FIREEYE, INC. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sale of Equity Securities, Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Issuance and Sale of 4.5% Series A Convertible Preferred Stock

On November 18, 2020, FireEye, Inc., a Delaware corporation (the "Company") entered into: (i) a Securities Purchase Agreement with BTO Delta Holdings DE L.P., an investment vehicle of funds affiliated with The Blackstone Group Inc. ("Blackstone"), and (ii) a Securities Purchase Agreement with ClearSky Security Fund I LLC and ClearSky Power & Technology Fund II LLC (collectively, "ClearSky" and together with Blackstone, the "Purchasers"), pursuant to which the Company will issue and sell at closing (the "Private Placement") for an aggregate purchase price of $400,000,000 consisting of 400,000 shares of a newly designated 4.5% Series A Convertible Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock"), at a price of $1,000 per share (each a "Financing Agreement" and together the "Financing Agreements"). The Company intends to use the net proceeds from the Private Placement to fund acquisitions, buybacks of the Company's common stock, par value $0.0001 per share ("Common Stock"), and for working capital purposes.

The Financing Agreement contains customary representations, warranties and covenants of the Company and the Purchaser. The Private Placement is expected to close (the "Private Placement Closing") on or around December 8, 2020, subject to customary closing conditions, including, among others: (i) the continued accuracy of the representations and warranties contained in the Financing Agreements and (ii) the performance in all material respects by each party of its respective covenants and agreements under the Financing Agreements.

After the Private Placement Closing, subject to certain customary exceptions including transfers to permitted transferees, the Purchaser, and its affiliates, will be restricted from transferring the Series A Preferred Stock until the one-year anniversary of the Private Placement Closing.

Designation of Series A Preferred Stock

The Series A Preferred Stock to be issued at the Private Placement Closing will have the powers, designations, preferences, and other rights set forth in the form of Certificate of Designations of the Series A Preferred Stock filed herewith as Exhibit B to the Financing Agreements (the "Certificate of Designations"). The Holders (as defined below) will be entitled to dividends on the original purchase price paid by the Purchaser at the rate of 4.5% per annum that (i) for the first three years after the Private Placement Closing will be paid in-kind, and (ii) after the third anniversary of the Private Placement Closing, will, at the Company's election either be paid in cash, or, if not, will accrue and accumulate, in each case, accruing daily and paid quarterly in arrears. The Holders (as defined below) are also entitled to participate in dividends declared or paid on the Common Stock on an as-converted basis. The Series A Preferred Stock will rank senior to the Common Stock with respect to dividend rights and rights upon the voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Company (a "Liquidation"). Upon a Liquidation, each share of Series A Preferred Stock would be entitled to receive an amount per share equal to the greater of (i) the purchase price paid by the Purchaser, plus all accrued and unpaid dividends and (ii) the amount that the holder of Series A Preferred Stock (each, a "Holder" and collectively, the "Holders") would have been entitled to receive at such time if the Series A Preferred Stock were converted into Common Stock (the "Liquidation Preference").

Conversion Rights

The Holder will have the right, at its option, to convert its Series A Preferred Stock, in whole or in part, into fully paid and non-assessable shares of Common Stock at a conversion price equal to $18.00 per share subject to certain customary adjustments in the event of certain adjustments to the Common Stock.

After the third anniversary of the Private Placement Closing, subject to certain conditions, the Company may, at its option, require conversion of all of the outstanding shares of Series A Preferred Stock to Common Stock if, for at least 20 trading days during the 30 consecutive trading days immediately preceding the date the Company notifies the Holders of the election to convert, the closing price of the Common Stock is at least 175% of the conversion price.

Redemption Rights

After the seventh anniversary of the Private Placement Closing, each Holder shall have the right to require the Company to redeem all or any part of the Holder's Series A Preferred Stock for cash at a price equal to the original purchase price paid by the Purchaser plus any accrued and unpaid dividends. Upon a "Fundamental Change" (involving a change of control, bankruptcy, insolvency, . . .

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an

           Off-Balance Sheet Arrangement of the Registrant

The information related to the issuance and sale of 4.5% Series A Convertible Preferred Stock contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

Issuance and Sale of 4.5% Series A Convertible Preferred Stock

On November 18, 2020, the Company entered into the Financing Agreements, pursuant to which it agreed to sell 400,000 shares of Series A Preferred Stock for $400,000,000 in the aggregate to the Purchasers in a private placement pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). The Company will offer and sell the shares of Series A Preferred Stock to the Purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The Company will rely on this exemption from registration based in part on representations made by Purchasers in the applicable Financing Agreements.

The Series A Preferred Stock to be issued at the Private Placement Closing will have the powers, designations, preferences, and other rights set forth in the form of Certificate of Designations. The Holders will be entitled to dividends on the original purchase price paid by the Purchaser at the rate of 4.5% per annum that (i) for the first three years after the Private Placement Closing will be paid in-kind, and (ii) after the third anniversary of the Private Placement Closing, will, at the Company's election either be paid in cash, or if not, will accrue and accumulate, in each case, accruing daily and paid quarterly in arrears. The Holders are also entitled to participate in dividends declared or paid on the Common Stock on an as-converted basis. The Series A Preferred Stock will rank senior to the Common Stock with respect to dividend rights and rights upon a Liquidation of the Company. Upon a Liquidation, each share of Series A Preferred Stock would be entitled to receive an amount per share equal to the greater of (i) the purchase price paid by the Purchaser, plus all accrued and unpaid dividends and (ii) the amount of the Liquidation Preference.

Issuance of Common Stock in Connection with Respond Software Merger

At the Closing as a result of the Merger, the Company issued to certain former security holders of Respond Software a total of approximately 4.9 million shares of the Common Stock. These shares of the Common Stock were issued pursuant to exemptions from registration provided by Section 4(a)(2) and/or Regulation D of the Securities Act of 1933. At the Closing, the Company also assumed unvested stock options to purchase approximately 0.8 million shares of the Common Stock, with a weighted average exercise price of approximately $1.39.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors

Election of New Director

As described in Item 1.01 of this Current Report on Form 8-K, under the terms of the Financing Agreement, Blackstone will have the right to designate one member of the Board at the Private Placement Closing. Viral Patel has been designated by Blackstone as the Series A Director and, accordingly, the Board intends to appoint Mr. Patel to serve as a member of the Board effective as of the Private Placement Closing.

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Departure of Director

On November 18, 2020, Stephen Pusey notified the Company of his decision to step down from the Board, effective as of the Private Placement Closing. Mr. Pusey's decision to step down was due to increased time commitments related to other endeavors and did not involve any disagreement with the Company. Mr. Pusey had served as a director since June 2015. The Company extends its deepest appreciation to Mr. Pusey for his many years of valued service to the Board.

Item 7.01 Regulation FD Disclosures.

The Company issued a press release, dated November 19, 2020, relating to the Private Placement. A copy of the press release is furnished herewith as Exhibit 99.1 and is hereby incorporated by reference into this Item 7.01.

The Company issued a press release, dated November 19, 2020, regarding the Merger. A copy of the press release is furnished herewith as Exhibit 99.2 and is hereby incorporated by reference into this Item 7.01.

In addition, a conference call to discuss the Private Placement and the Merger will be hosted by the Company on November 19, 2020, at 2:00 p.m. Pacific time (5:00 p.m. Eastern time). Media representatives, analysts and the public are invited to listen to this discussion by calling [phone] or [phone], or via on-demand webcast at investors.fireeye.com. The slides to be used in connection with the conference call are furnished herewith as Exhibit 99.3 and are incorporated herein by reference.

The information contained in this Item 7.01 and in Exhibits 99.1, 99.2 and 99.3 attached hereto are being furnished to the Securities and Exchange Commission pursuant to Item 7.01 of Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall any such information or exhibits be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



Exhibit No.                                  Description

 2.1                Agreement and Plan of Reorganization, dated as of November 18,
                  2020, by and among FireEye, Inc., Bravo Merger Acquisition
                  Corporation, Bravo Merger Acquisition LLC, Respond Software, Inc.
                  and Fortis Advisors LLC*

10.1                Securities Purchase Agreement, dated as of November 18, 2020,
                  by and between FireEye, Inc. and BTO Delta Holdings DE L.P.**

10.2                Securities Purchase Agreement, dated as of November 18, 2020,
                  by and among FireEye, Inc., ClearSky Security Fund I LLC and
                  ClearSky Power & Technology Fund II LLC**

99.1                Press release dated November 19, 2020

99.2                Press release dated November 19, 2020

99.3                Investor presentation dated November 19, 2020

104               Cover Page Interactive Data File (embedded within the Inline XBRL
                  document)

* The schedules and other attachments to this exhibit have been omitted. The

Company agrees to furnish a copy of any omitted schedules or attachments to

the SEC upon request.

** Certain schedules and exhibits have been omitted. The Company agrees to

furnish a copy of any omitted schedules or attachments to the SEC upon

request.

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