Item 1.01 Entry into a Material Definitive Agreement





Indenture

On January 26, 2021, 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.

Prior to October 15, 2025, the Notes will be convertible at the option of the holder only under the following circumstances:

(i) during any calendar quarter (and only during such quarter) commencing after the calendar quarter ending on June 30, 2021, if the Last Reported Sale Price (as defined in the Indenture) per share of the Company's Class B common stock exceeds 130% of the Conversion Price (as defined in the Indenture) for each of at least 20 Trading Days (as defined in the Indenture), whether or not consecutive, during the 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter;

(ii) during the five consecutive business days immediately after any ten consecutive Trading Day period (such ten consecutive trading day period, the "measurement period") in which the Trading Price (as defined in the Indenture) per $1,000 principal amount of Notes for each Trading Day of the measurement period was less than 98% of the product of the Last Reported Sale Price per share of the Company's Class B common stock on such Trading Day and the Conversion Rate (as described below) on such Trading Day;

(iii) upon the occurrence of certain corporate events or distributions on the Company's Class B common stock, as described in the Indenture; or

(iv) if the Company calls such Notes for redemption.

On or after October 15, 2025 until 5:00 p.m., New York City time, on the second Scheduled Trading Day (as defined in the Indenture) immediately before the maturity date, the Notes will be convertible at the option of the holder at any time.

The Notes will initially be convertible at a Conversion Rate of 15.5925 shares of Class B common stock per $1,000 principal amount of Notes, which is equivalent to an initial Conversion Price of approximately $64.13 per share of Class B common stock. The Conversion Rate is subject to adjustment upon certain events. Upon conversion, the Company will satisfy its conversion obligation by paying or delivering, at its election, cash, shares of its Class B common stock or a combination of cash and shares of its Class B common stock, as applicable.

The Company will have the option to redeem the Notes in whole or in part at any time on or after January 20, 2024 and on or before the 40thScheduled Trading Day immediately before the maturity date if the Last Reported Sale Price per share of the Company's Class B common stock exceeds 130% of the Conversion Price on (1) each of at least 20 Trading Days, whether or not consecutive, during any 30 consecutive Trading Days ending on, and including, the Trading Day immediately before the date the Company sends the related redemption notice; and (2) the Trading Day immediately before the date the Company sends such notice. The redemption price will be equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

Upon a Fundamental Change (as defined in the Indenture), holders may, subject to certain exceptions, require the Company to purchase their Notes in whole or in part for cash at a price equal to the principal amount of the Notes to be purchased, plus accrued and unpaid interest, if any, to, but excluding, the Fundamental Change Repurchase Date (as defined in the Indenture). In addition, upon a Make-Whole Fundamental Change (as defined in the Indenture), the Company will, under certain circumstances, increase the applicable Conversion Rate for a holder that elects to convert its Notes in connection with such Make-Whole Fundamental Change. No adjustment to the Conversion Rate will be made if the Stock Price (as defined in the Indenture) in such Make-Whole Fundamental Change is either less than $44.23 per share or greater than $210.00 per share. The Company will not increase the Conversion Rate to an amount that exceeds 22.6090 shares per $1,000 principal amount of Notes, subject to adjustment. The Indenture also contains a customary merger covenant. . . .

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 in connection with the Notes, the Indenture, the Capped Call Transactions and the Second Amendment is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities

The information set forth in Item 1.01 in connection with the Notes and Indenture is incorporated herein by reference. The Company offered and sold the Notes to the initial purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, and for resale by the initial purchasers to persons reasonably believed to be qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act. The Company relied on these exemptions from registration based in part on representations made by the initial purchasers in the purchase agreement, dated January 21, 2021, by and between the Company and BofA Securities, Inc. and Goldman Sachs & Co. LLC, as the representatives of the initial purchasers named therein.

The Notes and the shares of the Company's Class B common stock issuable upon conversion of the Notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.




Item 8.01  Other Events.

On January 20, 2021, the Company issued a press release announcing the Company's commencement of the private offering of the Notes to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. A copy of the press release is being filed as Exhibit 99.1 to this Report and is incorporated herein by reference.

On January 21, 2021, the Company issued a press release announcing the pricing and upsize of the Notes offering. A copy of the press release is being filed as Exhibit 99.2 to this Report and is incorporated herein by reference.

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.




Item 9.01  Financial Statements and Exhibits.



(d)  Exhibits.



Exhibit No.   Description
  4.1           Indenture, dated as of January 26, 2021, between Bentley
              Systems, Incorporated and Wilmington Trust, National Association, as
              trustee

  4.2           Form of 0.125% Convertible Senior Note due 2026 (included as
              Exhibit A in Exhibit 4.1)

  10.1          Form of Capped Call Confirmation

  10.2          Second Amendment, dated as of January 25, 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 January 20,
              2021

  99.2          Bentley Systems, Incorporated Press Release dated January 21,
              2021

104           Cover Page Interactive Data File (formatted as inline XBRL)

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