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Amcor plc 8-K Report, Corporate Update (Mar 13, 2025)

Filed March 13, 2025For Securities:AMCRAMCCF

Summary

Amcor plc (AMCR) has announced the pricing of a private offering of $2.2 billion in guaranteed senior notes by its subsidiary, Amcor Flexibles North America, Inc. (AFNA). These notes are being issued across three tranches with varying maturities and interest rates: US$725 million of 4.800% notes due 2028, US$725 million of 5.100% notes due 2030, and US$750 million of 5.500% notes due 2035. The proceeds from this offering are earmarked for the repayment of existing indebtedness related to Amcor's pending merger with Berry Global Group, Inc. (Berry). This financing is a crucial step in facilitating the completion of the Berry merger, which remains subject to customary closing conditions and the 'Outside Date' specified in the merger agreement.

Key Highlights

  • 1Amcor's subsidiary, AFNA, priced a $2.2 billion private offering of guaranteed senior notes.
  • 2The notes are offered in three tranches: $725M (4.800% due 2028), $725M (5.100% due 2030), and $750M (5.500% due 2035).
  • 3Proceeds will be used to repay existing indebtedness of Berry Global Group, Inc. in connection with the pending merger.
  • 4The offering is expected to close on March 17, 2025.
  • 5All notes, except the 2028 tranche, will be subject to special mandatory redemption if the Berry merger is not consummated by a specified date.
  • 6The notes are being offered to qualified institutional buyers (QIBs) and certain non-U.S. persons under Rule 144A and Regulation S, respectively.
  • 7The financing directly supports Amcor's strategic acquisition of Berry Global Group.

Frequently Asked Questions

The primary purpose of this offering is to raise capital to repay certain existing indebtedness of Berry Global Group, Inc. This is a key financial step required for the completion of Amcor's previously announced merger with Berry.

The notes are structured into three tranches: US$725 million of 4.800% Guaranteed Senior Notes due 2028, US$725 million of 5.100% Guaranteed Senior Notes due 2030, and US$750 million of 5.500% Guaranteed Senior Notes due 2035. They are senior unsecured obligations of AFNA and are guaranteed by Amcor and certain of its subsidiaries.

All of the notes, with the exception of the 4.800% Guaranteed Senior Notes due 2028, will be subject to a special mandatory redemption if the merger with Berry is not consummated within five business days after the 'Outside Date' defined in the merger agreement. This provides a mechanism to unwind the financing if the transaction does not proceed.

The notes are being offered privately to qualified institutional buyers (QIBs) in the United States under Rule 144A of the Securities Act of 1933, and to certain non-U.S. persons outside the United States under Regulation S. This indicates that the offering is not a public offering and is restricted to sophisticated investors.