Cornerstone OnDemand Inc. Announces Proposed $220 Million Offering of Convertible Senior Notes Due 2018

SANTA MONICA, Calif. – June 10, 2013 – Cornerstone OnDemand Inc. (“Cornerstone”) (NASDAQ: CSOD) today announced its intention to offer, subject to market and other conditions, $220 million aggregate principal amount of convertible senior notes due 2018 (the “notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Act”). Cornerstone also expects to grant the initial purchasers of the notes an option to purchase up to an additional $33 million aggregate principal amount of the notes to cover overallotments.

The notes will be unsecured, senior obligations of Cornerstone, and interest will be payable semi-annually. Prior to April 1, 2018, the notes will be convertible only upon the occurrence of specified events; thereafter, until maturity, the notes will be convertible at any time. Upon conversion, the notes will be settled in cash and, if applicable, in shares of Cornerstone’s common stock (subject to Cornerstone’s right to pay cash in lieu of all or any portion of such shares). Final terms of the notes, including the interest rate, conversion rate and other terms, will be determined by negotiations between Cornerstone and the initial purchasers of the notes.

In connection with the pricing of the notes, Cornerstone expects to enter into privately-negotiated convertible note hedge transactions with one or more of the initial purchasers and their affiliates and/or other financial institutions (the “hedge counterparties”). The convertible note hedge transactions are generally expected to reduce the potential dilution and/or offset the cash payments Cornerstone is required to make, in excess of the principal amount upon conversion of the notes, in the event that the market price of Cornerstone’s common stock is greater than the strike price of the convertible note hedge transactions. Cornerstone also expects to enter into privately negotiated warrant transactions with the hedge counterparties. The warrant transactions could separately have a dilutive effect if the market price of Cornerstone’s common stock exceeds the strike price of the warrant transactions, unless Cornerstone elects, subject to certain conditions, to settle the warrant transactions in cash. If the initial purchasers exercise their option to purchase additional notes, Cornerstone expects to enter into additional convertible note hedge transactions and additional warrant transactions with the hedge counterparties. Cornerstone has been advised that, in connection with hedging the convertible note hedge transactions and warrant transactions, the hedge counterparties or their respective affiliates may enter into various derivative transactions and/or purchase shares of Cornerstone’s common stock in privately negotiated transactions and/or open market transactions concurrently with, or shortly after, the pricing of the notes. These activities could have the effect of increasing, or preventing a decline (or reducing the size of any decline) in, the market price of Cornerstone’s common stock concurrently with, or shortly after, the pricing of the notes. In addition, Cornerstone has been advised by the hedge counterparties that the hedge counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivative transactions with respect to Cornerstone’s common stock and/or purchasing or selling Cornerstone’s common stock in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so during any observation period related to a conversion of the notes). This activity could also have the effect of increasing, or preventing a decline (or reducing the size of any decline) in, the market price of Cornerstone’s common stock, which could affect the ability of noteholders to convert the notes and, to the extent the activity occurs during any observation period related to a conversion of the notes, could affect the amount and value of the consideration that noteholders will receive upon conversion of the notes. The convertible note hedge transactions and warrant transactions have not been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements.

Cornerstone expects to use a portion of the net proceeds for the cost of the convertible note hedge transactions after such cost is offset by the proceeds of the warrant transactions described above, and to use the remaining proceeds for general corporate purposes.

This announcement is neither an offer to sell, nor a solicitation of an offer to buy, any of these securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. The notes and the shares of common stock issuable upon conversion of the notes, if any, will not be registered under the Act or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Act and applicable state laws.