UNITED STATES
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FORM
CURRENT REPORT
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Item 8.01 Other Events.
On November 12, 2020, Bentley Systems, Incorporated (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with certain selling stockholders (the “Selling Stockholders”) and Goldman Sachs & Co. LLC and BofA Securities, Inc., as representatives of the several underwriters named therein (the “Underwriters”), relating to an offering (the “Offering”) of 10,000,000 shares of the Company's Class B common stock, par value $0.01 per share (“Class B Common Stock”), consisting of 8,103,965 shares to be issued and sold by the Company and 1,896,035 shares to be sold by existing stockholders of the Company, pursuant to the Company’s Registration Statement on Form S-1 (File No. 333-250002) at a public offering price of $32.00 per share.
The Company granted the Underwriters a 30-day option from the date of the Underwriting Agreement to purchase from the Company up to 1,500,000 additional shares of Class B Common Stock. On November 13, 2020, the Underwriters exercised in full their 30-day option to purchase 1,500,000 additional shares of Class B Common Stock from the Company.
On November 17, 2020, the Company, the Selling Stockholders and the Underwriters completed the Offering. The Company received net proceeds from the Offering of approximately $295.8 million (net of underwriting discounts and commissions). As described in the prospectus, the Company intends to use the proceeds to repay borrowings outstanding under its credit facilities. The Company did not receive any proceeds from the sale of Class B Common Stock sold by the Selling Stockholders.
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: November 17, 2020 | ||
| By: | /s/ David R. Shaman | |
| Name: | David R. Shaman | |
| Title: | Chief Legal Officer and Corporate Secretary | |