APP · AppLovin Corp · Debt

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.

Issuer evidence: 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.

Supporting evidence: 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.

Supporting evidence: 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.

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.

Issuer evidence: 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.

Supporting evidence: 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.

Supporting evidence: 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.

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.

Issuer evidence: 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.

Supporting evidence: 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.

Supporting evidence: 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.

(b) The aggregate principal amount of 2029 Notes that initially may be authenticated and delivered under this First Supplemental Indenture (the “Initial 2029 Notes”) shall be limited to $1,000,000,000, subject to increase as set forth in Section 3.03 of this First Supplemental Indenture. The aggregate principal amount of 2031 Notes that initially may be authenticated and delivered under this First Supplemental Indenture (the “Initial 2031 Notes”) shall be limited to $1,000,000,000, subject to increase as set forth in Section 3.03 of this First Supplemental Indenture. The aggregate principal amount of 2034 Notes that initially may be authenticated and delivered under this First Supplemental Indenture (the “Initial 2034 Notes”) shall be limited to $1,000,000,000, subject to increase as set forth in Section 3.03 of this First Supplemental Indenture. The aggregate principal amount of 2054 Notes that initially may be authenticated and delivered under this First Supplemental Indenture (the “Initial 2054 Notes” and, cumulatively with the Initial 2029 Notes, the Initial 2034 Notes and the Initial 2054 Notes, the “Initial Notes”) shall be limited to $550,000,000, subject to increase as set forth in Section 3.03 of this First Supplemental Indenture.

Issuer evidence: **FIRST SUPPLEMENTAL INDENTURE**, dated as of December 5, 2024 (“First Supplemental Indenture”), to the Indenture, dated as of December 5, 2024 (as amended, modified or supplemented from time to time in accordance therewith, other than with respect to a particular series of debt securities, the “Base Indenture” and, as amended, modified and supplemented by this First Supplemental Indenture, the “Indenture”), by and between AppLovin Corporation, a Delaware corporation (the “Company”), and Wilmington Trust, National Association, as trustee (the “Trustee”).

Supporting evidence: (c) The Stated Maturity of the 2029 Notes shall be December 1, 2029. The Stated Maturity of the 2031 Notes shall be December 1, 2031. The Stated Maturity of the 2034 Notes shall be December 1, 2034. The Stated Maturity of the 2054 Notes shall be December 1, 2054. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge (subject to Section 305 of the Base Indenture), at the office or agency of the Company maintained for such purpose, which shall initially be the Corporate Trust Office.

Supporting evidence: (f) The 2034 Notes shall bear interest at the rate of 5.500% per annum and shall accrue interest from December 5, 2024. Interest for the 2034 Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The Interest Payment Dates for the 2034 Notes shall be June 1 and December 1 of each year, beginning on June 1, 2025, and the “Record Date” for any interest payable on each such Interest Payment Date shall be the immediately preceding May 15 and November 15, respectively; *provided* that upon the Stated Maturity of the 2034 Notes, interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any; and *provided* *further*, that the “Record Date” for any interest, principal, or premium, if any, payable on the Stated Maturity of the 2034 Notes shall be the immediately preceding November 15. If any Interest Payment Date, Stated Maturity or other payment date with respect to the 2034 Notes is not a Business Day, the required payment of principal, premium, if any, or interest, or the rede

Supporting evidence: **WHEREAS**, the Company has duly authorized the execution and delivery, and desires and has requested the Trustee to join it in the execution and delivery, of this First Supplemental Indenture in order to establish and provide for the issuance by the Company of Securities designated as its 5.125% Senior Notes due 2029 (the “2029 Notes”), its 5.375% Senior Notes due 2031 (the “2031 Notes”), its 5.500% Senior Notes due 2034 (the “2034 Notes”) and its 5.950% Senior Notes due 2054 (the “2054 Notes” and, cumulatively with the 2029 Notes, the 2031 Notes and the 2034 Notes, the “Notes”) on the terms set forth herein;

Supporting evidence: **WHEREAS**, the Company has duly authorized the execution and delivery, and desires and has requested the Trustee to join it in the execution and delivery, of this First Supplemental Indenture in order to establish and provide for the issuance by the Company of Securities designated as its 5.125% Senior Notes due 2029 (the “2029 Notes”), its 5.375% Senior Notes due 2031 (the “2031 Notes”), its 5.500% Senior Notes due 2034 (the “2034 Notes”) and its 5.950% Senior Notes due 2054 (the “2054 Notes” and, cumulatively with the 2029 Notes, the 2031 Notes and the 2034 Notes, the “Notes”) on the terms set forth herein;

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.

Issuer evidence: 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.

Supporting evidence: 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.

Supporting evidence: 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.