Cornerstone OnDemand, Inc. (NasdaqGS:CSOD) entered into an agreement to acquire Saba Software, Inc. from Vector Talent Holdings, L.P. managed by Vector Capital for $1.4 billion on February 24, 2020. Total consideration consists of $1.33 billion in cash, subject to adjustments and 1.1 million shares of common stock. Morgan Stanley Senior Funding, Inc., Bank of America, N.A., Credit Suisse AG, Deutsche Bank Securities Inc., and Jefferies Finance LLC have provided $985 million of a senior secured first lien term loan B facility and a senior secured first lien revolving credit facility in an aggregate amount of up to $150 million to Cornerstone to finance the transaction. In connection with the transaction, Cornerstone entered into an amendment of its investment agreement with certain affiliates of Silver Lake Group, L.L.C. relating to 5.75% convertible notes to permit the incurrence of certain indebtedness to finance the transaction. Cornerstone will be required to pay a termination fee of $75 million to Vector Capital. Phil Sanders, Chief Executive Officer of Saba Software, will become the Chief Operating Officer of the combined company. The transaction is subject to the satisfaction of certain customary closing conditions and regulatory review including, among others, the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Transaction is also subject to Escrow Agreement, execution of Registration Rights Agreement, provision of audited consolidated financial statements for the companies as of and for the fiscal year ended December 31, 2019. The consummation of the acquisition is not subject to a financing condition. The transaction has been approved by boards of directors of both companies and it is expected to close in the second quarter of 2020. AlixPartners will facilitate the integration of the two organizations. David Hess at Centerview Partners, LLC and Morgan Stanley (NYSE:MS) acted as financial advisors to Cornerstone. Ben Beerle, Rachel Proffitt and Anne Lieberman of Cooley LLP acted as its legal advisors to Cornerstone. William Blair & Company, L.L.C. acted as financial advisor to Saba Software in the transaction. Ziemowit T. Smulkowski, Steve Camahort, Ariel J. Deckelbaum, Dana Kromm, Jeffrey Wolf, Jim Smulkowski, Dan Stellenberg, Lindsay Sparks, Yariv Katz, Charles Patrizia, Todd Schneider, Sherrese Smith, Keith Pisani, Michael Wise, Jeffrey Li and Jennifer Riddle of Paul Hastings LLP acted as legal advisors to Saba Software and Vector Capital. Mischi a Marca and Patrick Flanagan of Cooley LLP advised Cornerstone on the debt financing for the transaction. J.R. Laffin, John Ciardullo, Dean Kraus and Kathleen Chevalier of Stikeman Elliott LLP acted as legal advisor to Vector Capital. Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor to Centerview Partners LLC.