Item 1.01 Entry into a Material Definitive Agreement.
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.
Item 8.01 Other Events.
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
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 Financial Statements and Exhibits.
Exhibit No. Description
10.1 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
99.1 Bentley Systems, Incorporated Press Release dated June 22, 2021
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