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EX-5.1 2 d518550dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

 

LOGO

    

Wilson Sonsini Goodrich & Rosati

Professional Corporation

 

650 Page Mill Road

Palo Alto, California 94304-1050

 

O: 650.493.9300

F: 650.493.6811

June 1, 2023

AppLovin Corporation

1100 Page Mill Road

Palo Alto, California 94304

Re: Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel to AppLovin Corporation, a Delaware corporation (the “Company”), in connection with the registration by the Company of 15,000,000 shares (the “Shares”) of the Company’s Class A Common Stock, par value $0.00003 per share, issued to that certain selling stockholder (the “Selling Stockholder”) referred to in the prospectus supplement dated June 1, 2023 (the “Prospectus Supplement”). The Shares have been registered pursuant to a registration statement on Form S-3 (Registration No. 333-272328) (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission on June 1, 2023.

We are acting as counsel for the Company in connection with the sale by the Selling Stockholder of the Shares. In such capacity, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary for the purposes of rendering this opinion. In our examination, we have assumed: (i) the authenticity of original documents and the genuineness of all signatures; (ii) the conformity to the originals of all documents submitted to us as copies; (iii) the truth, accuracy and completeness of the information, representations and warranties contained in the instruments, documents, certificates and records we have reviewed; (iv) that the Shares will be issued and sold in compliance with applicable U.S. federal and state securities laws and in the manner stated in the Registration Statement and the Prospectus Supplement; and (v) the legal capacity of all natural persons. As to any facts material to the opinions expressed herein that were not independently established or verified, we have relied upon oral or written statements and representations of officers and other representatives of the Company.

We express no opinion herein as to the laws of any state or jurisdiction other than the General Corporation Law of the State of Delaware (including the statutory provisions and all applicable judicial decisions interpreting those laws) and the federal laws of the United States of America.

On the basis of the foregoing, we are of the opinion, that the Shares to be sold by the Selling Stockholder have been duly authorized and are validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K filed by the Company and the incorporation by reference of this opinion as an exhibit to the Registration Statement, and we consent to the reference of our name under the caption “Legal Matters” included in or made a part of the Registration Statement and the Prospectus Supplement.

* * *

 

Very truly yours,
/s/ Wilson Sonsini Goodrich & Rosati, P.C.
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation

 

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EX-99.1 3 d518550dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

AppLovin Announces GQG Purchase of 15 Million Shares of Class A Common Stock from KKR

PALO ALTO – June 1, 2023 – AppLovin Corporation (NASDAQ: APP) (“AppLovin” or the “Company”), a leading marketing platform, today announced that KKR Denali Holdings L.P. (“KKR”) entered into an agreement with GQG Partners LLC (“GQG”), a leading global equity investment boutique, to sell 15,000,000 shares of AppLovin’s Class A common stock in a direct placement to client accounts managed by GQG.

The transaction is expected to close on June 9, 2023. KKR will receive all of the proceeds from the offering. AppLovin is not offering any shares of its common stock in the offering.

This transaction was negotiated directly between KKR and GQG. The Company and KKR believe that the transaction will assist in adding new long-term oriented investors to the Company’s shareholder base.

The sale of shares will be made pursuant to a shelf registration statement that became effective automatically upon its filing with the Securities and Exchange Commission (the “SEC”) on June 1, 2023 and a prospectus supplement filed with the SEC on June 1, 2023. Copies of these documents may be obtained, free of charge, at the SEC’s website at www.sec.gov.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About AppLovin

AppLovin accelerates business growth with market leading technologies. AppLovin’s end-to-end software solutions support profitable growth by optimizing monetization and by using powerful machine learning to make data-driven marketing decisions. AppLovin partners with businesses to deliver personalized experiences at a massive global scale. AppLovin is headquartered in Palo Alto, California with several offices globally.

About GQG

GQG Partners is a leading global equity investment boutique. Driven by client-alignment, GQG has delivered strong long-term investment results across its core strategies. GQG Partners manages more than US $98 billion in client assets as of April 30, 2023. GQG is listed on the Australian Securities Exchange and is majority owned by its employees. Headquartered in Ft. Lauderdale Florida, with offices in New York, London, Seattle and Sydney, the firm strives for excellence at all levels of its organization through a commitment to independent thinking, continual growth, cultural integrity, and a deep knowledge of the markets.

About KKR

KKR is a leading global investment firm that offers alternative asset management as well as capital markets and insurance solutions. KKR aims to generate attractive investment returns by following a patient and disciplined investment approach, employing world-class people and supporting growth in its portfolio companies and communities. KKR sponsors investment funds that invest in private equity, credit and real assets and has strategic partners that manage hedge funds. KKR’s insurance subsidiaries offer retirement, life and reinsurance products under the management of Global Atlantic Financial Group. References to KKR’s investments may include the activities of its sponsored funds and insurance subsidiaries.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements in this release include statements regarding the closing of the transaction between KKR and GQG and the Company’s shareholder base. These forward-looking statements are subject to risks and uncertainties, including risks and uncertainties associated with a transaction between two third parties to the Company, as well as the risks described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and our Quarterly Report on Form 10-Q for the quarter ending March 31, 2023.


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

David Hsiao

ir@applovin.com

Press

Kim Hughes

press@applovin.com

Source: AppLovin Corp.