MINDBODY Announces Pricing of Upsized $270 Million Convertible Senior Notes Offering

▤ Summary

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.In connection with the pricing of the notes, MINDBODY entered into capped call transactions with one of the initial purchasers and other financial institutions (the “option counterparties”).The capped call transactions are expected generally to reduce potential dilution to MINDBODY’s Class A common stock upon any conversion of notes and/or offset any cash payments MINDBODY is required to make in excess of the principal amount of converted notes, as the case may be, with such reduction and/or offset subject to a cap initially equal to $76.20 per share (which represents a premium of 100% over the last reported sale price of MINDBODY’s Class A common stock on the NASDAQ Global Market on June 7, 2018).In connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect to purchase shares of MINDBODY’s Class A common stock and/or enter into various derivative transactions with respect to MINDBODY’s Class A common stock concurrently with or shortly after the pricing of the notes.This activity could increase (or reduce the size of any decrease in) the market price of MINDBODY’s Class A common stock or the notes at that time.

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