8-KLeadership ChangesAcquisitions & DispositionsMaterial Agreements+2

Hewlett Packard Enterprise Co 8-K Report, Material Agreement (Sep 1, 2017)

Filed September 1, 2017For Securities:HPEHPE-PC

Summary

Hewlett Packard Enterprise Company (HPE) announced on September 1, 2017, the completion of a significant strategic transaction involving its software business. The company separated its software assets into a new entity, Seattle SpinCo, Inc., which was then merged with and into Micro Focus International plc. This transaction effectively means HPE shareholders who held shares as of August 21, 2017, now indirectly own a majority stake (50.1%) in the combined software entity, operating under the Micro Focus brand. This complex transaction involved a spin-off of the software business, a subsequent distribution of shares in the spun-off entity to HPE shareholders, and finally, a merger with Micro Focus. Several ancillary agreements, including those governing tax matters, intellectual property, transition services, and real estate, have been put in place to manage the ongoing relationship between HPE and the newly formed combined software company. The former COO of HPE Software, Chris Hsu, has taken on the CEO role at Micro Focus.

Key Highlights

  • 1Completion of the previously announced separation and merger of HPE's software business with Micro Focus International plc.
  • 2HPE shareholders now collectively own approximately 50.1% of the combined software entity (Micro Focus) on a fully diluted basis.
  • 3The transaction was structured as a separation, distribution of shares to HPE stockholders, and a merger of the spun-off entity with Micro Focus.
  • 4Chris Hsu, former HPE Software COO, has been appointed CEO of Micro Focus.
  • 5Key agreements governing post-transaction relationships, including tax, IP, transition services, and real estate, have been executed.
  • 6Pro forma financial information related to the transaction will be filed by amendment within four business days.

Frequently Asked Questions

HPE's software business was separated into a new entity, Seattle SpinCo, Inc. This entity then merged with Micro Focus International plc, creating a larger, combined software company. HPE shareholders who held shares as of the record date received shares in the spun-off entity, which now represents a majority ownership in the combined Micro Focus.

Following the merger, former HPE shareholders collectively own approximately 50.1% of the combined software entity (Micro Focus) on a fully diluted basis. The remaining shares are held by pre-merger Micro Focus shareholders.

Chris Hsu, who was previously the Chief Operating Officer and Executive Vice President and General Manager of HPE Software, resigned from HPE effective September 1, 2017. He has now taken on the role of Chief Executive Officer of Micro Focus, the combined software entity.

Several agreements have been entered into to govern the relationship between HPE and the combined software entity post-transaction. These include a Tax Matters Agreement, an Intellectual Property Matters Agreement, a Transition Services Agreement, and a Real Estate Matters Agreement.