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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/28/22 Amcor plc 8-K:1,2,9 4/26/22 13:2.1M Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 37K 2: EX-10.1 Material Contract HTML 505K 3: EX-10.2 Material Contract HTML 537K 8: R1 Cover HTML 52K 11: XML IDEA XML File -- Filing Summary XML 12K 9: XML XBRL Instance -- tm2212547d1_8k_htm XML 19K 10: EXCEL IDEA Workbook of Financial Reports XLSX 6K 5: EX-101.DEF XBRL Definitions -- amcr-20220426_def XML 74K 6: EX-101.LAB XBRL Labels -- amcr-20220426_lab XML 104K 7: EX-101.PRE XBRL Presentations -- amcr-20220426_pre XML 71K 4: EX-101.SCH XBRL Schema -- amcr-20220426 XSD 14K 12: JSON XBRL Instance as JSON Data -- MetaLinks 27± 35K 13: ZIP XBRL Zipped Folder -- 0001104659-22-052223-xbrl Zip 258K
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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): i April 26, 2022
(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. ¨
C:
| Item 1.01. | Entry into a Material Definitive Agreement. |
On April 26, 2022, Amcor plc (the “Company”), as parent guarantor, entered into a (i) Three-Year Syndicated Facility Agreement (the “Three-Year Agreement”) with Amcor Pty Ltd (“Amcor Australia”), Amcor Finance (USA), Inc., (“AFUI”), Amcor UK Finance plc (“Amcor UK”) and Amcor Flexibles North America, Inc. (“AFNA” and, together with Amcor Australia, AFUI and Amcor UK, the “Borrowers”), the lenders party thereto and JPMorgan Chase Bank, N.A. (“JP Morgan”), as administrative agent and foreign administrative agent, and (ii) Five-Year Syndicated Facility Agreement (the “Five-Year Agreement” and, together with the Three-Year Agreement, the “Agreements”) with the Borrowers, the lenders party thereto and JPMorgan, as administrative agent and foreign administrative agent.
Each of the Three-Year Agreement and the Five-Year Agreement provides for a revolving credit facility in an aggregate committed amount of $1.875 billion, each of which is unsecured, and scheduled to mature on April 26, 2025 and April 26, 2027, respectively, which date may be extended under the Agreements by one year at the Company’s option, subject to certain conditions set forth in the Agreements. Subject to obtaining commitments from existing or new lenders and certain other conditions, the Company may, at any time and from time to time by written notice to JP Morgan, request an increase in the total aggregate commitment level under each Agreement by up to $500.0 million. At closing, the Company did not draw down any amounts pursuant to the Agreements.
Under the Agreements, each loan which is an alternate base rate loan will bear interest at a rate per annum equal to Alternate Base Rate (as defined in the Agreements), plus an applicable rate ranging from 0.0% to 0.50%, depending on the Company’s credit rating. Each loan which is a term SOFR loan will bear interest at a rate per annum equal to the Adjusted Term SOFR Rate (as defined in the Agreements), plus an applicable rate ranging from 0.875% to 1.50%, depending on the Company’s credit rating. Each loan which is an EURIBOR revolving loan will bear interest at a rate per annum equal to the Adjusted EURIBO Rate (as defined in the Agreements), plus an applicable rate ranging from 0.875% to 1.50%, depending on the Company’s credit rating. Each loan which is a RFR (as defined in the Agreements) revolving loan and each loan which is a swingline loan will bear interest at a rate per annum equal to the Daily Simple RFR (as defined in the Agreements), plus an applicable rate ranging from 0.875% to 1.50%, depending on the Company’s credit rating.
The Agreements also contain customary affirmative and negative covenants, financial covenants, representations and warranties, events of default and other provisions.
The foregoing summary of the Agreements does not purport to be complete, and is subject to and is qualified in its entirety by the terms of each of the Three-Year Agreement and the Five-Year Agreement, which are attached hereto as Exhibit 10.1 and 10.2, respectively, and each of which is incorporated herein by reference.
| Item 1.02. | Termination of a Material Definitive Agreement. |
On April 26, 2022, the Company terminated each of its (i) Three-Year Syndicated Facility Agreement (as amended to date, the “Previous Three-Year Agreement”), dated as of April 30, 2019, by and among the Company, the Borrowers, the lenders party thereto and JPMorgan, as administrative agent and foreign administrative agent, (ii) Four-Year Syndicated Facility Agreement (as amended to date, the “Previous Four-Year Agreement”), dated as of April 30, 2019, by and among the Company, the Borrowers, the lenders party thereto and JPMorgan, as administrative agent and foreign administrative agent, and (iii) Five-Year Syndicated Facility Agreement (as amended to date, the “Previous Five-Year Agreement” and, together with the Previous Three-Year Agreement and the Previous Four-Year Agreement, the “Previous Agreements”), dated as of April 30, 2019, by and among the Company, the Borrowers, the lenders party thereto and JPMorgan, as administrative agent and foreign administrative agent. There were no amounts outstanding under the Previous Agreements as of April 26, 2022, and the Company did not incur any early termination penalties in connection with the termination of the Previous Agreements.
The Previous Agreements consisted of a three-year $750 million multi-currency credit facility expiring in April 2023, a four-year $1.50 billion multi-currency credit facility expiring in April 2024 and a five-year $1.50 billion multi-currency credit facility expiring in April 2025.
C:
In the ordinary course of their respective businesses, the lenders under the Previous Agreements and their respective affiliates have engaged, and may in the future engage, in commercial banking, investment banking, financial advisory or other services with the Company for which they have in the past and/or may in the future receive customary compensation and expense reimbursement.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information required by this item is included in Item 1.01 of this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
C:
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: April 28, 2022
C:
C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 4/26/27 | None on these Dates | |||
| 4/26/25 | ||||
| Filed on: | 4/28/22 | |||
| For Period end: | 4/26/22 | |||
| 4/30/19 | ||||
| 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 8/18/22 Amcor plc 10-K 6/30/22 161:20M 5/11/22 Amcor Flexibles North America Inc 424B5 2:998K Toppan Merrill/FA 5/10/22 Amcor Flexibles North America Inc 424B5 1:940K Toppan Merrill/FA |