Bentley Systems Inc.’s leap from a 36-year-old, family-run software provider for infrastructure design, construction and operation to a publicly traded company on Sept. 23 realizes a long-term goal to reward employees and offer "liquidity to our colleague shareholders,” says Greg Bentley, chairman and CEO.
All 10.75 million shares of Class B common stock put up in its initial public offering, listed on NASDAQ under the ticker symbol BSY, were held by employees and investors who own about one-third of company shares. and now gain $236.5 million in IPO proceeds.
When Bentley filed for the IPO with the U.S. Securities and Exchange Commission on Aug. 21, it set the anticipated share price range at $17 to $19, later raising it to $19 to $21 after strong interest. The offering closed at $22 a share on the first day.
Bentley says that, as a software company, “all we have is the talent … the people devoting their hard work and potential, and investing.” The company has had an employee stock option program for more than 30 years, he adds, and says that while it had never been “literally” promised, “we owe them the satisfaction that the price for their shares would be set in market supply and demand, as we saw occur yesterday on the NASDAQ.”
Bentley adds that neither the company nor its directors sold shares in the IPO. He believes it attracted tech investors because Bentley “is a predictable and mature company that’s profitable and generates cash … they seem to like it.” The company has two classes of shares. Class B shares have one vote per share and Class A shares have 29, “but it’s only 3% of the shares,” Bentley says. Still, the five Bentley brothers own about two-thirds of the economic interest and vote about 85% of the shares, “which enables us to assure continuity to our users,” and protect from a hostile takeover, he adds.
Of the brothers, co-founders Keith and Barry, as well as Raymond and Greg, are directors, and except for Barry, who retired this year, all are company executives. A fifth, brother, Richard, maintains a 5.3% stake after selling 848,996 shares of Class B stock in the IPO, worth $18.7 million at the debut price.
Greg, 65, says he has no set plans to retire, and he and his brothers expect to continue on the board indefinitely. “I’m not in a hurry to go anywhere, but it is my responsibility to have another generation of management—and not necessarily a Bentley—to be in my seat.”
The successful launch comes after two previous flirtations with going public. Bentley pulled back from an IPO in 2002 due to unfavorable market conditions and again this spring due to the disruptions from the COVID-19 pandemic. But this time, “after 36 years, more and more of our colleagues are reaching retirement and needing to be able to benefit from the value they’ve accumulated,” Bentley says.
The company has been hiring executives with public company experience. Recent additions include Katriona Lord-Levins to fill a newly created position of chief success officer, a title she previously held at Autodesk, and Nicholas Cumins, formerly of SAP, where he was in charge of Marketing Cloud SAP, among other roles and responsibilities.
Bentley plans to ramp up marketing, with a focus on supporting digital twins for infrastructure owners and operators. “The top technology investors of the world are focused on our space,” he adds, noting continuity is also a priority. “We chose the ticker symbol BSY to connote ‘staying busy,’ doing what we’re doing.”