Press Release January 27, 2021

Capital Markets Team Represents Initial Purchasers and Dealers on Bentley Systems, Inc.’s Upsized $690 Million 0.125% Convertible Senior Notes and Capped Call

The Capital Markets and Technology teams advised the initial purchasers on Bentley Systems, Inc.’s (Nasdaq: BSY) Rule 144A offering of 0.125% Convertible Senior Notes due 2026. The offering launched at $500 million, but was upsized to $600 million, plus the full exercise of the initial purchasers’ option to purchase additional notes. The initial conversion price of the notes feature a premium of approximately 45% up from the reference price of $44.23 per share. In connection with the offering, Bentley Systems and certain investment bank dealers entered into capped call transactions, which mitigates equity dilution and/or offsets payments due upon conversion of the notes and effectively raises the conversion price of the notes to approximately $72.98 per share, a 65% premium over the reference price.

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, 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.

For more information, read the Bentley Systems Inc.’s pricing press release for the offering.