SEC Company Response from Hewlett Packard Enterprise Co (HPE, HPE-PC) (CIK 0001645590) (HPE) — Nov 10, 2016
Hewlett Packard Enterprise Co (HPE, HPE-PC) (CIK 0001645590)
Date: Nov. 10, 2016 · CIK: 0001645590 · Accession: 0001628280-16-021199
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Hewlett Packard Enterprise Company
3000 Hanover Street
Palo Alto, California 94304
(650) 687-5817
November 10, 2016
VIA EDGAR
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re:
Hewlett Packard Enterprise Company
Registration Statement on Form S-4
Ladies and Gentlemen:
This letter is sent on behalf of Hewlett Packard Enterprise Company (the “Company”) in connection with a Registration Statement on Form S-4 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) by the Company pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the proposed offering (the “Exchange Offer”) by the Company of up to (i) $2,250,000,000 2.450% Notes due 2017, (ii) $2,650,000,000 2.850% Notes due 2018, (iii) $3,000,000,000 3.600% Notes due 2020, (iv) $1,350,000,000 4.400% Notes due 2022, (v) $2,500,000,000 4.900% Notes due 2025, (vi) $750,000,000 6.200% Notes due 2035, (vii) $1,500,000,000 6.350% Notes due 2045, (viii) $350,000,000 Floating Rate Notes due 2017 and (ix) $250,000,000 Floating Rate Notes due 2018 (together, the “New Notes”), in exchange for a like principal amount of the Company’s outstanding (i) $2,250,000,000 2.450% Notes due 2017, (ii) $2,650,000,000 2.850% Notes due 2018, (iii) $3,000,000,000 3.600% Notes due 2020, (iv) $1,350,000,000 4.400% Notes due 2022, (v) $2,500,000,000 4.900% Notes due 2025, (vi) $750,000,000 6.200% Notes due 2035, (vii) $1,500,000,000 6.350% Notes due 2045, (viii) $350,000,000 Floating Rate Notes due 2017 and (ix) $250,000,000 Floating Rate Notes due 2018 (together, the “Outstanding Notes”).
The Company is registering the Exchange Offer pursuant to the Registration Statement in reliance on the position enunciated by the staff of the Commission (the “Staff”) in Exxon Capital Holdings Corp., SEC No-action letter available May 13, 1988, Morgan Stanley & Co., SEC No-action letter available June 5, 1991, and Shearman & Sterling, SEC No-action letter available July 2, 1993. The Company has not entered into any arrangement or understanding with any person to distribute the New Notes to be received in the Exchange Offer and, to the best of the Company’s information and belief, each person participating in the Exchange Offer will be acquiring the New Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the New Notes to be received in the Exchange Offer. In this regard, the Company will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus) that any person using the Exchange Offer to participate in a distribution of the New Notes to be received in the Exchange Offer (1) cannot rely on the Staff’s position enunciated in the Exxon Capital SEC No‑action letter or similar letters of the Staff and (2) must comply with registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction. The Company acknowledges that such a secondary
resale transaction should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S‑K.
The Company will include in the letter of transmittal or similar documentation to be executed by an Exchange Offer offeree in order to participate in the Exchange Offer a provision equivalent to the following:
If the Exchange Offer offeree is a broker-dealer that will receive New Notes for its own account in exchange for Outstanding Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it may be a statutory underwriter and that it will deliver a prospectus in connection with any resale of such New Notes; however, by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
The Company will also require that each participant in the Exchange Offer furnish a representation in the letter of transmittal or similar documentation that neither such participant nor any beneficial owner of Outstanding Notes tendered pursuant to such letter of transmittal or similar documentation has any arrangement or understanding with any person to participate in the distribution of the New Notes within the meaning of the Securities Act.
The Company will make each person participating in the Exchange Offer aware and will make broker-dealers participating in the Exchange Offer aware (through the Exchange Offer prospectus) that any broker-dealer that resells New Notes that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Notes may be deemed to be an “underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes.
Please do not hesitate to contact Andrew L. Fabens of Gibson, Dunn & Crutcher LLP at (212) 351-4034 or the undersigned at (650) 687-5817 with any questions or comments concerning this letter.
[Signature page follows]
Kind regards,
/s/ Rishi Varma
Rishi Varma
Senior Vice President, Deputy General
Counsel and Assistant Secretary
cc: Andrew L. Fabens, Esq., Gibson, Dunn & Crutcher LLP
[Signature Page to Hewlett Packard Enterprise Exxon Capital Letter]
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CORRESP 1 filename1.htm Document Hewlett Packard Enterprise Company 3000 Hanover Street Palo Alto, California 94304 (650) 687-5817 November 10, 2016 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Hewlett Packard Enterprise Company Registration Statement on Form S-4 Ladies and Gentlemen: This letter is sent on behalf of Hewlett Packard Enterprise Company (the “Company”) in connection with a Registration Statement on Form S-4 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) by the Company pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the proposed offering (the “Exchange Offer”) by the Company of up to (i) $2,250,000,000 2.450% Notes due 2017, (ii) $2,650,000,000 2.850% Notes due 2018, (iii) $3,000,000,000 3.600% Notes due 2020, (iv) $1,350,000,000 4.400% Notes due 2022, (v) $2,500,000,000 4.900% Notes due 2025, (vi) $750,000,000 6.200% Notes due 2035, (vii) $1,500,000,000 6.350% Notes due 2045, (viii) $350,000,000 Floating Rate Notes due 2017 and (ix) $250,000,000 Floating Rate Notes due 2018 (together, the “New Notes”), in exchange for a like principal amount of the Company’s outstanding (i) $2,250,000,000 2.450% Notes due 2017, (ii) $2,650,000,000 2.850% Notes due 2018, (iii) $3,000,000,000 3.600% Notes due 2020, (iv) $1,350,000,000 4.400% Notes due 2022, (v) $2,500,000,000 4.900% Notes due 2025, (vi) $750,000,000 6.200% Notes due 2035, (vii) $1,500,000,000 6.350% Notes due 2045, (viii) $350,000,000 Floating Rate Notes due 2017 and (ix) $250,000,000 Floating Rate Notes due 2018 (together, the “Outstanding Notes”). The Company is registering the Exchange Offer pursuant to the Registration Statement in reliance on the position enunciated by the staff of the Commission (the “Staff”) in Exxon Capital Holdings Corp., SEC No-action letter available May 13, 1988, Morgan Stanley & Co., SEC No-action letter available June 5, 1991, and Shearman & Sterling, SEC No-action letter available July 2, 1993. The Company has not entered into any arrangement or understanding with any person to distribute the New Notes to be received in the Exchange Offer and, to the best of the Company’s information and belief, each person participating in the Exchange Offer will be acquiring the New Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the New Notes to be received in the Exchange Offer. In this regard, the Company will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus) that any person using the Exchange Offer to participate in a distribution of the New Notes to be received in the Exchange Offer (1) cannot rely on the Staff’s position enunciated in the Exxon Capital SEC No‑action letter or similar letters of the Staff and (2) must comply with registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction. The Company acknowledges that such a secondary resale transaction should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S‑K. The Company will include in the letter of transmittal or similar documentation to be executed by an Exchange Offer offeree in order to participate in the Exchange Offer a provision equivalent to the following: If the Exchange Offer offeree is a broker-dealer that will receive New Notes for its own account in exchange for Outstanding Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it may be a statutory underwriter and that it will deliver a prospectus in connection with any resale of such New Notes; however, by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. The Company will also require that each participant in the Exchange Offer furnish a representation in the letter of transmittal or similar documentation that neither such participant nor any beneficial owner of Outstanding Notes tendered pursuant to such letter of transmittal or similar documentation has any arrangement or understanding with any person to participate in the distribution of the New Notes within the meaning of the Securities Act. The Company will make each person participating in the Exchange Offer aware and will make broker-dealers participating in the Exchange Offer aware (through the Exchange Offer prospectus) that any broker-dealer that resells New Notes that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Notes may be deemed to be an “underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes. Please do not hesitate to contact Andrew L. Fabens of Gibson, Dunn & Crutcher LLP at (212) 351-4034 or the undersigned at (650) 687-5817 with any questions or comments concerning this letter. [Signature page follows] Kind regards, /s/ Rishi Varma Rishi Varma Senior Vice President, Deputy General Counsel and Assistant Secretary cc: Andrew L. Fabens, Esq., Gibson, Dunn & Crutcher LLP [Signature Page to Hewlett Packard Enterprise Exxon Capital Letter]