AppLovin Corp false 0001751008 0001751008 2024-11-20 2024-11-20

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 20, 2024

 

 

AppLovin Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-40325   45-3264542

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

  (IRS Employer
Identification No.)

1100 Page Mill Road

Palo Alto, California 94304

(Address of principal executive offices, including zip code)

(800) 839-9646

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Class A common stock, par value $0.00003 per share   APP   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 8.01 Other Events.

On November 20, 2024, AppLovin Corporation (the “Company”) issued a press release announcing the launch of an underwritten public offering of senior notes pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission (the “Offering”).

On November 20, 2024, the Company issued a press release announcing the pricing of the Offering, which consisted of $1,000 million aggregate principal amount of 5.125% Senior Notes due 2029 (the “2029 Notes”), $1,000 million aggregate principal amount of 5.375% Senior Notes due 2031 (the “2031 Notes”), $1,000 million aggregate principal amount of 5.500% Senior Notes due 2034 (the “2034 Notes”) and $550 million aggregate principal amount of 5.950% Senior Notes due 2054 (the “2054 Notes” and, collectively with the 2029 Notes, the 2031 Notes and the 2034 Notes, the “Notes”). The Company intends to use the net proceeds of the Offering to repay in full its senior secured term loan facility due 2028 and its senior secured term loan facility due 2030 and, to the extent of any remaining net proceeds, for general corporate purposes. The Offering is expected to close on December 5, 2024, subject to customary closing conditions. A copy of the press releases relating to the launch and pricing of the Offering is attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.

This Current Report on Form 8-K shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offer, or solicitation to buy, if at all, will be made only by means of a prospectus supplement and accompanying base prospectus. This Current Report on Form 8-K does not constitute a notice of repayment of outstanding indebtedness.

Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements in this Current Report on Form 8-K include, but are not limited to, statements regarding the timing of the closing of the Offering and the anticipated use of proceeds of the Offering. These forward-looking statements are subject to risks and uncertainties, including risks and uncertainties associated with negotiating with third parties, as well as the risks described in the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2023, our Quarterly Reports on Form 10-Q for the periods ended March 31, 2024, June 30, 2024 and September 30, 2024. The forward-looking statements in this Current Report on Form 8-K are based on information available to the Company as of the date hereof, and the Company disclaims any obligation to update any forward-looking statements, except as required by law.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

 

Exhibit No.    Exhibit Description
99.1    Press Release, dated November 20, 2024.
99.2    Press Release, dated November 20, 2024.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

      APPLOVIN CORPORATION
Date: November 20, 2024      

/s/ Matthew A. Stumpf

      Matthew A. Stumpf
      Chief Financial Officer

Exhibit 99.1

APPLOVIN CORPORATION ANNOUNCES PROPOSED PUBLIC OFFERING OF SENIOR NOTES

PALO ALTO, California, November 20, 2024 – AppLovin Corporation (NASDAQ: APP) (the “Company”) announced today that it commenced an offering (the “Offering”) of its senior notes (the “Notes”), subject to market and other conditions. Actual terms of the senior notes, including maturity, interest rate and principal amount, will depend on market conditions at the time of pricing. The Offering will be made by means of an underwritten public offering pursuant to an effective registration statement filed with the Securities and Exchange Commission (the “SEC”). The Company intends to use the net proceeds of the offering of the Notes to repay in full its senior secured term loan facility due 2028 and its senior secured term loan facility due 2030 and, to the extent of any remaining net proceeds, for general corporate purposes.

The Notes will be senior unsecured obligations of the Company and will not be guaranteed by any of its subsidiaries.

J.P. Morgan Securities LLC, BofA Securities, Inc. and Morgan Stanley & Co. LLC will act as joint book-running managers for the offering.

The offering of Notes is being made pursuant to an effective shelf registration on Form S-3 that has previously been filed with the SEC and became automatically effective on June 1, 2023. A preliminary prospectus supplement and accompanying base prospectus related to the offering has been or will be filed with the SEC and may be found on its website at www.sec.gov. Copies of the prospectus supplement and related prospectus for the offering may be obtained from any of the joint book-running managers at: J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York, 10179, Attention: Investment Grade Syndicate Desk, 3rd Floor, telephone collect at 1-212-834-4533; BofA Securities, Inc., NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255-0001, Attn: Prospectus Department, email: dg.prospectus_requests@bofa.com or by telephone 1-800-294-1322; or Morgan Stanley & Co. LLC, 180 Varick Street, New York, N.Y. 10014, Attention: Prospectus Department, by email: prospectus@morganstanley.com or by calling 1-866-718-1649.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities law of any such state or jurisdiction.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements in this release include, but are not limited to, whether or not the Company will consummate the offering of Notes and the anticipated use of proceeds of the offering of Notes. These forward-looking statements are subject to risks and uncertainties, including the risks described in the preliminary prospectus supplement, the accompanying bases prospectus, our Annual Report on Form 10-K for the fiscal year ending December 31, 2023, our Quarterly Reports on Form 10-Q for the periods ended March 31, 2024, June 30, 2024 and September 30, 2024. The forward-looking statements in this press release are based on information available to us as of the date hereof, and we disclaim any obligation to update any forward-looking statements, except as required by law.

About AppLovin

AppLovin makes technologies that help businesses of every size connect to their ideal customers. The company provides end-to-end software and AI solutions for businesses to reach, monetize and grow their global audiences.

Contacts

 

Investors    Press
David Hsiao    Kim Hughes
ir@applovin.com    press@applovin.com

Source: AppLovin Corp.

Exhibit 99.2

APPLOVIN CORPORATION PRICES $3.55 BILLION OFFERING OF SENIOR NOTES

PALO ALTO, California, November 20, 2024 – AppLovin Corporation (NASDAQ: APP) (the “Company”) announced today the pricing of its public offering of $3.55 billion aggregate principal amount of senior notes consisting of $1,000 million aggregate principal amount of 5.125% Senior Notes due 2029 (the “2029 Notes”), $1,000 million aggregate principal amount of 5.375% Senior Notes due 2031 (the “2031 Notes”), $1,000 million aggregate principal amount of 5.500% Senior Notes due 2034 (the “2034 Notes”) and $550 million aggregate principal amount of 5.950% Senior Notes due 2054 (the “2054 Notes” and, collectively with the 2029 Notes, the 2031 Notes and the 2034 Notes, the “Notes”). The offering is being made by means of an underwritten public offering pursuant to an effective registration statement filed with the Securities and Exchange Commission (the “SEC”). The Company intends to use the net proceeds of the offering of the Notes to repay in full its senior secured term loan facility due 2028 and its senior secured term loan facility due 2030 and, to the extent of any remaining net proceeds, for general corporate purposes. The Company expects to close the sale of the Notes on December 5, 2024, subject to the satisfaction of customary closing conditions.

The Notes will be senior unsecured obligations of the Company and will not be guaranteed by any of its subsidiaries.

J.P. Morgan Securities LLC, BofA Securities, Inc. and Morgan Stanley & Co. LLC are acting as joint lead book-running managers for the offering. Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC are also acting as joint book-running managers for the offering. BNP Paribas Securities Corp., MUFG Securities Americas Inc. and Scotia Capital (USA) Inc. are acting as co-managers for the offering.

The offering of Notes is being made pursuant to an effective shelf registration on Form S-3 that has previously been filed with the SEC and became automatically effective on June 1, 2023. A prospectus supplement and accompanying base prospectus related to the offering has been or will be filed with the SEC and may be found on its website at www.sec.gov. Copies of the prospectus supplement and related prospectus for the offering may be obtained from any of the joint lead book-running managers at: J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York, 10179, Attention: Investment Grade Syndicate Desk, 3rd Floor, telephone collect at 1-212-834-4533; BofA Securities, Inc., NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255-0001, Attn: Prospectus Department, email: dg.prospectus_requests@bofa.com or by telephone 1-800-294-1322; or Morgan Stanley & Co. LLC, 180 Varick Street, New York, N.Y. 10014, Attention: Prospectus Department, by email: prospectus@morganstanley.com or by calling 1-866-718-1649.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities law of any such state or jurisdiction.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements in this release include, but are not limited to, whether or not the Company will consummate the offering of Notes and the anticipated use of proceeds of the offering of Notes. These forward-looking statements are subject to risks and uncertainties, including the risks described in the preliminary prospectus supplement, the accompanying bases prospectus, our Annual Report on Form 10-K for the fiscal year ending December 31, 2023, our Quarterly Reports on Form 10-Q for the periods ended March 31, 2024, June 30, 2024 and September 30, 2024. The forward-looking statements in this press release are based on information available to us as of the date hereof, and we disclaim any obligation to update any forward-looking statements, except as required by law.

About AppLovin

AppLovin makes technologies that help businesses of every size connect to their ideal customers. The company provides end-to-end software and AI solutions for businesses to reach, monetize and grow their global audiences.


Contacts

 

Investors    Press
David Hsiao    Kim Hughes
ir@applovin.com    press@applovin.com

Source: AppLovin Corp.

v3.24.3
Document and Entity Information
Nov. 20, 2024
Cover [Abstract]  
Entity Registrant Name AppLovin Corp
Amendment Flag false
Entity Central Index Key 0001751008
Document Type 8-K
Document Period End Date Nov. 20, 2024
Entity Incorporation State Country Code DE
Entity File Number 001-40325
Entity Tax Identification Number 45-3264542
Entity Address, Address Line One 1100 Page Mill Road
Entity Address, City or Town Palo Alto
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94304
City Area Code (800)
Local Phone Number 839-9646
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Class A common stock, par value $0.00003 per share
Trading Symbol APP
Security Exchange Name NASDAQ
Entity Emerging Growth Company false

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