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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/26/23 Amcor plc 8-K:8,9 5/17/23 20:1.8M Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 38K 2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 273K 3: EX-4.1 Instrument Defining the Rights of Security Holders HTML 621K 4: EX-4.2 Instrument Defining the Rights of Security Holders HTML 95K 5: EX-4.3 Instrument Defining the Rights of Security Holders HTML 64K 6: EX-5.1 Opinion of Counsel re: Legality HTML 21K 7: EX-5.2 Opinion of Counsel re: Legality HTML 62K 8: EX-5.3 Opinion of Counsel re: Legality HTML 27K 9: EX-5.4 Opinion of Counsel re: Legality HTML 42K 10: EX-5.5 Opinion of Counsel re: Legality HTML 70K 15: R1 Cover HTML 53K 18: XML IDEA XML File -- Filing Summary XML 16K 16: XML XBRL Instance -- tm2315560d9_8k_htm XML 21K 17: EXCEL IDEA Workbook of Financial Report Info XLSX 8K 12: EX-101.DEF XBRL Definitions -- amcr-20230517_def XML 75K 13: EX-101.LAB XBRL Labels -- amcr-20230517_lab XML 105K 14: EX-101.PRE XBRL Presentations -- amcr-20230517_pre XML 72K 11: EX-101.SCH XBRL Schema -- amcr-20230517 XSD 15K 19: JSON XBRL Instance as JSON Data -- MetaLinks 27± 37K 20: ZIP XBRL Zipped Folder -- 0001104659-23-065432-xbrl Zip 285K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 26, 2023 ( i May 17, 2023)
(Exact name of registrant as specified in its charter)
| i Jersey | i 001-38932 | i 98-1455367 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| i 83 Tower Road North | |
| i Warmley, Bristol | |
| i United Kingdom | i BS30 8XP |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 8.01 | Other Events. |
On May 17, 2023, Amcor Finance (USA), Inc. (the “Issuer”), Amcor plc (“Amcor”), Amcor UK Finance plc (“Amcor UK”), Amcor Pty Ltd (“Amcor Australia”) and Amcor Flexibles North America, Inc. (“AFNA”, and, together with Amcor, Amcor UK and Amcor Australia, 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 the Issuer of $500,000,000 aggregate principal amount of its 5.625% Guaranteed Senior Notes due 2033 (the “Notes”), under the Registration Statement on Form S-3 (File No. 333-239060). Each Guarantor provided 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 were issued pursuant to an Indenture, dated as of May 26, 2023, among the Issuer, the Guarantors, and Deutsche Bank Trust Company Americas, as trustee (the “Indenture”), together with the officer’s certificate, dated May 26, 2023 (the “Officer’s Certificate”), delivered pursuant to the Indenture establishing the terms of the Notes.
Interest on the Notes will be payable in arrears on May 26 and November 26 of each year, commencing on November 26, 2023. The Notes will mature on May 26, 2033.
The net proceeds from the sale of the Securities after deducting the underwriting discount and estimated offering expenses payable by Amcor are expected to be approximately $491 million. Amcor intends to use the net proceeds from the sale of the Securities to repay a portion of its commercial paper borrowings and the remainder, if any, for general corporate purposes, which may include the repayment of other short- and long-term debt.
The foregoing summary of the Underwriting Agreement, the Indenture, the Officer’s Certificate and the form of the Notes does not purport to be complete and is qualified in its entirety by reference to the texts of such documents, which are filed as Exhibits 1.1, 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K and incorporated by reference herein. The legal opinions and consents relating to the issuance and sale of the Securities are attached as Exhibits 5.1 through 5.5 and Exhibits 23.1 through 23.5, respectively, to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AMCOR PLC | ||
| By: | /s/ Damien Clayton | |
| Name: Damien Clayton | ||
| Title: Company Secretary | ||
Dated: May 26, 2023
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 11/26/23 | ||||
| Filed on: | 5/26/23 | |||
| For Period end: | 5/17/23 | 424B5, FWP | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/17/23 Amcor plc 10-K 6/30/23 157:18M 6/06/23 Amcor plc S-3ASR 6/06/23 30:8.4M Toppan Merrill/FA |