How large was the Berry Global acquisition, and how was it paid for?

The total purchase consideration was about $10.4 billion. This consisted of roughly $8.2 billion in Amcor ordinary shares issued to Berry shareholders (7.25 Amcor shares per Berry share, based on a $9.33 Amcor share price) and about $2.2 billion of Berry debt that had to be repaid at closing. Amcor also assumed about $5.2 billion of Berry's existing debt.

How would the merger have affected Amcor's earnings per share?

On a pro forma basis, basic EPS for fiscal 2024 would have been $0.33, compared with $0.51 reported by Amcor standalone. For the nine months ended March 31, 2025, pro forma basic EPS would be $0.35 and diluted EPS $0.34, versus $0.38 standalone. The decline is driven mainly by roughly 880 million new shares issued in the merger and by higher amortization from acquired intangibles, partly offset by Berry's earnings contribution.

How much did the merger increase Amcor's debt and leverage?

Pro forma total debt is about $16.2 billion (current and long-term debt combined), compared with roughly $8.8 billion for Amcor standalone at March 31, 2025. The increase reflects the $2.2 billion of new unsecured notes and Berry debt assumed. The notes carry a weighted-average interest rate of about 5.14%, and pro forma interest expense rises to about $670 million for fiscal 2024.

Why does the pro forma balance sheet show large goodwill and intangible asset increases?

Under acquisition accounting, Berry's assets and liabilities are recorded at estimated fair value, and the excess of the purchase price over those values is recorded as goodwill. Goodwill rises to about $12.1 billion pro forma, and other intangibles to about $6.6 billion, including about $5.0 billion of customer relationships amortized over 13 years. These purchase price allocations are preliminary and may change once final valuations are complete, which could affect future amortization and reported earnings.

What does this 8-K/A change compared with the original April 30, 2025 filing?

The original 8-K reported the merger's completion. This amendment adds the required pro forma financial information under Item 9.01(b), which had not been included at closing. The pro forma statements are illustrative, use Berry's recast historical results (excluding the HHNF and Specialty Tapes businesses), and do not include expected synergies or integration costs, so they should not be read as a forecast of Amcor's future results.

AMCR/AMCCF 8-K SEC Disclosure

01—Abstract

Summary

Summary of the 8-K/A filed July 14, 2025. Cited figures are marked; the original filing is the authoritative source.

Amcor plc's Form 8-K/A (filed July 14, 2025) supplements its April 30, 2025 report on the completed merger with Berry Global Group, Inc. by adding unaudited pro forma condensed combined financial statements.

The filing shows the combined company as it would have looked had the merger closed on March 31, 2025 for the balance sheet and July 1, 2023 for the income statements. The pro forma figures are illustrative only and do not represent Amcor's actual reported results. The transaction was valued at about $10.4 billion^a, comprising roughly $8.2 billion of equity consideration (Berry shareholders received 7.25 Amcor shares per Berry share, based on Amcor's $9.33 share price on April 29, 2025) and about $2.2 billion of Berry debt repaid at closing.

Amcor assumed about $5.2 billion^b of Berry's debt, and the combined company's pro forma net sales were $23.3 billion for fiscal 2024 and $17.2 billion for the nine months ended March 31, 2025, roughly 71% and 74% above Amcor's standalone figures. The combined company's pro forma total debt rises to roughly $16.2 billion, up from about $8.8 billion for Amcor standalone, and goodwill increases to about $12.1 billion, reflecting $6.8 billion of goodwill recognized on Berry's purchase price allocation. For shareholders, the key point is dilution and higher leverage.

Pro forma basic EPS falls to $0.33^c for fiscal 2024 from Amcor's reported $0.51, and to $0.35 basic and $0.34 diluted for the nine months ended March 31, 2025, from Amcor's reported $0.38. The drop reflects about 880 million incremental shares and substantial new amortization of acquired intangibles (about $4.1 billion of intangibles recognized, including $5.0 billion of customer relationships). The purchase price allocation is preliminary, and the filing notes that Amcor has not yet finalized accounting policy alignment or integration-related effects, which are excluded from these figures.

02—Key points

Key Highlights

Total purchase consideration of about $10.4 billion: roughly $8.2 billion in Amcor equity (about 880 million new shares at a 7.25 exchange ratio) plus $2.2 billion of Berry debt repaid at closing.
Pro forma net sales of $23.3 billion for fiscal 2024 and $17.2 billion for the nine months ended March 31, 2025, versus Amcor standalone figures of $13.6 billion and $9.9 billion.
Pro forma basic EPS of $0.33 for fiscal 2024 (vs. $0.51 reported by Amcor standalone) and $0.35 basic / $0.34 diluted for the nine months ended March 31, 2025 (vs. $0.38 standalone), reflecting significant share dilution.
Financing: Amcor issued $2.2 billion of unsecured notes at a weighted-average rate of about 5.14% to refinance Berry debt subject to change-of-control provisions, with about $1.8 billion of Berry debt repaid at closing.
Pro forma total debt of roughly $16.2 billion against combined pro forma cash of $2.4 billion, a material increase in leverage versus Amcor's standalone balance sheet.
Preliminary purchase accounting adds about $4.1 billion of intangible assets and $2.6 billion of incremental goodwill, creating ongoing amortization expense (e.g., $271 million of pro forma annual intangible amortization for fiscal 2024) that weighs on reported earnings.
Berry's HHNF business was spun off into Magnera and its Specialty Tapes business was sold, so the pro forma results exclude these operations.

03—Questions

Frequently Asked Questions

How large was the Berry Global acquisition, and how was it paid for?
The total purchase consideration was about $10.4 billion. This consisted of roughly $8.2 billion in Amcor ordinary shares issued to Berry shareholders (7.25 Amcor shares per Berry share, based on a $9.33 Amcor share price) and about $2.2 billion of Berry debt that had to be repaid at closing. Amcor also assumed about $5.2 billion of Berry's existing debt.
How would the merger have affected Amcor's earnings per share?
On a pro forma basis, basic EPS for fiscal 2024 would have been $0.33, compared with $0.51 reported by Amcor standalone. For the nine months ended March 31, 2025, pro forma basic EPS would be $0.35 and diluted EPS $0.34, versus $0.38 standalone. The decline is driven mainly by roughly 880 million new shares issued in the merger and by higher amortization from acquired intangibles, partly offset by Berry's earnings contribution.
How much did the merger increase Amcor's debt and leverage?
Pro forma total debt is about $16.2 billion (current and long-term debt combined), compared with roughly $8.8 billion for Amcor standalone at March 31, 2025. The increase reflects the $2.2 billion of new unsecured notes and Berry debt assumed. The notes carry a weighted-average interest rate of about 5.14%, and pro forma interest expense rises to about $670 million for fiscal 2024.
Why does the pro forma balance sheet show large goodwill and intangible asset increases?
Under acquisition accounting, Berry's assets and liabilities are recorded at estimated fair value, and the excess of the purchase price over those values is recorded as goodwill. Goodwill rises to about $12.1 billion pro forma, and other intangibles to about $6.6 billion, including about $5.0 billion of customer relationships amortized over 13 years. These purchase price allocations are preliminary and may change once final valuations are complete, which could affect future amortization and reported earnings.
What does this 8-K/A change compared with the original April 30, 2025 filing?
The original 8-K reported the merger's completion. This amendment adds the required pro forma financial information under Item 9.01(b), which had not been included at closing. The pro forma statements are illustrative, use Berry's recast historical results (excluding the HHNF and Specialty Tapes businesses), and do not include expected synergies or integration costs, so they should not be read as a forecast of Amcor's future results.

04—Continue

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