Santa Monica, CA (USA), November 2017 – Cornerstone OnDemand, a global leader in cloud-based learning and human-capital-management software, has announced that Silver Lake, the global leader in technology investing, together with LinkedIn, will make a $300 million strategic investment in Cornerstone. Cornerstone intends to use the proceeds of the new investment to fund growth initiatives and manage its capital structure, including repaying existing convertible debt and repurchasing common shares.
In connection with this investment, Cornerstone is launching a three-part strategic plan:
- sharpening its focus on recurring revenue growth;
- more aggressively driving operating margins and free cash flow;
- leveraging its leadership position in global learning to expand its presence in eLearning content.
"We believe that executing our strategic plan, with the backing of Silver Lake and LinkedIn, is the best way to maximize shareholder value. We came to this determination after a comprehensive review of strategic alternatives led by a committee of independent directors, during which we evaluated both solicited and unsolicited interest in the company," said Adam Miller, founder and CEO of Cornerstone OnDemand. "This investment constitutes a vote of confidence in our future, an affirmation of the work we have done to build our business, and, most important, a validation of the tremendous opportunities we see ahead. As we execute on our plan, we look forward to driving significant value for all of our shareholders."
Effective at closing, Cornerstone will expand its board of directors from eight to ten members and appoint Joe Osnoss, managing director of Silver Lake, to the board. An additional independent director, to be nominated by Silver Lake and approved by Cornerstone’s board of directors, will be appointed at a later date.
Mr. Miller added, “Joe brings extensive industry knowledge and operational expertise in managing and advising leading technology businesses. We will benefit from Joe’s insights and contributions as we work to enhance shareholder value.”
"Cornerstone is a world-class cloud-software company that is a pioneer and clear market leader in human-capital management. We look forward to partnering with the company as it implements its strategy and pursues its next phase of growth," said Mr. Osnoss.
Silver Lake, together with LinkedIn, will purchase $300 million aggregate principal amount of 5.75% convertible notes due July 2021, with a conversion price of $42.00 per share. Cornerstone expects to complete the sale of the notes by the end of the fiscal year, subject to customary closing conditions. Additional information regarding the investment will be included in a Form 8-K that will be filed with the Securities and Exchange Commission.
"The investment by Silver Lake and LinkedIn endorses and supports our long-term strategy and will enable us to repay our existing convertible debt next year while maintaining a very strong balance sheet for the future," said Brian Swartz, chief financial officer of Cornerstone OnDemand.
The board of directors has authorized a $100 million share repurchase program. The program is expected to be executed from time to time over the next two years.