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

MINDBODY may redeem, for cash, all or any portion of the notes, at its option, on or after June 6, 2021 if the last reported sale price of MINDBODY’s Class A common stock has been at least 130% of the conversion price for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which MINDBODY provides notice of redemption, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest. If MINDBODY undergoes a “fundamental change,” holders of the notes may require MINDBODY to repurchase for cash all or any portion of their notes at a repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the redemption date. In addition, upon certain corporate events or upon redemption, MINDBODY will, under certain circumstances, increase the conversion rate for holders who convert notes in connection with such a corporate event or redemption.

MINDBODY estimates that the net proceeds from the offering will be approximately $261.5 million (or $300.9 million if the initial purchasers exercise their option to purchase additional notes in full), after deducting the initial purchasers’ discounts and commissions and estimated expenses payable by MINDBODY. MINDBODY intends to use a portion of the net proceeds from the offering to pay the cost of the capped call transactions described below. MINDBODY intends to use the remainder of the net proceeds for working capital and general corporate purposes. MINDBODY may also use a portion of the net proceeds from this offering for the acquisition of, or investment in, technologies, solutions or businesses that complement its business, although it has no commitments or agreements to enter into any such acquisitions or investments at this time. If the initial purchasers exercise their option to purchase additional notes, MINDBODY expects to use a portion of the net proceeds from the sale of the additional notes to enter into additional capped call transactions as described below.MINDBODY intends to use the remainder of the net proceeds from sale of the additional notes as described above.

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Disclaimer: The above is a matter of opinion provided for general information purposes only and is not intended as investment advice. Information and analysis above are derived from sources and ...

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