Cornerstone OnDemand, Inc. entered into a Stock Purchase Agreement to acquire SumTotal Systems, LLC from Skillsoft (US) Corporation for approximately $200 million on June 12, 2022. The consideration of approximately $200 million is subject to customary adjustments. Following the close of the transaction, Richard Walker, Chief Corporate Strategy and Development Officer and President, SumTotal , will continue in his role as Skillsoft Chief Corporate Strategy and Development Officer. The consummation of the Transaction is subject to certain conditions, including: the expiration or termination of the applicable waiting period under the HSR Act. The transaction is subject to regulatory approvals and other customary closing conditions. The transaction is expected to close in the second half of 2022. Skillsoft will use a portion of the net proceeds from the transaction to partially repay its senior secured term loan B facility. The transaction is expected to be immediately accretive to Skillsoft's bookings and revenue growth at closing, each by approximately one percentage point. PJT Partners served as the exclusive financial advisor to Skillsoft, and Jackie Cohen, Eric D. Behl-Remijan, Gavin Westerman, Matt Stewart, Damian P. Ridealgh, Max Maisonrouge, Michael A. Epstein, Alexa Chu Clinton, John O'Loughlin, Paul J. Wessel, Vadim M. Brusser, Timothy C. Welch, Vynessa Nemunaitis, and Olivia J. Greer of Weil, Gotshal & Manges LLP served as Skillsoft's legal counsel. Centerview Partners LLC is serving as financial advisor to Cornerstone and Clearlake, and Mehdi Khodadad and Scott Williams of Sidley Austin LLP is serving as legal counsel. PJT Partners LP acted as legal advisor to SumTotal Systems, LLC.

Cornerstone OnDemand, Inc. completed the acquisition of SumTotal Systems, LLC from Skillsoft (US) Corporation on August 15, 2022.