HubSpot Prices Offering of $350 Million of Convertible Senior Notes

5/7/17

HubSpot, Inc. (NYSE: HUBS) today announced the pricing of $350 million aggregate principal amount of Convertible Senior Notes due 2022 in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The size of the transaction was increased from the previously announced aggregate principal amount of $300 million. HubSpot also granted the initial purchasers of the notes a 30-day option to purchase up to an additional $50 million aggregate principal amount of the notes solely to cover over-allotments, if any. The sale of the notes to the initial purchasers is expected to settle on May 10, 2017, subject to customary closing conditions, and is expected to result in approximately $340.0 million in net proceeds to HubSpot after deducting the initial purchasers' discount and estimated offering expenses payable by HubSpot.

The notes will be senior, unsecured obligations of HubSpot. The notes will bear interest at a rate of 0.25% per year. Interest will be payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2017. The notes will mature on June 1, 2022, unless earlier repurchased or converted. HubSpot may not redeem the notes prior to their maturity.

The notes will be convertible at an initial conversion rate of 10.5519 shares of HubSpot's common stock, per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $94.77 per share, which represents a conversion premium of approximately 35% to the last reported sale price of $70.20 per share of HubSpot's common stock on the New York Stock Exchange on May 4, 2017).

Prior to the close of business on the business day immediately preceding February 1, 2022, the notes will be convertible at the option of the noteholders only upon the satisfaction of specified conditions and during certain periods. On or after February 1, 2022 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 noteholders at any time regardless of these conditions. Conversions of the notes will be settled in cash, shares of HubSpot's common stock, or a combination thereof, at HubSpot's election.

About HubSpot

HubSpot is a leading inbound marketing and sales platform. Over 31,000 total customers in over 90 countries use HubSpot's award-winning software, services, and support to create an inbound experience that will attract, engage, and delight customers.

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