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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Hewlett Packard Enterprise Company | NYSE:HPE | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.25 | 1.47% | 17.22 | 17.23 | 16.875 | 17.00 | 4,329,477 | 18:29:06 |
Title of Each Class of Securities To Be Registered
|
| |
Amount To Be Registered
|
| |
Maximum Offering Price Per Unit
|
| |
Maximum Aggregate Offering Price
|
| |
Amount of Registration Fee(1)
|
1.450% Notes due 2024
|
| |
$1,000,000,000
|
| |
99.883%
|
| |
$998,830,000
|
| |
$129,648.14
|
1.750% Notes due 2026
|
| |
$750,000,000
|
| |
99.820%
|
| |
$748,650,000
|
| |
$97,174.77
|
(1)
|
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended. The total registration fee due for this offering is $226,822.91.
|
|
| |
Price to
Public(1) |
| |
Underwriting
Discount |
| |
Proceeds, Before
Expenses, to Hewlett Packard Enterprise(1) |
Per 2024 note
|
| |
99.883%
|
| |
0.230%
|
| |
99.653%
|
2024 notes total
|
| |
$998,830,000
|
| |
$2,300,000
|
| |
$996,530,000
|
Per 2026 note
|
| |
99.820%
|
| |
0.360%
|
| |
99.460%
|
2026 notes total
|
| |
$748,650,000
|
| |
$2,700,000
|
| |
$745,950,000
|
Total
|
| |
$1,747,480,000
|
| |
$5,000,000
|
| |
$1,742,480,000
|
(1)
|
Plus accrued interest, if any, from July 17, 2020 if settlement occurs after that date.
|
Citigroup
|
| |
Deutsche Bank Securities
|
| |
HSBC
|
| |
Wells Fargo Securities
|
BNP PARIBAS
|
| |
BofA Securities
|
| |
J.P. Morgan
|
| |
Mizuho Securities
|
| |
MUFG
|
NatWest Markets
|
| |
Santander
|
| |
Barclays
|
| |
Goldman Sachs & Co. LLC
|
| |
ING
|
Loop Capital Markets
|
| |
SOCIETE GENERALE
|
| |
TD Securities
|
| |
US Bancorp
|
ANZ Securities
|
| |
Credit Agricole CIB
|
| |
Credit Suisse
|
| |
Standard Chartered Bank
|
| |
MFR Securities, Inc.
|
|
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Page
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Page
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•
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Compute. HPE’s compute portfolio offers both general purpose servers for multi-workload computing and workload optimized servers. Compute offerings also include operational services, transformation projects, professional services and support services.
|
•
|
High Performance Compute & Mission-Critical Systems. HPE’s Compute, High Performance Compute & Mission-Critical Systems (“HPC & MCS”) portfolio offers workload-optimized servers designed to support specific use cases. HPC & MCS offerings also include operational services, transformation projects, professional services and support services.
|
•
|
Storage. HPE provides workload optimized storage product and service offerings that are AI-driven and built for cloud environments with GreenLake as-a-service consumption and flexible investment options.
|
•
|
Advisory and Professional Services provides consultative-led services, expertise and advice, implementation services as well as complex solution engagement capabilities. Advisory and Professional Services (“A&PS”) A&PS experts advise their customers through their digital transformation. A&PS is also a provider of on-premises flexible consumption models, such as HPE GreenLake, that enable IT agility, simplify operations, and align cost to value.
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•
|
Intelligent Edge is comprised of a portfolio of secure edge-to-cloud solutions operating under the Aruba brand that includes wired and wireless local area network, campus and data center switching, software-defined wide-area-networking, security, and associated services to enable secure connectivity for businesses of any size. The primary business drivers for Intelligent Edge solutions are mobility and the Internet of Things.
|
•
|
Financial Services provides flexible investment solutions, such as leasing, financing, IT consumption, and 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. FS also supports financial solutions for on-premise flexible consumption models, such as HPE GreenLake. FS offers a wide selection of investment solution capabilities for large enterprise customers and channel partners, along with an array of financial options to small- and medium-sized businesses and educational and governmental entities.
|
•
|
Corporate Investments includes Hewlett Packard Labs which is responsible for research and development and also hosts certain business incubations projects, and the Communications and Media Solutions business.
|
•
|
incur debt secured by liens;
|
•
|
engage in certain sale and leaseback transactions; and
|
•
|
consolidate, merge, convey or transfer our assets substantially as an entirety.
|
•
|
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 our outstanding floating rate notes and borrowings under our revolving credit facility are 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.
|
|
| |
April 30, 2020
|
|||
|
| |
Actual
|
| |
As Adjusted
|
|
| |
(In millions)
|
|||
Cash and cash equivalents
|
| |
$5,131
|
| |
$3,830
|
|
| |
|
| |
|
Liabilities:
|
| |
|
| |
|
Notes payable and short-term borrowings
|
| |
$5,162
|
| |
$2,157
|
Long-term debt
|
| |
|
| |
|
Revolving Credit Facility(1)
|
| |
—
|
| |
—
|
3.600% senior notes due 2020(2)
|
| |
3,000
|
| |
—
|
Floating rate senior notes due 2021
|
| |
800
|
| |
800
|
Floating rate senior notes due 2021
|
| |
500
|
| |
500
|
3.500% senior notes due 2021
|
| |
500
|
| |
500
|
4.400% senior notes due 2022
|
| |
1,349
|
| |
1,349
|
2.250% senior notes due 2023
|
| |
1,000
|
| |
1,000
|
4.450% senior notes due 2023
|
| |
1,249
|
| |
1,249
|
4.650% senior notes due 2024
|
| |
998
|
| |
998
|
4.900% senior notes due 2025
|
| |
2,496
|
| |
2,496
|
6.200% senior notes due 2035
|
| |
750
|
| |
750
|
6.350% senior notes due 2045
|
| |
1,499
|
| |
1,499
|
2024 notes offered hereby
|
| |
—
|
| |
999
|
2026 notes offered hereby
|
| |
—
|
| |
749
|
Asset Backed Securities(3)
|
| |
1,244
|
| |
1,244
|
Total long-term debt, excluding current portion(4)
|
| |
11,553
|
| |
13,292
|
Total debt
|
| |
16,715
|
| |
15,449
|
Total stockholders’ equity
|
| |
$16,258
|
| |
$16,227
|
Total capitalization
|
| |
$32,973
|
| |
$31,676
|
(1)
|
The aggregate amount of loan commitments under our revolving credit facility is $4.75 billion. As of April 30, 2020, we had no outstanding borrowings under our revolving credit facility.
|
(2)
|
We intend to use the net proceeds from this offering, together with cash on hand, to fund the redemption of our 3.600% senior notes due 2020 and to pay related fees and expenses. The “as adjusted cash and cash equivalents” information in this table reflects the payment of the estimated applicable redemption premium and accrued and unpaid interest on the 3.600% senior notes due 2020 to be redeemed.
|
(3)
|
Does not include the $1.0 billion issuance by a subsidiary of the Company of asset-backed notes collateralized by receivables arising under loan contracts, lease contracts and related interests, which closed on June 30, 2020.
|
(4)
|
Includes fair value adjustments related to interest rate swaps, unamortized debt issuance costs, funding related activity associated with the Financial Services business and other debt (including capital lease obligations). As a result, amounts do not sum.
|
•
|
100% of the principal amount of the notes to be redeemed; and
|
•
|
the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the notes to be redeemed matured on the applicable Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 20 basis points (in the case of the 2024 notes) or 25 basis points (in the case of the 2026 notes),
|
•
|
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.
|
(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;
|
(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.
|
(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
|
(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 for 30 days when due;
|
(3)
|
failure to perform any other covenant 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.
|
(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; 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 notes of that series within 60 days after the original request.
|
(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;
|
(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;
|
(4)
|
the first day on which a majority of the members of our Board of Directors are not Continuing Directors; or
|
(5)
|
the adoption by us of a plan providing for our liquidation or dissolution.
|
(1)
|
total current liabilities, excluding:
|
•
|
notes and loans payable;
|
•
|
current maturities of long-term debt; and
|
•
|
current maturities of obligations under capital leases; and
|
(2)
|
certain intangible assets, to the extent included in total assets.
|
•
|
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,
|
•
|
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” for U.S. federal income tax purposes that is, actually or constructively, related to us through stock ownership (as provided in the Code);
|
•
|
the interest payments are not effectively connected with your conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, are not attributable to a U.S. permanent establishment); 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.
|
Underwriter
|
| |
Principal
Amount of 2024 Notes |
| |
Principal
Amount of 2026 Notes |
Citigroup Global Markets Inc.
|
| |
$170,000,000
|
| |
$127,500,000
|
Deutsche Bank Securities Inc.
|
| |
170,000,000
|
| |
127,500,000
|
HSBC Securities (USA) Inc.
|
| |
170,000,000
|
| |
127,500,000
|
Wells Fargo Securities, LLC
|
| |
170,000,000
|
| |
127,500,000
|
BNP Paribas Securities Corp.
|
| |
29,100,000
|
| |
21,825,000
|
BofA Securities, Inc.
|
| |
29,100,000
|
| |
21,825,000
|
J.P. Morgan Securities LLC
|
| |
29,100,000
|
| |
21,825,000
|
Mizuho Securities USA LLC
|
| |
21,900,000
|
| |
16,425,000
|
MUFG Securities Americas Inc.
|
| |
21,900,000
|
| |
16,425,000
|
NatWest Markets Securities Inc.
|
| |
21,900,000
|
| |
16,425,000
|
Santander Investment Securities Inc.
|
| |
21,900,000
|
| |
16,425,000
|
Barclays Capital Inc.
|
| |
15,700,000
|
| |
11,775,000
|
Goldman Sachs & Co. LLC
|
| |
15,700,000
|
| |
11,775,000
|
ING Financial Markets LLC
|
| |
15,700,000
|
| |
11,775,000
|
Loop Capital Markets LLC
|
| |
15,700,000
|
| |
11,775,000
|
SG Americas Securities, LLC
|
| |
15,700,000
|
| |
11,775,000
|
TD Securities (USA) LLC
|
| |
15,700,000
|
| |
11,775,000
|
U.S. Bancorp Investments, Inc.
|
| |
15,700,000
|
| |
11,775,000
|
ANZ Securities, Inc.
|
| |
7,800,000
|
| |
5,850,000
|
Credit Agricole Securities (USA) Inc.
|
| |
7,800,000
|
| |
5,850,000
|
Credit Suisse Securities (USA) LLC
|
| |
7,800,000
|
| |
5,850,000
|
Standard Chartered Bank
|
| |
7,800,000
|
| |
5,850,000
|
MFR Securities, Inc.
|
| |
4,000,000
|
| |
3,000,000
|
Total
|
| |
$1,000,000,000
|
| |
$750,000,000
|
|
| |
Per Note
|
| |
Total
|
2024 notes
|
| |
0.230%
|
| |
$2,300,000
|
2026 notes
|
| |
0.360%
|
| |
$2,700,000
|
•
|
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.
|
(a)
|
it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the “FSMA”)) received by it in connection with the issue or sale of the notes in circumstances in which Section 21(1) of the FSMA does not apply to HPE; and
|
(b)
|
it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the notes in, from or otherwise involving the United Kingdom.
|
•
|
to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”);
|
•
|
to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; or
|
•
|
otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
|
•
|
a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
|
•
|
a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures, and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the notes under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.
|
•
|
Annual Report on Form 10-K for the year ended October 31, 2019, filed on December 13, 2019, including the portions of the Definitive Proxy Statement on Schedule 14A filed on February 13, 2020 that are incorporated by reference into Part III of such Annual Report on Form 10-K;
|
•
|
Quarterly Reports on Form 10-Q for the quarter ended January 31, 2020, filed on March 9, 2020, and for the quarter ended on April 30, 2020, filed on June 2, 2020; and
|
•
|
Current Reports on Form 8-K filed on November 4, 2019, February 6, 2020, April 3, 2020, April 9, 2020, April 28, 2020, May 21, 2020 (Items 2.05 and 5.02 only) and July 13, 2020 (Item 1.01 only).
|
|
| |
Years Ended October 31,
|
||||||||||||
|
| |
2017
|
| |
2016
|
| |
2015
|
| |
2014
|
| |
2013
|
Ratios of earnings to fixed charges
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| |
1.6x
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7.2x
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6.0x
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7.9x
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8.7x
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whether the debt securities are senior or subordinated;
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the offering price;
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the title;
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any limit on the aggregate principal amount;
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the person who shall be entitled to receive interest, if other than the record holder on the record date;
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the date the principal will be payable;
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the interest rate, if any, the date interest will accrue, the interest payment dates and the regular record dates;
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the interest rate, if any, payable on overdue installments of principal, premium or interest;
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the place where payments shall be made;
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any mandatory or optional redemption provisions;
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if applicable, the method for determining how principal, premium, if any, or interest will be calculated by reference to an index or formula;
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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;
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the portion of the principal amount that will be payable upon acceleration of stated maturity, if other than the entire principal amount;
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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;
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any defeasance provisions if different from those described below under “Satisfaction and Discharge—Defeasance;”
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any conversion or exchange provisions;
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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;
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any subordination provisions if different from those described below under “Subordinated Debt Securities;”
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any paying agents, authenticating agents or security registrars;
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any guarantees on the debt securities;
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any security for any of the debt securities;
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any deletions of, or changes or additions to, the events of default or covenants; and
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any other specific terms of such debt securities.
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the debt securities will be registered debt securities; and
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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.
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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
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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.
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be registered in the name of a depositary that we will identify in a prospectus supplement;
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be deposited with the depositary or nominee or custodian; and
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bear any required legends.
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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;
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an event of default is continuing; or
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any other circumstances described in a prospectus supplement have occurred permitting the issuance of certificated debt securities.
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entitled to have the debt securities registered in their names;
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entitled to physical delivery of certificated debt securities; and
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considered to be holders of those debt securities under the indenture.
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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
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payment on debt securities of a particular series will be payable at the office of a paying agent or paying agents designated by us.
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the successor, if any, is a U.S. corporation, limited liability company, partnership, trust or other entity;
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the successor assumes our obligations on the debt securities and under the indentures;
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immediately after giving effect to the transaction, no default or event of default shall have occurred and be continuing; and
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certain other conditions are met.
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(1)
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failure to pay principal of or any premium on any debt security of that series at its maturity;
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(2)
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failure to pay any interest on any debt security of that series when due and payable, if that failure continues for 30 days;
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(3)
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failure to make any sinking fund payment when due and payable, if that failure continues for 30 days;
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(4)
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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;
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(5)
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certain events of bankruptcy, insolvency or reorganization; and
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(6)
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any other event of default specified in the prospectus supplement.
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(1)
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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;
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(2)
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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
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(3)
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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.
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providing for our successor to assume the covenants under the indenture;
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adding covenants or events of default or surrendering our rights or powers;
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making certain changes to facilitate the issuance of the securities;
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securing the securities;
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adding guarantees in respect of any securities;
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providing for a successor trustee;
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curing any ambiguities, defects or inconsistencies;
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permitting or facilitating the defeasance and discharge of the securities;
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making any other changes that do not adversely affect the rights of the holders of the securities; and
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other changes specified in the indenture.
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change the stated maturity of any debt security;
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reduce the principal, premium, if any, or interest rate on any debt security;
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reduce the amount of principal of an original issue discount security or any other debt security payable on acceleration of maturity;
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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;
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impair the right to sue for any payment after the stated maturity or redemption date;
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if subordinated debt securities, modify the subordination provisions in a materially adverse manner to the holders of subordinated debt securities;
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adversely affect the right to convert any debt security; or
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change the provisions in the indenture that relate to modifying or amending the indenture.
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(a)
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either:
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(1)
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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
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(2)
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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;
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(b)
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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
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(c)
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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.
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•
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to be discharged from all of our obligations, subject to limited exceptions, with respect to any series of debt securities then outstanding; and
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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:
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(1)
|
the limitations on sale and lease-back transactions under the senior indenture;
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(2)
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the limitations on liens under the senior indenture;
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(3)
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covenants as to payment of taxes and maintenance of properties; and
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(4)
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the subordination provisions under the subordinated indenture.
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(1)
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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
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(2)
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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:
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•
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the net proceeds from the sale; or
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the attributable debt with respect to the sale and lease-back transaction.
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•
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the total amount of the sale and lease-back transactions; and
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the total amount of secured debt.
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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
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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.
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our indebtedness for borrowed money;
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our obligations evidenced by bonds, debentures, notes or similar instruments sold by us for cash;
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our obligations under any interest rate swaps, caps, collars, options, and similar arrangements;
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our obligations under any foreign exchange contract, currency swap contract, futures contract, currency option contract, or other foreign currency hedge arrangements;
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our obligations under any credit swaps, caps, floors, collars and similar arrangements;
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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;
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our obligations as lessee under leases required to be capitalized on our balance sheet in conformity with generally accepted accounting principles;
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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;
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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
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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.
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(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;
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(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:
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•
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by persons who are directors and also officers; and
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•
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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
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(c)
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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.
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(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;
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(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;
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(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;
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(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
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(5)
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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.
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•
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through agents;
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to or through underwriters;
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•
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through broker-dealers (acting as agent or principal);
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•
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directly by us to purchasers, through a specific bidding or auction process or otherwise;
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•
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through a combination of any such methods of sale; and
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through any other methods described in a prospectus supplement.
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•
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Annual Report on Form 10-K for the fiscal year ended October 31, 2017;
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•
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Current Report on Form 8-K filed with SEC on November 21, 2017 (as to Item 5.02 only); and
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•
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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.
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