FireEye, Inc. (NasdaqGS:FEYE) acquired Mandiant Corporation from Kleiner Perkins Caufield & Byers, One Equity Partners LLC, David DeWalt and others for approximately $1.01 billion in cash and stock on December 30, 2013. The consideration comprises of approximately $106.5 million in net cash, a total of approximately 16.6 million unrestricted shares and a total of approximately 0.3 million restricted shares. FireEye also assumed stock options to purchase approximately 4.6 million shares of FireEye common stock as a result of the assumption of the Mandiant stock options with a weighted average exercise price of approximately $5.93. The cash was funded from FireEye's balance sheet. Mandiant will be integrated with FireEye to provide global services and cloud solutions, including security consulting, incident response, and managed services. Kevin Mandia has been appointed as a Senior Vice President and Chief Operating Officer to FireEye, Inc.

The transaction is subject to conversion of preferred stock, execution of employment and non-competition agreement. This deal was approved by the shareholders of Mandiant Corporation and the Boards of Directors of FireEye, Inc. and Mandiant Corporation. The transaction will be accretive to FireEye. The combination is expected to improve non-GAAP operating margins and cash flows as a percentage of revenue.

Aaron Alter, Jon Avina, Mike Ringler and Melissa Hollatz of Wilson Sonsini Goodrich & Rosati acted as legal advisors to FireEye. Michael Lincoln, Jamie Leigh, Ben Beerle, Robin Bennett, Jonathan Duckles, Derek Colla and Robert Lynn of Cooley LLP acted as legal advisors to Mandiant. Mike Wyatt, Dave Chen and Owen O'Keeffe of Morgan Stanley & Co. LLC acted as financial advisor to FireEye. U.S. Bank, National Association acted as exchange agent for the transaction. George Boutros of Qatalyst acted as broker for Mandiant. Davis Polk & Wardwell acted as financial advisor to Morgan Stanley & Co. LLC.


FireEye, Inc. (NasdaqGS:FEYE) completed the acquisition of Mandiant Corporation from Kleiner Perkins Caufield & Byers and One Equity Partners LLC on December 30, 2013.