Item 8.01 Other Events
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).
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