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Pricing Term Sheet
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Free Writing Prospectus
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dated as of September 12, 2024
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Filed Pursuant to Rule 433
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Supplementing the
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Preliminary Prospectus Supplement dated September 10, 2024 to the
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Prospectus dated December 22, 2023
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Registration No. 333-276221
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Issuer:
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Hewlett Packard Enterprise Company
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Ratings (Moody’s / S&P / Fitch)*:
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Baa2/BBB/BBB+
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Trade Date:
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September 12, 2024
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Settlement Date**:
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September 26, 2024 (T+10)
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Maturity Date:
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2026 Notes: September 25, 2026
2027 Notes: September 25, 2027
2029 Notes: October 15, 2029
2031 Notes: October 15, 2031
2034 Notes: October 15, 2034
2054 Notes: October 15, 2054
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Principal Amount Offered:
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2026 Notes: $1,250,000,000
2027 Notes: $1,250,000,000
2029 Notes: $1,750,000,000
2031 Notes: $1,250,000,000
2034 Notes: $2,000,000,000
2054 Notes: $1,500,000,000
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Price to Public
(Issue Price):
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2026 Notes: 99.996% of the principal amount
2027 Notes: 99.953% of the principal amount
2029 Notes: 99.894% of the principal amount
2031 Notes: 99.908% of the principal amount
2034 Notes: 99.078% of the principal amount
2054 Notes: 98.086% of the principal amount
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Interest Rate:
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2026 Notes: 4.450%
2027 Notes: 4.400%
2029 Notes: 4.550%
2031 Notes: 4.850%
2034 Notes: 5.000%
2054 Notes: 5.600%
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Interest Payment Dates:
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2026 Notes: Semi-annually in arrears on March 25 and September 25, beginning on March 25, 2025
2027 Notes: Semi-annually in arrears on March 25 and September 25, beginning on March 25, 2025
2029 Notes: Semi-annually in arrears on April 15 and October 15, beginning on April 15, 2025
2031 Notes: Semi-annually in arrears on April 15 and October 15, beginning on April 15, 2025
2034 Notes: Semi-annually in arrears on April 15 and October 15, beginning on April 15, 2025
2054 Notes: Semi-annually in arrears on April 15 and October 15, beginning on April 15, 2025
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Benchmark Treasury:
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2026 Notes: 3.750% UST due August 31, 2026
2027 Notes: 3.750% UST due August 15, 2027
2029 Notes: 3.625% UST due August 31, 2029
2031 Notes: 3.750% UST due August 31, 2031
2034 Notes: 3.875% UST due August 15, 2034
2054 Notes: 4.625% UST due May 15, 2054
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Benchmark Treasury Price and Yield:
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2026 Notes: 100-057/8; 3.652%
2027 Notes: 100-20+; 3.517%
2029 Notes: 100-22; 3.473%
2031 Notes: 101-041/4; 3.565%
2034 Notes: 101-22+; 3.668%
2054 Notes: 111-03; 3.984%
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Spread to Benchmark Treasury:
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2026 Notes: +80 basis points
2027 Notes: +90 basis points
2029 Notes: +110 basis points
2031 Notes: +130 basis points
2034 Notes: +145 basis points
2054 Notes: +175 basis points
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Re-offer Yield:
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2026 Notes: 4.452%
2027 Notes: 4.417%
2029 Notes: 4.573%
2031 Notes: 4.865%
2034 Notes: 5.118%
2054 Notes: 5.734%
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Day Count Convention:
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30/360
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Make-whole Call:
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2026 Notes: Treasury Rate + 12.5 basis points at any time prior to September 25, 2026 (the maturity date of the 2026 Notes)
2027 Notes: Treasury Rate + 15 basis points at any time prior to August 25, 2027 (the Par Call Date of the 2027 Notes)
2029 Notes: Treasury Rate + 20 basis points at any time prior to September 15, 2029 (the Par Call Date of the 2029 Notes)
2031 Notes: Treasury Rate + 20 basis points at any time prior to August 15, 2031 (the Par Call Date of the 2031 Notes)
2034 Notes: Treasury Rate + 25 basis points at any time prior to July 15, 2034 (the Par Call Date of the 2034 Notes)
2054 Notes: Treasury Rate + 30 basis points at any time prior to April 15, 2054 (the Par Call Date of the 2054 Notes)
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Par Call:
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2027 Notes: At any time on or after August 25, 2027
2029 Notes: At any time on or after September 15, 2029
2031 Notes: At any time on or after August 15, 2031
2034 Notes: At any time on or after July 15, 2034
2054 Notes: At any time on or after April 15, 2054
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Special Mandatory Redemption:
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If (x) the consummation of the Juniper Acquisition does not occur on or before the later of (i) the date that is five business days after October 9, 2025 and (ii) the date that is five business days after any later date to which we and
Juniper may agree to extend the “End Date” in the Merger Agreement or (y) we notify the Trustee that we will not pursue the consummation of the Juniper Acquisition, we will be required to redeem the 2029 Notes, the 2031 Notes, the 2034 Notes
and the 2054 Notes (collectively, the “mandatorily redeemable notes”) at a redemption price equal to 101% of the aggregate principal amount of the mandatorily redeemable notes, plus accrued and unpaid interest, if any, to, but excluding, the
special mandatory redemption date. The 2026 Notes and the 2027 Notes are not subject to the special mandatory redemption.
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Concurrent Preferred Offering:
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On September 10, 2024, the Issuer priced 30,000,000 shares (including the exercise of the over-allotment option by the underwriters thereto) of its 7.625% Series C Mandatory Convertible Preferred Stock, par value $0.01 per share (the
“Concurrent Preferred Offering”). There can be no assurance that the Concurrent Preferred Offering will be completed. The closing of this offering of the notes is not subject to the completion of the Concurrent Preferred Offering. The Issuer
estimates that the net proceeds to the Issuer from the Concurrent Preferred Offering, if completed, after deducting underwriting discounts and commissions and estimated expenses payable by the Issuer (and including the exercise of the
over-allotment option by the underwriters thereto), will be approximately $1.46 billion.
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CUSIP / ISIN:
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2026 Notes: 42824C BR9 / US42824CBR97
2027 Notes: 42824C BS7 / US42824CBS70
2029 Notes: 42824C BT5 / US42824CBT53
2031 Notes: 42824C BU2 / US42824CBU27
2034 Notes: 42824C BV0 / US42824CBV00
2054 Notes: 42824C BW8 / US42824CBW82
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Denominations:
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$2,000 × $1,000
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Joint Book-Running Managers:
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Citigroup Global Markets Inc.
J.P. Morgan Securities LLC
Mizuho Securities USA LLC
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Joint Bookrunners:
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Barclays Capital Inc.
BNP Paribas Securities Corp.
Deutsche Bank Securities Inc.
HSBC Securities (USA) Inc.
Wells Fargo Securities, LLC
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Co-Managers:
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ANZ Securities, Inc.
CIBC World Markets Corp.
Credit Agricole Securities (USA) Inc.
ING Financial Markets LLC
Loop Capital Markets LLC
NatWest Markets Securities Inc.
Oversea-Chinese Banking Corporation Limited
Santander US Capital Markets LLC
SG Americas Securities, LLC
Standard Chartered Bank
TD Securities (USA) LLC
U.S. Bancorp Investments, Inc.
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