
|||||||||||||||||||||
Research and development
|
2,349
|
1,083
|
(6)
|
5(b) 5(e)
|
-
|
-
|
3,426
|
||||||||||||||||||||
Selling, general and administrative
|
5,160
|
1,435
|
(11)
|
5(b) 5(e)
|
-
|
-
|
6,584
|
||||||||||||||||||||
Amortization of intangible assets
|
288
|
69
|
799
|
5(c)
|
-
|
-
|
1,156
|
||||||||||||||||||||
Transformation costs
|
283
|
98
|
-
|
-
|
-
|
381
|
|||||||||||||||||||||
Disaster charges
|
1
|
-
|
-
|
-
|
-
|
1
|
|||||||||||||||||||||
Acquisition, disposition, and other related charges
|
69
|
-
|
64
|
5(d)
|
-
|
-
|
133
|
||||||||||||||||||||
Total costs and expenses
|
27,046
|
5,095
|
1,357
|
-
|
-
|
33,498
|
|||||||||||||||||||||
Earnings from operations
|
2,089
|
470
|
(1,357)
|
-
|
-
|
1,202
|
|||||||||||||||||||||
Interest and other, net
|
(156)
|
(121)
|
-
|
(538)
|
6(a)
|
-
|
(815)
|
||||||||||||||||||||
Tax indemnification and other adjustments
|
55
|
55
|
|||||||||||||||||||||||||
Non-service net periodic benefit (cost) credit
|
(3)
|
-
|
-
|
(3)
|
|||||||||||||||||||||||
Gain from sale of equity interests
|
-
|
-
|
-
|
-
|
724
|
7
|
724
|
||||||||||||||||||||
Earnings (Loss) from equity interests
|
245
|
(10)
|
-
|
-
|
(150)
|
7
|
85
|
||||||||||||||||||||
Earnings before provision for taxes
|
2,230
|
339
|
(1,357)
|
(538)
|
574
|
1,248
|
|||||||||||||||||||||
Provision for taxes
|
(205)
|
(29)
|
229
|
5(f)
|
118
|
5(f)
|
(183)
|
7
|
(70)
|
||||||||||||||||||
Net earnings after taxes
|
2,025
|
310
|
(1,128)
|
(420)
|
391
|
1,178
|
|||||||||||||||||||||
Dividends on mandatory convertible preferred Stock
|
-
|
-
|
-
|
(120)
|
6(b)
|
-
|
(120)
|
||||||||||||||||||||
Net earnings available to common shareholders
|
$2,025
|
$310
|
$(1,128)
|
$(540)
|
$391
|
$1,058
|
|||||||||||||||||||||
TABLE OF CONTENTS
HPE
Historical
(Fiscal
Year
Ended
October 31,
2023)
|
Juniper
Historical
(Fiscal
Year
Ended
December 31,
2023),
As
Adjusted
(Note 2)
|
Transaction
Accounting
Adjustments -
Merger
(Note 5)
|
Notes
|
Transaction
Accounting
Adjustments -
Debt
Financing
(Note 6)
|
Notes
|
Transaction
Accounting
Adjustments -
H3C Stake
Sale
(Note 7)
|
Notes
|
Pro Forma
Combined
|
|||||||||||||||||||
Net Earnings Per Share:
|
|||||||||||||||||||||||||||
Basic
|
$1.56
|
$0.81
|
|||||||||||||||||||||||||
Diluted
|
$1.54
|
$0.82
|
|||||||||||||||||||||||||
Weighted-average Shares Used to Compute Net Earnings Per Share:
|
|||||||||||||||||||||||||||
Basic
|
1,299
|
1,299
|
|||||||||||||||||||||||||
Diluted
|
1,316
|
1,434
|
|||||||||||||||||||||||||
TABLE OF CONTENTS
HPE
Historical
(Nine
Months
Ended
July 31,
2024)
|
Juniper
Historical
(Nine
Months
Ended
June 30,
2024),
As
Adjusted
(Note 2)
|
Transaction
Accounting
Adjustments -
Merger
(Note 5)
|
Notes
|
Transaction
Accounting
Adjustments -
Debt
Financing
(Note 6)
|
Notes
|
Transaction
Accounting
Adjustments -
H3C
Stake Sale
(Note 7)
|
Notes
|
Pro Forma
Combined
|
|||||||||||||||||||
Net Revenue:
|
|||||||||||||||||||||||||||
Products
|
$13,134
|
$2,192
|
$-
|
$-
|
$-
|
$15,326
|
|||||||||||||||||||||
Services
|
8,049
|
1,512
|
-
|
-
|
-
|
9,561
|
|||||||||||||||||||||
Financing income
|
486
|
-
|
-
|
-
|
-
|
486
|
|||||||||||||||||||||
Total net revenue
|
21,669
|
3,704
|
-
|
-
|
-
|
25,373
|
|||||||||||||||||||||
Costs and Expenses:
|
|||||||||||||||||||||||||||
Cost of products
|
8,998
|
1,100
|
(19)
|
5(b) 5(e)
|
-
|
-
|
10,079
|
||||||||||||||||||||
Cost of services
|
5,032
|
463
|
(14)
|
5(b) 5(e)
|
-
|
-
|
5,481
|
||||||||||||||||||||
Financing cost
|
367
|
-
|
-
|
-
|
-
|
367
|
|||||||||||||||||||||
Research and development
|
1,719
|
818
|
(27)
|
5(b) 5(e)
|
-
|
-
|
2,510
|
||||||||||||||||||||
Selling, general and administrative
|
3,660
|
1,059
|
(29)
|
5(b) 5(e)
|
-
|
-
|
4,690
|
||||||||||||||||||||
Amortization of intangible assets
|
198
|
45
|
606
|
5(c)
|
-
|
-
|
849
|
||||||||||||||||||||
Disaster Charges
|
5
|
-
|
-
|
-
|
5
|
||||||||||||||||||||||
Transformation costs
|
67
|
25
|
-
|
-
|
-
|
92
|
|||||||||||||||||||||
Acquisition, disposition, and other related charges
|
126
|
37
|
-
|
-
|
-
|
163
|
|||||||||||||||||||||
Total costs and expenses
|
20,172
|
3,547
|
517
|
-
|
-
|
24,236
|
|||||||||||||||||||||
Earnings from operations
|
1,497
|
157
|
(517)
|
-
|
-
|
1,137
|
|||||||||||||||||||||
Interest and other, net
|
(122)
|
(18)
|
-
|
(397)
|
6(a)
|
-
|
(537)
|
||||||||||||||||||||
Earnings (Loss) from equity interests
|
161
|
(8)
|
-
|
-
|
(99)
|
7
|
54
|
||||||||||||||||||||
Earnings before provision for taxes
|
1,536
|
131
|
(517)
|
(397)
|
(99)
|
654
|
|||||||||||||||||||||
(Provision) benefit for taxes
|
(323)
|
27
|
56
|
5(f)
|
87
|
5(f)
|
14
|
7
|
(139)
|
||||||||||||||||||
Net earnings after taxes
|
1,213
|
158
|
(461)
|
(310)
|
(85)
|
515
|
|||||||||||||||||||||
Dividends on mandatory convertible preferred stock
|
-
|
-
|
-
|
(90)
|
6(b)
|
-
|
(90)
|
||||||||||||||||||||
Net earnings available to common shareholders
|
$1,213
|
$158
|
$(461)
|
$(400)
|
$(85)
|
$425
|
|||||||||||||||||||||
Net Earnings Per Share:
|
|||||||||||||||||||||||||||
Basic
|
$0.93
|
$0.32
|
|||||||||||||||||||||||||
Diluted
|
$0.92
|
$0.36
|
|||||||||||||||||||||||||
Weighted-average Shares Used to Compute Net Earnings Per Share:
|
|||||||||||||||||||||||||||
Basic
|
1,308
|
1,308
|
|||||||||||||||||||||||||
Diluted
|
1,325
|
1,440
|
|||||||||||||||||||||||||
TABLE OF CONTENTS
1.
|
Basis of Pro Forma Presentation
|
2.
|
Juniper Reclassification Adjustments
|
TABLE OF CONTENTS
TABLE OF CONTENTS
Juniper
Historical1
|
Reclassification
Adjustments
|
Notes
|
Juniper Historical,
As Adjusted
|
|||||||||
ASSETS
|
||||||||||||
Current Assets:
|
||||||||||||
Cash and cash equivalents
|
$935
|
$-
|
$935
|
|||||||||
Short-term investments
|
187
|
(187)
|
2(a)
|
-
|
||||||||
Accounts receivable, net of allowances
|
879
|
-
|
879
|
|||||||||
Inventory
|
926
|
86
|
2(e)
|
1,012
|
||||||||
Prepaid expenses and other current assets
|
518
|
(518)
|
2(b)
|
-
|
||||||||
Other current assets
|
-
|
705
|
2(a)
2(b)
|
705
|
||||||||
Total current assets
|
$3,445
|
$86
|
$3,531
|
|||||||||
Property, plant and equipment, net
|
685
|
-
|
685
|
|||||||||
Operating lease assets
|
147
|
(147)
|
2(c)
|
-
|
||||||||
Long-term financing receivables and other assets
|
-
|
1,415
|
2(c)
2(d)
2(e)
|
1,415
|
||||||||
Long-term investments
|
309
|
(309)
|
2(d)
|
-
|
||||||||
Goodwill
|
3,734
|
-
|
3,734
|
|||||||||
Intangible assets, net
|
64
|
-
|
64
|
|||||||||
Other long-term assets
|
1,045
|
(1,045)
|
2(e)
|
-
|
||||||||
Total assets
|
$9,429
|
$-
|
$9,429
|
|||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||||||
Current Liabilities:
|
||||||||||||
Accounts payable
|
268
|
-
|
268
|
|||||||||
Employee compensation and benefits
|
-
|
264
|
2(f)
|
264
|
||||||||
Accrued compensation
|
264
|
(264)
|
2(f)
|
-
|
||||||||
Taxes on earnings
|
-
|
108
|
2(l)
|
108
|
||||||||
Deferred revenue
|
1,148
|
-
|
1,148
|
|||||||||
Accrued restructuring
|
-
|
9
|
2(g)
|
9
|
||||||||
Other accrued liabilities
|
364
|
(117)
|
2(g)
2(l)
|
247
|
||||||||
Total current liabilities
|
$2,044
|
$-
|
$2,044
|
|||||||||
Long-term debt
|
1,607
|
-
|
1,607
|
|||||||||
Long-term deferred revenue
|
940
|
(940)
|
2(h)
|
-
|
||||||||
Long-term income taxes payable
|
75
|
(75)
|
2(i)
|
-
|
||||||||
Long-term operating lease liabilities
|
120
|
(120)
|
2(j)
|
-
|
||||||||
Other long-term liabilities
|
141
|
(141)
|
2(k)
|
-
|
||||||||
Other non-current liabilities
|
-
|
1,276
|
2(h)
2(i)
2(j)
2(k)
|
1,276
|
||||||||
Total liabilities
|
$4,927
|
$-
|
$ 4,927
|
|||||||||
1
|
The nine-month period ended June 30, 2024, is equal to the six months period ended June 30, 2024, plus the three-month period resulting from deducting the results of the nine months period ended September 30, 2023, from the results for the year ended December 31, 2023.
|
TABLE OF CONTENTS
Juniper
Historical1
|
Reclassification
Adjustments
|
Notes
|
Juniper Historical,
As Adjusted
|
|||||||||
Commitments and Contingencies
|
-
|
|||||||||||
Stockholders' Equity
|
-
|
|||||||||||
Common stock
|
-
|
-
|
-
|
|||||||||
Additional paid-in capital
|
6,766
|
-
|
6,766
|
|||||||||
Accumulated deficit
|
(2,273)
|
-
|
(2,273)
|
|||||||||
Accumulated other comprehensive income
|
9
|
-
|
9
|
|||||||||
Total stockholders' equity
|
$4,502
|
$-
|
$4,502
|
|||||||||
Total liabilities and stockholders' equity
|
$9,429
|
$-
|
$9,429
|
|||||||||
2(a)
|
Represents the reclassification of Juniper's "Short-term investments," amounts to "Other current assets" to conform to HPE's historical presentation.
|
2(b)
|
Represents the reclassification of Juniper's "Prepaid expenses and other current assets" amounts, which includes deposits, prepaid expenses, and other current assets to "Other current assets" to conform to HPE's historical presentation.
|
2(c)
|
Represents the reclassification of Juniper's "Operating lease assets" amounts to "Long-term financing receivables and other assets" to conform to HPE's historical presentation.
|
2(d)
|
Represents the reclassification of Juniper's "Long-term investments" amounts to "Long-term financing receivables and other assets" to conform to HPE's historical presentation.
|
2(e)
|
Represents the reclassification of Juniper's "Other long-term assets" amounts, which includes long-term deferred income taxes, equity investments, long-term restricted investments, and long-term restricted cash, to "Long-term financing receivables and other assets". Further, Juniper's long-term inventory has been reclassified to current portion of "Inventory" to conform to HPE's historical presentation.
|
2(f)
|
Represents the reclassification of Juniper's "Accrued compensation" amounts to "Employee compensation and benefits" to conform to HPE's historical presentation.
|
2(g)
|
Represents the reclassification of Juniper's amounts related to restructuring accruals that are sitting within their "Other accrued liabilities" to "Accrued restructuring" to conform to HPE's historical presentation.
|
2(h)
|
Represents the reclassification of Juniper's "Long-term deferred revenue" amounts to "Other non-current liabilities" to conform to HPE's historical presentation.
|
2(i)
|
Represents the reclassification of Juniper's "Long-term income taxes payable" amounts to "Other non-current liabilities" to conform to HPE's historical presentation.
|
2(j)
|
Represents the reclassification of Juniper's "Long-term operating lease liabilities" amounts to "Other non-current liabilities" to conform to HPE's historical presentation.
|
2(k)
|
Represents the reclassification of Juniper's "Other long-term liabilities" amounts, which includes derivatives, deferred compensation, and tax items to "Other non-current liabilities" to conform to HPE's historical presentation.
|
2(l)
|
Represents the reclassification of Juniper's amounts related to taxes on earnings that are sitting within "Other accrued liabilities" amounts to "Taxes on earnings" to conform to HPE's historical presentation.
|
TABLE OF CONTENTS
Juniper
Historical
|
Reclassification
Adjustments
|
Notes
|
Juniper
Historical,
As Adjusted
|
|||||||||
Net Revenue:
|
||||||||||||
Products
|
$3,633
|
$-
|
$3,633
|
|||||||||
Services
|
1,932
|
-
|
1,932
|
|||||||||
Total net revenue
|
5,565
|
-
|
5,565
|
|||||||||
Costs and Expenses:
|
||||||||||||
Cost of products
|
1,782
|
10
|
2(o)
2(t)
|
1,792
|
||||||||
Cost of services
|
581
|
37
|
2(t)
|
618
|
||||||||
Total cost of revenues
|
2,363
|
47
|
2,410
|
|||||||||
Gross margin
|
3,202
|
(47)
|
3,155
|
|||||||||
Operating expenses:
|
||||||||||||
Research and development
|
1,144
|
(61)
|
2(t)
|
1,083
|
||||||||
Selling, general and administrative
|
-
|
1,435
|
2(m)
2(t)
|
1,435
|
||||||||
Sales and marketing
|
1,234
|
(1,234)
|
2(m)
2(o)
|
-
|
||||||||
General and administrative
|
256
|
(256)
|
2(m)
2(o)
|
-
|
||||||||
Restructuring charges
|
98
|
(98)
|
2(n)
|
-
|
||||||||
Amortization of intangible assets
|
-
|
69
|
2(o)
|
69
|
||||||||
Transformation costs
|
-
|
98
|
2(n)
|
98
|
||||||||
Total operating expenses
|
2,732
|
(47)
|
2,685
|
|||||||||
Operating income
|
470
|
-
|
470
|
|||||||||
(Loss) Gain on privately-held investments, net
|
(97)
|
97
|
2(p)
|
-
|
||||||||
Other expense, net
|
(24)
|
24
|
2(q)
|
-
|
||||||||
Earnings from operations
|
349
|
121
|
470
|
|||||||||
Interest and other, net
|
-
|
(121)
|
2(p)
2(q)
|
(121)
|
||||||||
Loss from equity interests
|
-
|
(10)
|
2(r)
|
(10)
|
||||||||
Earnings before provision for taxes
|
349
|
(10)
|
339
|
|||||||||
Provision for taxes
|
(29)
|
-
|
(29)
|
|||||||||
Loss from equity method investment, net of tax
|
(10)
|
10
|
2(r)
|
-
|
||||||||
Net earnings
|
$310
|
$-
|
$310
|
|||||||||
TABLE OF CONTENTS
Juniper
Historical1
|
Reclassification
Adjustments
|
Notes
|
Juniper
Historical,
As Adjusted
|
|||||||||
Net Revenue:
|
||||||||||||
Products
|
$2,192
|
$-
|
$2,192
|
|||||||||
Services
|
1,512
|
-
|
1,512
|
|||||||||
Total net revenue
|
3,704
|
-
|
3,704
|
|||||||||
Costs and Expenses:
|
||||||||||||
Cost of products
|
1,091
|
9
|
2(o)
2(t)
|
1,100
|
||||||||
Cost of services
|
436
|
27
|
2(t)
|
463
|
||||||||
Total cost of revenues
|
1,527
|
36
|
1,563
|
|||||||||
Gross margin
|
2,177
|
(36)
|
2,141
|
|||||||||
Operating expenses:
|
||||||||||||
Research and development
|
860
|
(42)
|
2(t)
|
818
|
||||||||
Selling, general and administrative
|
-
|
1,059
|
2(m)
2(t)
|
1,059
|
||||||||
Sales and marketing
|
914
|
(914)
|
2(m)
2(o)
|
-
|
||||||||
General and administrative
|
184
|
(184)
|
2(m)
2(o)
|
-
|
||||||||
Restructuring charges
|
25
|
(25)
|
2(n)
|
-
|
||||||||
Amortization of intangible assets
|
-
|
45
|
2(o)
|
45
|
||||||||
Transformation costs
|
-
|
25
|
2(n)
|
25
|
||||||||
Acquisition, disposition, and other related charges
|
-
|
37
|
2(s)
|
37
|
||||||||
Merger-related charges
|
37
|
(37)
|
2(s)
|
-
|
||||||||
Total operating expenses
|
2,020
|
(36)
|
1,984
|
|||||||||
Operating income
|
157
|
-
|
157
|
|||||||||
(Loss) Gain on privately-held investments, net
|
(19)
|
19
|
2(p)
|
-
|
||||||||
Other income (expense), net
|
1
|
(1)
|
2(q)
|
-
|
||||||||
Earnings from operations
|
139
|
18
|
157
|
|||||||||
Interest and other, net
|
-
|
(18)
|
2(p)
2(q)
|
(18)
|
||||||||
Loss from equity interests
|
-
|
(8)
|
2(r)
|
(8)
|
||||||||
Earnings before provision for taxes
|
139
|
(8)
|
131
|
|||||||||
Benefit for taxes
|
27
|
-
|
27
|
|||||||||
Loss from equity method investment, net of tax
|
(8)
|
8
|
2(r)
|
-
|
||||||||
Net earnings
|
$158
|
$-
|
$158
|
|||||||||
1
|
The nine-month period ended June 30, 2024, is equal to the six months period ended June 30, 2024, plus the three-month period resulting from deducting the results of the nine months period ended September 30, 2023, from the results for the year ended December 31, 2023.
|
TABLE OF CONTENTS
2(m)
|
Represents the combination and reclassification of Juniper's "Sales and marketing" and "General and administrative" amounts to "Selling, general and administrative" to conform to HPE's historical presentation.
|
2(n)
|
Represents the reclassification of Juniper's "Restructuring charges" amounts to "Transformation costs" to conform to HPE's historical presentation.
|
2(o)
|
Represents the reclassification of Juniper's amortization of intangible assets, included within their "Cost of Products" and "Sales and marketing" and "General and administrative" to "Amortization of intangible assets" to conform to HPE's historical presentation.
|
2(p)
|
Represents the reclassification of Juniper's "Gain (loss) on privately-held investments, net" amounts to "Interest and other, net" to conform to HPE's historical presentation
|
2(q)
|
Represents the reclassification of Juniper's "Other expense, net" amounts to "Interest and other, net" to conform to HPE's historical presentation.
|
2(r)
|
Represents the reclassification of Juniper's "Loss from equity method investment, net of tax" amounts to "Earnings (Loss) from equity interests" to conform to HPE's historical presentation.
|
2(s)
|
Represents the reclassification of Juniper's "Merger-related charges" amounts to " Acquisition, disposition and other related charges" to conform to HPE's historical presentation.
|
2(t)
|
Reclassification of Juniper's depreciation expense from within "Research and Development" and "Selling, General and Administrative" to "Cost of Products", "Costs of Services" and "Research and Development" in order to conform with the HPE's historical presentation
|
3.
|
Preliminary Purchase Price Allocation
|
(a)
|
The preliminary Merger consideration is calculated as follows:
|
Preliminary Purchase Consideration Paid to Juniper Shareholders
(in millions except per share amounts)
|
Amount
|
||
Common stock outstanding2
|
325.3
|
||
Per share cash purchase price
|
$40.00
|
||
Cash paid to Juniper's shareholders
|
13,012
|
||
Plus: Consideration for paying non-employee awards (refer Note 5(e))
|
3
|
||
Total cash consideration paid to Juniper
|
$13,015
|
||
Plus: Conversion of Juniper's equity awards attributable to the pre-combination period (refer Note 5(e))
|
286
|
||
Total consideration
|
$13,301
|
||
(b)
|
Preliminary Purchase Price Allocation
|
2
|
The number of shares of Juniper's common stock outstanding to be converted as a part of the Merger consideration is subject to change as the closing date of the merger approaches.
|
TABLE OF CONTENTS
Preliminary Purchase Price Allocation
(in millions)
|
Estimated Fair Value
|
||
Assets acquired:
|
|||
Cash and cash equivalents
|
$935
|
||
Accounts receivable, net of allowances
|
879
|
||
Inventory
|
1,567
|
||
Other current assets
|
705
|
||
Property, plant and equipment, net
|
911
|
||
Goodwill
|
6,283
|
||
Intangible assets
|
6,600
|
||
Long-term financing receivables and other assets
|
334
|
||
Total assets acquired
|
$18,214
|
||
Accounts payable
|
$268
|
||
Employee compensation and benefits
|
264
|
||
Taxes on earnings
|
108
|
||
Deferred revenue
|
1,148
|
||
Accrued restructuring
|
9
|
||
Other accrued liabilities
|
245
|
||
Long-term debt
|
1,607
|
||
Other non-current liabilities
|
1,264
|
||
Total liabilities assumed
|
$4,913
|
||
Estimated Purchase consideration
|
$13,301
|
||
4.
|
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet
|
(a)
|
Represents an adjustment related to the preliminary fair value step up of inventory of Juniper. The inventories are primarily comprised of raw materials, work-in-progress and finished goods. The fair value of the finished goods was estimated using the comparative sales method.
|
Inventory (in millions)
|
As of July 31, 2024
|
||
Fair value of inventory
|
$1,567
|
||
Less: Inventory book value
|
(1,012)
|
||
Pro forma adjustment3
|
$555
|
||
(b)
|
Represents the net adjustment to the estimated fair value of property, plant, and equipment of Juniper. Preliminary property, plant and equipment fair values in the pro forma financial information are provided in the table below. The preliminary value of the identifiable property, plant and equipment is determined using
|
3
|
The fair value adjustment increase in inventory is estimated to be expensed within a year, which is reflected as a pro forma adjustment in cost of products.
|
TABLE OF CONTENTS
Property, plant and equipment, net
(in millions)
|
Estimated Fair
Value
|
Estimated
Useful Life
(in years)
|
||||
Site improvements
|
$17
|
4
|
||||
Buildings
|
153
|
30
|
||||
Building improvements
|
83
|
5
|
||||
Network equipment
|
212
|
2
|
||||
Leasehold improvements
|
75
|
2
|
||||
Computer hardware
|
24
|
2
|
||||
Computer servers
|
62
|
2
|
||||
Off-the-Shelf software
|
20
|
2
|
||||
Office furniture & fixtures
|
8
|
2
|
||||
Computer shelving & rack systems
|
5
|
10
|
||||
Total Property, plant, and equipment subject to depreciation
|
$659
|
6
|
||||
Property, plant, and equipment not subject to depreciation:
|
||||||
Land
|
$240
|
NA
|
||||
Construction in progress
|
4
|
NA
|
||||
ARO and clearing assets
|
8
|
NA
|
||||
Total Property, plant, and equipment
|
$911
|
|||||
Less: Historical book value of property, plant and equipment
|
(685)
|
|||||
Pro forma adjustment to balance sheet
|
$226
|
|||||
(c)
|
Represents the net adjustment to the estimated fair value of intangible assets acquired in the Merger. Preliminary identifiable intangible assets in the unaudited pro forma condensed combined financial information are provided in the table below. The preliminary value of the identifiable tradenames and developed technology is determined using the relief from royalty method whereas customer relationships are valued using a discounted cash flow model.
|
Intangible Assets
(in millions)
|
Estimated Fair
Value
|
Estimated Useful Life
(in years)
|
||||
Customer relationships
|
$3,500
|
9
|
||||
Trademarks/Tradenames - Definite
|
300
|
7
|
||||
Developed technology
|
2,800
|
6
|
||||
Total intangibles fair value
|
$6,600
|
7
|
||||
Less: intangibles book value
|
(64)
|
|||||
Pro forma adjustment to balance sheet
|
$6,536
|
|||||
TABLE OF CONTENTS
(d)
|
Represents elimination of Juniper's historical equity.
|
(in millions)
|
As of July 31, 2024
|
||
Common stock
|
$-
|
||
Additional-paid-in capital
|
(6,766)
|
||
Accumulated deficit
|
2,273
|
||
Accumulated other comprehensive income
|
(9)
|
||
Total stockholders' equity elimination
|
$(4,502)
|
||
(e)
|
The pro forma adjustment represents the preliminary estimate of goodwill of $6,283 million, offset by the elimination of historical goodwill. Goodwill represents the excess of total consideration over the preliminary fair value of assets acquired and liabilities assumed.
|
Goodwill
(in millions)
|
Estimated Fair Value
|
||
Assets acquired:
|
|||
Cash and cash equivalents
|
$935
|
||
Accounts receivable, net of allowances
|
879
|
||
Inventory
|
1,567
|
||
Other current assets
|
705
|
||
Property, plant and equipment, net
|
911
|
||
Intangible assets
|
6,600
|
||
Long-term financing receivables and other assets
|
334
|
||
Total assets acquired
|
$11,931
|
||
Accounts payable
|
$268
|
||
Employee compensation and benefits
|
264
|
||
Taxes on earnings
|
108
|
||
Deferred revenue
|
1,148
|
||
Accrued restructuring
|
9
|
||
Other accrued liabilities
|
245
|
||
Long-term debt
|
1,607
|
||
Other non-current liabilities
|
1,264
|
||
Total liabilities assumed
|
$4,913
|
||
Net assets acquired
|
$7,018
|
||
Estimated Purchase consideration
|
13,301
|
||
Estimated Goodwill
|
$6,283
|
||
Less: Juniper's historical goodwill
|
(3,734)
|
||
Pro forma adjustment to Goodwill
|
$2,549
|
||
(f)
|
As part of the allocation of the purchase price in a business combination, lease terms are compared to market terms to determine if the leases are favorable or unfavorable. Any favorable or unfavorable leasehold interests identified increase (favorable) or reduce (unfavorable) the associated right-of-use ("ROU) lease asset and are recognized over the life of the related right-of-use asset. The unaudited pro forma condensed combined financial information reflects the preliminary fair value adjustments of the favorable and unfavorable leasehold interests acquired from Juniper.
|
TABLE OF CONTENTS
Lease liabilities and ROU assets
(in millions)
|
As of July 31, 2024
|
||
Lease liabilities - Current portion (per valuation results)
|
$44
|
||
Less: Historical book value
|
(46)
|
||
Net Impact (Lease liabilities current)
|
$(2)
|
||
Lease liabilities - Non-current portion (per valuation results)
|
$108
|
||
Less: Historical book value
|
(120)
|
||
Net Impact (Lease liabilities non-current)
|
$(12)
|
||
ROU asset (per valuation results)
|
$162
|
||
Less: Historical book value
|
(147)
|
||
(Favorable) / Unfavorable adjustment
|
(10)
|
||
Net Impact (Long- term financing receivables and other assets)
|
$5
|
||
(g)
|
Reflects the following adjustments to cash and cash equivalents:
|
(in millions)
|
As of July 31, 2024
|
||
Estimated consideration4
|
$13,012
|
||
Transaction costs5
|
64
|
||
Pro forma adjustment to Cash and cash equivalents
|
$13,076
|
||
(h)
|
Reflects an adjustment related to deferred tax liabilities which are primarily derived based on fair value adjustments from the preliminary purchase allocation.
|
5.
|
Transaction Accounting Adjustments to Unaudited Pro Forma Combined Statements of Operations
|
(a)
|
Reflects the impact on cost of goods sold as follows:
|
Inventory Step-up
(in millions)
|
For the Year Ended
October 31, 2023
|
||
Fair value of inventory
|
$1,567
|
||
Less: Inventories book value (current portion)
|
(1,012)
|
||
Pro forma adjustment to income statement
|
$555
|
||
(b)
|
Represents the adjustment to record elimination of historical depreciation expense and recognition of new straight-line depreciation expense based on the estimated fair value as of July 31, 2024. The depreciation of property, plant and equipment is based on the estimated remaining useful lives of the assets as discussed in Note 4(b) above.
|
Depreciation Expense- Property, Plant and Equipment
(in millions)
|
For the Nine Months
Ended July 31, 2024
|
For the Year
Ended October 31,
2023
|
||||
Pro forma depreciation expense
|
$55
|
$73
|
||||
Less: Juniper depreciation expense, as reported
|
(87)
|
(123)
|
||||
Pro forma adjustment to income statements
|
$(32)
|
$(50)
|
||||
4
|
Refer to Note 3(a) for more details.
|
5
|
Refer to Note 5(d) for more details.
|
TABLE OF CONTENTS
Depreciation expense adjustment
(in millions)
|
For the Nine Months
Ended July 31, 2024
|
For the Year Ended
October 31, 2023
|
||||
Cost of products
|
$(17)
|
$(27)
|
||||
Cost of services
|
(10)
|
(15)
|
||||
Research and development
|
(1)
|
(1)
|
||||
Selling, general and administrative
|
(4)
|
(7)
|
||||
Pro forma adjustment to income statements
|
$(32)
|
$(50)
|
||||
(c)
|
Represents the adjustment to record elimination of historical amortization expense and recognition of new amortization expense related to identifiable intangible assets based on the estimated fair value. Amortization expense is calculated based on the estimated fair value of each of the identifiable intangible assets and the associated estimated useful life as discussed in Note 4(c) above and is included under the amortization of intangible assets line item on the pro forma income statements.
|
Amortization Expense - Intangible Assets, net
(in millions)
|
For the Nine Months
Ended July 31, 2024
|
For the Year Ended
October 31, 2023
|
||||
Total pro forma intangible assets amortization
|
$651
|
$868
|
||||
Less: Juniper amortization expense, as reported
|
(45)
|
(69)
|
||||
Pro forma adjustment to income statements
|
$606
|
$799
|
||||
(d)
|
Transaction Costs
|
1.
|
Incurred by HPE: HPE has incurred, and has plans to incur, $141.6 million of non-recurring transaction costs. Of this amount, $77.4 million of transaction costs have been incurred through the nine months ended July 31, 2024.
|
2.
|
Incurred by Juniper: Juniper has also incurred certain non-recurring transaction costs during the six months ended June 30, 2024, which have been expensed and included in the historical financial statements. Therefore, no pro forma adjustments were made pertaining to the transaction costs incurred by Juniper. Further, any transaction costs incurred by Juniper after June 30, 2024 (i.e., after the historical period) will not be included in the pro forma financial statements as adjustments.
|
(e)
|
Stock Based Compensation and Severance
|
TABLE OF CONTENTS
Amount
|
|||
Purchase consideration per share
|
$40.00
|
||
HPE average stock price (average of 10 days prior to September 4, 2024)
|
$(19.00)
|
||
Exchange Ratio
|
2.11
|
||
(in millions, except for exchange ratio and per share amounts)
|
As of July 31, 2024
|
||
RSA, RSU and PSUs outstanding
|
18.13
|
||
Exchange ratio
|
2.11
|
||
Number of replacement HPE awards
|
38.17
|
||
Fair value per share of HPE awards (as of September 4, 2024)
|
$18.77
|
||
Fair value of replacement awards to be allocated between pre- and post-combination periods
|
$716.4
|
||
a)
|
the weighted average remaining unvested period of Juniper's stock awards as of June 30, 2024, which is approximately 1.7 years.
|
b)
|
30% of the CEO's equity awards will immediately vest on the close of the Merger.
|
c)
|
the additional HPE retention and time-based equity awards being issued to the chief executive officer of Juniper. The impact of new HPE performance-based awards that are being issued to the chief executive officer of Juniper is not reflected in the below calculation because the performance conditions are not likely to be met.
|
TABLE OF CONTENTS
Stock Based Compensation Expense/ (Income)
(in millions)
|
For the Nine
Months Ended July 31,
2024
|
For the Year
Ended October 31,
2023
|
||||
Post-combination stock-based compensation expense
|
$166
|
$240
|
||||
Less: Historical compensation expense
|
(223)
|
(251)
|
||||
Pro forma adjustment to income statement
|
$(57)
|
$(11)
|
||||
Stock Based Compensation
(in millions)
|
For the Nine
Months Ended
July 31, 2024
|
For the Year
Ended
October 31, 2023
|
||||
Cost of products
|
$(2)
|
$(1)
|
||||
Cost of services
|
(4)
|
(1)
|
||||
Research and development
|
(26)
|
(5)
|
||||
Selling, general and administrative
|
(25)
|
(4)
|
||||
Pro forma adjustment to income statement
|
$(57)
|
$(11)
|
||||
(f)
|
Income Taxes
|
TABLE OF CONTENTS
6.
|
Acquisition Financing
|
(a)
|
Debt Financing
|
(in millions)
|
Debt
Financing
|
Interest expense
|
Interest expense
|
||||||
As of July
31, 2024
|
For the Nine
months ended
July 31, 2024
|
For the Year ended
October 31, 2023
|
|||||||
Fixed rate Senior Notes6
|
$6,500
|
$252
|
$336
|
||||||
Variable rate Term Loan6
|
3,000
|
141
|
197
|
||||||
Add/ (Less): Unamortized New debt issuance costs (balance sheet) and Amortization of debt issuance costs (income statement)
|
(39)
|
4
|
5
|
||||||
Less: Juniper's historical revolving credit not assumed7
|
-
|
-
|
-
|
||||||
Pro forma adjustment
|
$9,461
|
$397
|
$538
|
||||||
As of July 31, 2024
|
|||
Current portion of long-term debt
|
$150
|
||
Long-term debt (term loan)
|
2,844
|
||
Senior Notes
|
6,467
|
||
Pro forma adjustment
|
$9,461
|
||
Sensitivity Analysis
(in millions)
|
For the Nine
Months Ended July
31, 2024
|
For the Year
Ended October 31,
2023
|
||||
Increase of 0.125%
|
$145
|
$203
|
||||
Decrease of 0.125%
|
$140
|
$196
|
||||
Sensitivity Analysis
(in millions)
|
For the Nine
Months Ended July
31, 2024
|
For the Year
Ended October 31,
2023
|
||||
Increase of 0.125%
|
$256
|
$341
|
||||
Decrease of 0.125%
|
$250
|
$333
|
||||
6
|
In order to fund the Merger, HPE assumes for the purposes of this unaudited pro forma condensed combined financial information to have entered into two types of debt instruments involving issuance of fixed rate Senior Notes of $6.5 billion and a variable rate Term Loan of $3 billion.
|
7
|
Pursuant to Juniper's June 30, 2024, Form 10-Q, Juniper has not drawn any amount of revolving credit loans.
|
TABLE OF CONTENTS
(b)
|
Equity Financing
|
(in millions)
|
As of July 31, 2024
|
||
Issue price of Mandatory convertible preferred stock
|
$1,500
|
||
Less: Issuance fees of 2.5%
|
(37)
|
||
Pro forma adjustment to Stockholders equity and Cash and cash equivalents
|
$1,463
|
||
(in millions)
|
For the Nine
Months Ended July
31, 2024
|
For the Year
Ended October 31,
2023
|
||||
Pro forma Dividends on mandatory convertible preferred stock
|
$90
|
$120
|
||||
7.
|
H3C Disposition Adjustment
|
Sale of interest in H3C by HPE (in millions, except for percentages)
|
As of July 31, 2024
|
||
Investments in equity interest (by HPE)
|
$2,318
|
||
Percentage of interest held by HPE in H3C
|
49%
|
||
Percentage of interest sold by HPE in H3C
|
30%
|
||
Net impact to Investments in equity interests
|
$1,419
|
||
Cash received on sale of stake in H3C (in millions, except for percentages)
|
As of July 31, 2024
|
||
Sale price of 30% stake
|
$2,143
|
||
Less: Income tax on gain (paid in cash)8
|
(120)
|
||
Net impact to Cash and cash equivalents
|
$2,023
|
||
Income taxes on gain
|
As of July 31, 2024
|
||
Income tax on gain (paid in cash)8
|
$120
|
||
Income tax on gain (non-cash)8
|
90
|
||
Total income taxes on gain
|
$210
|
||
8
|
Because the adjustments contained in the pro forma financial information are based on estimates, the effective tax rate herein will likely vary from the effective rate in periods subsequent to the merger.
|
TABLE OF CONTENTS
Impact to accumulated deficit (in millions, except for percentages)
|
As of July 31, 2024
|
||
Sale price of 30% stake (net of tax)
|
$1,933
|
||
Less: Book value of investment in H3C
|
(1,419)
|
||
Net impact to Accumulated deficit
|
$514
|
||
Sale of interest in H3C by HPE (in millions)
|
For the Nine
Months Ended
July 31, 2024
|
For the Year Ended
October 31, 2023
|
||||
Sale price of 30% interest held by HPE in H3C
|
$-
|
$2,143
|
||||
Less: Book value of investment in H3C sold by HPE
|
-
|
(1,419)
|
||||
Net Impact to Gain from sale of equity interests
|
$-
|
$724
|
||||
Impact to Earnings from equity interest and taxes
|
||||||
Net impact to Earnings from equity interests (upon sale by HPE of 30% interest in H3C)
|
(99)
|
(150)
|
||||
Adjustment for income tax benefit (expense)
|
14
|
(183)
|
||||
Net impact to Income statement
|
$(85)
|
$391
|
||||
8.
|
Earnings per share
|
In millions, except per share amounts
|
For the Nine
Months Ended
July 31, 2024
|
For the Year Ended
October 31, 2023
|
||||
Numerator
|
||||||
Pro forma net earnings used to compute basic net EPS
|
$425
|
$1,058
|
||||
Dividends on mandatory convertible preferred stock
|
90
|
120
|
||||
Pro forma net earnings used to compute diluted net EPS
|
$515
|
$1,178
|
||||
Denominator:
|
||||||
Weighted-average shares used to compute basic net EPS
|
1,308
|
1,299
|
||||
Dilutive effect of employee stock plans
|
53
|
56
|
||||
Issuance of mandatory convertible preferred stock
|
79
|
79
|
||||
Weighted-average shares used to compute diluted net EPS
|
1,440
|
1,434
|
||||
Net earnings per share
|
||||||
Basic
|
$0.32
|
$0.81
|
||||
Diluted
|
$0.36
|
$0.82
|
||||
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
(1)
|
the SOFR Index published for such U.S. Government Securities Business Day as such value appears on the Federal Reserve Bank of New York's Website at 3:00 p.m. (New York time) on such U.S. Government Securities Business Day (the "SOFR Index Determination Time"); or
|
(2)
|
if the SOFR Index specified in (1) above does not so appear, unless both a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, with respect to SOFR, then Compounded SOFR shall be the rate determined pursuant to the "SOFR Index Unavailability" provisions below.
|
TABLE OF CONTENTS
(1)
|
the sum of: (a) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark and (b) the Benchmark Replacement Adjustment;
|
(2)
|
the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment;
|
(3)
|
the sum of: (a) the alternate rate of interest that has been selected by HPE (or our Designee) as the replacement for the then-current Benchmark giving due consideration to any industry-accepted rate of interest as a replacement for the then-current Benchmark for U.S. dollar-denominated floating rate notes at such time and (b) the Benchmark Replacement Adjustment.
|
(1)
|
the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement;
|
(2)
|
if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment;
|
(3)
|
the spread adjustment (which may be a positive or negative value or zero) that has been selected by HPE (or our Designee) giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated floating rate notes at such time.
|
TABLE OF CONTENTS
(1)
|
in the case of clause (1) or (2) of the definition of "Benchmark Transition Event," the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark; or
|
(2)
|
in the case of clause (3) of the definition of "Benchmark Transition Event," the date of the public statement or publication of information referenced therein.
|
(1)
|
a public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that such administrator has ceased or will cease to provide the Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark;
|
(2)
|
a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the central bank for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark, a resolution authority with jurisdiction over the administrator for the Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark, which states that the administrator of the Benchmark has ceased or will cease to provide the Benchmark permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark; or
|
(3)
|
a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer representative.
|
TABLE OF CONTENTS
(1)
|
(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the 20 notes, the 20 notes, the 20 notes, the 20 notes and the 20 notes, as applicable, matured on the applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus basis points (in the case of the 20 notes), basis points (in the case of the 20 notes), basis points (in the case of the 20 notes), basis points (in the case of the 20 notes) , basis points (in the case of the 20 notes) or basis points (in the case of the 20 notes), less (b) interest accrued to the date of redemption; and
|
(2)
|
100% of the principal amount of the applicable series of fixed rate notes to be redeemed;
|
TABLE OF CONTENTS
TABLE OF CONTENTS
•
|
accept for payment all notes or portions of notes (in a minimum principal amount of $2,000 and integral multiples of $1,000 in excess thereof) properly tendered and not withdrawn pursuant to our offer;
|
•
|
deposit with the paying agent an amount equal to the aggregate purchase price in respect of all notes or portions of notes properly tendered and not withdrawn; and
|
•
|
deliver or cause to be delivered to the Trustee the notes properly accepted, together with an officers' certificate stating the aggregate principal amount of notes or portions of notes being purchased by us.
|
TABLE OF CONTENTS
(1)
|
Mortgages on property existing at the time of acquisition thereof by Hewlett Packard Enterprise or any Subsidiary, whether or not assumed, provided that such Mortgages were in existence prior to the contemplation of such acquisitions;
|
(2)
|
Mortgages on property, shares of stock or indebtedness or other assets of any corporation existing at the time such corporation becomes a Restricted Subsidiary, provided that such Mortgages are not incurred in anticipation of such corporation becoming a Restricted Subsidiary (which may include property previously leased by Hewlett Packard Enterprise and leasehold interests thereon, provided that the lease terminates prior to or upon the acquisition);
|
(3)
|
Mortgages on property, shares of stock or indebtedness existing at the time of acquisition thereof by Hewlett Packard Enterprise or a Restricted Subsidiary (including leases) or Mortgages thereon to secure the payment of all or any part of the purchase price thereof, or Mortgages on property, shares of stock or indebtedness to secure any indebtedness for borrowed money incurred prior to, at the time of or within 12 months after, the latest of the acquisition thereof, or, in the case of property, the completion of construction, the completion of improvements, or the commencement of substantial commercial operation of such property for the purpose of financing all or any part of the purchase price thereof, such construction, or the making of such improvements;
|
(4)
|
Mortgages to secure indebtedness owing to Hewlett Packard Enterprise or to a Restricted Subsidiary;
|
(5)
|
Mortgages existing at the Issue Date;
|
(6)
|
Mortgages on property of a corporation existing at the time such corporation is merged into or consolidated with Hewlett Packard Enterprise or a Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of a corporation as an entirety or substantially as an entirety to Hewlett Packard Enterprise or a Restricted Subsidiary, provided that such Mortgage was not incurred in anticipation of such merger or consolidation or sale, lease or other disposition;
|
(7)
|
Mortgages in favor of the United States or any State, territory or possession thereof (or the District of Columbia), or any department, agency, instrumentality or political subdivision of the United States or any State, territory or possession thereof (or the District of Columbia), (i) to secure partial, progress, advance or other payments pursuant to any contract or statute, (ii) to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price of the cost of constructing, repairing or improving the property subject to such Mortgages or (iii) to secure taxes, assessments or other governmental charges or levies which are not yet due and payable or are payable without penalty or of which amount, applicability or validity is being contested by Hewlett Packard Enterprise and/or any Restricted Subsidiary in good faith by appropriate proceedings and Hewlett Packard Enterprise and/or such Restricted Subsidiary shall have set aside in its books reserves which it deems to be adequate with respect thereto (segregated to the extent required by generally accepted accounting principles);
|
(8)
|
Mortgages created in connection with the acquisition of assets or a project financed with, and created to secure, a Nonrecourse Obligation;
|
(9)
|
Mortgages for materialmen's, mechanic's, workmen's, repairmen's, landlord's liens for rent, or other similar liens arising in the ordinary course of business in respect of obligations which are not yet overdue or which are being contested by Hewlett Packard Enterprise or any Restricted Subsidiary in good faith and by appropriate proceedings;
|
TABLE OF CONTENTS
(10)
|
Mortgages consisting of zoning restrictions, licenses, easements and restrictions on the use of real property and minor defects and irregularities in the title thereto, which do not materially impair the use of such property by Hewlett Packard Enterprise or any Restricted Subsidiary in the operation of business or the value of such property for the purpose of such business; and
|
(11)
|
extensions, renewals, refinancings or replacements of any Mortgage referred to in the foregoing clauses (1), (2), (3), (4), (5), (6), (7), (8), (9) and (10); provided, however, that any Mortgages permitted by any of the foregoing clauses (1), (2), (3), (4), (5), (6), (7), (8), (9) and (10) shall not extend to or cover any property of Hewlett Packard Enterprise or such Restricted Subsidiary, as the case may be, other than the property, if any, specified in such clauses and improvements thereto, and provided further that any refinancing or replacement of any Mortgages permitted by the foregoing clauses (7) and (8) shall be of the type referred to in such clauses (7) or (8), as the case may be.
|
TABLE OF CONTENTS
(1)
|
in case Hewlett Packard Enterprise shall consolidate with or merge into another Person (in a transaction in which Hewlett Packard Enterprise is not the surviving corporation) or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the Person formed by such consolidation or into which Hewlett Packard Enterprise is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of Hewlett Packard Enterprise substantially as an entirety shall be a corporation, limited liability company, partnership, trust or other business entity, shall be organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental thereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest on all the notes and the performance or observance of every covenant of the Indenture on the part of Hewlett Packard Enterprise to be performed or observed;
|
(2)
|
immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and
|
(3)
|
Hewlett Packard Enterprise has delivered to the Trustee an Officers' Certificate (as defined in the Indenture) and an Opinion of Counsel (as defined in the Indenture), each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the Indenture and that all conditions precedent therein provided for relating to such transaction have been complied with.
|
(1)
|
failure to pay principal of or any premium on that series of notes when due;
|
(2)
|
failure to pay any interest on that series of notes when it becomes due and payable, and continuance of such default for a period of 30 days;
|
(3)
|
failure to perform any other covenant or warranty in the Indenture, including the failure to make the required offer to purchase notes following a Change of Control Repurchase Event, if that failure continues for 90 days after we are given the notice required under the Indenture; or
|
(4)
|
our bankruptcy, insolvency or reorganization.
|
TABLE OF CONTENTS
(1)
|
the holder has previously given to the Trustee written notice of a continuing Event of Default with respect to the notes of that series;
|
(2)
|
the holders of at least 25% in aggregate principal amount of the outstanding notes of that series have made a written request and have offered reasonable indemnity to the Trustee to institute the proceeding;
|
(3)
|
the holder or holders have offered to the Trustee indemnity satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request; and
|
(4)
|
the Trustee has failed to institute the proceeding and has not received direction inconsistent with the original request from the holders of a majority in aggregate principal amount of the outstanding notes of that series within 60 days after the original request.
|
(1)
|
either:
|
(a)
|
all of the debt securities of that series that have been authenticated and delivered (except lost, stolen or destroyed securities which have been replaced or paid and securities for whose payment money has been held in trust) have been cancelled or delivered to the Trustee for cancellation; or
|
(b)
|
all of the debt securities of that series not cancelled or delivered to the Trustee for cancellation (i) have become due and payable, (ii) will become due and payable at their stated maturity within one year, or (iii) are to be called for redemption within one year, under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of us, and we have irrevocably deposited or caused to be deposited with the Trustee cash, U.S. government obligations or a combination thereof sufficient to pay all the principal, interest and any premium due to the date of such deposit or the stated maturity date or redemption date of the debt securities, as the case may be;
|
(2)
|
we have paid or caused to be paid all other sums payable by us under the Indenture with respect to the debt securities of such series; and
|
(3)
|
we have delivered to the Trustee an officers' certificate and an opinion of counsel each stating that all conditions precedent under the Indenture relating to the satisfaction and discharge of the Indenture with respect to the debt securities of such series have been complied with.
|
•
|
to be discharged from all of our obligations, subject to limited exceptions, with respect to any series of debt securities then outstanding; and
|
TABLE OF CONTENTS
•
|
to be released from our obligations under the following covenants and from the consequences of an Event of Default resulting from a breach of these and a number of other covenants:
|
(1)
|
the limitations on sale and lease-back transactions under the Indenture;
|
(2)
|
the limitations on liens under the Indenture; and
|
(3)
|
covenants as to payment of taxes.
|
TABLE OF CONTENTS
(1)
|
the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of our assets and those of our subsidiaries, taken as a whole, to any "person" or "group" (as those terms are used for purposes of Section 13(d)(3) of the Exchange Act), other than us or one or more of our subsidiaries;
|
(2)
|
the consummation of any transaction or series of related transactions (including, without limitation, any merger or consolidation) the result of which is that any "person" or "group" (as those terms are used for purposes of Section 13(d)(3) of the Exchange Act), other than us or one of our wholly owned subsidiaries, becomes the beneficial owner, directly or indirectly, of more than 50% of the then outstanding number of shares of our Voting Stock, measured by voting power rather than number of shares; provided, however, that a person shall not be deemed to be a beneficial owner of, or to own beneficially, (A) any securities tendered pursuant to a tender or exchange offer made by or on behalf of such person or any of such person's affiliates until such tendered securities are accepted for purchase or exchange thereunder or (B) any securities if such beneficial ownership (i) arises solely as a result of a revocable proxy delivered in response to a proxy or consent solicitation made pursuant to the applicable rules and regulations under the Exchange Act and (ii) is not also then reportable on Schedule 13D (or any successor schedule) under the Exchange Act;
|
(3)
|
we consolidate with, or merge with or into, any person, or any person consolidates with, or merges with or into, us, in any such event pursuant to a transaction in which any of our outstanding Voting Stock or the Voting Stock of such other person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of our Voting Stock outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving person or any direct or indirect parent company of the surviving person, measured by voting power rather than number of shares, immediately after giving effect to such transaction; or
|
(4)
|
the adoption by us of a plan providing for our liquidation or dissolution.
|
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
•
|
the depositary in the United States; or
|
•
|
in Europe, (i) Clearstream Banking, société anonyme, referred to in this prospectus supplement as Clearstream, or (ii) Euroclear Bank S.A./N.V., as operator of the Euroclear System, referred to in this prospectus supplement as Euroclear,
|
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
•
|
you do not, directly or indirectly, actually or constructively, own 10% or more of the total combined voting power of all classes of our stock entitled to vote;
|
•
|
you are not a bank receiving interest pursuant to a loan agreement entered into in the ordinary course of your trade or business;
|
•
|
you are not a "controlled foreign corporation" with respect to which we are a "related person" within the meaning of the Code; and
|
•
|
you meet certain certification requirements.
|
•
|
the gain is effectively connected with your conduct of a trade or business within the United States (and, if required by an applicable treaty is attributable to a U.S. permanent establishment); or
|
•
|
you are an individual and have been present in the United States for 183 days or more in the taxable year of disposition and certain other requirements are met.
|
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
Underwriter
|
Principal
Amount of
Floating
Rate Notes
|
Principal
Amount of
20
Notes
|
Principal
Amount of
20
Notes
|
Principal
Amount of
20
Notes
|
Principal
Amount of
20
Notes
|
Principal
Amount of
20
Notes
|
Principal
Amount of
20
Notes
|
||||||||||||||
Citigroup Global Markets Inc.
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
||||||||||||||
J.P. Morgan Securities LLC
|
|||||||||||||||||||||
Mizuho Securities USA LLC
|
|||||||||||||||||||||
Total
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
||||||||||||||
TABLE OF CONTENTS
Per Note
|
Total
|
|||||
Floating Rate Notes
|
%
|
$
|
||||
20 Notes
|
%
|
$
|
||||
20 Notes
|
%
|
$
|
||||
20 Notes
|
%
|
$
|
||||
20 Notes
|
%
|
$
|
||||
20 Notes
|
%
|
$
|
||||
20 Notes
|
%
|
$
|
||||
•
|
Over-allotment involves syndicate sales in excess of the offering size, which creates a syndicate short position.
|
•
|
Stabilizing transactions permit bids to purchase the underlying security as long as the stabilizing bids do not exceed a specified maximum.
|
•
|
Syndicate covering transactions involve purchases of notes in the open market after the distribution of such notes has been completed in order to cover syndicate short positions.
|
•
|
Penalty bids permit the representatives to reclaim a selling concession from a syndicate member when the notes originally sold by such syndicate member are purchased in a stabilizing transaction or a syndicate covering transaction to cover syndicate short positions.
|
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
•
|
Hewlett Packard Enterprise's Annual Report on Form 10-K for the year ended October 31, 2023, filed on December 22, 2023, including the portions of Hewlett Packard Enterprise's Definitive Proxy Statement on Schedule 14A filed on February 21, 2024 that are incorporated by reference into Part III of such Annual Report on Form 10-K;
|
•
|
Hewlett Packard Enterprise's Quarterly Reports on Form 10-Q for the quarterly periods ended January 31, 2024, April 30, 2024 and July 31, 2024, filed on March 5, 2024, June 5, 2024 and September 5, 2024, respectively;
|
•
|
Hewlett Packard Enterprise's Current Reports on Form 8-K filed on December 15, 2023, January 10, 2024, January 23, 2024, January 24, 2024, February 8, 2024, February 22, 2024 (Amendment No. 1), April 1, 2024, April 12, 2024, May 24, 2024 and September 9, 2024;
|
•
|
Part I, Item 1A of Juniper Networks, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2023, filed on February 7, 2024; and
|
•
|
Part II, Item 1A of Juniper Networks, Inc.'s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2024 and June 30, 2024, filed on April 26, 2024 and July 26, 2024, respectively.
|
TABLE OF CONTENTS
TABLE OF CONTENTS
Page
|
|||
ABOUT THIS PROSPECTUS
|
1
|
||
ABOUT THE COMPANY
|
1
|
||
FORWARD-LOOKING STATEMENTS
|
2
|
||
USE OF PROCEEDS
|
3
|
||
DESCRIPTION OF THE DEBT SECURITIES
|
4
|
||
DESCRIPTION OF CAPITAL STOCK
|
12
|
||
DESCRIPTION OF OTHER SECURITIES
|
14
|
||
PLAN OF DISTRIBUTION
|
15
|
||
VALIDITY OF THE SECURITIES
|
16
|
||
EXPERTS
|
16
|
||
WHERE YOU CAN FIND MORE INFORMATION
|
16
|
||
INFORMATION INCORPORATED BY REFERENCE
|
17
|
||
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
•
|
whether the debt securities are senior or subordinated;
|
•
|
the offering price;
|
•
|
the title;
|
•
|
any limit on the aggregate principal amount;
|
•
|
the person who shall be entitled to receive interest, if other than the record holder on the record date;
|
•
|
the date the principal will be payable;
|
•
|
the interest rate, if any, the date interest will accrue, the interest payment dates and the regular record dates;
|
•
|
the interest rate, if any, payable on overdue installments of principal, premium or interest;
|
•
|
the place where payments shall be made;
|
•
|
any mandatory or optional redemption provisions;
|
•
|
if applicable, the method for determining how principal, premium, if any, or interest will be calculated by reference to an index or formula;
|
•
|
if other than U.S. currency, the currency or currency units in which principal, premium, if any, or interest will be payable and whether we or the holder may elect payment to be made in a different currency;
|
•
|
the portion of the principal amount that will be payable upon acceleration of stated maturity, if other than the entire principal amount;
|
•
|
if the principal amount payable at stated maturity will not be determinable as of any date prior to stated maturity, that the amount payable will be deemed to be the principal amount;
|
•
|
any defeasance provisions if different from those described below under "Satisfaction and Discharge-Defeasance;"
|
TABLE OF CONTENTS
•
|
any conversion or exchange provisions;
|
•
|
whether the debt securities will be issuable in the form of a global security and, if so, the identity of the depositary with respect to such global security;
|
•
|
any subordination provisions if different from those described below under "Subordinated Debt Securities;"
|
•
|
any paying agents, authenticating agents or security registrars;
|
•
|
any guarantees on the debt securities;
|
•
|
any security for any of the debt securities;
|
•
|
any deletions of, or changes or additions to, the events of default or covenants; and
|
•
|
any other specific terms of such debt securities.
|
•
|
the debt securities will be registered debt securities; and
|
•
|
registered debt securities denominated in U.S. dollars will be issued in denominations of $2,000 and any integral multiple of $1,000 in excess of $2,000.
|
•
|
issue, register the transfer of, or exchange any debt security of that series during a period beginning at the opening of business 15 days before the day of sending a notice of redemption and ending at the close of business on the day of the transmission; or
|
•
|
register the transfer of or exchange any debt security of that series selected for redemption, in whole or in part, except the unredeemed portion being redeemed in part.
|
•
|
be registered in the name of a depositary that we will identify in a prospectus supplement;
|
•
|
be deposited with the depositary or nominee or custodian; and
|
•
|
bear any required legends.
|
TABLE OF CONTENTS
•
|
the depositary has notified us that it is unwilling or unable to continue as depositary or has ceased to be qualified to act as depositary and a successor depositary is not appointed by us within 90 days;
|
•
|
an event of default is continuing; or
|
•
|
any other circumstances described in a prospectus supplement have occurred permitting the issuance of certificated debt securities.
|
•
|
entitled to have the debt securities registered in their names;
|
•
|
entitled to physical delivery of certificated debt securities; and
|
•
|
considered to be holders of those debt securities under the indenture.
|
•
|
payment of interest on a debt security on any interest payment date will be made to the person in whose name the debt security is registered at the close of business on the regular record date; and
|
•
|
payment on debt securities of a particular series will be payable at the office of a paying agent or paying agents designated by us.
|
TABLE OF CONTENTS
•
|
the successor, if any, is a U.S. corporation, limited liability company, partnership, trust or other entity;
|
•
|
the successor assumes our obligations on the debt securities and under the indentures;
|
•
|
immediately after giving effect to the transaction, no default or event of default shall have occurred and be continuing; and
|
•
|
certain other conditions are met.
|
(1)
|
failure to pay principal of or any premium on any debt security of that series at its maturity;
|
(2)
|
failure to pay any interest on any debt security of that series when due and payable, if that failure continues for 30 days;
|
(3)
|
failure to make any sinking fund payment when due and payable, if that failure continues for 30 days;
|
(4)
|
failure to perform any other covenant in the indenture, if that failure continues for 90 days after we are given the notice of the failure required in the indenture;
|
(5)
|
certain events of bankruptcy, insolvency or reorganization; and
|
(6)
|
any other event of default specified in the prospectus supplement.
|
TABLE OF CONTENTS
(1)
|
the holder has previously given to the trustee written notice of a continuing event of default with respect to the debt securities of that series;
|
(2)
|
the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series have made a written request and have offered reasonable indemnity to the trustee to institute the proceeding; and
|
(3)
|
the trustee has failed to institute the proceeding and has not received direction inconsistent with the original request from the holders of a majority in aggregate principal amount of the outstanding debt securities of that series within 60 days after the original request.
|
•
|
providing for our successor to assume the covenants under the indenture;
|
•
|
adding covenants or events of default or surrendering our rights or powers;
|
•
|
making certain changes to facilitate the issuance of the securities;
|
•
|
securing the securities;
|
•
|
adding guarantees in respect of any securities;
|
•
|
providing for a successor trustee;
|
•
|
curing any ambiguities, defects or inconsistencies;
|
•
|
permitting or facilitating the defeasance and discharge of the securities;
|
•
|
making any other changes that do not adversely affect the rights of the holders of the securities; and
|
•
|
other changes specified in the indenture.
|
•
|
change the stated maturity of any debt security;
|
•
|
reduce the principal, premium, if any, or interest rate on any debt security;
|
•
|
reduce the amount of principal of an original issue discount security or any other debt security payable on acceleration of maturity;
|
•
|
change the method of computing the amount of principal or interest of any debt security or the place of payment or the currency in which any debt security is payable;
|
•
|
impair the right to sue for any payment after the stated maturity or redemption date;
|
•
|
if subordinated debt securities, modify the subordination provisions in a materially adverse manner to the holders of subordinated debt securities;
|
•
|
adversely affect the right to convert any debt security; or
|
•
|
change the provisions in the indenture that relate to modifying or amending the indenture.
|
TABLE OF CONTENTS
(a)
|
either:
|
(1)
|
all of the debt securities of that series that have been authenticated and delivered (except lost, stolen or destroyed securities which have been replaced or paid and securities for whose payment money has been held in trust) have been cancelled or delivered to the trustee for cancellation; or
|
(2)
|
all of the debt securities of that series not cancelled or delivered to the trustee for cancellation (A) have become due and payable, (B) will become due and payable at their stated maturity within one year, or (C) are to be called for redemption within one year, under arrangements satisfactory to the trustee for the giving of notice of redemption by the trustee in the name, and at the expense, of us, and we have irrevocably deposited or caused to be deposited enough money with the trustee to pay all the principal, interest and any premium due to the date of such deposit or the stated maturity date or redemption date of the debt securities, as the case may be;
|
(b)
|
we have paid or caused to be paid all other sums payable by us under the indenture with respect to the debt securities of such series; and
|
(c)
|
we have delivered to the trustee an officers' certificate and an opinion of counsel each stating that all conditions precedent under the indenture relating to the satisfaction and discharge of the indenture with respect to the debt securities of such series have been complied with.
|
•
|
to be discharged from all of our obligations, subject to limited exceptions, with respect to any series of debt securities then outstanding; and
|
•
|
to be released from our obligations under the following covenants and from the consequences of an event of default resulting from a breach of these and a number of other covenants:
|
(1)
|
the limitations on sale and lease-back transactions under the senior indenture;
|
(2)
|
the limitations on liens under the senior indenture;
|
(3)
|
covenants as to payment of taxes and maintenance of properties; and
|
(4)
|
the subordination provisions under the subordinated indenture.
|
TABLE OF CONTENTS
(1)
|
we or any restricted subsidiary would be entitled to incur indebtedness secured by a mortgage on the principal property involved in such transaction at least equal in amount to the attributable debt with respect to the lease, without equally and ratably securing the senior debt securities, pursuant to "Limitations on Liens" described above; or
|
(2)
|
an amount equal to the greater of the following amounts is applied within 180 days of such sale to the retirement of our or any restricted subsidiary's long-term debt or the purchase or development of comparable property:
|
•
|
the net proceeds from the sale; or
|
•
|
the attributable debt with respect to the sale and lease-back transaction.
|
•
|
the total amount of the sale and lease-back transactions; and
|
•
|
the total amount of secured debt.
|
•
|
in the event that holders of subordinated debt securities receive a payment before we have paid all senior indebtedness in full, the holders of such subordinated debt securities are required to pay over their share of such distribution to the trustee in bankruptcy, receiver or other person distributing our assets to pay all senior debt remaining to the extent necessary to pay all holders of senior debt in full; and
|
TABLE OF CONTENTS
•
|
our unsecured creditors who are not holders of subordinated debt securities or holders of senior debt may recover less, ratably, than holders of senior debt and may recover more, ratably, than the holders of subordinated debt securities.
|
•
|
our indebtedness for borrowed money;
|
•
|
our obligations evidenced by bonds, debentures, notes or similar instruments sold by us for cash;
|
•
|
our obligations under any interest rate swaps, caps, collars, options, and similar arrangements;
|
•
|
our obligations under any foreign exchange contract, currency swap contract, futures contract, currency option contract, or other foreign currency hedge arrangements;
|
•
|
our obligations under any credit swaps, caps, floors, collars and similar arrangements;
|
•
|
indebtedness incurred, assumed or guaranteed by us in connection with the acquisition by us or any of our subsidiaries of any business, properties or assets, except purchase-money indebtedness classified as accounts payable under generally accepted accounting principles;
|
•
|
our obligations as lessee under leases required to be capitalized on our balance sheet in conformity with generally accepted accounting principles;
|
•
|
all obligations under any lease or related document, including a purchase agreement, in connection with the lease of real property which provides that we are contractually obligated to purchase or cause a third party to purchase the leased property and thereby guarantee a minimum residual value of the leased property to the lessor and our obligations under such lease or related document to purchase or to cause a third party to purchase such leased property;
|
•
|
our reimbursement obligations in respect of letters of credit relating to indebtedness or our other obligations that qualify as indebtedness or obligations of the kind referred to above; and
|
•
|
our obligations under direct or indirect guaranties in respect of, and obligations to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to above.
|
TABLE OF CONTENTS
(a)
|
prior to such time, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;
|
(b)
|
upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding those shares owned:
|
•
|
by persons who are directors and also officers; and
|
•
|
by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
|
(c)
|
at or subsequent to such time the business combination is approved by the board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least 662/3% of the outstanding voting stock that is not owned by the interested stockholder.
|
TABLE OF CONTENTS
(1)
|
any merger or consolidation involving (i) the corporation or a direct or indirect majority-owned subsidiary of the corporation and (ii) the interested stockholder or any other corporation, partnership or entity if the merger or consolidation is caused by the interested stockholder and as a result of such merger or consolidation any of (a), (b) or (c) above is not applicable to the surviving entity;
|
(2)
|
any sale, lease, exchange, mortgage, transfer, pledge or other disposition of 10% or more of the assets or outstanding stock of the corporation or any direct or indirect majority-owned subsidiary of the corporation to or with the interested stockholder;
|
(3)
|
subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation or any direct or indirect majority-owned subsidiary of the corporation of any stock of the corporation or such subsidiary to the interested stockholder;
|
(4)
|
any transaction involving the corporation or any direct or indirect majority-owned subsidiary of the corporation that has the effect of increasing the proportionate share of the stock of any class or series, or securities convertible into the stock of any class or series, of the corporation or any such subsidiary which is beneficially owned by the interested stockholder; or
|
(5)
|
the receipt by the interested stockholder of the benefit, directly or indirectly, of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation or any direct or indirect majority-owned subsidiary of the corporation.
|
TABLE OF CONTENTS
TABLE OF CONTENTS
•
|
through agents;
|
•
|
to or through underwriters;
|
•
|
through broker-dealers (acting as agent or principal);
|
•
|
directly by us to purchasers, through a specific bidding or auction process or otherwise;
|
•
|
through a combination of any such methods of sale; and
|
•
|
through any other methods described in a prospectus supplement.
|
TABLE OF CONTENTS
TABLE OF CONTENTS
•
|
Annual Report on Form 10-K for the fiscal year ended October 31, 2023;
|
•
|
Current Report on Form 8-K filed with SEC on December 15, 2023; and
|
•
|
Description of our common stock contained in our Information Statement filed as Exhibit 99.1 to the Registration Statement on Form 10 filed on October 7, 2015, as amended or updated.
|
TABLE OF CONTENTS
Citigroup
|
J.P. Morgan
|
Mizuho
|
||||