8-KMaterial AgreementsFinancial EventsExhibits & Filings

Amcor plc 8-K Report, Material Agreement (Jun 27, 2019)

Filed June 27, 2019For Securities:AMCRAMCCF

Summary

Amcor plc (AMCR) filed an 8-K on June 27, 2019, reporting the effectiveness of amendments to two private placement note agreements. These amendments, specifically Amendment No. 2 to the 2009 Note Agreement and Amendment No. 2 to the 2010 Note Agreement, became effective on June 21, 2019, following the satisfaction of certain conditions. The key impact for investors is that Amcor plc has now been added as the Parent Guarantor under these agreements. This means Amcor plc is now directly guaranteeing the financial obligations of its subsidiary, Amcor Finance (USA), Inc. ('AFIN USA'), specifically for the 2009 Series C Notes (due December 15, 2021) and the 2010 Series B Notes (due September 1, 2020). These amendments modify existing debt structures and introduce Amcor plc's direct guarantee over these specific senior unsecured notes. The agreements contain typical affirmative and negative covenants, including restrictions on granting liens, selling assets, and incurring additional subsidiary debt, along with customary events of default. Investors should note that this filing formalizes Amcor plc's direct responsibility for these particular debt instruments, enhancing the credit security for the noteholders of the 2009 Series C and 2010 Series B notes.

Key Highlights

  • 1Amcor plc has become the Parent Guarantor for specific senior unsecured notes issued by its subsidiary, Amcor Finance (USA), Inc.
  • 2The amendments relate to the 2009 Series C Senior Notes (due December 15, 2021) and the 2010 Series B Senior Notes (due September 1, 2020).
  • 3These changes became effective on June 21, 2019, following the satisfaction of precedent conditions.
  • 4The amendments implement Amcor plc's direct guarantee of the financial obligations related to these notes.
  • 5The Amended Note Agreements include standard affirmative and negative covenants common in private placement debt.
  • 6Negative covenants restrict Amcor plc from granting liens, selling assets, and incurring additional subsidiary debt, with customary exceptions.
  • 7The agreements outline usual events of default, including non-payment, cross-defaults, insolvency, and breaches of covenants.

Frequently Asked Questions

The primary impact is that Amcor plc has formally stepped in as the Parent Guarantor for the 2009 Series C Notes and the 2010 Series B Notes. This means Amcor plc is now directly guaranteeing the financial obligations associated with these specific debt instruments issued by its subsidiary, AFIN USA.

No, these amendments specifically pertain to two private placement note agreements: the 2009 Series C Notes and the 2010 Series B Notes. They do not necessarily apply to all of Amcor's outstanding debt obligations.

The 2009 Series C Notes have a scheduled maturity date of December 15, 2021, and the 2010 Series B Notes have a scheduled maturity date of September 1, 2020.

Yes, the Amended Note Agreements contain customary negative covenants that restrict Amcor plc's ability to grant liens, sell assets, and incur additional subsidiary debt, subject to standard exceptions typically found in such financing agreements.