Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. As previously reported, onJune 17, 2020 ,BBHQ1, LLC (the "Purchaser"), aDelaware limited liability company and an indirect wholly owned subsidiary ofBlackbaud, Inc. ("Blackbaud" or the "Company"), entered into a binding Purchase and Sale Agreement, as subsequently amended by a First Amendment to the Purchase and Sale Agreement, datedJuly 8, 2020 , and a Second Amendment to the Purchase and Sale Agreement, datedJuly 21, 2020 (collectively, the "PSA") withHPBB1, LLC , aGeorgia limited liability company (the "Seller"), for the purchase and sale of the building, fixtures and other improvements and the parcels of land constituting Phase One and Phase Two of Blackbaud's headquarters facility and campus (the "Headquarters Facility") onDaniel Island ,Charleston, South Carolina (the "Transaction"). The Transaction was completed in accordance with the PSA onAugust 13, 2020 . At the closing of the Transaction, the Purchaser paid the Seller a total purchase price consisting of: (a) The assumption by the Purchaser of the Seller's obligations under (i) that certain 5.12% Senior Secured Note, Series A1, in the outstanding principal amount of$49,063,589.12 , datedMay 2, 2018 , from Seller and payable toWells Fargo Bank Northwest, National Association , as Trustee (the "Trustee"), for the registered certificate holders of theCTL Pass-Through Trust , Series 2018 (Blackbaud) (the "Lender"), and (ii) that certain 5.61% Senior Secured Note, Series A2, in the outstanding principal amount of$12,000,000.00 , datedMay 2, 2018 , from Seller and payable to Lender, or an aggregate payment of$61,063,589.12 (collectively, the "Existing Notes"), and (b) Payment by the Purchaser of cash in the amount of$15,208,895.54 (the "Cash Portion of the Purchase Price"), and certain lender fees, closing costs, adjustments and prorations as set forth in the PSA. Each of the Existing Notes provides that the Purchaser will pay to the holder thereof the remaining principal amount due thereunder, as specified above, together with interest thereon at the rate indicated above, in monthly installments until it matures onApril 15, 2038 . The Existing Notes are secured by a first priority lien on the real property constituting Phase One of the Headquarters Facility. The assignment and assumption of the Existing Notes was effected pursuant to an Omnibus Amendment, Limited Release and Assignment and Assumption Agreement, datedAugust 13, 2020 , among the Purchaser, the Seller and the Trustee (the "Omnibus Agreement"). In addition: (a) the Seller was released by the Lender from certain obligations under the Existing Notes, (b) subsequent to the initial conveyance of the Headquarters Facility to Purchaser, the undeveloped real property constituting Phase Two of the Headquarters Facility under the Lease (as defined below), which served as collateral under the Existing Loan, was released and deeded by Purchaser to Blackbaud, and (c) the Seller assigned to the Purchaser, and the Purchaser assumed from the Seller, all of the Seller's rights, title and interests in and to, and obligations under that certain lease of the Headquarters Facility pursuant to a Lease Agreement, datedMay 16, 2016 by and between the Seller and Blackbaud, as amended by a First Amendment to Lease Agreement datedAugust 22, 2016 , a Second Amendment to Lease Agreement datedMay 18, 2017 , a Third Amendment to Lease Agreement datedDecember 11, 2017 , a Fourth Amendment to Lease Agreement datedFebruary 28, 2018 , a Fifth Amendment to Lease Agreement datedFebruary 18, 2020 , a Sixth Amendment to Lease Agreement datedMarch 17, 2020 , a Seventh Amendment to Lease Agreement datedApril 14, 2020 , an Eighth Amendment to Lease Agreement datedMay 26, 2020 , a Ninth Amendment to Lease Agreement datedJune 8, 2020 , a Tenth Amendment to Lease Agreement datedJune 26, 2020 , and as supplemented by a Letter Agreement datedSeptember 6, 2016 (collectively, the "Lease"). Subsequent to the initial conveyance of the Headquarters Facility and assignment of the Lease to Purchaser, Blackbaud and Purchaser further amended the Lease pursuant to an Eleventh Amendment to Lease Agreement datedAugust 13, 2020 . In addition,BB Real Property Development, LLC , aDelaware limited liability company, the owner of all ownership interests in the Purchaser and a wholly owned subsidiary of Blackbaud (the "Guarantor") entered into an Indemnity and Guaranty Agreement, dated as ofAugust 13, 2020 , with the Trustee pursuant to which it guaranties certain of the Purchaser's obligations under the Existing Notes and agreed to indemnify the Purchaser against certain costs related thereto and Purchaser and Guarantor entered into a Hazardous Material Indemnity Agreement in which Purchaser and Guarantor agreed to indemnify the Trustee for potential violation of environmental laws or the presence of hazardous materials at the Headquarters Facility. -------------------------------------------------------------------------------- Also at the closing and in addition to the Purchase Price, the Seller assigned to the Purchaser all of its right, title and interest in and to all amounts then held as reserve or escrow deposits by the Lender under the Existing Notes (the "Deposits"), and the Purchaser reimbursed the Seller the amount of$630,723.32 , which was less than the balance of the Deposits but subject to the limitation on such reimbursement under the PSA, whereupon the Deposits became the property of the Purchaser. Payment of the Cash Portion of the Purchase Price, the Deposits and Transaction closing costs in the aggregate amount of$16,689,530.82 was funded by borrowings from the Company's revolving credit loan under its senior secured credit facility (the "Credit Facility"). Summaries of the terms of the credit facility and related agreements are more fully described in the Company's Current Report on Form 8-K filed by the Company with theSecurities and Exchange Commission (the "SEC") onJune 5, 2017 , as well as the Company's Annual Report on Form 10-K for the fiscal year endedDecember 31, 2019 filed by the Company with theSEC onFebruary 20, 2020 . Item 8.01. Other Events. As described in Item 2.03 of this Current Report on Form 8-K, above, and the Company's Current Report on Form 8-K filed by the Company with theSEC onJune 17, 2020 , onAugust 13, 2020 , Blackbaud and the Purchaser completed the Transaction in accordance with the terms of the PSA and as previously disclosed. The foregoing description of the terms of the PSA and related documents does not purport to be complete and is qualified in its entirety by reference to the PSA, which the Company filed as an exhibit to its Quarterly Report on Form 10-Q for the quarter endedJune 30, 2020 filed by the Company with theSEC onAugust 4, 2020 . Item 9.01. Financial Statements and Exhibits. (d) Exhibits The following exhibits are filed with this current report: Exhibit No. Description 101.INS Inline XBRL Instance Document - the Instance
Document does not appear in
the interactive data file because its XBRL tags
are embedded within the
Inline XBRL Document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as
Inline XBRL and contained in
Exhibit 101).
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