AppLovin Corp. Files 8-K: Material Agreements & Obligations

TL;DR

AppLovin made some big agreement moves on Dec 5th - some new, some old ones gone. Details TBD.

AI Summary

AppLovin Corp. entered into a material definitive agreement on December 5, 2024, related to a financial obligation. The company also terminated a material definitive agreement on the same date. Specific details regarding the nature of these agreements and their financial implications were not fully disclosed in this filing.

Why It Matters

This filing indicates significant changes in AppLovin's contractual and financial arrangements, which could impact its future operations and financial health.

Risk Assessment

Risk Level: medium — The filing mentions both the entry into and termination of material definitive agreements, suggesting potential shifts in business strategy or financial commitments that warrant closer examination.

Key Players & Entities

• AppLovin Corp. (company) — Registrant
• December 5, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.00003 — stered Class A common stock, par value $0.00003 per share APP The Nasdaq Stock Mark
• $1,000 million — mpany"), completed a public offering of $1,000 million aggregate principal amount of 5.125% Se
• $550 million — r Notes due 2034 (the "2034 Notes") and $550 million aggregate principal amount of 5.950% Se
• $3,519 million — he sale of the Notes were approximately $3,519 million after deducting the underwriters' disco
• $100 million — t Facility total $1,000 million (with a $100 million letter of credit sublimit). The Unsecur
• $1,500 m — red purchase price obligations) exceeds $1,500 million, such ratio may be increased to 4

Filing Documents

• d896321d8k.htm (8-K) — 39KB
• d896321dex41.htm (EX-4.1) — 465KB
• d896321dex42.htm (EX-4.2) — 317KB
• d896321dex51.htm (EX-5.1) — 15KB
• d896321dex101.htm (EX-10.1) — 700KB
• g896321g1205004000168.jpg (GRAPHIC) — 2KB
• g896321g1205004000374.jpg (GRAPHIC) — 2KB
• 0001193125-24-271603.txt ( ) — 2007KB
• app-20241205.xsd (EX-101.SCH) — 3KB
• app-20241205_lab.xml (EX-101.LAB) — 17KB
• app-20241205_pre.xml (EX-101.PRE) — 11KB
• d896321d8k_htm.xml (XML) — 3KB

From the Filing

8-K 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): December 5, 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. Item1.01 Entry into a Material Definitive Agreement. Indenture and the Notes On December 5, 2024, AppLovin Corporation (the "Company"), completed a public offering 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 Notes were offered and sold pursuant to the Company's automatically effective shelf registration statement on Form S-3 (No. 333-272328) (the "Registration Statement") filed with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"), on June 1, 2023. The net proceeds from the sale of the Notes were approximately $3,519 million after deducting the underwriters' discount but before other expenses and will be used to repay in full its senior secured term loan facility due 2028 and its senior secured term loan facility due 2030. The Notes are governed by the Indenture, dated as of December 5, 2024 (the "Base Indenture"), between the Company and Wilmington Trust, National Association, as trustee (the "Trustee"), as supplemented by the First Supplemental Indenture, dated as of December 5, 2024, between the Company and the Trustee (the "First Supplemental Indenture" and, together with the Base Indenture, the "Indenture"). The Notes will accrue interest from December 5, 2024 and will be payable semi-annually in arrears on June 1 and December 1 of each year, beginning on June 1, 2025. The 2029 Notes will accrue interest at a rate of 5.125% per annum and will mature on December 1, 2029. The 2031 Notes will accrue interest at a rate of 5.375% per annum and will mature on December 1, 2031. The 2034 Notes will accrue interest at a rate of 5.500% per annum and will mature on December 1, 2034. The 2054 Notes will accrue interest at a rate of 5.950% per annum and will mature on December 1, 2054. Prior to (i) November 1, 2029 for the 2029 Notes (one month prior to the maturity date for the 2029 Notes), (ii) October 1, 2031 for the 2031 Notes (two months prior to the maturity date for the 2031 Notes), (iii) September 1, 2034 for the 2034 Notes (three months prior to the maturity date for the 2034 Notes) and (iv) June 1, 2054 for the 2054 Notes (six months prior to the maturity date for the 2054 Notes) (each such date, a "par call date"), the Company may redeem the applicable series of Notes at the Company's option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1) (a) the sum of the present values o

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View this 8-K filing on SEC EDGAR