Item 1.01. Entry into a Material Definitive Agreement.



On September 7, 2020, AppFolio, Inc., a Delaware corporation ("AppFolio"),
entered into a Stock Purchase Agreement (the "Purchase Agreement") with
Mockingbird AcquisitionCo Inc., a Delaware corporation ("Buyer"), an entity
affiliated with funds advised by Apax Partners LLP ("Apax"), and MyCase, Inc., a
California corporation and wholly owned subsidiary of AppFolio ("MyCase") that
provides legal practice and case management software solutions to law firms.
Pursuant to the terms of the Purchase Agreement, AppFolio will sell 100% of the
issued and outstanding equity interests of MyCase to Buyer at an enterprise
value of $193 million (the "Transaction"). The cash to be received by AppFolio
is subject to certain customary adjustments specified in the Purchase Agreement.
AppFolio expects to use a portion of the net proceeds from the Transaction to
repay all borrowings under, and terminate, AppFolio's credit facility with Wells
Fargo Bank, National Association.

Each party's obligation to consummate the Transaction is subject to certain
closing conditions as set forth in the Purchase Agreement, including, among
others, (i) subject to certain exceptions, the accuracy of each party's
representations and warranties, (ii) performance in all material respects by
each of the parties of their respective covenants and obligations, (iii) the
receipt of antitrust approval and (iv) the absence of any law, injunction or
other order that prevents or makes illegal the consummation of the Transaction.
The closing of the Transaction (the "Closing") is expected to occur before the
end of the quarter ending September 30, 2020, subject to the satisfaction of the
closing conditions set forth above.

The Purchase Agreement contains customary representations, warranties and
covenants by each party that are subject, in some cases, to specified exceptions
and qualifications contained in the Purchase Agreement and the confidential
disclosure schedules related thereto. Pursuant to the Purchase Agreement and
subject to the conditions set forth therein, at the Closing, AppFolio and MyCase
will enter into certain ancillary agreements, including agreements relating to
post-Closing intellectual property matters and transition services.

The Purchase Agreement also includes certain termination rights, including (i)
at any time by the mutual agreement of AppFolio and Buyer, (ii) by either Buyer
or AppFolio if the Transaction is not consummated by November 19, 2020, (iii) by
either Buyer or AppFolio, if any order or law permanently prohibits the
consummation of the Transaction, (iv) by either Buyer or AppFolio, if the other
party is in breach of its respective representations and warranties or covenants
under the Purchase Agreement and such breach would reasonably be expected to
give rise to the failure of a closing condition (subject to a cure period) or
(v) by AppFolio, if (A) the conditions to the obligations of the parties to
Close set forth in the Purchase Agreement have otherwise been satisfied or
waived, (B) AppFolio and MyCase are ready, willing, and able to consummate the
Closing and (C) Buyer fails to consummate the Closing within three business days
after the date the Closing should have occurred pursuant to the terms of the
Purchase Agreement.

The foregoing description of the Purchase Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Purchase Agreement, which is attached hereto as Exhibit 2.1 to this Current
Report on Form 8-K and incorporated herein by reference. The Purchase Agreement
has been included to provide investors and stockholders with information
regarding its terms. It is not intended to provide any other information about
AppFolio or its subsidiaries and affiliates. The Purchase Agreement contains
representations, warranties and covenants by each of AppFolio and Buyer. These
representations, warranties and covenants were made solely for the benefit of
the parties to the Purchase Agreement and (i) may have been used for purposes of
allocating risk between the respective parties rather than establishing matters
as facts, (ii) may have been qualified in the Purchase Agreement by confidential
disclosure schedules that were delivered in connection with the signing of the
Purchase Agreement, which disclosure schedules may contain information that
modifies, qualifies and creates exceptions to the representations, warranties
and covenants set forth in the Purchase Agreement, (iii) may be subject to a
contractual standard of materiality applicable to the parties that differs from
what an investor or stockholder may view as material, and (iv) may have been
made only as of the date of the Purchase Agreement or as of another date or
dates as may be specified in the Purchase Agreement. Information concerning the
subject matter of the representations, warranties and covenants set forth in the
Purchase Agreement may change after the date of the Purchase Agreement, and any
such subsequent information may or may not be fully reflected in AppFolio's
public disclosures, if at all. Accordingly, investors and stockholders should
not rely upon the representations, warranties and covenants contained in the
Purchase Agreement or any descriptions thereof as characterizations of the
actual state of facts or condition of AppFolio or its subsidiaries and
affiliates.


Item 8.01 Other Events.

On September 8, 2020, AppFolio issued a press release announcing the Transaction. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.


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Forward-Looking Statements



This Current Report on Form 8-K contains "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, which statements are
subject to considerable risks and uncertainties. Forward-looking statements
include all statements that are not statements of historical fact contained in
this Current Report on Form 8-K, and can be identified by words such as
"anticipates," "believes," "seeks," "estimates," "expects," "intends," "may,"
"plans," "potential," "predicts," "projects," "should," "could," "will,"
"would," or similar expressions and the negatives of those expressions. In
particular, forward-looking statements contained in this Current Report on Form
8-K relate to, among other things, the closing of the Transaction and the
potential benefits of the Transaction. The following factors, among others,
could cause actual results to differ materially from those described in these
forward-looking statements: (i) the possibility that regulatory and other
approvals and conditions to the Transaction are not received or satisfied on a
timely basis or at all; (ii) the possibility that AppFolio may not fully realize
the projected benefits of the Transaction; (iii) changes in the anticipated
timing for closing the Transaction; (iv) business disruptions during the
pendency of or following the Transaction; (v) diversion of management time on
Transaction-related issues; (vi) the reaction of customers and other persons to
the Transaction; and (vii) other events that could adversely impact the
completion of the Transaction, including the ongoing COVID-19 pandemic and other
industry or economic conditions outside of AppFolio's control. Forward-looking
statements represent AppFolio's current beliefs and assumptions based on
information currently available. Forward-looking statements involve numerous
known and unknown risks, uncertainties and other factors that may cause
AppFolio's actual results, performance or achievements to be materially
different from any future results, performance or achievements expressed or
implied by the forward-looking statements. Some of the risks and uncertainties
that may cause AppFolio's actual results to materially differ from those
expressed or implied by these forward-looking statements are described in the
section entitled "Risk Factors" in AppFolio's annual report on Form 10-K for the
fiscal year ended December 31, 2019 and AppFolio's subsequent quarterly reports
on Form 10-Q, as well as in AppFolio's other filings with the U.S. Securities
and Exchange Commission. You should read this Current Report on Form 8-K with
the understanding that AppFolio's actual future results may be materially
different from the results expressed or implied by these forward-looking
statements. Except as required by applicable law or the rules of the NASDAQ
Global Market, AppFolio assumes no obligation to update any forward-looking
statements publicly, or to update the reasons actual results could differ
materially from those anticipated in these forward-looking statements, even if
new information becomes available in the future.


Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Number                     Description
2.1                                  Stock    Stock Purchase Agreement,

dated as of September 7, 2020, by and


                                   among Mockingbird AcquisitionCo Inc., AppFolio, Inc., and MyCase, Inc.†
99.1                                 Press release dated September 8, 2020.
104                                Cover Page Interactive Data File

(embedded within the inline XBRL document).



†Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees
to furnish supplementally a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange
Commission upon request.

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