What is Amcor paying for Berry, and how is it structured?

The deal is all-stock for equity: each Berry share converts into 7.25 Amcor ordinary shares, with about 119.5 million Berry shares (including expected award conversions) valued at about $8.7 billion using Amcor's $10.07 share price on February 14, 2025. Berry's debt of about $1.8 billion is repaid at close, bringing total purchase consideration to about $10.5 billion. Final value will move with Amcor's share price until closing.

How much will the deal dilute Amcor's per-share earnings?

On these pro forma figures, FY2024 basic EPS would be $0.33 versus $0.51 reported, a decline of about 35%. For the six months ended December 31, 2024, basic EPS would be $0.18 versus $0.25. The main cause is the issuance of roughly 866 million new shares, which lifts the weighted share count from about 1.44 billion to about 2.31 billion. Pro forma results also include merger-related amortization and transaction costs, and they exclude expected synergies, so they are not a forecast.

How will the deal change Amcor's debt and leverage?

Pro forma debt is roughly $13.8 billion, more than double Amcor's standalone level of about $6.9 billion. The company is issuing $1.75 billion of unsecured notes at an assumed weighted-average rate of about 5.37% to refinance Berry debt subject to change-of-control provisions, and it has a $2.2 billion bridge facility as a backstop. The filing does not provide a pro forma EBITDA or leverage ratio, so investors should obtain those from the merger proxy or subsequent disclosures to assess credit metrics.

What are the main accounting effects investors should understand?

Amcor will apply acquisition accounting, recording about $3.8 billion of intangible assets with useful lives of roughly 2 to 13 years, and about $6.7 billion of total goodwill, of which $2.6 billion is incremental to Berry's existing goodwill. Property, plant and equipment is stepped up by about $0.7 billion. These estimates are preliminary and based on third-party studies with limited forecasts, so final allocations may change. The step-up in intangible amortization is a significant drag on reported GAAP earnings even though it is non-cash.

What could prevent or delay the transaction?

The filing lists risks including failure to satisfy closing conditions or obtain regulatory approvals on acceptable terms, inability to obtain financing on favorable terms, integration challenges, customer and management retention, and potential litigation. The Form S-4 joint proxy statement/prospectus was declared effective on January 23, 2025. The Notes carry a mandatory redemption at 101% of principal if the merger does not close. This 8-K itself does not confirm closing timing or shareholder vote outcomes, so investors should consult the latest company disclosures.

AMCR/AMCCF 8-K SEC Disclosure

01—Abstract

Summary

Summary of the 8-K filed March 10, 2025. Cited figures are marked; the original filing is the authoritative source.

Amcor plc filed this Form 8-K on March 10, 2025 to furnish unaudited pro forma condensed combined financial statements for its pending all-stock acquisition of Berry Global Group, announced November 19, 2024.

Berry will become a wholly-owned subsidiary, and each Berry share converts into 7.25 Amcor ordinary shares. Management values the transaction at about $10.5 billion^a: roughly $8.7 billion of equity consideration (based on Amcor's $10.07 share price on February 14, 2025) plus about $1.8 billion of Berry debt repaid at close. The filing is illustrative and does not represent actual results or future performance.

The pro forma figures show a much larger company but meaningfully lower per-share earnings. Combined FY2024 net sales would be about $23.3 billion^b, up from Amcor's $13.6 billion, and pro forma net income attributable to Amcor would be about $750 million. Pro forma basic EPS falls to $0.33 from Amcor's historical $0.51, mainly because the weighted share count rises from about 1.44 billion to about 2.31 billion.

For the six months ended December 31, 2024, pro forma basic EPS is $0.18^c versus $0.25 historically. Pro forma interest expense roughly doubles to about $664 million for FY2024, reflecting the assumed Berry debt and new financing. The balance sheet grows substantially.

Pro forma total assets are about $35.6 billion^d, with goodwill rising by about $2.6 billion to roughly $11.9 billion and intangibles rising to about $6.3 billion, which implies sizeable future amortization. Financing includes $1.75 billion of unsecured notes at an assumed weighted-average rate of about 5.37%, plus a $2.2 billion bridge facility as a backstop.

Berry's Specialty Tapes business was sold for $443 million (closed February 3, 2025), with proceeds used to repay debt. Investors should weigh the strategic scale benefits against higher leverage, integration risk, and purchase accounting estimates that the company describes as preliminary.

02—Key points

Key Highlights

Transaction value of about $10.5 billion: ~$8.7 billion in equity (119.5 million Berry shares at a 7.25x exchange ratio) plus ~$1.8 billion of Berry debt repaid at close.
Pro forma FY2024 net sales of $23.3 billion versus Amcor's standalone $13.6 billion, with pro forma net income attributable to Amcor of about $750 million.
Pro forma basic EPS dilution: $0.33 for FY2024 versus $0.51 reported, and $0.18 for the six months ended December 31, 2024 versus $0.25; the decline is driven mainly by about 866 million new shares.
Purchase accounting adds about $3.8 billion of intangible asset fair value (including $4.6 billion of customer relationships in the purchase price allocation) and $2.6 billion of incremental goodwill, increasing future amortization charges.
Pro forma interest expense rises to about $664 million for FY2024 from $348 million, reflecting ~$1.75 billion of new unsecured notes at ~5.37% and ~$5.1 billion of Berry debt assumed.
Pro forma total debt is roughly $13.8 billion against about $571 million of pro forma cash, compared with Amcor's standalone debt of about $6.9 billion.
The Specialty Tapes divestiture ($443 million, closed February 3, 2025) and the earlier HHNF spin-off/merger with Glatfelter (Magnera) reshape Berry's portfolio before closing; a $2.2 billion bridge facility backs up the refinancing if the notes are not issued.

03—Questions

Frequently Asked Questions

What is Amcor paying for Berry, and how is it structured?
The deal is all-stock for equity: each Berry share converts into 7.25 Amcor ordinary shares, with about 119.5 million Berry shares (including expected award conversions) valued at about $8.7 billion using Amcor's $10.07 share price on February 14, 2025. Berry's debt of about $1.8 billion is repaid at close, bringing total purchase consideration to about $10.5 billion. Final value will move with Amcor's share price until closing.
How much will the deal dilute Amcor's per-share earnings?
On these pro forma figures, FY2024 basic EPS would be $0.33 versus $0.51 reported, a decline of about 35%. For the six months ended December 31, 2024, basic EPS would be $0.18 versus $0.25. The main cause is the issuance of roughly 866 million new shares, which lifts the weighted share count from about 1.44 billion to about 2.31 billion. Pro forma results also include merger-related amortization and transaction costs, and they exclude expected synergies, so they are not a forecast.
How will the deal change Amcor's debt and leverage?
Pro forma debt is roughly $13.8 billion, more than double Amcor's standalone level of about $6.9 billion. The company is issuing $1.75 billion of unsecured notes at an assumed weighted-average rate of about 5.37% to refinance Berry debt subject to change-of-control provisions, and it has a $2.2 billion bridge facility as a backstop. The filing does not provide a pro forma EBITDA or leverage ratio, so investors should obtain those from the merger proxy or subsequent disclosures to assess credit metrics.
What are the main accounting effects investors should understand?
Amcor will apply acquisition accounting, recording about $3.8 billion of intangible assets with useful lives of roughly 2 to 13 years, and about $6.7 billion of total goodwill, of which $2.6 billion is incremental to Berry's existing goodwill. Property, plant and equipment is stepped up by about $0.7 billion. These estimates are preliminary and based on third-party studies with limited forecasts, so final allocations may change. The step-up in intangible amortization is a significant drag on reported GAAP earnings even though it is non-cash.
What could prevent or delay the transaction?
The filing lists risks including failure to satisfy closing conditions or obtain regulatory approvals on acceptable terms, inability to obtain financing on favorable terms, integration challenges, customer and management retention, and potential litigation. The Form S-4 joint proxy statement/prospectus was declared effective on January 23, 2025. The Notes carry a mandatory redemption at 101% of principal if the merger does not close. This 8-K itself does not confirm closing timing or shareholder vote outcomes, so investors should consult the latest company disclosures.

04—Continue

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