HEWLETT PACKARD ENTERPRISE COMPANY (NYSE:HPE) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On April 1, 2017, Hewlett Packard Enterprise Company (the
Company) completed the previously disclosed transactions (the
Transactions) contemplated by (i) the Agreement and Plan of
Merger, dated as of May 24, 2016, as amended as of November 2,
2016, and as further amended as of December 6, 2016 (the Merger
Agreement), by and among the Company, Computer Sciences
Corporation (CSC), DXC Technology Company, formerly known as
Everett SpinCo, Inc. (DXC), Everett Merger Sub Inc., and New
Everett Merger Sub Inc., a wholly owned subsidiary of DXC (Merger
Sub) and (ii) the Separation and Distribution Agreement, dated as
of May 24, 2016, as amended as of November 2, 2016, as further
amended as of December 6, 2016, January 27, 2017 and March 31,
2017 (the Separation Agreement), between the Company and DXC.
Specifically, (1) the Company transferred its enterprise services
business to DXC (the Separation), (2) the Company distributed on
a pro rata basis all the shares of DXC common stock held by the
Company to the stockholders of the Company entitled to receive
shares of DXC common stock (the Distribution) and (3) immediately
after the Distribution, Merger Sub merged with and into CSC. Upon
the completion of the Transactions, CSC became a wholly owned
subsidiary of DXC.
Company) completed the previously disclosed transactions (the
Transactions) contemplated by (i) the Agreement and Plan of
Merger, dated as of May 24, 2016, as amended as of November 2,
2016, and as further amended as of December 6, 2016 (the Merger
Agreement), by and among the Company, Computer Sciences
Corporation (CSC), DXC Technology Company, formerly known as
Everett SpinCo, Inc. (DXC), Everett Merger Sub Inc., and New
Everett Merger Sub Inc., a wholly owned subsidiary of DXC (Merger
Sub) and (ii) the Separation and Distribution Agreement, dated as
of May 24, 2016, as amended as of November 2, 2016, as further
amended as of December 6, 2016, January 27, 2017 and March 31,
2017 (the Separation Agreement), between the Company and DXC.
Specifically, (1) the Company transferred its enterprise services
business to DXC (the Separation), (2) the Company distributed on
a pro rata basis all the shares of DXC common stock held by the
Company to the stockholders of the Company entitled to receive
shares of DXC common stock (the Distribution) and (3) immediately
after the Distribution, Merger Sub merged with and into CSC. Upon
the completion of the Transactions, CSC became a wholly owned
subsidiary of DXC.
In connection with the consummation of the Transactions, on March
31, 2017, the Company, DXC and, in some cases, CSC, entered into
several agreements that govern the relationship of the parties
following the Distribution, including an Employee Matters
Agreement, a Tax Matters Agreement, an Intellectual Property
Matters Agreement, a Transition Services Agreement and a Real
Estate Matters Agreement.
31, 2017, the Company, DXC and, in some cases, CSC, entered into
several agreements that govern the relationship of the parties
following the Distribution, including an Employee Matters
Agreement, a Tax Matters Agreement, an Intellectual Property
Matters Agreement, a Transition Services Agreement and a Real
Estate Matters Agreement.
A summary of the principal terms of each of these agreements is
set forth in the section titled Additional Agreements Related to
the Separation, the Distribution and the Merger contained in the
proxy statement/prospectus-information statement of CSC included
as Exhibit 99.1 to Everett SpinCo, Inc.s Registration Statement
on Form 10 filed with the Securities and Exchange Commission on
February 24, 2017, which summaries are incorporated herein by
reference. The summaries do not purport to be complete and are
qualified in their entirety by reference to the full text of such
agreements, which are attached to DXCs Current Report on Form 8-K
filed on April 6, 2017, as Exhibit 2.1, 2.2, 2.3, 2.4 and 2.5,
respectively, and are incorporated herein by reference into this
Item 1.01.
set forth in the section titled Additional Agreements Related to
the Separation, the Distribution and the Merger contained in the
proxy statement/prospectus-information statement of CSC included
as Exhibit 99.1 to Everett SpinCo, Inc.s Registration Statement
on Form 10 filed with the Securities and Exchange Commission on
February 24, 2017, which summaries are incorporated herein by
reference. The summaries do not purport to be complete and are
qualified in their entirety by reference to the full text of such
agreements, which are attached to DXCs Current Report on Form 8-K
filed on April 6, 2017, as Exhibit 2.1, 2.2, 2.3, 2.4 and 2.5,
respectively, and are incorporated herein by reference into this
Item 1.01.
Item 2.01. Completion of Acquisition or Disposition of Assets.
Effective as of 3:01 a.m. Eastern time on April 1, 2017, to the
Separation Agreement and the Merger Agreement, the Company
completed the previously announced separation of its enterprise
services business as a result of the Distribution. The Company
stockholders received approximately 0.086 shares of common stock
of DXC for every one share of Company common stock held at the
close of business on the record date.
Separation Agreement and the Merger Agreement, the Company
completed the previously announced separation of its enterprise
services business as a result of the Distribution. The Company
stockholders received approximately 0.086 shares of common stock
of DXC for every one share of Company common stock held at the
close of business on the record date.
Upon the completion of the Transactions, CSC became a wholly
owned subsidiary of DXC. In addition, as a result of the
Transactions, the Company stockholders own approximately 50.1% of
the outstanding shares of DXC, and the CSC stockholders own
approximately 49.9% of the outstanding shares of DXC, in each
case excluding any overlaps in the pre-transactions stockholder
bases. In the merger, CSC stockholders received one share of DXC
common stock for every one share of CSC common stock held
immediately prior to the merger.
owned subsidiary of DXC. In addition, as a result of the
Transactions, the Company stockholders own approximately 50.1% of
the outstanding shares of DXC, and the CSC stockholders own
approximately 49.9% of the outstanding shares of DXC, in each
case excluding any overlaps in the pre-transactions stockholder
bases. In the merger, CSC stockholders received one share of DXC
common stock for every one share of CSC common stock held
immediately prior to the merger.
Item 9.01. Financial Statements and Exhibits.
(b) Pro forma financial information.
Unaudited pro forma consolidated financial information of Hewlett
Packard Enterprise Company giving effect to the Separation, and
the related notes thereto, required by Article 11 of Regulation
S-X is attached hereto as Exhibit 99.1.
Packard Enterprise Company giving effect to the Separation, and
the related notes thereto, required by Article 11 of Regulation
S-X is attached hereto as Exhibit 99.1.
(d) Exhibits.
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Exhibit No.
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Description
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2.1
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Employee Matters Agreement, dated March 31, 2017, by
and among Computer Sciences Corporation, Hewlett Packard Enterprise Company and Everett SpinCo, Inc. (Incorporated by reference to Exhibit 2.1 to DXC Technology Companys Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 6, 2017.) |
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2.2
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Tax Matters Agreement, dated March 31, 2017, by and
among Computer Sciences Corporation, Hewlett Packard Enterprise Company and Everett SpinCo, Inc. (Incorporated by reference to Exhibit 2.2 to DXC Technology Companys Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 6, 2017.) |
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2.3
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Intellectual Property Matters Agreement, dated March
31, 2017, by and among Hewlett Packard Enterprise Company, Hewlett Packard Enterprise Development LP and Everett SpinCo, Inc. (Incorporated by reference to Exhibit 2.3 to DXC Technology Companys Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 6, 2017.) |
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2.4
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Transition Services Agreement, dated March 31, 2017,
between Hewlett Packard Enterprise Company and Everett SpinCo, Inc. (Incorporated by reference to Exhibit 2.4 to DXC Technology Companys Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 6, 2017.) |
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2.5
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Real Estate Matters Agreement, dated March 31, 2017,
between Hewlett Packard Enterprise Company and Everett SpinCo, Inc. (Incorporated by reference to Exhibit 2.5 to DXC Technology Companys Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 6, 2017.) |
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2.6
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Fourth Amendment to the Separation and Distribution
Agreement, dated March 31, 2017, by and between Hewlett Packard Enterprise Company and Everett SpinCo, Inc. (Incorporated by reference to Exhibit 2.6 to DXC Technology Companys Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 6, 2017.) |
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99.1
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Unaudited pro forma consolidated financial information.
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About HEWLETT PACKARD ENTERPRISE COMPANY (NYSE:HPE)
Hewlett Packard Enterprise Company is a provider of technology solutions. The Company operates through five segments: Enterprise Group, Software, Enterprise Services, Financial Services and Corporate Investments. The Enterprise Group segment provides its customers with the technology infrastructure they need to optimize traditional information technology (IT). The Software segment allows its customers to automate IT operations to simplify, accelerate and secure business processes and drives the analytics that turn raw data into actionable knowledge. The Enterprise Services segment brings all of its solutions together through its consulting and support professionals. The Financial Services segment enables flexible IT consumption models, financial architectures and customized investment solutions for its customers. The Corporate Investments segment includes Hewlett Packard Labs and certain business incubation projects, among others. HEWLETT PACKARD ENTERPRISE COMPANY (NYSE:HPE) Recent Trading Information
HEWLETT PACKARD ENTERPRISE COMPANY (NYSE:HPE) closed its last trading session up +0.12 at 18.02 with 19,009,037 shares trading hands.
