Hewlett Packard Enterprise Company filed SEC Form 8-K: Completion of Acquisition or Disposition of Assets, Regulation FD Disclosure, Other Events, Financial Statements and Exhibits

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

June 28, 2025

Date of Report (Date of Earliest Event Reported)

 

HEWLETT PACKARD ENTERPRISE COMPANY

(Exact name of registrant as specified in its charter)

(678) 259-9860

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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Introductory Note

On July 2, 2025, Hewlett Packard Enterprise Company (“HPE” or the “Company”), Juniper Networks, Inc., a Delaware corporation (“Juniper”) and Jasmine Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of HPE (“Merger Sub”), completed the transactions contemplated by the previously announced Agreement and Plan of Merger, dated as of January 9, 2024 (as it may be amended, supplemented, or otherwise modified from time to time, the “Merger Agreement”) by and among the Company, Juniper and Merger Sub.  Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), Merger Sub merged with and into Juniper (the “Merger”), with Juniper surviving the Merger as a wholly owned subsidiary of HPE.  Capitalized terms used herein without definition have the meanings specified in the Merger Agreement.

 

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

 

At the Effective Time, each share of common stock of Juniper, par value $0.00001 per share (“Juniper Common Stock”) issued and outstanding immediately prior to the Effective Time (excluding shares of Juniper Common Stock that were (i) owned by Juniper as treasury stock or by HPE or Merger Sub, which shares were canceled and ceased to exist, (ii) held by any subsidiary of Juniper or HPE (other than Merger Sub), which shares were converted into such number of shares of common stock of the Surviving Corporation so as to maintain relative ownership percentages, or (iii) held by any stockholder who did not vote in favor of the adoption of the Merger Agreement and who was entitled to demand and properly exercised appraisal rights in respect of such shares in accordance with the General Corporate Law of the State of Delaware), was converted into the right to receive $40.00 in cash, without interest, subject to any required withholding taxes (the “Merger Consideration”).

 

In addition, pursuant to the Merger Agreement and in accordance with the terms set forth therein, at the Effective Time:

 

 

 

 

 

As a result of the completion of the Merger, Juniper became a wholly owned subsidiary of HPE.  The aggregate Merger Consideration paid to Juniper stockholders was approximately $13.4 billion.  HPE funded the aggregate Merger Consideration through a combination of cash from its balance sheet, commercial paper issuances, and borrowings pursuant to its three-year delayed-draw term loan credit facility and 364-day delayed-draw term loan credit facility, both previously disclosed in its Current Report on Form 8-K filed on September 12, 2024.

 

The foregoing description of the Merger, the Merger Agreement and the other transactions contemplated thereby does not purport to be complete and is qualified in its entirety by the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on January 10, 2024, and which is incorporated herein by reference.

 

On July 2, 2025, HPE issued a press release announcing the closing of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information contained in Item 7.01 of this report, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information contained in Item 7.01 of this report, including Exhibit 99.1, shall not be incorporated by reference into any filing of the registrant, whether made before, on, or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing.

Item 8.01

Other Events.

 

(a) Financial statements of businesses or funds acquired.

To be filed by amendment not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.

(b) Pro forma financial information.

To be filed by amendment not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.

(d) Exhibits

* Certain schedules and exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K promulgated by the SEC. HPE agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.