Bentley Systems Incorporated filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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| 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 subsidiary of the Company and each Guarantor (subject to customary pledging limitations for non-domestic subsidiaries).
The Credit Agreement contains customary events of default, affirmative and negative covenants, and requires the Company to maintain on a quarterly basis a Net Senior Secured Leverage Ratio not exceeding 3.00 to 1.00 and a Minimum Interest Coverage Ratio of at least 3.00 to 1.00 (as each such ratio is defined in the Credit Agreement).
The foregoing summary of the Credit Agreement is not intended to be complete and is qualified in its entirety by reference to the Credit Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
| 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.
| 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
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 | |