Item 1.01 Entry into a Material Definitive Agreement.
Second Supplemental Indenture
On September 15, 2021, Cornerstone OnDemand, Inc. (the "Company") entered into
the Second Supplemental Indenture (the "Second Supplemental Indenture") with
U.S. Bank National Association, as the trustee (the "Trustee") under that
certain Indenture, dated as of December 8, 2017 (as amended by that certain
First Supplemental Indenture, dated as of April 20, 2020, and as further amended
by the Second Supplemental Indenture, the "Indenture"), between the Company and
the Trustee, in connection with the merger of the Company with and into Sunshine
Software Merger Sub, Inc. ("Merger Sub") (the "Merger"), with the Company
surviving as an indirect wholly-owned subsidiary of Sunshine Software Holdings,
Inc. ("Parent"), pursuant to that certain Agreement and Plan of Merger, dated as
of August 5, 2021, between the Company, Parent and Merger Sub. The Second
Supplemental Indenture provides, among other things, for the amendment of
Section 4.07 of the Indenture to permit the financing for the Merger and for the
mechanics regarding the automatic conversion of certain outstanding convertible
notes into cash upon closing of the Merger. The foregoing description of the
Second Supplemental Indenture is not complete and is qualified in its entirety
by reference to the complete terms and conditions of the Indenture, including
the Second Supplemental Indenture, which is attached hereto as Exhibit 4.1 and
incorporated herein by reference.
Item 3.03 Material Modifications to Rights of Security Holders.
The information set forth in Item 1.01 of this Current Report on Form 8-K is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
4.1 Second Supplemental Indenture, dated September 15, 2021,
between Cornerstone OnDemand, Inc. and U.S. Bank National
Association, as trustee.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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