Press Release June 29, 2021

Capital Markets Team Represents Initial Purchasers and Dealers on Bentley Systems $500 Million Convertible Senior Notes Offering and Capped Call

The Capital Markets and Technology teams advised the initial purchasers in Bentley Systems, Incorporated’s (Nasdaq: BSY) private offering of $500 million aggregate principal amount of convertible senior notes due 2027. Bentley also granted the initial purchasers of the notes an option to purchase up to an additional $75 million aggregate principal amount of notes during a 13-day period beginning on, and including, the first date on which the notes are issued. 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 on June 23, 2021.

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 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 Systems 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.

The Goodwin Capital Markets team was led by Ken Gordon and Erica Kassman, and included Tiffany Williamson, Liz Telefus, and Tom Dana. The Goodwin Debt Capital Markets and Equity Derivatives team was led by Jim Barri, John Servidio, Ben Drai, and Patrick Wilson. Goodwin’s Tax team consisted of Dan Karelitz and Garrett Gaughan.

For more details, read the press release.