01—Abstract
Summary
Summary of the 8-K filed February 26, 2025. Cited figures are marked; the original filing is the authoritative source.
On February 26, 2025, Amcor plc (NYSE: AMCR) launched consent solicitations to holders of five series of senior secured notes issued by its pending acquisition target, Berry Global, Inc. (the Berry Issuer).
The notes cover EUR 1.50%a 2027, USD 1.65% 2027, USD 5.50% 2028, USD 5.800% 2031 and USD 5.650% 2034 notes. The solicitations seek amendments that would let Amcor provide an unconditional parent guarantee of the Berry notes. If that guarantee is provided, Berry's liens and guarantee on those notes could be released, and the Berry notes would then rank equally with Amcor's existing senior notes.
Holders who consent by the March 5, 2025 expiration would receive a cash payment of 2.50 per 1,000 of principal (EUR for the euro notes, USD for the dollar notes). The solicitations are a financing and credit-structure step tied to the previously announced merger of Amcor's Merger Sub into Berry, announced November 19, 2024. Amcor and Berry's obligations to complete the merger are not conditioned on the consent solicitations succeeding.
The amendments only become operative once the consent payments are made, which occurs only if the merger closes. The Berry 1.57%b 2026 and 4.875% 2026 notes are excluded from the solicitations and are expected to be repaid, after which the Berry Global Group guarantee of Amcor's notes would be released. For investors, the filing is primarily a disclosure of a liability management step that aligns Berry's debt with Amcor's credit profile post-merger.
The consent payments are small relative to the notes' size, and the filing contains no new financial results or guidance. The main sources of uncertainty remain closing conditions, regulatory approval, financing, integration, and the combined company's credit rating.
02—Key points
Key Highlights
- Amcor launched consent solicitations on February 26, 2025 covering five series of Berry Global, Inc. senior secured notes, including EUR 1.50% 2027 notes and USD 1.65% 2027, 5.50% 2028, 5.800% 2031 and 5.650% 2034 notes.
- Proposed amendments would allow lien releases and automatic release of Berry's guarantee on the notes if Amcor provides an unconditional parent guarantee, aligning them with Amcor's existing senior notes.
- Consent payments are EUR 2.50 per EUR 1,000 for the euro notes and USD 2.50 per USD 1,000 for the dollar notes, payable only to holders who validly consent and only if the merger closes.
- Consents must reach at least two-thirds of outstanding principal for each series. The record date was February 25, 2025, the revocation deadline is March 5, 2025, and the solicitations expire at 5:00 p.m. New York time on March 5, 2025 unless extended.
- The solicitations are tied to the merger announced November 19, 2024, in which Aurora Spirit, Inc. (Amcor's Merger Sub) will merge into Berry. Merger completion is not conditioned on the consent solicitations succeeding.
- The Berry 2026 notes (1.57% and 4.875%) are excluded; upon their repayment, Berry Global Group's guarantee of Amcor's notes would be released.
- The filing contains no new financial results or guidance and is primarily a debt and credit-structure disclosure furnished under Item 7.01 and not deemed filed under Section 18 of the Exchange Act.
03—Questions
Frequently Asked Questions
What is Amcor asking Berry noteholders to approve?
Amcor is soliciting consents to amend the indentures governing five series of Berry Global, Inc. notes. The amendments would release the liens and Berry's guarantee on those notes if Amcor provides an unconditional parent guarantee of the notes. The result would be that those Berry notes rank equally with Amcor's existing senior notes.
How much will noteholders receive for consenting?
Holders who validly consent and do not revoke receive EUR 2.50 per EUR 1,000 of principal for the 1.50% 2027 euro notes, and USD 2.50 per USD 1,000 of principal for the 1.65% 2027, 5.50% 2028, 5.800% 2031 and 5.650% 2034 dollar notes. Payment occurs only if the required consents are received and the merger is completed.
Does the success of the consent solicitations affect the Amcor-Berry merger?
No. The filing states that the obligations of Amcor and Berry to complete the merger are not conditioned on the successful completion of the consent solicitations. The merger remains subject to its own closing conditions, including regulatory approvals and other conditions in the merger agreement.
What are the key dates for noteholders?
The record date was 5:00 p.m. New York time on February 25, 2025. The revocation deadline and expiration date are both March 5, 2025, at 5:00 p.m. New York time, unless Amcor extends the expiration. Consents can be revoked until the revocation deadline, but not after a supplemental indenture becomes effective.
Why are the Berry 2026 notes excluded from the solicitation, and what happens to them?
The 1.57% and 4.875% Berry notes due 2026 are not part of the consent solicitations and are not expected to receive Amcor subsidiary guarantees. Once they are repaid, the Berry Global Group guarantee of Amcor's notes would be released, which is part of the intended post-merger structure.
04—Continue