Bentley Systems’ $690 Million Notes Offering

Simpson Thacher represented Bentley Systems, while Goodwin Procter LLP advised BofA Securities, Inc., Goldman Sachs & Co. LLC, KeyBanc Capital Markets Inc., Mizuho Securities USA LLC, PNC Capital Markets LLC, TD Securities (USA) LLC and HSBC Securities (USA) Inc on the deal.

Bentley Systems, Incorporated (the “Company”) issued and sold $690.0 million aggregate principal amount of its 0.125% Convertible Senior Notes due 2026 (the “Notes”) (which principal amount included $90.0 million issued pursuant to the full exercise by the initial purchasers of their option to purchase additional Notes), pursuant to an indenture (the “Indenture”), dated as of January 26, 2021, between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”). The Notes were sold only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”).

The Notes will pay interest semi-annually in arrears in cash on January 15 and July 15 of each year at a rate of 0.125% per year, commencing on July 15, 2021. The Notes will mature on January 15, 2026, unless earlier converted, redeemed or repurchased.

The Notes are the Company’s senior, unsecured obligations that rank senior in right of payment to the Company’s future indebtedness that is expressly subordinated to the Notes, rank equally in right of payment with the Company’s future senior unsecured indebtedness that is not so subordinated, effectively subordinated to the Company’s existing and future secured indebtedness (including obligations under the Company’s senior secured credit facilities), to the extent of the value of the collateral securing such indebtedness, and structurally subordinated to all existing and future indebtedness and other liabilities (including trade payables and preferred equity (to the extent the Company is not a holder thereof)) of the Company’s subsidiaries.

Bentley Systems, Inc. is a leading global provider of software for infrastructure engineering, enabling the work of civil, structural, geotechnical, and plant engineering practitioners, their project delivery enterprises, and owner-operators of infrastructure assets.

Goodwin’s product team consisted of Jim Barri (Picture), John Servidio, Tiffany Williamson, and Benjamin Drai. Goodwin’s corporate team consisted of Ken Gordon, Erica Kassman, Jocelyn Coney, and Emily Goldenberg. Alexander Plaum provided tax advice.

Simpson Thacher represented Bentley Systems with Richard Fenyes, Sunny Cheong, John O’Connell, Hyo Min Kim and Alexander Leicht (Capital Markets); Jonathan Lindabury, Caitlin Wood and Nathan Utterback (Derivatives); Tristan Brown and Jake Phillips (Executive Compensation and Employee Benefits); and Marcy Geller, Jonathan Cantor, Jasmine Hay and Edward Grais (Tax).

Involved fees earner: James Barri – Goodwin Procter; Benjamin Drai – Goodwin Procter; Kenneth Gordon – Goodwin Procter; Erica Kassman – Goodwin Procter; Alexander Plaum – Goodwin Procter; John Servidio – Goodwin Procter; Tiffany Williamson – Goodwin Procter; Tristan Brown – Simpson Thacher & Bartlett; Jonathan Cantor – Simpson Thacher & Bartlett; Sunny Cheong – Simpson Thacher & Bartlett; Richard Fenyes – Simpson Thacher & Bartlett; Marcy Geller – Simpson Thacher & Bartlett; Edward Grais – Simpson Thacher & Bartlett; Jasmine Hay – Simpson Thacher & Bartlett; Hyo Min Kim – Simpson Thacher & Bartlett; Alexander Leicht – Simpson Thacher & Bartlett; Jonathan Lindabury – Simpson Thacher & Bartlett; John O’Connell – Simpson Thacher & Bartlett; Jacob Phillips – Simpson Thacher & Bartlett; Nathan Utterback – Simpson Thacher & Bartlett; Caitlin Wood – Simpson Thacher & Bartlett;

Law Firms: Goodwin Procter; Simpson Thacher & Bartlett;

Clients: Bank of America Securities; Bentley Systems; Goldman Sachs & Co.; HSBC Securities; KeyBanc Capital Markets; Mizuho Securities; PNC Capital Markets LLC; TD Securities;

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Author: Ambrogio Visconti