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): October 6, 2021

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 7.01 Regulation FD Disclosure

On October 6, 2021, AppLovin Corporation (“AppLovin”), announced that it had entered into a definitive agreement to acquire from Twitter, Inc. the MoPub business for approximately $1.05 billion. A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated by reference herein.

On October 6, 2021, AppLovin posted supplemental materials on its investors.applovin.com website. The supplemental materials are attached as Exhibit 99.2 to this current report on Form 8-K and are incorporated by reference herein.

The information in this Form 8-K is being furnished under Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall it be deemed incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

Exhibit No.	Exhibit Description
99.1	Press Release, dated October 6, 2021.
99.2	Supplemental Materials, dated October 6, 2021.
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: October 6, 2021	/s/ Herald Chen
	Herald Chen
	Chief Financial Officer

EX-99.1

Exhibit 99.1

AppLovin to Acquire Twitter’s MoPub Business

PALO ALTO, October 6, 2021—AppLovin Corporation (NASDAQ: APP), a leading marketing software company, today announced it has entered into a definitive agreement to acquire Twitter, Inc.’s (NYSE: TWTR) MoPub business for approximately $1 billion. The closing of the transaction is subject to customary conditions and regulatory approvals.

“We are excited by the opportunity to grow the AppLovin platform and further enhance our publisher monetization tools through this strategic transaction,” said Adam Foroughi, AppLovin’s co-founder and CEO. “We welcome the MoPub team and together we will work diligently to combine the best of MoPub into the AppLovin software platform.”

This transaction aims to yield a robust solution for mobile app publishers through increased revenue opportunity via more demand, and for mobile advertisers through access to millions of more consumers. MoPub software is used by 45,000 mobile apps to manage their monetization and reaches 1.5 billion addressable users around the world. AppLovin plans to integrate MoPub’s reach and product features into its existing platform to better maximize revenue growth and improve efficiencies for both MoPub and AppLovin customers.

Additional details can be found on the AppLovin blog. This transaction is not only highly strategic but also financially accretive. For more financial details please visit AppLovin’s investor relations site. The sale does not include any data from or about any individual Twitter or MoPub consumers.

About AppLovin

AppLovin’s leading marketing software provides developers with a powerful, integrated set of solutions to grow their businesses. AppLovin enables developers to market, monetize, analyze and publish their apps. The company’s first party content includes over 200+ popular, engaging apps and its technology brings that content to millions of users around the world. AppLovin is headquartered in Palo Alto, California with several offices globally.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements generally relate to future events or our future performance. In some cases, you can identify forward-looking statements because they contain words such as “will,” “expect,” “plan,” “going to,” “intend,” “aim,” “target,” “project,” “believe,” “estimate,” “potential,” or “continue,” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, priorities, plans, or intentions. Forward-looking statements in this press release include, but are not limited to, statements regarding the proposed acquisition of the MoPub business, the integration of MoPub into

the AppLovin platform, the impact of the transaction on our business and platform, the impact of the transaction for our customers; our expectations regarding the financial impact of this transaction; and our expectations regarding future product performance. Our expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties, including changes in our plans or assumptions, that could cause actual results to differ materially from those projected. These risks include our inability to complete the transaction, our inability to integrate MoPub, and the competitive mobile app ecosystem. The forward-looking statements contained in this press release are also subject to other risks and uncertainties, including those more fully described in our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2021. 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.

Contacts

Investors

Ryan Gee

ir@applovin.com

Press

Kim Hughes

press@applovin.com

Source: AppLovin Corp.

EX-99.2

October 6, 2021 AppLovin’s Acquisition of Twitter’s MoPub Business Exhibit 99.2

This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements generally relate to future events or our future performance. In some cases, you can identify forward-looking statements because they contain words such as “will,” “expect,” “plan,” “going to,” “intend,” “target,” “project,” “believe,” “estimate,” “potential,” or “continue,” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, priorities, plans, or intentions. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. You should not put undue reliance on any forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved, if at all. The forward-looking statements in this presentation 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. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this presentation may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements. Forward-looking statements in this presentation include, but are not limited to, statements regarding the proposed acquisition of the MoPub business; the integration of MoPub into the AppLovin platform; the impact of the transaction on our business and platform including the expected increases in AppLovin’s revenue and costs; the impact of the transaction for our customers; our expected future capital raising activities and our expected net debt/EBITDA ratio; and our expectations regarding future product performance including the improved monetization of ad inventory, improved ROI for mobile advertisers and improved relevance of advertising. Our expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties, including changes in our plans or assumptions, that could cause actual results to differ materially from those projected. These risks include our inability to complete the transaction, our inability to integrate MoPub, and the competitive mobile app ecosystem. The forward-looking statements contained in this presentation are also subject to other risks and uncertainties, including those more fully described in our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2021. Except as required by law, AppLovin Corporation does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise. Non-GAAP Financial Measure This presentation contains a discussion of Net Debt/EBITDA, a financial measure not calculated in accordance with U.S. generally accepted accounting principles (GAAP). Net Debt/EBITDA as used in this presentation is calculated in the same manner as Consolidated Senior Secured Debt to Consolidated EBITDA Ratio in accordance with the terms of our credit agreement. Net Debt/EBITDA is presented for supplemental information purposes only and should not be considered a substitute for financial information presented in accordance with GAAP. We have not provided the forward-looking GAAP equivalent for our Net Debt/EBITDA guidance as a result of the uncertainty regarding, and the potential variability of, certain reconciling items such as stock-based compensation expense, which makes a reconciliation to the corresponding GAAP measure unavailable without unreasonable effort. Forward-Looking Statements

Overview Definitive agreement to acquire Twitter’s MoPub business for $1.05 billion in cash Highly strategic and accretive to AppLovin’s fast growing software platform MoPub Business Summary Founded in 2010 and acquired by Twitter in 2013 Provides advertising solutions for buyers and sellers to transact on mobile ads RTB exchange integrates with +130 DSPs; Connects partners with +1.5 billion devices MoPub generated ~$188 million in revenue in 2020 with solid growth in 2021 YTD Financial Impact (subject to timing of close) Expect incremental annual software revenue run-rate of approximately $240-$260 million per year based on 4Q22E Expect incremental annual cost run-rate of approximately $35-$45 million resulting in a high incremental contribution to cash flow Software revenue from MoPub acquisition would be incremental to our previous estimated outlook for Software revenue of $1 billion in 2022E Timing Transaction expected to close in 2022, subject to regulatory approvals AppLovin and Twitter to support MoPub customers during a transition period post-close Funding AppLovin ended 2Q21 with $1.2 billion in cash with access to a $600 million undrawn revolver Expect to opportunistically access debt markets to raise an additional $1 billion Pro forma leverage with additional debt expected to be less than 2x net debt/EBITDA for 2022E Summary of AppLovin’s Acquisition of MoPub

Improve ROI For Advertisers Access to more publishers at market-efficient pricing Extends our combined platform to include MoPub’s supply of 45K apps reaching +1.5 billion addressable users Accelerate Shift To In-App Bidding Increases transparency of pricing and data Improves efficiency by increasing access for buyers and sellers The strategic combination of MoPub’s business with AppLovin’s software platform enhances the growth potential of the mobile app ecosystem and is highly accretive to AppLovin’s growth and cash flow Grow Revenue for Publishers Adding MoPub’s +130 demand partners to access our combined monetization platform More demand and first-price real-time auctions increase competition for inventory Strategic and Accretive to AppLovin Greatly enhances our platform’s competitive position in a large, rapidly-growing market Highly accretive to the growth of our software revenue and cash flow Strategic Rationale

XML

Document and Entity Information	Oct. 06, 2021
Cover [Abstract]
Entity Registrant Name	Applovin Corp
Amendment Flag	false
Entity Central Index Key	0001751008
Document Type	8-K
Document Period End Date	Oct. 06, 2021
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