Cornerstone gives further details on $1.14 billion credit facilities

By Sara Rosenberg

New York, Feb. 26 – Cornerstone OnDemand Inc. filed with the Securities and Exchange Commission on Wednesday the commitment letter for its proposed $1.135 billion of senior secured credit facilities, which included expected pricing.

As committed, the $150 million five-year revolver is expected to be priced at Libor plus 325 basis points with a 25 bps step-down at first-lien net leverage of 3x and a 25 bps step-down at first-lien net leverage of 2.5x, and the $985 million seven-year covenant-lite first-lien term loan B is expected to be priced at Libor plus 350 bps with a 25 bps step-down at first-lien net leverage of 2.75x. Both tranches have a 0% Libor floor.

The term loan is anticipated to have 101 soft call protection for six months.

Morgan Stanley Senior Funding Inc., Credit Suisse Securities (USA) LLC, BofA Securities, Inc., Deutsche Bank Securities Inc. and Jefferies LLC are the joint lead arrangers and bookrunners on the deal.

Proceeds will be used to help fund the acquisition of Saba from Vector Capital for about $1.395 billion, consisting of $1.33 billion in cash, subject to adjustments, and 1,110,352 shares of common stock.

Closing is expected in the second quarter upon the satisfaction of customary conditions and regulatory review.

Cornerstone is a Santa Monica, Calif.-based people development company. Saba is a Dublin, Calif.-based provider of learning, performance and recruiting product solutions.

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