1 unchanged sentence
Trading Arrangements Adopted or Terminated
−Removed: During the three months ended March 31, 2024, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities.
−Removed: April 2024 Credit Agreement Refinancing
−Removed: On April 30, 2024, we entered into the Amendment.
−Removed: The Amendment amends the Existing Credit Agreement.
−Removed: The Amendment amends the Existing Credit Agreement to, among other things, (a) refinance the credit facilities under the Existing Credit Agreement to provide for (i) the 2024 Revolving Facility and (ii) the 2024 Term Facility, (b) extend the maturity date to April 30, 2029, (c) modify the definition of Applicable Margin and (iv) modify certain negative and financial covenants to provide additional operational flexibility.
−Removed: Under the 2024 Credit Facilities, dollar tranche revolving loans and term loans bear interest at a rate per annum equal to, at the option of the Company:
−Removed: (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 Base Rate, plus the Applicable Margin;
−Removed: (b) Term SOFR plus the Applicable Margin;
−Removed: or (c) the Daily SOFR Rate plus the Applicable Margin.
−Removed: 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 1.500%), or a Term SOFR Loan/Daily SOFR Loan (1.375% to 2.500%).
−Removed: The 2024 Credit Agreement also provides for a commitment fee of between 0.250% and 0.500% of the unused commitment under the 2024 Revolving Facility depending on our net leverage ratio.
−Removed: Under the 2024 Credit Facilities, designated currency tranche revolving loans bear interest at a rate per annum equal to, at the option of the Company:
−Removed: (a) the Designated Currency Daily Rate (as defined in the 2024 Credit Agreement) plus the Applicable Margin;
−Removed: or (b) the Designated Currency Term Rate (as defined in the 2024 Credit Agreement) plus the Applicable Margin.
−Removed: The Applicable Margin shall be adjusted quarterly and varies based on our net leverage ratio for both Designated Currency Daily Rate Loans and Designated Currency Term Rate Loans (1.375% to 2.500%).
−Removed: We may prepay the 2024 Credit Agreement in whole or in part at any time without premium or penalty, other than customary breakage costs with respect to certain types of loans.
−Removed: Under the terms of the 2024 Credit Agreement, we are entitled on one or more occasion, subject to the satisfaction of certain conditions, to request an increase in the commitments under the 2024 Revolving Facility and/or request additional incremental term loans in the aggregate principal amount of up to the sum of (i)(x) the greater of (A) $360.0 million and (B) 100% of EBITDA (as defined in the 2024 Credit Agreement), plus (ii) at our option, up to an amount such that the net leverage ratio shall be no greater than 3.50 to 1.00.
−Removed: The 2024 Credit Agreement contains various representations, warranties and affirmative, negative and financial covenants customary for financings of this type.
−Removed: Financial covenants include a net leverage ratio and an interest coverage ratio.
−Removed: The descriptions of the Amendment and the 2024 Credit Agreement contained in this Part II, Item 5 of our Quarterly Report on Form 10-Q do not purport to be complete and are subject to, and qualified in their entirety by, the full and complete terms contained in the Amendment, a copy of which is filed as Exhibit 10.1 and is incorporated herein by reference.
−Removed: First Quarter 2024 Form 10-Q
+Added: The following table provides information about trading arrangements adopted or terminated by certain of our officers and directors during the three months ended June 30, 2024.
+Added: Trading arrangement (1)
+Added: securities to
+Added: Name and Title
+Added: Action Date of Action Plan
+Added: (months) Rule 10b5-1 Non-Rule 10b5-1
+Added: Chief Executive Officer, President and Vice Chairman of the Board
+Added: Termination 4/10/24 2/26/24 8/09/24 Six X 50,000
+Added: Executive Vice President and Chief Technology Officer
+Added: Adoption 5/24/24 8/30/24 2/28/25 Six X 28,195
+Added: (1) An SEC "Rule 10b5-1(c) trading arrangement" is a trading arrangement made by a person through entering into a binding contract, verbal instruction or adoption of a written plan prior to becoming aware of material non-public information.
+Added: The contract, instruction or written plan must specify the amount, price and date of securities to be sold;
+Added: include the means for determining the amount, price and date of the sale or sales;
+Added: and not permit the person to have subsequent influence over the sale or sales.
+Added: The compliant plan must be entered into and operated in good faith, include a specified cooling off period, be certified by an authorized officer and is restricted from having multiple or overlapping plans.
+Added: A non-compliant trading arrangement, or a "non-Rule 10b5-1 trading arrangement," is a trading arrangement that has similar requirements to a Rule 10b5-1(c) trading arrangement except that it must be in written form and does not require a cooling off period or certification of an authorized officer and there is no restriction from having multiple or overlapping plans.
+Added: None of our officers or directors adopted or terminated a non-Rule 10b5-1 trading arrangement during the three months ended June 30, 2024.
+Added: Second Quarter 2024 Form 10-Q
Blackbaud, Inc.
1 unchanged sentence
Number Description of Document Filed Herewith Form Exhibit Number Filing Date
−Removed: Certificate of Elimination of the Series A Junior Participating Preferred Stock of Blackbaud, Inc.
−Removed: 8-A12B/A 3.1 3/18/2024
−Removed: Second Amendment to Stockholder Rights Agreement, dated as of January 26, 2024, by and among Blackbaud, Inc.
−Removed: and Broadridge Corporate Issuer Solutions, LLC .
−Removed: 8-K 4.3 1/26/2024
−Removed: Third Amendment to Stockholder Rights Agreement, dated as of March 18, 2024, by and between Blackbaud, Inc.
−Removed: and Broadridge Corporate Issuer Solutions, LLC.
−Removed: 8-K 4.4 3/18/2024
+Added: Amended and Restated Certificate of Incorporation of Blackbaud, Inc.
+Added: DEF 14A 4/30/2009
+Added: Amendment to the Amended and Restated Certificate of Incorporation of Blackbaud, Inc.
+Added: Amended and Restated Blackbaud, Inc.
+Added: 2016 Equity and Incentive Compensation Plan.
+Added: DEF 14A Appendix B 4/23/2024
Third Amendment to Credit Agreement, dated as of April 30, 2024, by and among Blackbaud, Inc., the lenders party thereto and Bank of America N.A., as administrative agent.
+Added: 10-Q 10.1 5/01/2024
Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
11 unchanged sentences
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
−Removed: First Quarter 2024 Form 10-Q
+Added: Second Quarter 2024 Form 10-Q
Blackbaud, Inc.
1 unchanged sentence
BLACKBAUD, INC.
−Removed: May 1, 2024 By:
+Added: July 31, 2024 By:
/s/ Michael P.
1 unchanged sentence
(Principal Executive Officer)
−Removed: May 1, 2024 By:
+Added: July 31, 2024 By:
/s/ Anthony W.
1 unchanged sentence
(Principal Financial and Accounting Officer)
−Removed: First Quarter 2024 Form 10-Q
+Added: Second Quarter 2024 Form 10-Q
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.