Filed Pursuant to Rule 433
Registration Statement Nos. 333-239060, 333-239060-01,
333-239060-02, 333-239060-03, and 333-239060-4
Amcor Flexibles North America, Inc.
US$800,000,000 2.690% Senior Notes due 2031
With full and unconditional guarantees
as to payment of principal and interest by each of
Amcor plc
Amcor Finance (USA), Inc.
Amcor UK Finance plc
Amcor Pty Ltd.
Pricing Term Sheet — May 18, 2021
Issuer: | Amcor Flexibles North America, Inc. |
Guarantors: | Amcor plc, Amcor Finance (USA) Inc., Amcor UK Finance plc and Amcor Pty Ltd |
Expected Ratings*: | Baa2 (Stable) (Moody’s) / BBB (Stable) (S&P) |
Principal Amount: | US$800,000,000 |
Ranking: | Senior Unsecured |
Format: | SEC Registered Global Notes |
Trade Date: | May 18, 2021 |
Settlement Date**: | May 25, 2021 (T+5) (New York Business Days for Settlement) |
Maturity Date: | May 25, 2031 |
Benchmark Treasury: | UST 1.625% due May 15, 2031 |
Benchmark Treasury Price and Yield: | 99-26 / 1.645% |
Spread to Benchmark Treasury: | T+105bps |
Coupon: | 2.690% per annum (payable semi-annually) |
Re-Offer Yield: | 2.695% semi-annual |
Re-Offer Price: | 99.956% |
Fees: | 45 basis points |
All-in Price: | 99.506% |
Redemption Amount: | 100% of face value at Maturity Date |
Interest Payment Dates: | Payable semi-annually in arrears on May 25 and November 25 of each year, beginning November 25, 2021 and ending on the Maturity Date, subject to the Following Business Day Convention |
Optional Redemption: | Make-Whole Call: T+20bps at any time before February 25, 2031 |
| Par call at any time on or after February 25, 2031 |
Day Count: | 30/360, unadjusted |
Business Day Convention: | Following Business Day Convention |
Business Days: | New York, London, Sydney, Melbourne |
Governing Law: | State of New York law |
CUSIP: | 02344A AA6 |
ISIN: | US02344AAA60 |
Denominations: | Minimum of US$2,000 with increments of US$1,000 thereafter |
Joint Book Running Managers: | BofA Securities, Inc. |
| Citigroup Global Markets Inc. |
| HSBC Securities (USA) Inc. |
| J.P. Morgan Securities LLC |
| BNP Paribas Securities Corp. |
| MUFG Securities Americas Inc. |
| TD Securities (USA) LLC |
| Wells Fargo Securities, LLC |
*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. Credit ratings in respect of Amcor Flexibles North America, Inc. may be made available only to a person (x) who is not a “retail client” within the meaning of section 761G of the Corporations Act and is also a sophisticated investor, professional investor or other investor in respect of whom disclosure is not required under Part 6D.2 or 7.9 of the Corporations Act, and (y) who is otherwise permitted to receive credit ratings in accordance with applicable law in any jurisdiction in which the person may be located.
**Note: It is expected that delivery of the Notes will be made to investors on or about May 25, 2021, which will be the fifth business day following the date of pricing of the Notes (such settlement being referred to as “T+5”). Under Rule 15c6-1 of the U.S. Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes prior to two business days before the date of delivery will be required, by virtue of the fact that the Securities initially will settle in T+5, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade Notes prior to two business days before the date of delivery should consult their own advisor.
This communication is intended for the sole use of the person to whom it is provided by the sender. This document may not be reproduced, distributed or published by any recipient for any purpose. This document has been prepared for information purposes only and does not take into account the specific requirements, investment objectives or financial circumstances of any recipient. The recipient should seek independent financial, legal, tax and other relevant advice and should independently verify the accuracy of the information contained in this document.
No EEA PRIIPs KID — No EEA PRIIPs key information document (KID) has been prepared as the Notes are not available to retail in the European Economic Area.
No UK PRIIPs KID — No UK PRIIPs key information document (KID) has been prepared as the Notes are not available to retail in the United Kingdom.
The Issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. The information in this pricing term sheet supplements the Issuer’s preliminary prospectus supplement, dated May 18, 2021 (the “Preliminary Prospectus”) and supersedes the information in the Preliminary Prospectus to the extent inconsistent with the information in the Preliminary Prospectus. Before you invest, you should read the Preliminary Prospectus, together with the prospectus in that registration statement and other documents each of the Issuer and Amcor plc has filed with the SEC for more
complete information about the Issuer, Amcor plc and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the Preliminary Prospectus if you request it by calling BofA Securities, Inc. toll-free at 1-800-294-1322.
The information in this pricing term sheet supplements the Preliminary Prospectus and supersedes the information in the Preliminary Prospectus to the extent inconsistent with the information in the Preliminary Prospectus. This pricing term sheet is qualified in its entirety by reference to the Preliminary Prospectus. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Prospectus.
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