Sidley is representing Clearlake Capital Group, L.P. in its proposed US$5.2 billion acquisition of Cornerstone OnDemand, Inc. (NASDAQ: CSOD), a global leader in talent management software. Under the terms of the definitive agreement, Clearlake will acquire the outstanding shares of Cornerstone common stock for $57.50 per share in cash.
The transaction is not subject to a financing condition and is expected to close in the second half of 2021, subject to customary closing conditions, including the receipt of regulatory approvals and approval by a majority of Cornerstone’s stockholders. Upon the completion of the transaction, Cornerstone will become a privately held portfolio company of Clearlake.
The Sidley team is being led by Mehdi Khodadad and Scott Williams (M&A and Private Equity) and Nicholas Schwartz (Global Finance), and included David Meehan, Jorene Ooi, Tamara Sonenshein, Joe Casavecchia, Cameron Woolley, Zach Garmisa (paralegal), and Jin Choi (paralegal) (M&A and Private Equity); Kristen Smith, Matthew Walker, Kaitlin Schock, and Dane Rupley (Global Finance); Johnny Skumpija, and Robert Mandell (Capital Markets); Eric Kauffman, Teresa Reuter, Peter McCorkel, and Emily Wajert (Employment); Rachel Kleinberg and Jonathan Westreich (Tax); Stacy Crosnicker, Marian Fielding and Sarah Recktenwald (Employee Benefits and Executive Compensation); Kyle Barnett (Technology and IP Transactions); S. Joey Lam and Ethan Miller Munsill (Real Estate); Karen Kazmerzak, Ken Daly, Elizabeth Chen, and Jakob Dewispelaere (Antitrust/Competition); Sara Brody, Craig Francis Dukin, and Kaitlyn Potter (Litigation); Sven De Knop, Barbara Broussard, Ines Willemyns, and Alessandra Moroni (International Trade); and Alan Charles Raul, Stephen McInerney, and Amisha Gandhi (Privacy and Cybersecurity).