Item 1.01 Entry into a Material Definitive Agreement.
The information set forth under Item 2.01 "Completion of Acquisition or
Disposition of Assets" is incorporated into this Item 1.01 by reference.
First Incremental Term Loan
On December 31, 2021, Blackbaud, Inc., a Delaware corporation (the "Company"),
entered into the First Incremental Term Loan Agreement (the "Incremental
Amendment"), by and among the Company, the lenders party thereto and Bank of
America N.A., as administrative agent (the "Agent"). The Incremental Amendment
amends that certain Credit Agreement, dated as of October 30, 2020 (the "Credit
Agreement"), by and among the Company, the lenders from time to time party
thereto and the Agent. The Incremental Amendment, among other things, provides
for $250 million of incremental term loans (the "2021 Incremental Term Loans").
On December 31, 2021, the Company borrowed a total of $435 million under the
Credit Agreement, including $250 million under the 2021 Incremental Term Loans
and $185 million of revolving credit loans, to fund a portion of the
consideration and expenses related to the Merger, as described in Item 2.01
below. As of December 31, 2021 and following such borrowing, the Company had
$239.5 million of available borrowing capacity under the Credit Agreement, as
amended by the Incremental Amendment.
The 2021 Incremental Term Loans bear interest at a rate per annum equal to, at
the option of the Company: (a) a base rate equal to the highest of (i) the
Federal Funds Rate plus 0.50%, (ii) the prime rate announced by Bank of America,
N.A., and (iii) the Daily SOFR rate plus 1.00% (the "Base Rate"), plus an
applicable margin as specified in the Incremental Amendment (the "Applicable
Margin"); (b) the Daily SOFR rate plus a SOFR adjustment rate as specified in
the Incremental Amendment (the "SOFR Adjustment") plus the Applicable Margin; or
(c) the Term SOFR rate plus the SOFR Adjustment plus the Applicable Margin. The
Applicable Margin shall be adjusted quarterly, varies based on our net leverage
ratio and varies based on whether the loan is a Base Rate loan (0.375% to 1.50%)
or a SOFR Rate loan (1.375% to 2.50%). The SOFR Adjustment varies based on the
applicable interest period and equals 0.10% for Daily SOFR loans and for Term
SOFR loans with a one-month interest period, 0.15% for Term SOFR loans with a
three-month interest period and 0.25% for Term SOFR loans with a six-month
interest period. The 2021 Incremental Term Loans mature on October 30, 2025,
which is the maturity date of the existing term loans under the Credit
Agreement, and are otherwise subject to substantially the same terms and
conditions as the existing term loans under the Credit Agreement.
A copy of the Incremental Amendment is filed as Exhibit 10.1 to this Current
Report on Form 8-K and is incorporated herein by reference. The description
above is a summary of the Incremental Amendment, does not purport to be
complete, and is qualified in its entirety by the complete text of the
Incremental Amendment.
Registration Rights Agreement
On December 31, 2021, in connection with the closing of the Merger (as defined
below in Item 2.01), the Company entered into a Registration Rights Agreement
(the "Registration Rights Agreement") by and among the Company, EverFi, Inc., a
Delaware corporation ("EverFi"), TPG Eon, L.P., a Delaware limited partnership
(together with its Affiliates, the "TPG Investor"), each stockholder who
receives Common Stock (as defined below in Item 2.01) in the Merger (each, a
"Holder") and Eon Stockholder Representative, LLC. The Registration Rights
Agreement provides that the Company will, as soon as reasonably practicable but
no later than ten Business Days following the December 31, 2021 closing of the
Merger (or January 14, 2022), file with the U.S. Securities & Exchange
Commission (the "SEC") a registration statement registering the resale of the
securities by the Holders on a delayed or continuous basis, including, at the
request of holders of at least $50,000,000 to sell their securities pursuant to
an underwritten offering.
The foregoing description of the Registration Rights Agreement is qualified in
its entirety by reference to the text of the Registration Rights Agreement,
which is filed as Exhibit 10.2 hereto and is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets
On December 31, 2021, pursuant to an Agreement and Plan of Merger, dated
December 30, 2021 (the "Merger Agreement"), by and among the Company, Project
Montessori Acquisition, Inc., a Delaware corporation and wholly owned subsidiary
of the Company ("Merger Sub"), EverFi, and Eon Stockholder Representative, LLC,
a Delaware limited liability company, solely in its capacity as the Seller
Representative, the Company and the other parties to the Merger Agreement,
subject to the terms and conditions of the Merger Agreement, effected a merger
pursuant to which the Company acquired EverFi and its subsidiaries when Merger
Sub was merged with and into EverFi, with EverFi surviving such merger as a
wholly owned subsidiary of the Company (the "Merger").

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The Merger Agreement provides, among other things, that on the terms and subject
to the conditions set forth therein, the Company will pay total consideration of
approximately $750 million, on a cash-free, debt-free basis and subject to
certain customary adjustments. The consideration paid in the transaction was up
to 3,844,423 unregistered shares of the Company's common stock, par value $0.001
("Common Stock") (valued at $78.0351 per share, which was the average of the
daily volume-weighted average prices of the shares of Common Stock for the 20
trading days prior to and including December 29, 2021), and approximately $450
million in cash consisting of borrowings (as described in Item 1.01 above) and
cash on hand.
The foregoing description of the Merger Agreement is qualified in its entirety
by reference to the text of the Merger Agreement, which is filed as Exhibit 2.1
hereto and 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 disclosure under Item 1.01 of this Current Report on Form 8-K is
incorporated into this Item 2.03 by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure under Item 2.01 of this Current Report on Form 8-K is
incorporated into this Item 3.02 by reference. The issuance of shares of Common
Stock pursuant to the Merger Agreement will be made solely to accredited
investors (as defined in Rule 501(a) of Regulation D ("Regulation D")
promulgated under the Securities Act of 1933, as amended (the "Securities Act"),
in reliance on one or more exemptions from the registration requirements of the
Securities Act, including Section 4(a)(2) of the Securities Act, Regulation D or
Regulation S promulgated under the Securities Act. EverFi security holders that
were not accredited investors and were, therefore, ineligible to receive
securities in the Merger will be paid exclusively in cash pursuant to certain
"drag-along" rights and obligations applicable to such security holders.
Item 7.01 Regulation FD Disclosure.
On January 3, 2021, the Company issued a press release announcing the Merger. A
copy of the press release is furnished herewith as Exhibit 99.1.
The information set forth in this Item 7.01 of this Current Report on Form 8-K
and the accompanying Exhibit 99.1 shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act or the
Exchange Act, regardless of any general incorporation language in such filing,
unless expressly incorporated by reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed with this current report:
Exhibit No.                  Description
          2.1   †            Agreement and Plan of Merger, dated as of

December 30, 2021, by and among

Blackbaud, Inc., Project Montessori

Acquisition, Inc., EverFi, Inc. and Eon


                             Stockholder Representative, LLC
         10.1   †            First Incremental Term Loan Agreement, dated

as of December 31, 2021, by and


                             among Blackbaud, Inc., the lenders party

thereto and Bank of America N.A., as


                             administrative agent
         10.2                Registration Rights Agreement, dated as of

December 31, 2021, by and among

Blackbaud, Inc., EverFi, Inc., TPG Eon, L.P.,

each other shareholder party


                             thereto and Eon Stockholder Representative, LLC
         99.1                Press release of Blackbaud, Inc. dated January 3, 2022.

      104                    Cover Page Interactive Data File (embedded

within the Inline XBRL document).



              † Certain of the exhibits and schedules to this exhibit

have been omitted in accordance with


                Regulation S-K Item 601(b)(2). The Registrant agrees to

furnish supplementally a copy of


                all omitted exhibits and schedules to the SEC upon its request.

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