Hewlett-Packard Co. (NYSE: HPQ) is just that much closer to its formal separation. HP announced Wednesday evening that Hewlett Packard Enterprise has filed its initial registration statement with the U.S. Securities and Exchange Commission.
This SEC filing is very important when companies break themselves up because they are the formal filings used as the basis whereby investors start making their decisions about whether they want to buy or sell into or ahead of the change. Effectively, it is much the same as when an S-1 filing is made.
Hewlett Packard Enterprise intends to be listed on the New York Stock Exchange under the symbol HPE, and HP Inc. will continue to trade on the NYSE under the HPQ ticker.
HP further said that its securities analyst meeting would be held on September 15, 2015. This meeting will highlight the two independent public companies of Hewlett Packard Enterprise and HP. The Form 10 filing shows HP’s detailed information on the business and the historical financial results of a pro forma Hewlett Packard Enterprise.
Hewlett Packard Enterprise will be the tech and IT services side of the business, which caters to larger enterprises and groups — Enterprise Group, Enterprise Services, Software and Financial Services businesses. It had net revenue of approximately $55 billion in its fiscal year 2014.
HP will include the printing and personal systems businesses, the number-one in printing, the number-one by profitability in commercial personal systems segment, and the number-two in the consumer personal computer (PC) segment by units shipped — printing, ink, graphics, notebooks, mobile and desktop workstations, tablets and phablets.
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We have included a snapshot of the Hewlett Packard Enterprise structure and organizational illustrations on the second page.
The separation will be a distribution of Hewlett Packard Enterprise’s common stock to HP’s stockholders, and remains subject to final HP board approval, the receipt of a favorable IRS ruling and opinions of HP’s tax advisors. Be advised of some of the harsh warnings that could take place:
- Until the distribution has occurred, HP Co. has the right to terminate the distribution, even if all of the conditions are satisfied.
- Hewlett Packard Enterprise will not issue fractional shares of its common stock in the distribution. Fractional shares that HP Co. stockholders would otherwise have been entitled to receive will be aggregated and sold in the public market by the distribution agent.
- The number of HP Co. common shares that you own will not change as a result of the distribution.
- Hewlett Packard Enterprise anticipates having certain indebtedness upon completion of the separation.
HP Chairman and CEO Meg Whitman said:
Today, I’m more convinced than ever that this separation will create two compelling companies well positioned to win in the marketplace and to drive value for our stockholders. Since we announced our plan to separate in October, we’ve made significant progress and remain on track to complete the separation by the end of the fiscal year 2015.
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Below is the organizational data shown in the Form 10 filing.
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