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): November 15, 2021
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction
of incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbols
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Name of each exchange on which registered
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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 7.01 Regulation FD Disclosure.
On November 15, 2021, EverCommerce Inc. (the “Company”) filed a Registration Statement on Form S-1 (the “Registration Statement”) with the
Securities and Exchange Commission. In the Registration Statement, within the section “Prospectus Summary—Recent Developments,” the Company included certain updated information with respect to its pending acquisition of DrChrono Inc. and its intent
to launch a potential $200 million upsize to the Company’s existing term loan facility.
A copy of the language included within the section is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated
herein by reference.
The information furnished under this Item 7.01 of this Current Report on Form 8-K, including the accompanying Exhibit 99.1, shall not be
deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed to be incorporated by reference
in any previous or subsequent filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as expressly set forth by specific reference in such a
filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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“Prospectus Summary—Recent Developments” as excerpted from the Registration Statement on Form S-1 filed by the Company on November 15, 2021.
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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.
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EVERCOMMERCE INC.
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Date: November 15, 2021
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By:
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/s/ Lisa Storey
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Lisa Storey
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General Counsel
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Exhibit 99.1
Recent Developments
Acquisition of DrChrono
On November 2, 2021, we entered into an agreement to acquire all of the equity interests of DrChrono Inc., a software and digital billing service platform
supporting independent physician practices with EHR, practice management and revenue cycle management, for approximately $182.5 million. We intend to fund the acquisition with approximately $155.0 million of availability under our New Revolver and
cash on hand. The transaction is expected to close following all pending legal and regulatory matters being successfully resolved. Following the close, DrChrono will join our EverHealth solutions and further expand our offerings within health
services. We expect the acquisition will integrate with existing and adjacent EverHealth solutions and extend our mobile capabilities within EverHealth. We also believe DrChrono presents an opportunity for payments integration.
Term Loan Upsize
Concurrent with this offering, we intend to launch a $200 million upsize of our existing term loan facility under our New Credit Agreement, or the Term Loan
Upsize. We intend to use the proceeds from the Term Loan Upsize to repay approximately $190 million outstanding under our New Revolver (after giving effect to the acquisition of DrChrono) and for general corporate purposes, which may include the
acquisition of, or investment in, technologies, solutions, or businesses that complement our business.
As of the date hereof, we do not have any binding commitments to incur any additional indebtedness and there is no guarantee that we will be able to raise
additional debt on commercially reasonable terms or at all. This offering is not conditioned on the Term Loan Upsize and we expect the Term Loan Upsize will close on or after the consummation of this offering. As of September 30, 2021 after giving
effect to this offering and the use of proceeds therefrom, the Term Loan Upsize and the acquisition of DrChrono, we would have had cash and cash equivalents of approximately $288 million and $190 million of available borrowing capacity under our New
Revolver.