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CORRECTING and REPLACING Bentley Systems Announces Launch of Private Offering of Convertible Senior Notes

EXTON, Pa.--(BUSINESS WIRE)-- First paragraph, first sentence of release, dollar amount should read: $500.0 million (instead of $500,000,000 million). The

articleBentley Systems, IncorporatedJanuary 20, 20214/company/bentley-systems-inc/news/correcting-and-replacing-bentley-systems-announces-launch-of-private-offering-of
CORRECTING and REPLACING Bentley Systems Announces Launch of Private Offering of Convertible Senior Notes

About this update from Bentley Systems, Incorporated

[{"type":"text","content":" EXTON, Pa.--(BUSINESS WIRE)--\nFirst paragraph, first sentence of release, dollar amount should read: $500.0 million (instead of $500,000,000 million).\n\nThe updated release reads:\n\nBENTLEY SYSTEMS ANNOUNCES LAUNCH OF PRIVATE OFFERING OF CONVERTIBLE SENIOR NOTES\n\nBentley 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 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”). 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.\n\nThe 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 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.\n\nBentley intends to use the net proceeds from the sale of the Notes in the offering to pay the cost of the capped call transactions, to repay existing indebtedness and for general corporate purposes, which may include funding future acquisitions.\n\nIn 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 Class B 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.\n\nBentley expect...

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