Vista Equity Partners’ $1.9 Billion Acquisition of MINDBODY

Qatalyst Partners is serving as the exclusive financial advisor to MINDBODY, and Cooley LLP is serving as legal advisor to MINDBODY. Vista’s legal advisor is Kirkland & Ellis LLP.

MINDBODY (NASDAQ: MB), has entered into a definitive agreement to be acquired by Vista Equity Partners, a leading investment firm focused on software, data and technology-enabled businesses.

Under the terms of the agreement, Vista will acquire all outstanding shares of MINDBODY common stock for a total value of approximately $1.9 billion. MINDBODY shareholders will receive $36.50 in cash per share, representing a 68% premium to the unaffected closing price as of December 21, 2018.

MINDBODY’s Board of Directors unanimously approved the deal and recommended that stockholders vote their shares in favor of the transaction. Closing of the transaction is subject to customary closing conditions, including the approval of MINDBODY stockholders and antitrust approval in the United States. The transaction is expected to close in the first quarter of 2019 and is not subject to a financing condition.

The definitive agreement for the transaction includes a 30 day “go-shop” period, which permits MINDBODY’s Board of Directors and financial advisors to actively initiate, solicit, encourage and potentially enter negotiations with other parties that make alternative acquisition proposals. MINDBODY will have the right to terminate the merger agreement to enter into a superior proposal subject to the terms and conditions of the merger agreement. There can be no assurance that this 30 day “go-shop” will result in a superior proposal, and MINDBODY does not intend to disclose developments with respect to the solicitation process unless and until the Board of Directors makes a determination requiring further disclosure.

The Kirkland team was led by corporate partners Stuart Casillas (Picture), Joshua Zachariah, Joseph Halloum and James Beach.

Involved fees earner: James Beach – Kirkland & Ellis; Stuart Casillas – Kirkland & Ellis; Joseph Halloum – Kirkland & Ellis; Joshua Zachariah – Kirkland & Ellis;

Law Firms: Kirkland & Ellis;

Clients: Vista Equity Partners;

Author: Ambrogio Visconti