UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
June 23, 2020 (June 16, 2020)
AMCOR PLC
(Exact Name of Registrant as Specified in its Charter)
| Jersey (Channel Islands) | | 001-38932 | | 98-1455367 |
(State or Other Jurisdiction Of
Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
83 Tower Road North
Warmley, Bristol
United Kingdom
(Address of principal executive offices)
BS30 8XP
(Zip Code)
Registrant’s telephone number, including area code:+44 117 9753200
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class | | Trading Symbol(s) | | Name of each exchange on which
registered |
| Ordinary Shares, par value $0.01 per share | | AMCR | | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (*230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (*240.12b-2 of this chapter).
Emerging Growth Company¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨
On June 16, 2020, Amcor plc (“Amcor”), Amcor UK Finance plc (“Amcor UK”), Amcor Finance (USA), Inc. (“AFUI”), Amcor Pty Ltd (“Amcor Pty”) and Bemis Company, Inc. (together with Amcor, AFUI and Amcor Pty, the “Guarantors”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with J.P. Morgan Securities plc, BNP Paribas, HSBC Bank plc, MUFG Securities (Europe) N.V., Citigroup Global Markets Limited, Merrill Lynch International and Wells Fargo Securities International Limited as underwriters, with respect to the offer and sale by Amcor UK of €500,000,000 aggregate principal amount of its 1.125% Senior Notes due 2027 (the “Notes”), under the Registration Statement on Form S-3 (Registration No. 333-239060). Each Guarantor will provide a full and unconditional guarantee of the Notes pursuant to the Indenture (as defined below) (the “Guarantee” and together with the Notes, the “Securities”). The Securities will be issued pursuant to an Indenture, dated as of June 23, 2020, among Amcor UK, the Guarantors, and Deutsche Bank Trust Company Americas, as trustee (the “Indenture”).
The net proceeds from the sale of the Securities after deducting the underwriting discount and estimated offering expenses payable by us are expected to be approximately €494.5 million. Amcor intends to use the net proceeds from the sale of the Securities for general corporate purposes and for the part repayment of commercial paper and bank drawdowns.
The foregoing summary of the Underwriting Agreement and the Indenture does not purport to be complete and is qualified in its entirety by reference to the texts of the Underwriting Agreement and the Indenture. The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Indenture (including the Guarantees) is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference. The form of notes for the Notes is filed as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated by reference.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit No. | | Description |
| 1.1 | | Underwriting Agreement, dated as of June 16, 2020, by and among Amcor UK Finance plc, Amcor plc, Amcor Finance (USA), Inc., Amcor Pty Ltd and Bemis Company, Inc. and J.P. Morgan Securities plc, BNP Paribas, HSBC Bank plc, MUFG Securities (Europe) N.V., Citigroup Global Markets Limited, Merrill Lynch International and Wells Fargo Securities International Limited as underwriters. |
| 4.1 | | Indenture, dated as of June 23, 2020, among Amcor UK Finance plc, Amcor plc, Amcor Finance (USA), Inc., Amcor Pty Ltd and Bemis Company, Inc. and Deutsche Bank Trust Company Americas, as trustee (including the guarantees). |
| 4.2 | | Form of 1.125% Senior Note due 2027. |
| 5.1 | | Opinion of Sidley Austin LLP. |
| 5.2 | | Opinion of Sidley Austin LLP (English law). |
| 5.3 | | Opinion of Armstrong Teasdale LLP. |
| 5.4 | | Opinion of Ogier (Jersey) LLP. |
| 5.5 | | Opinion of Gilbert + Tobin. |
| 23.1 | | Consent of Sidley Austin LLP (included in Exhibit 5.1 hereto). |
| 23.2 | | Consent of Sidley Austin LLP (English law) (included in Exhibit 5.2 hereto). |
| 23.3 | | Consent of Armstrong Teasdale LLP (included in Exhibit 5.3 hereto). |
| 23.4 | | Consent of Ogier (Jersey) LLP (included in Exhibit 5.4 hereto). |
| 23.5 | | Consent of Gilbert + Tobin (included in Exhibit 5.5 hereto). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | AMCOR PLC |
| | |
| | By: | /s/ Damien Clayton |
| | | Name: Damien Clayton |
| | | Title: Company Secretary |
Dated: June 23, 2020
