Other Information.
−Removed: On December 10, 2021, Hewlett Packard Enterprise entered into a sustainability-linked revolving credit facility (the “Credit Agreement”), together with the lenders named therein, JPMorgan Chase Bank, N.A.
−Removed: (“JPMorgan”), as co-administrative agent and administrative processing agent, Citibank, N.A., as co-administrative agent, and J.P.
−Removed: Morgan Securities LLC, as sustainability structuring agent, providing for a senior, unsecured revolving credit facility with aggregate lending commitments of $4,750,000,000.
−Removed: Loans under the revolving credit facility may be used for general corporate purposes.
−Removed: Commitments under the Credit Agreement will be available for a period of five years, which period may be extended, subject to satisfaction of certain conditions, by up to two, one-year periods.
−Removed: Borrowings under the Credit Agreement will bear interest at rates per annum, determined, at Hewlett Packard Enterprise’s option, by reference to (a) in the case of borrowings in U.S.
−Removed: Dollars, (i) an alternate base rate (“ABR Borrowing”) or (ii) Term SOFR (“Term SOFR Borrowing”), (b) in the case of borrowings in Euros, EURIBOR (“EURIBOR Borrowing”), or (c) in the case of borrowings in Sterling, SONIA (“RFR Borrowing”).
−Removed: ABR Borrowings will bear interest at (a) the highest of (i) the prime rate last quoted by the Wall Street Journal, (ii) the Federal Reserve Bank of New York Rate plus one-half of 1% and (iii) one-month Term SOFR plus 1%, plus (b) a margin of between zero and 62.5 basis points, depending on the rating of Hewlett Packard Enterprise’s long-term senior unsecured debt.
−Removed: Term SOFR Borrowings will bear interest at (a) the Term SOFR rate for the interest period for such borrowing, plus (b) a spread adjustment of 10 basis points, plus (c) a margin of between 100.0 and 162.5 basis points, depending on the rating of Hewlett Packard Enterprise’s long-term senior unsecured debt.
−Removed: EURIBOR Borrowings will bear interest at (a) the EURIBOR rate for the interest period for such borrowing, multiplied by (b) the statutory reserve rate, plus (c) a margin of between 100.0 and 162.5 basis points, depending on the rating of Hewlett Packard Enterprise’s long-term senior unsecured debt.
−Removed: RFR Borrowings will bear interest at (a) the Daily Simple SONIA Rate, plus (b) a margin of between 100.0 and 162.5 basis points, depending on the rating of Hewlett Packard Enterprise’s long-term senior unsecured debt.
−Removed: In addition, Hewlett Packard Enterprise will pay a commitment fee on unused commitments between 7.5 and 22.5 basis points, depending on the rating of Hewlett Packard Enterprise's long-term senior unsecured debt.
−Removed: Under the Credit Agreement, the interest margins and commitment fee rates are also subject to upward or downward adjustments if Hewlett Packard Enterprise achieves, or fails to achieve, certain specified sustainability targets.
−Removed: The Credit Agreement contains various customary covenants that limit, among other things, the incurrence of indebtedness by subsidiaries of Hewlett Packard Enterprise, the grant or incurrence of liens by Hewlett Packard Enterprise and its subsidiaries, and the entry into certain fundamental change transactions by Hewlett Packard Enterprise and its significant subsidiaries.
−Removed: The Credit Agreement contains a covenant pursuant to which Hewlett Packard Enterprise will not permit the ratio of consolidated EBITDA to consolidated net interest expense for any period of four consecutive fiscal quarters to be less than 3.0 to 1.0.
−Removed: The Credit Agreement includes customary events of default, including events of default relating to non-payment of amounts due under the Credit Agreement, material inaccuracy of representations and warranties, violation of covenants, non-payment or acceleration of other material indebtedness, bankruptcy and insolvency, unsatisfied material judgments and change of control.
−Removed: Under the Credit Agreement, if an event of default occurs, lenders holding a majority of the revolving commitments will have the right to terminate the commitments and accelerate the maturity of any loans outstanding.
−Removed: In connection with entry into the Credit Agreement described above, Hewlett Packard Enterprise terminated our $4,750,000,000 five-year revolving credit agreement, dated as of August 16, 2019.
−Removed: Any capitalized terms used, but not otherwise defined, in the foregoing description shall have the meanings given to such terms in the Credit Agreement.
−Removed: The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, which is attached hereto as Exhibit 10.33 and is incorporated herein by reference.
The following disclosure is being made under Section 13(r) of the Exchange Act:
6 unchanged sentences
companies to engage in certain licensing, permitting, certification, notification and related transactions with the FSB as may be required for the importation, distribution or use of information technology products in the Russian Federation.
−Removed: Our local subsidiary is required to engage on a regular basis with the FSB as a licensing authority and file documents in order to conduct business within the Russian Federation.
−Removed: There are no gross revenues or net profits directly associated with any such dealings by us with the FSB and all such dealings are explicitly authorized by General License 1B.
−Removed: plan to continue these activities as required to continue to conduct business in the Russian Federation to the extent permitted by applicable law.
+Added: Our local subsidiary may be required to engage with the FSB as a licensing authority and to file documents.
+Added: There are no gross revenues or net profits directly associated with any such dealings by HPE with the FSB and all such dealings are explicitly authorized by General License 1B.
On April 15, 2021, the U.S.
107 unchanged sentences
S-8 333-255839 4.4 May 6, 2021
+Added: 10.3 Amendment No.
+Added: 1 to the Hewlett Packard Enterprise Company 2021 Stock Incentive Plan*
+Added: S-8 333-265378 4.7 June 2, 2022
10.4 Hewlett Packard Enterprise Severance and Long-Term Incentive Change in Control Plan for Executive Officers*
47 unchanged sentences
S-8 333-229449 4.3 January 31, 2019
−Removed: 10.24 Five-Year Credit Agreement dated as of August 16, 2019, among Hewlett Packard Enterprise Company, the lenders Party thereto, JPMorgan Chase Bank, N.A., as Administrative Processing Agent and Co-Administrative Agent and Citibank, N.A., as Co-Administrative Agent
−Removed: 8-K 001-37483 10.1 August 20, 2019
10.25 Cray Inc.
19 unchanged sentences
10.33 Five-Year Credit Agreement dated as of December 10, 2021 among Hewlett Packard Enterprise Company, the Lenders Party Hereto, JPMorgan Chase Bank, N.A., as Administrative Processing Agent and Co-Administrative Agent and Citibank, N.A., as Co-Administrative Agent
+Added: 10-Q 001-37483 10.33 March 3, 2022
31.1 Certification of Chief Executive Officer pursuant to Rule 13a- 14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended‡
17 unchanged sentences
(Principal Financial Officer and Authorized
−Removed: March 3, 2022
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.