EXTON, PA — Bentley Systems, Incorporated (Nasdaq: BSY) said it has repaid at maturity $678 million in principal and accrued interest on its 0.125% convertible senior notes due 2026, a move the company said strengthens its balance sheet while trimming potential shareholder dilution.
The Nasdaq-listed infrastructure engineering software maker said the repayment was funded with cash on hand and $610 million drawn from its previously unused revolving credit facilities. Following the transaction, $575 million of 0.375% convertible senior notes due in mid-2027 remain outstanding.
Chief Financial Officer Werner Andre said the company’s financial position remains solid after the repayment, citing sustained cash generation and ample liquidity.
“By virtue of our sustained strong cash flows, our net leverage remains well within our conservative target range,” Andre said, adding that Bentley retains roughly $700 million in additional credit availability after retiring the 2026 notes. He said net interest expense has not materially increased and that eliminating the tranche of convertible debt reduces Bentley’s fully diluted share count by about three percent.
Executive Chairman Greg Bentley said the convertible debt issuances played a central role in funding major platform acquisitions that reshaped the company’s portfolio.
“Our convertible debt issuances enabled very accretive platform acquisitions,” Bentley said, pointing to the more than $1 billion acquisition of Seequent in 2021 and the nearly $700 million purchase of Powerline Systems in early 2022. He said shareholders have since benefited from free cash flows compounding at mid-teens annual rates, with per-share results now accelerating following the debt retirement.
The repayment comes as Bentley continues to emphasize balance-sheet discipline while preserving flexibility for potential acquisitions, supported by what executives described as durable cash flows and conservative leverage levels.
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