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AppLovin Corp 8-K Report, Material Agreement (Aug 21, 2023)

Filed August 21, 2023For Securities:APP

Summary

AppLovin Corporation (APP) announced a significant share repurchase agreement on August 21, 2023, for approximately $552.75 million. The company will buy back 15,000,000 shares of its Class A common stock from KKR Denali Holdings L.P. at a price of $36.85 per share. This transaction represents a discount to both the previous day's closing price and the five-day volume-weighted average trading price, suggesting a potentially opportunistic buyback. The Special Committee of AppLovin's Board of Directors, composed of independent directors, approved this private transaction. In conjunction with this repurchase, AppLovin also authorized an increase to its share repurchase program by approximately $448 million, bringing the total authorization up to $555 million. Following the completion of the KKR Denali transaction, a small amount will remain available under this enhanced program. This strategic move signals management's confidence in the company's valuation and commitment to returning capital to shareholders.

Key Highlights

  • 1AppLovin to repurchase 15 million shares of Class A common stock from KKR Denali Holdings L.P. for $552.75 million.
  • 2Repurchase price of $36.85 per share represents a discount to recent market trading prices.
  • 3Transaction approved by a Special Committee of independent directors.
  • 4Share repurchase program authorization increased by approximately $448 million to $555 million.
  • 5Following the KKR repurchase, approximately $2.25 million will remain available under the enhanced program.
  • 6Repurchases can be made through open market purchases or privately negotiated transactions.
  • 7The company may utilize Rule 10b-18 and Rule 10b5-1 plans for future repurchases.

Frequently Asked Questions

AppLovin is repurchasing shares from KKR Denali Holdings L.P. as part of a strategic decision to return capital to shareholders and potentially reduce the number of outstanding shares. The transaction was approved by a special committee of independent directors, and the price offered represents a discount to recent market trading prices, suggesting it may be an opportune time for the company to buy back stock.

The company has increased its overall share repurchase program authorization by approximately $448 million to a total of $555 million. The $552.75 million repurchase from KKR Denali will be completed under this enhanced authorization. After this large repurchase, only a small amount ($2.25 million) will remain available under the program, implying potential for further, though smaller, repurchases or future program expansions.

The repurchase price of $36.85 per share is at a discount to both the closing price on August 18, 2023 ($38.23) and the five-day volume-weighted average trading price ($38.96). This discount suggests that AppLovin is acquiring the shares at a favorable price compared to recent market valuations, which can be accretive to shareholder value on a per-share basis.

The repurchase of shares from KKR Denali is expected to close by August 28, 2023.