Cornerstone OnDemand Inc. has completed a sale of $300 million principal amount of 5.75% convertible notes due July 1, 2021, for a purchase price equal to 98% of the principal amount.
The notes were sold under an investment agreement with certain Silver Lake Group LLC affiliates. A LinkedIn Corp. affiliate bought some of the notes at closing.
Interest on the notes are payable semiannually in arrears in cash on Jan. 1 and July 1 of each year, beginning Jan. 1, 2018.
The notes are convertible into Cornerstone OnDemand common shares, at the holder's option, at any time before the close of business on the scheduled trading day immediately preceding the maturity date, at an initial conversion rate of 23.8095 per $1,000 principal amount of the notes.
Under the terms of the investment agreement, the company increased the number of its board members to 10 from eight, with Silver Lake holding the right to nominate two individuals to fill vacancies.
The investor will have the right to nominate two individuals for election to the board as long as it holds more than 10% of Cornerstone OnDemand's common shares. Silver Lake Managing Director Joseph Osnoss has joined Cornerstone OnDemand's board.