[8-K] EverCommerce Inc. Reports Material Event

Rhea-AI Filing Summary

On 29 Jul 2025, EverCommerce Inc. (EVCM) executed Amendment No. 5 to its July 2021 Credit Agreement. Subsidiaries refinanced the $529.4 million term loan, replacing it with a new Term B-2 facility that:

• Keeps principal at $529.4 m but lowers the applicable margin by 25 bps.
• Extends maturity to 6 Jul 2031.
• Bears interest at Term SOFR + 2.25% (0.50% floor) or ABR + 1.25% (1.50% floor), priced at par and with no step-downs.

The amendment also extends $125 m of the existing $155 m revolving credit facility to 29 Jul 2030 while reducing revolver margins to SOFR + 2.00% / ABR + 1.00% (subject to one 25 bps step-up based on first-lien net leverage). All other terms remain unchanged.

Proceeds from the Term B-2 loans were used to repay the prior term facility, leaving total debt largely constant but on longer tenor and lower pricing. The filing creates no new off-balance-sheet obligations beyond those already disclosed.

Positive

• 25 bps margin reduction on the $529.4 m term loan and revolver lowers interest costs immediately.
• Maturity extended to 2030-31, pushing major debt repayments beyond the strategic planning horizon.
• Amendment priced at par, indicating lender confidence in EverCommerce’s credit profile.

Negative

• Overall debt principal unchanged; leverage metrics are not improved by the transaction.
• Term B-2 facility includes no step-down provisions, limiting future automatic rate reductions.

Insights

Credit Analyst

TL;DR: Maturity extended and margin cut, enhancing liquidity and reducing financing cost; overall leverage unchanged.

The 25 bp margin reduction on $529.4 m and revolver pricing resets lower EverCommerce’s blended borrowing cost, providing immediate interest-expense relief while locking in capital until 2030-31. The at-par pricing signals solid lender demand. Extending 80% of the revolver and the full term loan pushes major repayments out 3-6 years, materially lowering near-term refinancing risk. Absence of step-downs removes automatic future price relief, but management traded that optionality for guaranteed savings today. Covenants are unchanged, implying no new restrictions. Overall, the amendment is credit positive and modestly improves free cash flow.

Equity Analyst

TL;DR: Lower interest spread boosts earnings quality; unchanged debt load keeps leverage watchlist-worthy.

Investors gain visibility on capital structure: the term facility now matures in FY31, eliminating a large wall in FY28. Interest spread cuts on both term and revolver lines should slightly enhance net income margins, though exact savings depend on future SOFR levels. Strategically, EverCommerce buys time to integrate acquisitions and grow EBITDA before tackling principal pay-down. However, total debt remains high and the ‘no step-downs’ clause caps additional automatic rate relief. Equity impact skews positive but is not transformational; performance will still hinge on organic growth and margin expansion.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 29, 2025

EVERCOMMERCE INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40575

81-4063248

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

3601 Walnut Street, Suite 400

Denver, Colorado 80205

(Address of principal executive offices) (Zip Code)

(720) 647-4948

(Registrant’s telephone number, include area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbols

Name of each exchange on which registered

Common Stock, $0.00001 par value per share

EVCM

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

Item 1.01     Entry Into a Material Definitive Agreement.

On July 29, 2025, certain subsidiaries of EverCommerce Inc. entered into Amendment No. 5 (the “Amendment”) to the Credit Agreement, dated as of July 6, 2021, among EverCommerce Intermediate Inc., EverCommerce Solutions Inc. (the “Borrower”), Royal Bank of Canada, as administrative agent and collateral agent, and the other parties and lenders party thereto (as amended, the “Credit Agreement”). The Amendment, among other things, (i) refinances the existing $529.4 million term loan facility in its entirety with a new class of Term B-2 Loans in an aggregate principal amount of $529.4 million, (ii) extends the maturity date of the Term B-2 Loans to July 6, 2031, and (iii) reduces the applicable margin by 25 basis points with respect to all term loans. The Term B-2 Loans bear interest, at the Borrower’s election, at (x) Term SOFR (as defined in the Credit Agreement) plus an applicable margin of 2.25%, with a minimum Term SOFR rate of 0.50% or (y) Alternate Base Rate (as defined in the Credit Agreement) plus an applicable margin of 1.25%, with a minimum Alternate Base Rate of 1.50%, in each case, with no step-downs. The Term B-2 Loans priced at par. Proceeds from the Term B-2 Loans were used to refinance the existing term loans outstanding under the Credit Agreement immediately prior to giving effect to the Amendment.

Pursuant to the Amendment, with respect to $125.0 million of commitments under the existing $155.0 million revolver, (i) the maturity date was extended to July 29, 2030 and (ii) the applicable margin for (x) Term SOFR loans was reduced to 2.00% and (y) Alternate Base Rate loans was reduced to 1.00%, in each case, subject to one 25 basis points step-up based on the Company’s first lien net leverage ratio. Other than the changes noted above, the terms and conditions of all commitments at closing as well as those extending beyond the original maturity date remain the same as the existing revolver.

The foregoing description of the Amendment is a summary and is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 10.1 and which 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 contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
10.1						Amendment No. 5, dated as of July 29, 2025, to the Credit Agreement, dated as of July 6, 2021, among EverCommerce Intermediate Inc., EverCommerce Solutions Inc., Royal Bank of Canada, as administrative agent and collateral agent, and the other parties and lenders party thereto.
104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EVERCOMMERCE INC.

Date: July 30, 2025

By:

/s/ Lisa Storey

Lisa Storey

Chief Legal Officer

FAQ

What did EverCommerce (EVCM) announce in its July 29, 2025 8-K?

The company refinanced its $529.4 m term loan and extended a portion of its revolver, cutting interest margins and pushing maturities to 2030-31.

How much debt was refinanced by EverCommerce?

EverCommerce replaced its entire $529.4 million existing term loan with a new Term B-2 facility.

What are the new interest rates on the Term B-2 loan?

Borrowings will accrue at Term SOFR + 2.25% (0.50% floor) or ABR + 1.25% (1.50% floor).

When do the new facilities mature?

The Term B-2 loan matures on July 6, 2031; $125 m of revolver commitments now mature on July 29, 2030.

Did EverCommerce increase or decrease its total debt?

Total principal remained unchanged; proceeds were used solely to refinance existing loans.