FireEye, Inc. Announces $525.0 Million Convertible Notes Offering - Seite 2

In connection with the pricing of the notes, FireEye expects to enter into capped call transactions (the “capped call transactions”) with one or more of the initial purchasers or their respective affiliates and/or other financial institutions (the “hedge counterparties”). The capped call transactions are expected generally to reduce or offset the potential dilution to FireEye’s common stock or offset any cash payments FireEye is required to make in excess of the principal amount of converted notes, as the case may be, upon any conversion of notes with such reduction or offset, as the case may be, subject to a cap based on the cap price. If the initial purchasers exercise their option to purchase additional notes, FireEye intends to enter into additional capped call transactions with the hedge counterparties.

FireEye expects that in connection with establishing their initial hedge of the capped call transactions, the hedge counterparties will purchase shares of FireEye’s common stock and/or enter into various derivative transactions with respect to FireEye’s common stock concurrently with, or shortly after, the pricing of the notes. These activities could increase (or reduce the size of any decrease in) the market price of FireEye’s common stock or the notes at that time. In addition, FireEye expects that the hedge counterparties may modify their hedge positions by entering into or unwinding derivative transactions with respect to FireEye’s common stock and/or by purchasing or selling shares of FireEye’s common stock or other securities of FireEye in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so on each exercise date of the capped call transaction, which may occur during the observation period related to a conversion of the notes, and are scheduled to occur during any observation period relating to any conversion of the notes on or after March 1, 2024). This activity could also cause or avoid an increase or a decrease in the market price of FireEye’s common stock or the notes, which could affect the ability of noteholders to convert the notes and, to the extent the activity occurs during any observation period related to a conversion of the notes, could affect the amount and value of the consideration that noteholders will receive upon conversion of the notes.