8-KAcquisitions & DispositionsMaterial AgreementsExhibits & Filings

Hewlett Packard Enterprise Co 8-K Report, Material Agreement (Apr 6, 2017)

Filed April 6, 2017For Securities:HPEHPE-PC

Summary

Hewlett Packard Enterprise Company (HPE) has completed the previously announced separation of its enterprise services business, which has now merged with Computer Sciences Corporation (CSC) to form DXC Technology Company (DXC). This significant transaction, finalized on April 1, 2017, involved HPE transferring its enterprise services business to DXC and distributing DXC shares to HPE stockholders on a pro rata basis. As a result, HPE stockholders now own approximately 50.1% of the newly formed DXC, while former CSC stockholders own approximately 49.9%. This filing details the completion of the merger and distribution agreements, and outlines several ancillary agreements that will govern the ongoing relationship between HPE and DXC, including matters related to employees, taxes, intellectual property, transition services, and real estate. Investors should note that HPE has effectively divested its enterprise services division, transforming its business focus and resulting in a significant ownership stake in the new combined entity, DXC.

Key Highlights

  • 1HPE completed the separation of its enterprise services business and its merger with CSC to form DXC Technology on April 1, 2017.
  • 2HPE stockholders received approximately 0.086 shares of DXC common stock for each share of HPE common stock they held.
  • 3HPE stockholders collectively own approximately 50.1% of the outstanding shares of DXC.
  • 4Former CSC stockholders collectively own approximately 49.9% of the outstanding shares of DXC.
  • 5The transaction was executed through a merger agreement and a separation and distribution agreement.
  • 6Several new agreements were entered into to govern post-transaction relationships, including employee, tax, IP, transition services, and real estate matters.
  • 7HPE has attached unaudited pro forma consolidated financial information giving effect to the separation.

Frequently Asked Questions

The main event reported is the completion of the separation of Hewlett Packard Enterprise Company's (HPE) enterprise services business. This business has been combined with Computer Sciences Corporation (CSC) to form a new entity called DXC Technology Company (DXC).

Following the completion of the transactions, HPE stockholders own approximately 50.1% of DXC Technology's outstanding shares, while former CSC stockholders own approximately 49.9%.

HPE shareholders received approximately 0.086 shares of DXC common stock for every one share of HPE common stock they owned as of the close of business on the record date.

Several agreements were entered into, including an Employee Matters Agreement, a Tax Matters Agreement, an Intellectual Property Matters Agreement, a Transition Services Agreement, and a Real Estate Matters Agreement. These agreements define how HPE and DXC will manage shared responsibilities and ongoing relationships.