CORRECTING and Replacing Bentley Systems Announces Launch of Non-public Offering of Convertible Senior Notes

EXTON, Pa.–(Organization WIRE)–1st paragraph, first sentence of launch, greenback amount of money must study: $500. million (as an alternative of $500,000,000 million).

The updated release reads:

BENTLEY Units ANNOUNCES Start OF Private Supplying OF CONVERTIBLE SENIOR NOTES

Bentley Programs, Included (Nasdaq: BSY) (“Bentley”), the infrastructure engineering application corporation, now announced that it intends to offer you $500. million combination principal amount of convertible senior notes thanks 2026 (the “Notes”) in a personal offering to qualified institutional potential buyers pursuant to Rule 144A underneath the Securities Act of 1933, as amended (the “Securities Act”). Bentley also expects to grant the first purchasers of the Notes a 13-working day possibility to buy up to an supplemental $75. million aggregate principal total of Notes.

The Notes will be senior unsecured obligations of Bentley and will accrue interest payable semiannually in arrears. The Notes will be convertible into money, shares of Bentley’s Course B common inventory or a mix thereof at Bentley’s election. The desire price, first conversion fee and other terms of the Notes will be established at the time of pricing of the offering. The supplying is issue to industry circumstances, and there can be no assurance as to whether or when the providing could be completed or as to the actual size or conditions of the featuring.

Bentley intends to use the web proceeds from the sale of the Notes in the presenting to pay the price of the capped contact transactions, to repay present indebtedness and for standard corporate uses, which may incorporate funding foreseeable future acquisitions.

In connection with the pricing of the Notes, Bentley expects to enter into capped connect with transactions with just one or far more of the original purchasers or their respective affiliate marketers and/or other economic institutions (the “Option Counterparties”). The capped call transactions are predicted generally to lessen the opportunity dilution to Bentley’s Class B popular inventory on any conversion of the Notes and/or offset any money payments Bentley is required to make in extra of the principal sum of transformed Notes, as the situation may be, with this kind of reduction and/or offset subject matter to a cap. The cap selling price and quality of the capped phone transactions and the top quality payable will be determined at the time of pricing of the supplying.

Bentley expects that, in connection with developing their initial hedges of the capped simply call transactions, the Solution Counterparties or their respective affiliates will order shares of Bentley’s Course B popular stock and/or enter into several spinoff transactions with respect to Bentley’s Course B widespread stock concurrently with or soon following the pricing of the Notes, and may unwind these numerous by-product transactions and order shares of Bentley’s Class B widespread stock in open market place transactions soon immediately after the pricing of the Notes. This exercise could enhance (or reduce the dimensions of any lessen in) the industry cost of Bentley’s Class B frequent inventory or the Notes at that time.

In addition, the Option Counterparties or their respective affiliates may perhaps modify their hedge positions by getting into into or unwinding various derivatives with respect to Bentley’s Course B popular stock and/or buying or selling Bentley’s Course B widespread inventory or other securities of Bentley in secondary marketplace transactions next the pricing of the Notes and prior to the maturity of the Notes (and are most likely to do so for the duration of any observation period similar to a conversion of Notes). This activity could also cause or avoid an maximize or a reduce in the marketplace value of Bentley’s Course B common inventory or the Notes, which could impact a noteholder’s potential to convert its Notes and, to the extent the action happens for the duration of any observation period of time linked to a conversion of Notes, it could impact the quantity of shares of Bentley’s Course B common inventory and worth of the consideration that a noteholder will receive on conversion of its Notes.

The Notes will be offered and bought only to individuals fairly thought to be capable institutional consumers pursuant to Rule 144A below the Securities Act. Neither the Notes, nor any shares of Bentley’s Class B typical stock issuable on conversion of the Notes, have been, or will be, registered underneath the Securities Act or any point out securities legal guidelines, and unless so registered, such securities may not be supplied or marketed in the United States absent an applicable exemption from, or in a transaction not matter to, the registration necessities of the Securities Act and other applicable securities legislation.

This press launch is neither an offer you to provide nor a solicitation of an present to obtain these or any other securities and shall not represent an provide, solicitation or sale of these or any other securities in any jurisdiction in which this sort of give, solicitation or sale would be illegal.

Ahead Searching Statements

This push release incorporates forward-hunting statements. Ahead-wanting statements consist of all statements that are not historic details. The text “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect” and equivalent expressions are meant to establish ahead-seeking statements. These forward-on the lookout statements contain statements relating to, between other points, dangers and uncertainties associated to sector situations, the hazard that the proposed supplying will not be consummated on the terms or in the quantities contemplated or normally, and the fulfillment of customary closing situations related to the proposed featuring. These forward-on the lookout statements are topic to a selection of dangers, uncertainties and assumptions, which includes those people explained under the “Risk Factors” area of Bentley’s Prospectus dated November 12, 2020, submitted pursuant to Rule 424(b)(4) of the Securities Act on November 16, 2020. Other than as demanded by regulation, Bentley has no obligation to update any of these ahead-hunting statements to conform these statements to genuine success or revised expectations.