ZURICH, March 13,
2025 /PRNewswire/ -- Amcor plc (NYSE:AMCR;
ASX:AMC) ("Amcor") announced today that Amcor Flexibles North
America, Inc. ("AFNA"), a wholly-owned subsidiary of Amcor, has
priced a private offering (the "Offering") of guaranteed senior
notes in an aggregate principal amount of $2.2 billion (collectively, the "Notes"). The
Notes consist of (i) US$725,000,000
principal amount of 4.800% Guaranteed Senior Notes due 2028, (ii)
US$725,000,000 principal amount of
5.100% Guaranteed Senior Notes due 2030 and (iii) US$750,000,000 principal amount of 5.500%
Guaranteed Senior Notes due 2035. The Offering is expected to close
on March 17, 2025, subject to the
satisfaction of customary closing conditions. The Notes will be
senior unsecured obligations of AFNA and will be unconditionally
guaranteed on a senior unsecured basis by Amcor and certain of its
subsidiaries that guarantee existing registered notes issued by
AFNA.
Amcor intends to use the net proceeds from the offering to repay
certain existing indebtedness of Berry Global Group, Inc. ("Berry")
in connection with the closing of Amcor's previously announced
merger with Berry (the "Merger"). All of the Notes, other than the
4.800% Guaranteed Senior Notes due 2028, will be subject to a
special mandatory redemption if the Merger is not consummated by
five (5) business days after the "Outside Date" under the merger
agreement.
The Notes and the guarantees have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or the
securities laws of any state or any other jurisdiction. The Notes
are being offered and sold in the United
States only to persons reasonably believed to be qualified
institutional buyers (as defined in Rule 144A, "QIBs") in reliance
on Rule 144A under the Securities Act ("Rule 144A") and to certain
non-U.S. persons, in transactions outside the United States, in reliance on Regulation S
under the Securities Act ("Regulation S"). Prospective purchasers
that are QIBs are hereby notified that the sellers of the
Notes may be relying on the exemption from Section 5 of the
Securities Act pursuant to Rule 144A. The Notes are subject to
certain restrictions on transfer and may only be offered or sold in
transactions exempt from, or not subject to, the registration
requirements of the Securities Act and other applicable securities
laws.
A confidential offering memorandum for the Offering of the Notes
has been made available to such eligible persons. The Offering is
being conducted in accordance with the terms and subject to the
conditions set forth in such confidential offering memorandum.
This press release is for informational purpose only and does
not constitute an offer to sell or purchase, or a solicitation of
an offer to sell or purchase, the Notes or any other security. No
offer, solicitation, purchase or sale will be made in any
jurisdiction in which such an offer, solicitation or sale would be
unlawful.
About Amcor
Amcor plc is a global leader in developing and producing
responsible packaging solutions across a variety of materials for
food, beverage, pharmaceutical, medical, home and personal-care,
and other products. Amcor works with leading companies around the
world to protect products, differentiate brands, and improve supply
chains. The Company offers a range of innovative, differentiating
flexible and rigid packaging, specialty cartons, closures and
services. The company is focused on making packaging that is
increasingly recyclable, reusable, lighter weight and made using an
increasing amount of recycled content. In fiscal year 2024, 41,000
Amcor people generated $13.6 billion
in annual sales from operations that span 212 locations in 40
countries. NYSE: AMCR; ASX: AMC
Cautionary Statement Regarding Forward-Looking
Information
The information contained in this press release includes certain
statements that are "forward-looking statements" within the meaning
of the safe harbor provisions of the U.S. Private Securities
Litigation Reform Act of 1995. Forward-looking statements are
generally identified with words like "believe," "expect," "target,"
"project," "may," "could," "would," "approximately," "possible,"
"will," "should," "intend," "plan," "anticipate," "commit,"
"estimate," "potential," "ambitions," "outlook," or "continue," the
negative of these words, other terms of similar meaning, or the use
of future dates. Such statements, including projections as to the
anticipated benefits of the proposed Transaction (as defined
herein), the impact of the proposed Transaction on Amcor's business
and future financial and operating results and prospects, and the
amount and timing of synergies from the proposed Transaction, as
well as the consummation of the Offering and the use of proceeds
therefrom, are based on the current estimates, assumptions,
projections and expectations of the management of Amcor and are
qualified by the inherent risks and uncertainties surrounding
future expectations generally. Actual results could differ
materially from those currently anticipated due to a number of
risks and uncertainties many of which are beyond Amcor's control.
Neither Amcor nor any of its respective directors, executive
officers, or advisors, provide any representation, assurance, or
guarantee that the occurrence of the events expressed or implied in
any forward-looking statements will actually occur or if any of
them do occur, what impact they will have on the business, results
of operations or financial condition of Amcor. Should any risks and
uncertainties develop into actual events, these developments could
have a material adverse effect on Amcor's business, the proposed
Transaction and the ability to successfully complete the proposed
Transaction and realize its expected benefits. Risks and
uncertainties that could cause actual results to differ from
expectations include, but are not limited to: occurrence of any
event, change or other circumstance that could give rise to the
termination of the Agreement and Plan of Merger ("Merger
Agreement") in connection with the proposed merger (the
"Transaction") of Amcor and Berry Global Group, Inc. ("Berry");
risk that the conditions to the completion of the proposed
Transaction with Berry (including shareholder and regulatory
approvals) are not satisfied in a timely manner or at all; risks
arising from the integration of the Amcor and Berry businesses;
risk that the anticipated benefits of the proposed Transaction may
not be realized when expected or at all; risk of unexpected costs
or expenses resulting from the proposed Transaction; risk of
litigation related to the proposed Transaction; risks related to
the disruption of management's time from ongoing business
operations as a result of the proposed Transaction; risk that the
proposed Transaction may have an adverse effect on the ability of
Amcor or Berry to retain key personnel and customers; general
economic, market and social developments and conditions; evolving
legal, regulatory and tax regimes under which Amcor and Berry
operate; potential business uncertainty, including changes to
existing business relationships, during the pendency of the
proposed Transaction that could affect Amcor or Berry's financial
performance; changes in consumer demand patterns and customer
requirements in numerous industries; the loss of key customers, a
reduction in their production requirements, or consolidation among
key customers; significant competition in the industries and
regions in which Amcor and Berry operate; an inability to expand
Amcor or Berry's current business effectively through either
organic growth, including product innovation, investments, or
acquisitions; challenging global economic conditions; impacts of
operating internationally; price fluctuations or shortages in the
availability of raw materials, energy, and other inputs which could
adversely affect Amcor or Berry's business; production, supply, and
other commercial risks, including counterparty credit risks, which
may be exacerbated in times of economic volatility; pandemics,
epidemics, or other disease outbreaks; an inability to attract and
retain Amcor or Berry's global executive team and Amcor or Berry's
skilled workforce and manage key transitions; labor disputes and an
inability to renew collective bargaining agreements at acceptable
terms; physical impacts of climate change; cybersecurity risks,
which could disrupt Amcor or Berry's operations or risk of loss of
Amcor or Berry's sensitive business information; failures or
disruptions in Amcor or Berry's information technology systems
which could disrupt operations, compromise customer, employee,
supplier, and other data; a significant increase in Amcor or
Berry's indebtedness or a downgrade in Amcor or Berry's credit
rating could reduce operating flexibility and increase borrowing
costs and negatively affect financial condition and results of
operations; rising interest rates that increase Amcor and Berry's
borrowing costs on Amcor and Berry's variable rate indebtedness and
could have other negative impacts; foreign exchange rate risk; a
significant write-down of goodwill and/or other intangible assets;
a failure to maintain an effective system of internal control over
financial reporting; an inability of Amcor and Berry's insurance
policies, including Amcor and Berry's use of a captive insurance
company, to provide adequate protection against all of the risks
Amcor and Berry face; an inability to defend Amcor and Berry's
intellectual property rights or intellectual property infringement
claims against us; litigation, including product liability claims
or litigation related to Environmental, Social, and Governance
("ESG"), matters or regulatory developments; increasing scrutiny
and changing expectations from investors, customers, suppliers, and
governments with respect to Amcor or Berry's ESG practices and
commitments resulting in additional costs or exposure to additional
risks; changing ESG government regulations including
climate-related rules; changing environmental, health, and safety
laws; changes in tax laws or changes in Amcor or Berry's geographic
mix of earnings; and other risks and uncertainties are supplemented
by those identified from time to time in Amcor's filings with the
Securities and Exchange Commission (the "SEC"), including without
limitation, those described under Part I, "Item 1A – Risk Factors"
in Amcor's Annual Report on Form 10-K for the fiscal year ended
June 30, 2024 and as updated by
Amcor's quarterly reports on Form 10-Q. You can obtain copies of
Amcor's filings with the SEC for free at the SEC's website
(www.sec.gov). Forward-looking statements included herein are made
only as of the date hereof and Amcor does not undertake any
obligation to update any forward-looking statements, or any other
information in this communication, as a result of new information,
future developments or otherwise, or to correct any inaccuracies or
omissions in them which become apparent, except as expressly
required by law. All forward-looking statements in this
communication are qualified in their entirety by this cautionary
statement.
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SOURCE Amcor
