Current Report Filing (8-k)
June 22 2021 - 5:17PM
Edgar (US Regulatory)
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2021-06-22
2021-06-22
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): June 22, 2021
Bentley
Systems, Incorporated
(Exact name of registrant as specified
in its charter)
Delaware
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001-39548
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95-3936623
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(State or other jurisdiction
of
incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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685 Stockton Drive
Exton, PA
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19341
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (610) 458-5000
Not applicable
(Former name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8−K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a−12 under the Exchange Act (17 CFR 240.14a−12)
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¨
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Pre−commencement communications pursuant to Rule 14d−2(b) under the Exchange Act (17 CFR 240.14d−2(b))
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¨
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Pre−commencement communications pursuant to Rule 13e−4(c) under the Exchange Act (17 CFR 240.13e−4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading
Symbol
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Name of each exchange on which
registered
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Class
B common stock, par value $0.01 per share
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BSY
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The Nasdaq Stock Market LLC
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company x
If an
emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01
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Entry into a Material Definitive Agreement.
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On
June 22, 2021, the Company entered into a third amendment (the “Third Amendment”) to the Amended and Restated Credit Agreement,
dated as of December 19, 2017, by and among Bentley Systems, PNC Bank National Association, as administrative agent, and the lenders party
thereto (the “Credit Facility”). The Third Amendment amends the Credit Facility to permit the issuance and sale of the Notes
(as defined below) and the capped call transactions described in the offering memorandum related to the Notes Offering (as defined below).
The foregoing description of the Third Amendment is qualified in its entirety by the full text of the Third Amendment, which is filed
herewith as Exhibit 10.1 and is incorporated into this Item 1.01 by reference.
On
June 22, 2021, Bentley Systems, Incorporated (the “Company”) issued a press release announcing that the Company plans to
commence, subject to market conditions and other factors, a private offering (the “Notes Offering”) of $500 million
aggregate principal amount of convertible senior notes due 2027 (the “Notes”) to persons reasonably believed to be
qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933 (the “Securities Act”). The
Company also expects to grant the initial purchasers of the Notes a 13-day option to purchase up to an additional $75 million
aggregate principal amount of Notes. The Company intends to use the net proceeds from the Notes Offering to repay existing
indebtedness and to pay the cost of anticipated capped call transactions related to the Notes Offering. A copy of the press release
is being furnished as Exhibit 99.1 to this Report and is incorporated herein by reference.
As of March 31, 2021, after giving effect to
the payment of the cash consideration for the acquisition of Seequent Holdings Limited and the Notes Offering and the use of
proceeds therefrom (assuming no exercise of the initial purchasers’ option to purchase additional Notes): (i) the Company
would have had $102 million of secured indebtedness, excluding $0.2 million in outstanding letters of credit, under its Credit
Facility with an additional $748 million of availability thereunder and (ii) approximately $240 million of cash and cash equivalents
(which cash amount does not reflect the intended usage of cash to pay the cost of entering into the capped call transactions).
The information included in this Current Report
on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any securities.
This
Current Report on Form 8-K 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, risks that the Notes Offering will not be consummated on the terms or in the amounts contemplated or otherwise, the intended
use of proceeds from the Notes Offering, and the satisfaction of customary closing conditions related to the Notes Offering. These forward-looking
statements are subject to a number of risks, uncertainties and assumptions, including those described under the “Risk Factors”
section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. Except as required by law, the Company
has no obligation to update any of these forward-looking statements to conform these statements to actual results or revised expectations.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
Exhibit
No.
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Description
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10.1
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Third Amendment, dated as of June 22, 2021, to the Amended and Restated Credit Agreement dated as of December 19, 2017, by and among
the Company, PNC Bank National Association, as administrative agent, and the lenders party thereto
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99.1
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Bentley Systems,
Incorporated Press Release dated June 22, 2021
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Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned
hereunto duly authorized.
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Bentley Systems,
Incorporated
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Date: June 22,
2021
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By:
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/s/
David R. Shaman
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Name:
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David R. Shaman
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Title:
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Chief Legal Officer and Corporate
Secretary
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