Bentley Systems Announces Launch of Private Offering of Convertible Senior Notes
June 22 2021 - 4:16PM
Business Wire
Bentley Systems, Incorporated (Nasdaq: BSY) (“Bentley”), the
infrastructure engineering software company, today announced that
it intends to offer $500.0 million aggregate principal amount of
convertible senior notes due 2027 (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”). Bentley also expects to grant the initial purchasers of the
Notes a 13-day option to purchase up to an additional $75.0 million
aggregate principal amount of Notes.
The Notes will be senior unsecured obligations of Bentley and
will accrue interest payable semiannually in arrears. The Notes
will be convertible into cash, shares of Bentley’s Class B common
stock (“common stock”) or a combination thereof at Bentley’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. The offering is subject to market conditions, and there
can be no assurance as to whether or when the offering may be
completed or as to the actual size or terms of the offering.
Bentley intends to use the net proceeds from the sale of the
Notes in the offering to repay existing indebtedness and to pay the
cost of anticipated capped call transactions related to the
offering.
In connection with the pricing of the Notes, Bentley 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 Bentley’s common stock upon any conversion of the Notes
and/or offset any cash payments Bentley 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. The cap
price and premium of the capped call transactions and the premium
payable will be determined at the time of pricing of the
offering.
Bentley expects that, in connection with establishing their
initial hedges of the capped call transactions, the Option
Counterparties or their respective affiliates will purchase shares
of Bentley’s common stock and/or enter into various derivative
transactions with respect to Bentley’s common stock concurrently
with or shortly after the pricing of the Notes, and may unwind
these various derivative transactions and purchase shares of
Bentley’s common stock in open market transactions shortly after
the pricing of the Notes. This activity could increase (or reduce
the size of any decrease in) the market price of Bentley’s common
stock or the Notes at that time.
In addition, the Option Counterparties or their respective
affiliates may modify their hedge positions by entering into or
unwinding various derivatives with respect to Bentley’s common
stock and/or purchasing or selling Bentley’s common stock or other
securities of Bentley 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 Bentley’s 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 of Bentley’s common stock and value of
the consideration that a noteholder will receive upon conversion of
its Notes.
The Notes will be offered and sold only to persons reasonably
believed to be qualified institutional buyers pursuant to Rule 144A
under the Securities Act. Neither the Notes, nor any shares of
Bentley’s common stock issuable upon conversion of the Notes, have
been, or will be, 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 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 these or any other securities and
shall not constitute an offer, solicitation or sale of these or any
other securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
Forward Looking Statements
This press release contains forward-looking statements.
Forward-looking statements include all statements that are not
historical facts. The words “believe,” “may,” “will,” “estimate,”
“continue,” “anticipate,” “intend,” “expect” and similar
expressions are intended to identify forward-looking statements.
These forward-looking statements include statements relating to,
among other things, risks and uncertainties related to market
conditions, the risk that the proposed offering will not be
consummated on the terms or in the amounts contemplated or
otherwise, and the satisfaction of customary closing conditions
related to the proposed offering. These forward-looking statements
are subject to a number of risks, uncertainties and assumptions,
including those described under the “Risk Factors” section of
Bentley’s Annual Report on Form 10-K for the year ended December
31, 2020. Except as required by law, Bentley has no obligation to
update any of these forward-looking statements to conform these
statements to actual results or revised expectations.
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version on businesswire.com: https://www.businesswire.com/news/home/20210622006057/en/
Press Release Media Contact: Carey Mann 610-458-2777
carey.mann@bentley.com
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