8-KMaterial AgreementsRegulation FDOther Events+1

Amcor plc 8-K Report, Material Agreement (Nov 19, 2024)

Filed November 19, 2024For Securities:AMCRAMCCF

Summary

Amcor plc has announced a significant strategic move by entering into a definitive Agreement and Plan of Merger with Berry Global Group, Inc. This transaction will be structured as a merger of Amcor's subsidiary, Aurora Spirit, Inc., with and into Berry Global Group, Inc., resulting in Berry becoming a wholly-owned subsidiary of Amcor. The unanimous approval from the boards of directors of both Amcor and Berry underscores the strategic alignment and anticipated benefits of this combination. This acquisition is poised to reshape Amcor's market position and operational footprint. Investors should note the exchange ratio of 7.25 Amcor ordinary shares for each share of Berry common stock, which forms the core of the deal's financial structure. The merger also includes provisions for governance adjustments, with four Berry directors expected to join the Amcor Board, ensuring representation from the acquired entity. The financing for this transaction involves a $3.0 billion bridge loan facility to refinance Berry's existing debt, indicating a robust financial commitment to the deal's completion. The transaction is subject to customary closing conditions, including shareholder and regulatory approvals.

Key Highlights

  • 1Amcor plc enters into a definitive Agreement and Plan of Merger with Berry Global Group, Inc.
  • 2The transaction is structured as a merger of Amcor's subsidiary with Berry, making Berry a wholly-owned subsidiary of Amcor.
  • 3Each share of Berry common stock will be converted into 7.25 Amcor ordinary shares, plus cash in lieu of fractional shares.
  • 4The governance of Amcor will be adjusted to include four directors from the Berry Board.
  • 5Amcor has secured a $3.0 billion unsecured 364-day bridge loan facility to refinance specified Berry indebtedness.
  • 6The merger agreement includes customary representations, warranties, covenants, and termination rights, with a $260 million termination fee applicable under certain circumstances for each party.
  • 7Completion of the merger is contingent upon shareholder approvals from both Amcor and Berry, as well as regulatory approvals, including antitrust clearance.

Frequently Asked Questions

This 8-K filing announces that Amcor plc has entered into a material definitive agreement to acquire Berry Global Group, Inc. through a merger. It outlines the key terms of the merger agreement, the consideration to be paid, governance changes, financing arrangements, and conditions for closing.

Berry Global Group, Inc. shareholders will receive 7.25 Amcor ordinary shares for each share of Berry common stock they own. Amcor shareholders will see their company grow through this acquisition, and the governance of Amcor will be adjusted to include representatives from Berry's board. Both Amcor and Berry shareholders will need to approve the transaction.

Amcor has arranged a $3.0 billion unsecured 364-day bridge loan facility. This facility is intended to refinance certain existing indebtedness of Berry, ensuring that the financial obligations associated with the acquisition and Berry's prior debt are managed.

The completion of the merger is subject to several conditions, including the adoption of the merger agreement by Berry's stockholders, the approval of the share issuance by Amcor's shareholders, the expiration or termination of waiting periods under antitrust laws (like the Hart-Scott-Rodino Act), receipt of other regulatory approvals, and the absence of any legal impediments. Accuracy of representations and warranties and performance of obligations by both parties are also conditions.