Item 8.01 Other Events
On June 12, 2020, Amcor plc ("Amcor"), Bemis Company, Inc. ("Bemis"), Amcor
Finance (USA), Inc. ("AFUI"), Amcor UK Finance plc ("Amcor UK") and Amcor Pty
Ltd (together with Amcor, AFUI and Amcor UK, the "Guarantors") entered into an
Underwriting Agreement (the "Underwriting Agreement") with J.P. Morgan
Securities LLC, BofA Securities, Inc., Citigroup Global Markets Inc. and Wells
Fargo Securities, LLC, as Representatives of the several Underwriters named
therein, with respect to the offer and sale by Bemis of $500,000,000 aggregate
principal amount of its 2.630% Senior Notes due 2030 (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 19, 2020, among Bemis, 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 $496.2 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 12, 2020, by and among
Bemis Company, Inc., Amcor plc, Amcor Finance (USA), Inc., Amcor UK
Finance plc and Amcor Pty Ltd and J.P. Morgan Securities LLC, BofA
Securities, Inc., Citigroup Global Markets Inc. and Wells Fargo
Securities, LLC, as representatives of the several Underwriters
named herein.
4.1 Indenture, dated as of June 19, 2020, among Bemis Company, Inc.,
Amcor plc, Amcor Finance (USA), Inc., Amcor UK Finance plc and Amcor
Pty Ltd and Deutsche Bank Trust Company Americas, as trustee
(including the guarantees).
4.2 Form of 2.630% Senior Note due 2030.
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).
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