Filed Pursuant to Rule 433
Registration Statement Nos. 333-239060, 333-239060-01,
333-239060-02, 333-239060-03, and 333-239060-4
Amcor Finance (USA), Inc.
US$500,000,000 5.625% Guaranteed Senior Notes due 2033
With full and unconditional guarantees
as to payment of principal and interest by each of
Amcor plc
Amcor UK Finance plc
Amcor Pty Ltd.
Amcor Flexibles North America, Inc.
Pricing Term Sheet – May 17, 2023
| Issuer: | Amcor Finance (USA), Inc. |
| Guarantors: | Amcor plc, Amcor UK Finance plc, Amcor Pty Ltd and Amcor Flexibles North America, Inc. |
| Principal Amount: | US$500,000,000 |
| Ranking: | Senior Unsecured |
| Format: | SEC Registered Global Notes |
| Trade Date: | May 17, 2023 |
| Settlement Date*: | May 26, 2023 (T+7) (New York Business Days for Settlement) |
| Maturity Date: | May 26, 2033 |
| Benchmark Treasury: | UST 3.375% due May 15, 2033 |
| Benchmark Treasury Price and Yield: | 98-08 / 3.585% |
| Spread to Benchmark Treasury: | T+217 bps |
| Coupon: | 5.625% per annum (payable semi-annually) |
| Re-Offer Yield: | 5.755% semi-annual |
| Re-Offer Price: | 99.022% |
| Fees: | 45 basis points |
| All-in Price: | 98.572% |
| Redemption Amount: | 100% of face value at Maturity Date |
| Interest Payment Dates: | Payable semi-annually in arrears on May 26 and November 26 of each year, beginning November 26, 2023 and ending on the Maturity Date, subject to the Following Business Day Convention |
| Optional Redemption: | Prior to February 26, 2033 (three months prior to their maturity date) (the “Par Call Date”), the Issuer may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Preliminary Prospectus) plus 35 basis points less (b) interest accrued to the date of redemption, and
(2) 100% of the principal amount of the Notes to be redeemed,
plus, in either case, accrued and unpaid interest thereon to the redemption date. On or after the Par Call Date, the Issuer may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date. |
| 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: | 02343UAJ4 |
| ISIN: | US02343UAJ43 |
| Denominations: | Minimum of US$2,000 with increments of US$1,000 thereafter |
Joint Book Running Managers:
Co-Managers: | J.P. Morgan Securities LLC BofA Securities, Inc. Citigroup Global Markets Inc. Wells Fargo Securities, LLC Deutsche Bank Securities Inc. Mizuho Securities USA LLC Scotia Capital (USA) Inc. TD Securities (USA) LLC UniCredit Capital Markets LLC BBVA Securities Inc. BNP Paribas Securities Corp. HSBC Securities (USA) Inc. ING Financial Markets LLC PNC Capital Markets LLC |
*Note: It is expected that delivery of the Notes will be made to investors on or about May 26, 2023, which will be the 7th business day following the date of pricing of the Notes (such settlement being referred to as “T+7”). 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+7, 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 17, 2023 (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 J.P. Morgan Securities LLC collect at 212-834-4533, BofA Securities, Inc. toll-free at 1-800-294-1322, Citigroup Global Markets Inc. toll-free at 1-800-831-9146 or Wells Fargo Securities, LLC toll-free at 1-800-645-3751.
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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