By Abigail W. Adams
Portland, Me., Jan. 22 – Bentley Systems Inc. priced an upsized $600 million of five-year convertible notes after the market close on Thursday at par at the rich end of talk with a coupon of 0.125% and an initial conversion premium of 45%, according to a market source.
Price talk was for a coupon of 0.125% to 0.625% and an initial conversion premium of 40% to 45%.
BofA Securities Inc., Goldman Sachs & Co. LLC, Mizuho Securities USA Inc. and KeyBanc Capital Markets Inc. were bookrunners for the Rule 144A offering, which carries an upsized greenshoe of $90 million.
The initial size of the offering was $500 million with a greenshoe of $75 million.
The notes are non-callable until Jan. 20, 2024 and then subject to a 130% hurdle.
They are putable upon a fundamental change. There is dividend protection.
The notes will be settled in cash, shares or a combination of both at the company’s option.
In connection with the offering, the company entered into capped call transactions with a cap price of $72.98, which represents a premium of 65% over the last reported sales price of stock.
Net proceeds are expected to be $584.4 million or will be $672.1 million if the greenshoe is exercised in full.
Proceeds will be used to cover the cost of the call spread, to repay debt and for general corporate purposes, which may include future acquisitions.
Bentley Systems is an Exton, Pa.-based infrastructure engineering software company.
| Issuer: | Bentley Systems Inc.
|
| Securities: | Convertible senior notes
|
| Amount: | $600 million
|
| Greenshoe: | $90 million
|
| Maturity: | Jan. 15, 2026
|
| Bookrunners: | BofA Securities Inc., Goldman Sachs & Co. LLC, Mizuho Securities USA Inc. and KeyBanc Capital Markets Inc.
|
| Coupon: | 0.125%
|
| Price: | Par
|
| Yield: | 0.125%
|
| Conversion premium: | 45%
|
| Conversion price: | $64.13
|
| Conversion rate: | 15.5925
|
| Call options: | Non-callable until Jan. 20, 2024 and then subject to a 130% hurdle
|
| Put options: | Upon a fundamental change
|
| Pricing date: | Jan. 22
|
| Settlement date: | Jan. 26
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| Distribution: | Rule 144A
|
| Talk: | Coupon of 0.125% to 0.625% and initial conversion premium of 40% to 45%
|
| Stock symbol: | Nasdaq: BSY
|
| Stock price: | $44.23 at market close Jan. 22
|
| Market capitalization: | $12.02 billion
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