Item 1.01. Entry into a Material Definitive Agreement.
On June 17, 2020, BBHQ1, LLC (the "Purchaser"), a Delaware limited liability
company and an indirect wholly owned subsidiary of Blackbaud, Inc. ("Blackbaud"
or the "Company") entered into a binding Purchase and Sale Agreement (the "PSA")
with HPBB1, LLC, a Georgia 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") on Daniel Island, Charleston,
South Carolina (the "Transaction"). Completion of the Transaction is subject to
the satisfaction of standard terms and conditions, including a 15 business day
inspection period, and is expected to occur in the second half of 2020.
Blackbaud currently leases the Headquarters Facility from the Seller pursuant to
a Lease Agreement, dated May 16, 2016 by and between the Seller and Blackbaud,
as amended by a First Amendment to Lease Agreement dated August 22, 2016, a
Second Amendment to Lease Agreement dated May 18, 2017, a Third Amendment to
Lease Agreement dated December 11, 2017, a Fourth Amendment to Lease Agreement
dated February 28, 2018, a Fifth Amendment to Lease Agreement dated February 18,
2020, a Sixth Amendment to Lease Agreement dated March 17, 2020, a Seventh
Amendment to Lease Agreement dated April 14, 2020, an Eighth Amendment to Lease
Agreement dated May 26, 2020, a Ninth Amendment to Lease Agreement dated June 8,
2020, and as supplemented by a Letter Agreement dated September 6, 2016
(collectively, the "Lease"). At the closing of the Transaction, the Seller would
assign to the Purchaser, and the Purchaser would assume from the Seller, all of
the Seller's rights, title and interests in and to, and obligations under, the
Lease.
In addition, at the closing of the Transaction, the Purchaser would pay to the
Seller a purchase price of $76,321,920.38 (the "Purchase Price"), payable as
follows:
(a)  The assumption by the Purchaser of the Seller's obligations under (i) that
certain 5.12% Senior Secured Note, Series A1, in the original principal amount
of $51,044,318.99, dated May 2, 2018, from Seller and payable to Wells Fargo
Bank Northwest, National Association, as Trustee for the registered certificate
holders of the CTL Pass-Through Trust, Series 2018 (Blackbaud) (the "Lender"),
and (ii) that certain 5.61% Senior Secured Note, Series A2, in the original
principal amount of $12,000,000.00, dated May 2, 2018, from Seller and payable
to Lender, or a total principal amount of $63,044,318.99 plus interest
thereunder as of the closing date (collectively, the "Existing Loan"), and
(b)  Payment by the Purchaser of cash in the amount of the balance of the
Purchase Price (the "Cash Portion of the Purchase Price") subject to typical
closing adjustments and prorations as set forth in the PSA.
In addition to the Purchaser's assumption of the Existing Loan, BB Real Property
Development, LLC, a Delaware limited liability company, the owner of all
ownership interests in the Purchaser and a wholly owned subsidiary of Blackbaud
(the "Guarantor"), would agree to guaranty certain of the Purchaser's
environmental, carveout and other obligations under the Existing Loan, whereupon
the Seller and John R. Holder, a principal of the Seller, would be released by
the Lender from such obligations. Furthermore, either at the closing or promptly
thereafter, the undeveloped real property constituting Phase Two of the
Headquarters Facility under the Lease, which serves as collateral under the
Existing Loan, would be released to the Purchaser or another subsidiary of
Blackbaud.
Unless otherwise required by the Lender under the Existing Loans, the Seller
would assign 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
Loans, and the Purchaser would reimburse the Seller at the closing an amount
equal to the lesser of (x) the balance of such loan reserves and escrow deposits
as of the closing date or (y) $630,723.32, in addition to the Purchase Price,
whereupon the loan reserves and escrow deposits would become the property of
Purchaser.
Also at the closing, the Guarantor would enter into a pre-development agreement
with Holder Properties, Inc., an affiliate of the Seller ("HPI"), providing for
the possible performance by HPI or its affiliate, if and when required by
Blackbaud and subject to certain terms and conditions contained therein, of
certain pre-development services with respect to the development of Phase Two.
The pre-development agreement further provides that, if the Purchaser or its
affiliate commences the development of Phase Two on or before the third
anniversary of the Transaction closing date, the Purchaser or its affiliate
would negotiate in good faith with HPI for HPI or its affiliate to serve as the
development manager of Phase Two, subject to Blackbaud's reasonable approval of
terms and conditions.
The foregoing description of the terms of the PSA does not purport to be
complete and is qualified in its entirety by reference to the PSA, which the
Company intends to file as an exhibit to its Quarterly Report on Form 10-Q for
the quarter ending June 30, 2020.


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Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
As described in Item 1.01 above, on June 17, 2020, BBHQ1, LLC entered into the
PSA with HPBB1, LLC for the purchase and sale of the Headquarters Facility.
Pursuant to the PSA, the Purchaser has agreed at the closing of the Transaction
to pay to Seller the Purchase Price, which includes (a) the assumption by the
Purchaser of the Seller's obligations in the aggregate principal amount of
$63,044,318.99 under the Existing Loan, and (b) cash, which the company expects
to fund by borrowings under its existing senior secured 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 the Securities and Exchange Commission (the "SEC") on June 5, 2017, as well
as the Company's Annual Report on Form 10-K for the fiscal year ended December
31, 2019 filed by the Company with the SEC on February 20, 2020. The
Transaction, including the assumption of the Existing Loan and the guarantee,
are described in Item 1.01 of this Current Report on Form 8-K.
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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