Item 1.01 Conclusion of a Material Definitive Agreement.

At June 22, 2021, the Company entered into a third amendment (the “Third Amendment”) to the Amended and Restated Credit Agreement, dated Dec. 19, 2017, by and among Bentley Systems, National Association of PNC Banks, as administrative agent, and the lenders party thereto (the “Credit Facility”). The Third Amendment modifies the credit facility to allow the issuance and sale of the Notes (as defined below) and the capped purchase transactions described in the offering memorandum relating to the offering of the Notes (as defined below). below). The foregoing description of the Third Amendment is qualified in its entirety by the full text of the Third Amendment, which is attached as Exhibit 10.1 and is incorporated into this Section 1.01 by reference.

Item 8.01 Other Events.

At June 22, 2021, Bentley Systems, Incorporated (the “Company”) has issued a press release announcing that the Company intends to commence, subject to market conditions and other factors, a private offering (the “Note Offering”) of $ 500 million the aggregate principal amount of senior convertible bonds due 2027 (the “Bonds”) to persons reasonably suspected of being qualified institutional buyers in accordance with Rule 144A of the Securities Act of 1933 (the “Securities Act”). The Company also plans to grant initial buyers of the tickets a 13-day option to purchase up to $ 75 million total principal amount of tickets. The Company intends to use the net proceeds of the offering of Notes to repay existing indebtedness and to pay the cost of anticipated capped purchase transactions associated with the offering of Notes. A copy of the press release is provided as Exhibit 99.1 to this report and is incorporated herein by reference.

From March 31, 2021, after having made the payment of the cash consideration for the acquisition of Seequent Holdings Limited and the offering of tickets and the use of the proceeds thereof (assuming no exercise of the option of the original purchasers to purchase additional tickets): (i) the Company would have had
$ 102 million of secured debt, excluding $ 0.2 million in outstanding letters of credit, under its credit facility with a $ 748 million availability under it and (ii) approximately $ 240 million cash and cash equivalents (this cash amount does not reflect the intended use of cash to pay the cost of entry into capped call transactions).

The information included in this current report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy securities.

This current report on Form 8-K contains forward-looking statements. Forward-looking statements include all statements that are not historical facts. The words “believe”, “may”, “will”, “estimate”, “continue”, “anticipate”, “intend”, “expect” and similar expressions are intended to identify forward-looking statements. . These forward-looking statements include statements relating, among other things, to risks and uncertainties relating to market conditions, the risks that the offering of Notes will not be made in the terms or in the amounts contemplated or otherwise, the intended use of the proceeds. of the Offering Notes, and the satisfaction of customary closing conditions associated with the offering of Notes. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in the “Risk Factors” section of the Company’s annual report on Form 10-K for the year ended. December 31, 2020. Except as required by law, the Company has no obligation to update these forward-looking statements to conform them to actual results or revised expectations.

Item 9.01 Financial statements and supporting documents.

(d)  Exhibits.

Exhibit No.                                Description
  10.1          Third Amendment, dated as of June 22, 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 June 22, 2021

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