Bentley Systems Announces Pricing and Upsize of Private Offering of Convertible Senior Notes
Bentley Systems, Incorporated (Nasdaq: BSY) (“Bentley”), the infrastructure engineering software company, announced today the pricing of $600.0 million aggregate principal amount of convertible senior notes due 2026 (the “Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The size of the offering reflects an increase from the $500.0 million aggregate principal amount of Notes originally proposed to be sold. Bentley also granted the initial purchasers of the Notes an option to purchase up to an additional $90.0 million aggregate principal amount of the Notes during a 13-day period beginning on, and including, the first date on which the Notes are issued. Bentley expects the offering to close on January 26, 2021, subject to the satisfaction of customary closing conditions.
The Notes will be senior unsecured obligations of Bentley and will bear interest at a rate of 0.125% per annum, payable semiannually in arrears on January 15 and July 15 of each year, beginning on July 15, 2021. The Notes will mature on January 15, 2026, unless earlier redeemed, repurchased or converted. The initial conversion rate will be 15.5925 shares of Bentley’s Class B common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $64.13 per share of Class B common stock). The initial conversion price of the Notes represents a premium of approximately 45% over the last reported sale price per share of Bentley’s Class B common stock on the Nasdaq on January 21, 2021. Prior to October 15, 2025, the Notes will be convertible only upon the occurrence of certain events and during certain periods and, thereafter, at any time until the second scheduled trading day immediately before the maturity date of the Notes. The Notes will be convertible into cash, shares of Bentley’s Class B common stock or a combination thereof at Bentley’s election.
Bentley may redeem, for cash, all or any portion of the Notes, at its option, at any time on or after January 20, 2024 and on or before the 40th scheduled trading day immediately before the maturity date, if the last reported sale price per share of Bentley’s Class B common stock exceeds 130% of the conversion price on (1) each of at least 20 trading days (whether or not consecutive), during the 30 consecutive trading days ending on, and including, the trading day immediately before the date on which Bentley provides notice of redemption, and (2) the trading day immediately before the date Bentley sends such notice, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any. If Bentley undergoes a “fundamental change” (as defined in the indenture governing the Notes), holders of the Notes may require Bentley 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, if any, to, but excluding, the repurchase date. In addition, upon certain corporate events or upon redemption, Bentley will, under certain circumstances, increase the conversion rate for holders who convert the Notes in connection with such a corporate event or redemption.