Bentley Systems Enters Material Definitive Agreement

TL;DR

Bentley Systems just signed a new credit agreement, watch their debt levels.

AI Summary

On October 18, 2024, Bentley Systems, Inc. entered into a material definitive agreement, specifically a credit agreement, which creates a direct financial obligation for the registrant. The company, incorporated in Delaware with its principal executive offices in Exton, PA, filed this 8-K report to disclose this significant financial event.

Why It Matters

This filing indicates Bentley Systems has entered into a new credit agreement, which could impact its financial leverage and future investment capacity.

Risk Assessment

Risk Level: medium — Entering into new credit agreements can introduce financial obligations and potentially increase leverage, requiring careful monitoring.

Key Players & Entities

• Bentley Systems, Inc. (company) — Registrant
• October 18, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Exton, PA (location) — Address of principal executive offices

FAQ

Key Financial Figures

• $0.01 — tered Class B common stock, par value $0.01 per share BSY The Nasdaq Stock Mark
• $1.3 billion — t Agreement provides the Company with a $1.3 billion revolving credit facility (the " Revolv
• $125 million — (the " Revolving Facility "), including $125 million in swingline loans and $125 million in
• $500 million — ption to increase the facility by up to $500 million in the form of both revolving indebtedn

Filing Documents

• tm2426498d1_8k.htm (8-K) — 28KB
• tm2426498d1_ex10-1.htm (EX-10.1) — 977KB
• 0001104659-24-110564.txt ( ) — 1383KB
• bsy-20241018.xsd (EX-101.SCH) — 3KB
• bsy-20241018_lab.xml (EX-101.LAB) — 33KB
• bsy-20241018_pre.xml (EX-101.PRE) — 22KB
• tm2426498d1_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On October 18, 2024, Bentley Systems, Incorporated (the " Company ") entered into a Second Amended and Restated Credit Agreement, dated as of October 18, 2024 (the " Credit Agreement "), by and among the Company, the lenders party thereto and PNC Bank, National Association, as administrative agent. The Credit Agreement provides the Company with a $1.3 billion revolving credit facility (the " Revolving Facility "), including $125 million in swingline loans and $125 million in letters of credit. The Credit Agreement also provides the Company with an option to increase the facility by up to $500 million in the form of both revolving indebtedness and incremental term loans. The Revolving Facility matures on October 18, 2029 (subject to a "springing maturity date" on the date that is 91 days prior to the maturity of the Company's outstanding convertible debt, unless on such date the Company meets certain liquidity requirements set forth in the Credit Agreement). Voluntary prepayments under the Credit Agreement are permitted at any time without payment of any prepayment premiums. Borrowings under the Revolving Facility will bear interest, at the Company's option, at the Alternate Base Rate or Term SOFR Rate (each as defined in the Credit Agreement), plus a margin based on the Company's Net Leverage Ratio (as defined in the Credit Agreement). The Company will pay a commitment fee with respect to unutilized commitments under the Revolving Facility ranging from 0.2% to 0.3% per annum depending on the Company's Net Leverage Ratio. All obligations under the Credit Agreement are unconditionally guaranteed by the Company's first-tier wholly-owned Material Domestic Subsidiaries (as defined in the Credit Agreement) (the " Guarantors "), and are secured by substantially all of the existing and future property and assets held by the Company and the Guarantors, including a pledge of the equity interests of each first-tier sub

03

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 is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Second Amended and Restated Credit Agreement, dated as of October 18, 2024, by and among the Company, the lenders party thereto and PNC Bank, National Association, as administrative agent 104 Cover Page Interactive Data File (formatted as inline XBRL)

Signatures

Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized. Bentley Systems, Incorporated Date: October 22, 2024 By: /s/ Werner Andre Name: Werner Andre Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR