Bentley Systems, Incorporated (Nasdaq: BSY) (“Bentley”), the
infrastructure engineering software company, announced today the
pricing of $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 granted the initial purchasers of the Notes an option to
purchase up to an additional $75.0 million aggregate principal
amount of 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 June 28, 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 0.375% per annum, payable
semiannually in arrears on January 1 and July 1 of each year,
beginning on January 1, 2022. The Notes will mature on July 1,
2027, unless earlier converted, redeemed or repurchased. The
initial conversion rate will be 12.0153 shares of Bentley’s Class B
common stock (“common stock”) per $1,000 principal amount of Notes
(equivalent to an initial conversion price of approximately $83.23
per share of common stock). The initial conversion price of the
Notes represents a premium of approximately 35% over the last
reported sale price per share of Bentley’s common stock on The
Nasdaq Global Select Market (“Nasdaq”) on June 23, 2021. Prior to
April 1, 2027, 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 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 July 5, 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 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.
Bentley estimates that the net proceeds from the offering will
be approximately $487 million (or approximately $560 million if the
initial purchasers exercise in full their option to purchase
additional notes), after deducting the initial purchasers'
discounts and commissions and estimated offering expenses payable
by Bentley. 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 entered
into capped call transactions with certain of the initial
purchasers or their respective affiliates and certain 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, initially
equal to approximately $95.56 per share (which represents a premium
of approximately 55% over the last reported sale price of Bentley’s
common stock on the Nasdaq on June 23, 2021).
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 anticipated use of the net proceeds from the
offering, the risk that the offering will not be consummated and
the satisfaction of customary closing conditions related to the
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/20210623006000/en/
Media Contact: Carey Mann 610-458-2777
carey.mann@bentley.com
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