Mindbody Announces Pricing Of Upsized $270 Million Convertible Senior Notes Offering

SAN LUIS OBISPO, Calif., June 08, 2018 (GLOBE NEWSWIRE) -- MINDBODY, Inc. (Nasdaq:MB), the leading technology platform for the fitness, wellness and beauty services industries, today announced the pricing of $270 million aggregate principal amount of 0.375% convertible senior notes due 2023 in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The aggregate principal amount of the offering was increased from the previously announced offering size of $200 million.  MINDBODY also granted the initial purchasers of the notes a 13-day option to purchase up to an additional $40.5 million principal amount of notes. The sale of the notes is expected to close on June 12, 2018, subject to customary closing conditions.

The notes will be senior unsecured obligations of MINDBODY and bear interest at a rate of 0.375% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2018. The notes will mature on June 1, 2023, unless earlier converted, redeemed or repurchased. The initial conversion rate will be 20.1898 shares of MINDBODY’s Class A common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $49.53 per share of Class A common stock). The initial conversion price of the notes represents a premium of approximately 30% over the last reported sale price of MINDBODY’s Class A common stock on the NASDAQ Global Market on June 7, 2018.  Prior to the close of business on the business day immediately preceding December 1, 2022, the notes will be convertible at the option of the holders of the notes only upon the satisfaction of specified conditions and during certain periods.Thereafter, until the close of business on the second scheduled trading day preceding the maturity date, the notes will be convertible at the option of the holders of notes at any time regardless of such conditions.The notes will be convertible into cash, shares of MINDBODY’s Class A common stock or a combination of cash and shares of MINDBODY’s Class A common stock, at MINDBODY’s election.

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