November 26, 2018
Julie McPherson
Group General Counsel and Company Secretary
Amcor plc
83 Tower Road North
Warmley, Bristol BS30 8XP
United Kingdom
Re: Amcor plc
Draft Registration Statement on Form S-4
Submitted October 29, 2018
CIK No. 0001748790
Dear Ms. McPherson:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.
Please respond to this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.
Confidential Draft Registration Statement on Form S-4 filed October 29, 2018
General, page i
1. Please provide us with copies of the materials that Goldman Sachs
prepared and shared
with the Bemis board of directors in connection with this transaction,
including any board
books, transcripts and summaries of oral presentations made to the
board.
Background of the Transaction, page 76
2. We note your disclosure that at the December 18, 2017, December 19,
2017, February 7,
2018 and February 8, 2018 board meetings Goldman presented a review of
certain
potential strategic alternatives (including potential transactions
involving Party A, Party B
Julie McPherson
FirstName LastNameJulie McPherson
Amcor plc
Comapany 26, 2018
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and Party C) and Bemis on a stand-alone basis. Please expand your
disclosure to explain
why you did not pursue further discussions with Party B after
September 25, 2017.
U.S. Federal Income Tax Considerations for U.S. Holders , page 122
3. We note your disclosures here and elsewhere that the parties 'intend"
the merger to be
treated as a tax-free reorganization under Section 368(a) of the Code
and the merger and
the scheme, taken together, to be treated as an exchange described
under Section 351 of
the Code. Please revise your disclosure to express a firm conclusion
regarding the federal
income tax consequences of the transaction and indicate whether the
merger will qualify
as a tax-free reorganization.
Note 3(a) Preliminary purchase consideration, page 176
4. Please tell us how you considered the Bemis shareholders' dissenters'
rights in your
preliminary purchase allocation, specifically addressing the potential
impact to the
estimated number of New Amcor Shares to be delivered as well as the
potential cash
payment of the fair value of Bemis Shares.
Note 4 (a) Transaction Costs, page 179
5. Please quantify and identify the material components underlying your
$175 million
estimated non-recurring costs associated with the Transaction.
Comparative Historical and Audited Pro forma Per Share Information , page 182
6. Please present pro forma equivalent data for Bemis. Refer to Item 3
(e) of Form S-4 and
the Instructions to Item 3(e) and (f). Also, in accordance with Item
3(g) of Form S-4,
please present the market value of securities of the Bemis on an
equivalent per share basis.
Results of Continuing Operations
Net Sales, page 204
7. Please expand your comparison of results of continuing operations at
the consolidated and
segment level to quantify the impact of each underlying factor and
explain the underlying
drivers of those changes. Please refer to Item 303(a)(3) of Regulation
S-K and Section
501.12 of the Financial Reporting Codification for guidance.
Liquidity and Capital Resources
Overview, page 213
8. As reflected in your June 30, 2018 pro forma balance sheet on page
170, we note that as a
result of change in control provisions for Amcor and Bemis, New
Amcor's current portion
of their long-term debt will be approximately $2.6 billion. Please
expand your liquidity
discussion to address the potential negative effect(s) related to this
additional current debt
Julie McPherson
FirstName LastNameJulie McPherson
Amcor plc
Comapany 26, 2018
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FirstName LastName
as well as you ability to repay and/or refinance the current portion
of this pro forma debt
subsequent to the Transaction.
Valuation of Intangible Assets and Goodwill , page 218
9. Given the significance of your goodwill pre-acquisition and the
significance of goodwill
for the combined company, please expand your disclosures to provide
the following
additional information:
Disclose your testing date;
Define the reporting unit level at which you test goodwill for
impairment;
Provide a discussion regarding your impairment testing policies.
Clarify whether your
most recent goodwill impairment test was a qualitative or
quantitative assessment and
explain the factors you considered in making that determination;
and
To the extent you performed quantitative assessments, disclose, if
accurate, that the
estimated fair values of the reporting units you tested
substantially exceeded their
carrying values.
Critical Accounting Estimates and Judgments
Equity Accounted Investments , page 220
10. As indicated on page F-30, we note that due to impairment indicators
present for each of
the years presented, Amcor performed an impairment test by comparing
the carrying value
of its investment in AMVIG to the fair value of that investment, which
was determined
based on AMVIG's quoted share price. Please expand your disclosures to
address the
nature of the impairment indicators present and how you concluded that
the impairment
was other-than-temporary. Refer to ASC 323-10-35-31 and 35-32.
Index to Financial Statements of Amcor Limited, page F-1
11. Please update your financial statements pursuant to Rule 3-12 of
Regulation S-X.
Note 11. Fair Value Measurements , page F-33
12. In light of the disclosure on pages F-13 related to the impairment
losses associated with
certain PP&E and identifiable intangible assets with finite lives,
please provide the
disclosures required by ASC 820-10-50-2 for assets remeasured to fair
value on a
nonrecurring basis.
Exhibits and Financial Statement Schedules
Exhibit 8.1, page II-2
13. Please have tax counsel revise the opinion to remove assumption (6),
as it is inappropriate
to assume any legal conclusion underlying the opinion.
Julie McPherson
Amcor plc
November 26, 2018
Page 4
You may contact Tracey McKoy (Staff Accountant) at (202) 551-3772 or
Jeanne Baker
(Staff Accountant) at (202) 551-3691 if you have questions regarding comments
on the financial
statements and related matters. Please contact Sherry Haywood (Staff Attorney)
at (202) 551-
3345 or Asia Timmons-Pierce (Special Counsel) at (202) 551-3754 with any other
questions.
Sincerely,
FirstName LastNameJulie McPherson Division of
Corporation Finance
Office of
Manufacturing and
Comapany NameAmcor plc
Construction
November 26, 2018 Page 4
cc: Jonathan Davis
FirstName LastName