Bentley Systems to acquire Seequent in $1.05 bn deal

Bentley Systems, the infrastructure engineering software company, announced that it has entered into a definitive agreement with investors led by Accel-KKR to acquire Seequent—a leader in software for geological and geophysical modeling, geotechnical stability, and cloud services for geodata management, visibility, and collaboration—for $900 million in cash, subject to adjustment, plus 3,141,361 BSY Class B shares. 

The acquisition of Seequent is expected to initially add approximately 10% to each of Bentley Systems’ key financial metrics (ARR, annual revenue, and EBITDA) and is expected to be measurably accretive to Bentley’s organic growth rate. Most significantly, the combination will deepen the potential of infrastructure digital twins to help understand and mitigate environmental risks, advancing resilience and sustainability.

The acquisition is subject to customary closing conditions and regulatory approvals, including New Zealand Overseas Investment Act consent as well as clearance under the Hart-Scott-Rodino Antitrust Improvements Act. 

Upon closing, Seequent will operate as a stand-alone Bentley subsidiary, with Seequent’s current Chief Operating Officer Graham Grant, succeeding its retiring CEO Shaun Maloney, reporting to Bentley’s Chief Product Officer Nicholas Cumins.

Seequent, founded and headquartered in Christchurch, New Zealand, has more than 430 colleagues in 16 office locations, serving geologists, hydrogeologists, geophysicists, geotechnical engineers, and civil engineers in over 100 countries, and the world’s top mining companies. Its established presence in mineral-intensive geographies such as South America and southern Africa is expected to accelerate Bentley’s overall opportunities in these regions with significant infrastructure requirements. 

In turn, Bentley’s established presence in China, and its mainstay reach across civil engineering sectors, is expected to accelerate Seequent’s expansion in new markets, the statement said.

Bentley’s CEO Greg Bentley said, “We can be very confident about Seequent’s contribution to our shared future not only because of our product synergies, but because we recognize in Seequent’s trajectory an echo of the playbook that made Bentley Systems successful—except they have grown faster! They have made farsighted decisions to benefit the future at every stage: identifying and then laser-focusing on the 3D “vertical” opportunity in earth modeling, institutionalizing a subscription commercial model from the outset, directly populating the appropriate global markets, acquiring and consolidating the best software for adjacent disciplines, and bringing it all together with cloud services, ready for digital twins advancement together. I can think of no greater compliment than our determination to leave intact Seequent, as a Bentley Company, entrusting its management with greater responsibilities to continue their dynamic momentum. I congratulate retiring CEO Shaun Maloney on the quality of the business and the team he has developed, and we will warmly welcome his established successor Graham Grant, and all Seequent colleagues, to our shared values and endeavors in advancing infrastructure.”

Tom Barnds, co-managing partner at Accel-KKR and Seequent board member, said, “We had been looking forward to Seequent’s IPO this year, but we are so convinced of the logic of this combination that we are glad to anticipate instead becoming BSY shareholders. The Seequent board congratulates and thanks Shaun Maloney for his long service and remarkably consistent success in growing this great business, its great management team, and this great outcome for Seequent investors and colleagues.”

Shaun Maloney, chief executive officer of Seequent, said, “By ‘leapfrogging ahead’ with Bentley to align geosciences with infrastructure engineering through deeper digital twins, Seequent underscores our conviction that better understanding of the earth creates a better world for all. Users and accounts of Seequent, as a Bentley Company, can expect business as usual, with many product and commercial synergies eventually forthcoming. For my Seequent colleagues, I am confident that the future is in safe hands with like-minded Bentley Systems and our COO Graham Grant, so this presents a timely moment for me to announce my planned retirement. For all, our new larger scope presents a great opportunity for shared advancement.”

Bentley’s CFO David Hollister said, “The transaction is expected to close in Q2, with the cash consideration settled via a combination of cash on hand and availability under our undrawn $850 million revolving credit facility. We expect Seequent to contribute in excess of $80 million to our ARR during this year. Seequent impressively has a historical and current organic revenue growth rate which, coupled with an operating margin profile similar to ours, makes Seequent accretive to our financial model. Our financing of this transaction is facilitated by having issued, earlier this year, $690 million in convertible debt, due 2026. Our deleveraging target—to reduce our total net leverage multiple of Adjusted EBITDA from under 4.0x post-closing, to about 2.5x over the next two years—could be accelerated by any future equity offerings.”

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