EX-25.1 5 csodexhibit251.htm EXHIBIT 25.1 Exhibit
Exhibit 25.1


_____________________________________________________________________________

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________

FORM T-1

STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNED TO ACT AS TRUSTEE
Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2)
_______________________________________________________

U.S. BANK NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)

31-0841368
I.R.S. Employer Identification No.

800 Nicollet Mall
Minneapolis, Minnesota
55402
(Address of principal executive offices)
(Zip Code)

Paula Oswald
U.S. Bank National Association
633 West Fifth Street, 24th Floor, Los Angeles, CA 90071
(213) 615-6043
(Name, address and telephone number of agent for service)

Cornerstone OnDemand, Inc.
(Issuer with respect to the Securities)
Delaware
13-4068197
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)

1601 Cloverfield Blvd., Suite 620 South
Santa Monica, California
90404
(Address of Principal Executive Offices)
(Zip Code)

Debt Securities
(Title of the Indenture Securities)


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Exhibit 25.1

FORM T-1

Item 1.
GENERAL INFORMATION. Furnish the following information as to the Trustee.
 
 
 
 
 
 
 
 
 
 
 
a)
Name and address of each examining or supervising authority to which it is subject.
 
 
 
 
Comptroller of the Currency
Washington, D.C.
 
 
 
 
 
 
 
 
 
 
 
b)
Whether it is authorized to exercise corporate trust powers.
 
 
 
 
Yes
 
 
 
 
 
 
 
 
 
Item 2.
AFFILIATIONS WITH OBLIGOR.  If the obligor is an affiliate of the Trustee, describe each such affiliation.
 
 
 
None
 
 
 
 
 
 
 
 
 
Items 3-15
Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.
 
 
 
 
 
 
 
 
 
Item 16.
LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.
 
 
 
 
 
 
 
 
 
 
 
1.
A copy of the Articles of Association of the Trustee.*
 
 
 
 
 
 
 
 
 
 
 
2.
A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.
 
 
 
 
 
 
 
 
 
 
 
3.
A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.
 
 
 
 
 
 
 
 
 
 
 
4.
A copy of the existing bylaws of the Trustee.**
 
 
 
 
 
 
 
 
 
 
 
5.
A copy of each Indenture referred to in Item 4. Not applicable.
 
 
 
 
 
 
 
 
 
 
 
6.
The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.
 
 
 
 
 
 
 
 
 
 
 
7.
Report of Condition of the Trustee as of March 31, 2018 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.
 
 
 
 
 
 
 
 
 
 
* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.
 
 
 
 
 
 
 
 
 
 
** Incorporated by reference to Exhibit 25.1 to registration statement on form S-3ASR, Registration Number 333-199863 filed on November 5, 2014.


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Exhibit 25.1

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Los Angeles, State of California on the 7th Day of August, 2018.

 
By:
/s/ Paula Oswald
 
 
Paula Oswald
 
 
Vice President


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Exhibit 25.1

Exhibit 2

exhibit2512.jpg

4

Exhibit 25.1

Exhibit 3
exhibit2513.jpg

5

Exhibit 25.1

Exhibit 6

CONSENT

    
In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.


Dated: August 7, 2018
 
By:
/s/ Paula Oswald
 
 
Paula Oswald
 
 
Vice President


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Exhibit 25.1

Exhibit 7
 
U.S. Bank National Association
Statement of Financial Condition
As of 3/31/2018
 
($000’s)
 
 
 
3/31/2018

Assets
 
Cash and Balances Due From
$
19,210,762

Depository Institutions
 
Securities
110,797,912

Federal Funds
49,966

Loans & Lease Financing Receivables
278,268,217

Fixed Assets
4,035,404

Intangible Assets
13,036,496

Other Assets
26,856,978

Total Assets
$
452,255,735

 
 
Liabilities
 
Deposits
$
355,061,230

Fed Funds
931,593

Treasury Demand Notes
0

Trading Liabilities
681,501

Other Borrowed Money
32,101,111

Acceptances
0

Subordinated Notes and Debentures
3,300,000

Other Liabilities
13,027,872

Total Liabilities
$
405,103,307

 
 
Equity
 
Common and Preferred Stock
18,200

Surplus
14,266,915

Undivided Profits
32,071,141

Minority Interest in Subsidiaries
796,172

Total Equity Capital
$
47,152,428

 
 
Total Liabilities and Equity Capital
$
452,255,735



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