Clearlake Capital Group, L.P. entered into a definitive agreement to acquire remaining 91.74% stake in Cornerstone OnDemand, Inc. (NasdaqGS:CSOD) for $3.8 billion on August 5, 2021. Clearlake Capital Group, L.P. will pay $57.5 per share in cash. Vector Capital will make minority investment at closing. The transaction has an enterprise value of approximately $5.2 billion. J.P. Morgan, BofA Securities, Ares, Golub, Antares, Barclays, Blue Owl, BMO Capital Markets, BNP Paribas, Credit Suisse, Goldman Sachs and Jefferies are providing the debt financing for the transaction. Upon completion of the transaction, Cornerstone will become a private company and shares of Cornerstone common stock will no longer be listed on any public market. Termination fee payable by Cornerstone to Clearlake Capital will be $150,000,000. Clearlake Capital will be required to pay Cornerstone a termination fee of $320,000,000. Morrison & Foerster LLP acted as legal advisor to Centerview Partners and Qatalyst Partners.

The transaction is subject to customary closing conditions, including the receipt of regulatory approvals, expiration or termination of any waiting periods applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act and approval by a majority of Cornerstone stockholders. Certain stockholders, including Clearlake, representing 15.65% of Cornerstone OnDemand's outstanding shares have agreed to vote their shares in favor of the transaction. The transaction was unanimously approved by Cornerstone's Board of Directors. The transaction is not subject to a financing condition. As of October 12, 2021, the shareholders of Cornerstone OnDemand, Inc. has approved the deal. The transaction is expected to be completed in the second half of 2021. Qatalyst Partners LP and Centerview Partners LLC acted as financial advisors and fairness opinion provider and Jamie Leigh, Rachel Proffitt, Matt Silverman and Ben Beerle led team and Tracy Rubin, Barbara Mirza, Mischi A Marca, Megan Browdie, Howard Morse, Sarah Lightdale, David Silverman, Todd Gluth, Stella Sarma, Christine Graham, Kevin King, Christopher Kimball, Alexander Israel, Jason Savich, and David Navetta of Cooley LLP acted as legal counsel to Cornerstone. Morgan Stanley (NYSE:MS), Rothschild & Co SCA (ENXTPA:ROTH), JPMorgan Chase & Co. (NYSE:JPM), The Goldman Sachs Group, Inc. (NYSE:GS), BofA Securities, Inc., Barclays PLC (LSE:BARC), Jefferies LLC and William Blair & Company, L.L.C. acted as financial advisors to Clearlake. Mehdi Khodadad, Nicholas M. Schwartz, Kristen L. Smith, Matthew B. Walker, Johnny G. Skumpija, Eric Kauffman, Teresa L. Reuter, Peter McCorkell, Rachel D. Kleinberg, Stacy Crosnicker, Marian Fielding, Karen Kazmerzak, Ken Daly, Elizabeth Chen, Sara B. Brody, Craig Francis Dukin, Sven De Knop, Barbara Broussard, Alan Charles Raul, and Scott Williams of Sidley Austin LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal counsel to Clearlake in the connection with the acquisition and debt financing. Spencer Klein of Morrison & Foerster as legal advisor to Qatalyst Partners LP and Centerview Partners LLC. Cornerstone has agreed to pay Centerview an aggregate fee of $24 million, $4 million of which was payable upon the rendering of Centerview's opinion and the remainder of which is payable contingent upon consummation of the Transaction. MacKenzie Partners, Inc. acted as an information agent and Computershare Trust Company, National Association as transfer agent for Cornerstone. MacKenzie will be paid an approximately $25,000 plus expenses.