Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
As previously reported, 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, as subsequently amended by a First Amendment to the Purchase
and Sale Agreement, dated July 8, 2020, and a Second Amendment to the Purchase
and Sale Agreement, dated July 21, 2020 (collectively, 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"). The Transaction was completed in accordance with
the PSA on August 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, dated May 2, 2018, from Seller and payable to Wells
Fargo Bank Northwest, National Association, as Trustee (the "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 outstanding principal amount of $12,000,000.00, dated May 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 on April 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,
dated August 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, 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, a
Tenth Amendment to Lease Agreement dated June 26, 2020, and as supplemented by a
Letter Agreement dated September 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 dated August 13, 2020.
In addition, 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") entered into an Indemnity and
Guaranty Agreement, dated as of August 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.

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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 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.


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 the SEC on June
17, 2020, on August 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 ended June 30, 2020 filed by the Company with the SEC on August 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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