Summary
AppLovin Corporation (APP) filed an 8-K on February 27, 2022, disclosing two key events. Firstly, the company announced an agreement to acquire Wurl, Inc., a connected TV (CTV) advertising and measurement company, by issuing approximately 2.7 million shares of its Class A common stock. This acquisition, valued based on AppLovin's average stock price over a 30-day period, will be treated as a private placement under securities law, with shares subject to adjustment. Secondly, AppLovin's board of directors authorized a significant share repurchase program, allowing for the buyback of up to $750 million of its Class A common stock. This program provides flexibility for repurchases through various methods, including open market transactions and Rule 10b-18 compliant strategies, and can be suspended at any time. The filing also sets deadlines for stockholder proposals for the upcoming 2022 Annual Meeting of Stockholders, scheduled for June 8, 2022.
Key Highlights
- 1AppLovin to acquire Wurl, Inc., a CTV advertising and measurement company, for approximately 2.7 million shares of Class A common stock.
- 2The Wurl acquisition will be conducted as a private placement under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D.
- 3The number of shares issued for the Wurl acquisition is subject to purchase price adjustment provisions.
- 4AppLovin's board has authorized a new share repurchase program for up to $750 million of its Class A common stock.
- 5The share repurchase program offers flexibility in execution, including open market purchases and Rule 10b-18 compliance.
- 6The 2022 Annual Meeting of Stockholders is scheduled for June 8, 2022.
- 7Stockholder proposals for the 2022 Annual Meeting, both for inclusion in proxy materials and outside Rule 14a-8, must be submitted by March 10, 2022.