Item 1.01. Entry into a Material Definitive Agreement.






Merger Agreement

On March 7, 2022, Mandiant, Inc. ("Mandiant") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Google LLC, a Delaware limited liability company ("Parent"), and Dupin Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"). The Merger Agreement provides that, subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into Mandiant (the "Merger"), with Mandiant surviving the Merger and becoming a wholly owned subsidiary of Parent (the "Surviving Corporation").

Mandiant's Board of Directors (the "Board") unanimously (1) determined that the transactions contemplated by the Merger Agreement, including the Merger, are in the best interests of Mandiant and its stockholders; and (2) approved the Merger Agreement and the transactions contemplated by the Merger Agreement (including the Mandiant Voting Agreements (as defined below)). The Board also unanimously resolved to recommend that Mandiant's stockholders vote to adopt and approve the Merger Agreement and the Merger.

Under the Merger Agreement, at the effective time of the Merger, each issued and outstanding share of Mandiant's common stock, except as provided in the Merger Agreement, will be converted into the right to receive $23.00 in cash, without interest (the "Per Share Price"). Following the Merger, each issued and outstanding share of Mandiant's common stock will no longer be outstanding and will automatically be canceled and cease to exist.

At or immediately prior to the effective time of the Merger, Mandiant's equity-based awards will be treated in the following manner:

• Each vested restricted stock unit award that is outstanding immediately prior


   to the effective time of the Merger will be cancelled and converted into a
   right to receive an amount in cash, without interest, equal to the product
   obtained by multiplying (1) the amount of the Per Share Price (less the
   exercise or purchase price per share, if any, attributable to such equity-based
   award) by (2) the total number of shares of Mandiant's common stock subject to
   such equity-based award.

• Each unvested restricted stock unit award that is outstanding immediately prior

to the effective time of the Merger will be cancelled and converted into a

right to receive an amount in cash, without interest, equal to the product

obtained by multiplying (1) the amount of the Per Share Price by (2) the total

number of shares of Mandiant's common stock subject to such equity-based award

(except that, with respect to any such equity-based award that, immediately

prior to the effective time of the Merger, remains subject to performance

vesting conditions, the performance metrics of such award will be deemed

achieved at the maximum level of achievement of the award's performance

metrics). Such cash amount will, subject to the holder's continued service with

Parent and its affiliates (including Mandiant) through the applicable vesting

dates, vest and be payable in accordance with the existing service-based

vesting schedule of such equity-based award).

At or immediately prior to the effective time of the Merger, Mandiant's stock options will be treated in the following manner:

• Each stock option that is outstanding and unexercised immediately prior to the


   effective time of the Merger will accelerate vesting in full and be cancelled
   and converted into a right to receive an amount in cash, without interest,
   equal to the product obtained by multiplying (1) the amount of the Per Share
   Price (less the exercise price per share attributable to such stock option) by
   (2) the total number of shares of Mandiant's common stock issuable upon
   exercise in full of such option.

• Any stock option, whether vested or unvested, for which the exercise price per


   share attributable to such stock option is equal to or greater than the Per
   Share Price will be canceled without any cash payment being made in respect
   thereof.

Consummation of the Merger is subject to the satisfaction or waiver of customary closing conditions, including: (1) approval of the Merger Agreement by the holders of Mandiant's common stock and convertible preferred stock (on an as-converted to common stock basis), voting together as a single class; (2) the expiration or termination of the waiting period under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and clearance under the antitrust and foreign investment laws of certain non-United States jurisdictions; and (3) the absence of any law or order restraining, enjoining or otherwise prohibiting the Merger or the conversion of the convertible preferred stock into common stock in connection with the Merger (the "Transactions") or any governmental authority requiring or imposing certain remedial actions.

Mandiant made customary representations, warranties and covenants for the benefit of Parent and Merger Sub in the Merger Agreement. Each of Parent and Merger Sub also made customary representations, warranties and covenants for the benefit of Mandiant in the Merger Agreement.

Upon the execution of the Merger Agreement, Mandiant became subject to customary "no-shop" restrictions on its ability (and the ability of its subsidiaries and representatives), except as permitted by the Merger Agreement, to (1) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist any alternative acquisition proposals from third parties; or (2) provide nonpublic information to, or participate in discussions or negotiations with, third parties regarding alternative acquisition proposals.

The Merger Agreement contains certain termination rights for Mandiant and Parent. Upon termination of the Merger Agreement under specified circumstances, Mandiant will be required to pay Parent a termination fee of $197,000,000. Specifically, this termination fee is payable by Mandiant to Parent if the Merger Agreement is terminated by (1) (a) Parent or Mandiant upon the non-occurrence of the effective time of the Merger by the Termination Date (as defined below), (b) Parent or Mandiant upon the failure to obtain the Requisite Stockholder Approval (as defined in the Merger Agreement) at the Company Stockholder Meeting (as defined in the Merger Agreement), or (c) Parent, if Mandiant has breached or failed to perform any of its obligations under the Merger Agreement and such breach or failure would result in the failure of a closing condition, if in the case of each of the foregoing clauses (a) through (c), following the execution of the Merger Agreement, an Acquisition Proposal (as defined in the Merger Agreement) has been publicly announced or disclosed to the Board and not withdrawn and within one year of such termination, Mandiant consummates an Acquisition Transaction (as defined in the Merger Agreement) or enters into an agreement for an Acquisition Transaction that is subsequently consummated (or is terminated but a subsequent Acquisition Transaction is then consummated), (2) Parent upon (a) the Board's determination to change its . . .

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 7, 2022, the Board approved an amendment to Mandiant's bylaws to add a new Article XI to Mandiant's bylaws, providing that (1) the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of Mandiant; (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of Mandiant to Mandiant or its stockholders; (c) any action asserting a claim against Mandiant arising pursuant to any provision of the Delaware General Corporation Law, Mandiant's certificate of incorporation or Mandiant's bylaws; or (d) any action asserting a claim against Mandiant governed by the internal affairs doctrine; and (2) unless Mandiant consents in writing to the selection of an alternative forum, the federal district courts of the United States of America will be the sole and exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended.

The foregoing summary of the amendment to Mandiant's bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of such amendment, a copy of which is filed as Exhibit 3.1 and incorporated by reference.




Item 8.01.  Other Items.

On March 8, 2022, Mandiant issued a press release announcing entry into the Merger Agreement. A copy of the press release is included as Exhibit 99.1 and is incorporated by reference.

Item 9.01. Financial Statements and Exhibits.






(d)      Exhibits



Exhibit No. Description



  2.1         Agreement and Plan of Merger, dated March 7, 2022, between Google
            LLC, Dupin Inc. and Mandiant, Inc.*
  3.1         Amendment to Mandiant, Inc. Amended and Restated Bylaws
  10.1        Mandiant Voting Agreement with Kevin R. Mandia
  10.2        Mandiant Voting Agreement with Blackstone Delta Lower Holdings DE
            L.P. and BTO FD Delta Holdings DE L.P.
  10.3        Mandiant Voting Agreement with ClearSky Security Fund I LLC and
            ClearSky Power & Technology Fund II LLC
  99.1        Press Release of Mandiant, Inc., dated March 8, 2022
104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

* Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. Mandiant will furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request. Mandiant may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished.

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