MINDBODY Announces Proposed Private Offering of $200 Million of Convertible Senior Notes
June 06 2018 - 4:44PM
MINDBODY, Inc. (NASDAQ:MB), the leading technology platform for the
fitness, wellness and beauty services industries, today announced
that it intends to offer, subject to market conditions and other
factors, $200 million aggregate principal amount of 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. MINDBODY also intends to grant the initial
purchasers of the notes a 13-day option to purchase up to an
additional $30 million principal amount of notes.
The notes will be senior unsecured obligations
of MINDBODY and will accrue interest payable semiannually in
arrears. 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. The
interest rate, initial conversion rate and other terms of the notes
will be determined at the time of pricing of the offering.
MINDBODY intends to use a portion of the net
proceeds of 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.
In connection with the pricing of the notes,
MINDBODY expects to enter into capped call transactions with one or
more of the initial purchasers or their respective affiliates
and/or other financial institutions (the “option counterparties”).
The capped call transactions are expected generally to reduce the
potential dilution to MINDBODY’s Class A common stock upon any
conversion of notes and/or offset, at least in part, 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.
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.
In addition, MINDBODY expects that the option
counterparties or their respective affiliates may modify their
hedge positions by entering into or unwinding various derivatives
with respect to MINDBODY’s Class A common stock and/or purchasing
or selling MINDBODY’s Class A common stock or other securities of
MINDBODY in secondary market transactions following the pricing of
the notes and prior to the maturity of the notes (and are likely to
do so during any observation period related to a conversion of
notes). This activity could also cause or avoid an increase or a
decrease in the market price of MINDBODY’s Class A common stock or
the notes, which could affect a noteholder’s ability to convert its
notes and, to the extent the activity occurs during any observation
period related to a conversion of notes, it could affect the number
of shares and value of the consideration that a noteholder will
receive upon conversion of its notes.
Neither the notes, nor any shares of MINDBODY
Class A common stock issuable upon conversion of the notes, have
been registered under the Securities Act or any state securities
laws, and unless so registered, such securities may not be offered
or sold in the United States absent registration or an applicable
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and other
applicable securities laws.
This press release is neither an offer to sell
nor a solicitation of an offer to buy any securities, nor shall it
constitute an offer, solicitation or sale of the securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction.
About MINDBODY
MINDBODY, Inc. (NASDAQ:MB) is the leading
technology platform for the fitness, wellness and beauty services
industries. Local entrepreneurs worldwide use MINDBODY’s integrated
software and payments platform to run, market and build their
businesses. Consumers use MINDBODY to more easily find, engage and
transact with providers in their local communities.
Investor Relations
Contact:Nicole
GundersonIR@mindbodyonline.com888-782-7155
Media Contact:Jennifer
Saxonjennifer.saxon@mindbodyonline.com805-419-2839
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of the federal securities laws.
These statements include, but are not limited to, statements
concerning the proposed terms of the notes and the capped call
transactions, the completion, timing and size of the proposed
offering and the entry into the capped call transactions and the
anticipated use of the net proceeds from the offering.
Forward-looking statements include all statements that are not
historical facts. In some cases, forward-looking statements can be
identified by terms such as “anticipates,” “believes,” “could,”
“estimates,” “expects,” “intends,” “may,” “plans,” “potential,”
“will,” or similar expressions and the negatives of those words.
Forward-looking statements involve substantial risks and
uncertainties that may cause actual results to differ materially
from those that we expect. These risks and uncertainties include
market risks, trends and conditions. These and other risks are more
fully described in our filings with the Securities and Exchange
Commission, including in the section titled “Risk Factors” in our
Annual Report on Form 10-K for the year ended December 31, 2017 and
in the section titled “Risk Factors” in our subsequent Quarterly
Report on Form 10-Q for the quarter ended March 31, 2018. In light
of these risks, you should not place undue reliance on such
forward-looking statements. Forward-looking statements represent
our beliefs and assumptions only as of the date of this press
release. We disclaim any obligation to update forward-looking
statements.
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