Amcor plc (NYSE: AMCR; ASX: AMC) (“Amcor”), today announced a
solicitation of consents (the “Consent Solicitations”) from all
registered holders (the “Holders”) of the 1.50% First Priority
Senior Secured Notes due 2027 (the “EUR Notes”), 1.65% First
Priority Senior Secured Notes due 2027 (the “2027 USD Notes”),
5.50% First Priority Senior Secured Notes due 2028 (the “2028 USD
Notes”), 5.800% First Priority Senior Secured Notes due 2031 (the
“2031 USD Notes”) and 5.650% First Priority Senior Secured Notes
due 2034 (the “2034 USD Notes” and, together with the EUR Notes,
the 2027 USD Notes, the 2028 USD Notes, the 2031 USD Notes and the
2034 USD Notes, the “Notes”) issued by Berry Global, Inc. (the
“Berry Issuer”), a wholly-owned subsidiary of Berry Global Group,
Inc. (“Berry”), commencing on February 26, 2025 in order to collect
requisite consents from the Holders for certain proposed amendments
described below to the indentures (the “Indentures”) governing each
series of Notes. Each term which is defined or given a special
meaning in the Statement (as defined below) has the same meaning
whenever it is used in this press release.
As previously disclosed on November 19, 2024, Amcor, Aurora
Spirit, Inc., a wholly-owned subsidiary of Amcor (“Merger Sub”),
and Berry entered into an Agreement and Plan of Merger (as it may
be amended from time, the “Merger Agreement”). Upon the terms and
subject to the conditions set forth in the Merger Agreement, Merger
Sub will merge (such merger, the “Merger”) with and into Berry,
with Berry surviving as a wholly-owned subsidiary of Amcor. The
obligations of Amcor and Berry to consummate the Merger in
accordance with the terms thereof are not conditioned on a
successful completion of the Consent Solicitations. The Proposed
Amendments seek to provide that, in the event that Amcor, in its
sole discretion, provides an unconditional guarantee of the Berry
Issuer’s payment obligations with respect to a series of Notes (the
“Amcor Parent Guarantee”), (i) the liens on all of the collateral
of the Berry Issuer granted to secure such series of Notes will be
released upon request of the Berry Issuer (the “Lien Release
Amendment”) and (ii) the guarantee of such series of Notes provided
by Berry will be automatically released (the “Berry Parent
Guarantee Release Amendment” and, together with the Lien Release
Amendment, the “Proposed Amendments”). In the event that Amcor
provides the Amcor Parent Guarantee, (i) Berry and the Berry Issuer
will, in accordance with the indentures governing the existing
senior notes issued by certain wholly-owned subsidiaries of Amcor
(such subsidiaries of Amcor, the “Amcor Issuers” and such notes,
the “Amcor Notes”), provide an unconditional guarantee of the
payment obligations of each Amcor Issuer (the “Berry
Cross-Guarantee”), and (ii) each other obligor in respect of the
Amcor Notes at the time that the Amcor Parent Guarantee is provided
(the “Amcor Subsidiary Obligors”) will provide an unconditional
guarantee of the Berry Issuer’s payment obligations with respect to
the Notes (the “Amcor Cross-Guarantee”). The Berry Issuer has also
issued certain 1.57% First Priority Senior Secured Notes due 2026
and 4.875% First Priority Senior Secured Notes due 2026
(collectively, the “Berry 2026 Notes”), which are not part of the
Consent Solicitations. We do not expect that any of the Amcor
Subsidiary Obligors will guarantee the Berry 2026 Notes. If the
Amcor Parent Guarantee, the Berry Cross-Guarantee and the Amcor
Cross-Guarantee are provided as described above, the Amcor Notes
will have, and the Berry 2026 Notes will continue to have, the
benefit of a guarantee provided by Berry even though the Notes will
not. If the Proposed Amendments are adopted with respect to all
series of the Notes and Amcor provides the Amcor Parent Guarantee,
then upon the repayment of the Berry 2026 Notes, the Berry Global
Group guarantee of the Amcor Notes will be released. Amcor is
soliciting Consents to the Proposed Amendments as a single
proposal. If a Holder delivers a Consent with respect to a series
of Notes, it will constitute delivery of a Consent to all of the
Proposed Amendments with respect to such series of Notes.
The purpose of the Consent Solicitations is to amend each
Indenture so that, following the consummation of the Merger and the
repayment of the Berry 2026 Notes, in the event that (i) Amcor
provides the Amcor Parent Guarantee with respect to each a series
of Notes, (ii) Berry and the Berry Issuer provide the Berry
Cross-Guarantee and (iii) the Amcor Subsidiary Obligors provide the
Amcor Cross-Guarantee, the Notes of such series will have identical
credit support to, and therefore will rank equally with, the Amcor
Notes.
The record date for the Consent Solicitations (the “Record
Date”) is 5:00 p.m., New York City time, on February 25, 2025. The
Consent Solicitations will expire at 5:00 p.m., New York City time,
on March 5, 2025, unless extended by Amcor in its sole discretion
(such date and time, as the same may be extended, the “Expiration
Date”).
If Holders of at least two-thirds (66 2/3%) in aggregate
principal amount then outstanding of a series of Notes validly
deliver Consents to the Proposed Amendments (the “Required
Consents”) and do not validly revoke such Consents prior to the
earlier of March 5, 2025 and the Consent Effective Time (the
“Revocation Deadline”), and all other conditions have been
satisfied or waived by Amcor on or prior to the Expiration Date,
Amcor expects that the Berry Issuer will enter into a supplemental
indenture (each such supplemental indenture, individually a
“Supplemental Indenture” and collectively, the “Supplemental
Indentures”) with the applicable trustee and notes collateral agent
for such series of Notes, effecting the Proposed Amendments with
respect to such series of Notes (such time of execution, the
“Consent Effective Time”). Each Supplemental Indenture will be
effective immediately upon execution thereof as to all Holders of
such series of Notes, whether or not a Holder delivered a Consent.
However, the Consent Payment (as defined below) with respect to
such series of Notes will only be paid to Holders who have validly
delivered (and not validly revoked) Consents, and will not be paid
until the consummation of the Merger, if it is consummated, and the
Proposed Amendments with respect to such series of Notes will not
become operative until the Consent Payment with respect to such
series of Notes has been made. Consents to the Proposed Amendments
may be revoked at any time prior to the Revocation Deadline, but
not thereafter. Once a Supplemental Indenture is effective, all
previously delivered Consents given in respect of the applicable
series of Notes may not be revoked.
Subject to the terms and conditions set forth in the consent
solicitation statement dated the date hereof (the “Statement”),
Holders who validly deliver (and do not validly revoke) consents to
the Proposed Amendments in the manner described in the Statement
will be eligible to receive a cash payment (the “Consent Payment”)
equal to the following:
Series of Notes
Consent Payment
1.50% First Priority Senior Secured Notes
due 2027
€2.50 per €1,000 principal amount
1.65% First Priority Senior Secured Notes
due 2027
$2.50 per $1,000 principal amount
5.50% First Priority Senior Secured Notes
due 2028
$2.50 per $1,000 principal amount
5.800% First Priority Senior Secured Notes
due 2031
$2.50 per $1,000 principal amount
5.650% First Priority Senior Secured Notes
due 2034
$2.50 per $1,000 principal amount
If the Required Consents with respect to a series of Notes are
not delivered, no Holder of such series of Notes will be eligible
to receive the Consent Payment, including Holders who have validly
delivered their Consents.
The Consent Payment is subject to customary conditions and will
only be payable upon and subject to the occurrence of, among other
things, the receipt of the Required Consents, in each case in
accordance with the terms and conditions set forth in the
Statement. Amcor reserves the right to modify the Statement and the
terms and conditions of the Consent Solicitations or to terminate
the Consent Solicitations, in each case with respect to any series
of Notes, at any time.
Goldman Sachs & Co. LLC and UBS Investment Bank are the lead
solicitation agents of the Consent Solicitations and BofA
Securities, Inc., J.P. Morgan Securities LLC (exclusively with
respect to Notes denominated in U.S. Dollars), J.P. Morgan
Securities plc (exclusively with respect to Notes denominated in
Euro) and Mizuho Securities USA LLC are the co-solicitation agents
in the Consent Solicitations (each a “Solicitation Agent” and,
collectively, the “Solicitation Agents”). Global Bondholder
Services Corporation has been retained to serve as the information
agent (the “Information Agent”) and tabulation agent (the
“Tabulation Agent”). Persons with questions regarding the terms of
the Consent Solicitations should contact Goldman Sachs & Co.
LLC at (collect) (212) 357-1452 or (toll free) (800) 828-3182; UBS
Securities LLC at (collect) (212) 882-5723 or (toll free) (833)
690-0971 or by e-mail at americas-lm@ubs.com; BofA Securities, Inc.
at (collect) (980) 387-3907 or (toll free) (888) 292-0070 or by
e-mail at debt_advisory@bofa.com; J.P. Morgan Securities LLC, with
respect to the Notes denominated in U.S. Dollars, at (collect)
(212) 834-3554 or (toll-free) (866) 834-4666 and J.P. Morgan
Securities plc, with respect to the Notes denominated in Euro, by
email at liability_management_EMEA@jpmorgan.com; and Mizuho
Securities USA LLC at (collect) (212) 205-7741 or (toll-free) (866)
271-7403. Persons with questions regarding the procedures for
delivering Consents or requests for the Statement should contact
Global Bondholder Services Corporation, at (toll free) (855)
654-2014 or (banks and brokers) (212) 430-3774 or by email to
contact@gbsc-usa.com.
None of Amcor, Berry, the Berry Issuer, the Solicitation Agents,
the Information Agent, the Tabulation Agent, the trustees or the
notes collateral agents of any series of Notes or any of their
respective directors, officers, employees, representatives, agents
or affiliates makes (x) any recommendation as to whether Holders
should deliver Consents in connection with the Consent
Solicitations, (y) any representations or warranties to Holders in
connection with the Proposed Amendments or (z) any assessment of
the merits of the Consent Solicitations or of the impact of the
Consent Solicitations on the interests of the Holders either as a
class or as individuals.
This press release is for informational purposes only and is
neither an offer to sell nor a solicitation of an offer to buy any
security. This announcement is also not a solicitation of consents
with respect to the Proposed Amendments or otherwise. The Consent
Solicitations are being made solely through the Statement referred
to above and related materials. The Consent Solicitations are not
being made to Holders of Notes in any jurisdiction in which the
making of the Consent Solicitations would not be in compliance with
the laws of such jurisdiction. In any jurisdiction in which the
securities laws or blue sky laws require the Consent Solicitations
to be made by a licensed broker or dealer, the Consent
Solicitations will be deemed to be made on Amcor’s behalf by the
solicitation agent or one or more registered brokers or dealers
that are licensed under the laws of such jurisdiction. Neither the
Statement nor any documents related to the Consent Solicitations
have been filed with, or approved or reviewed by, any federal or
state securities commission or regulatory authority of any country.
No authority has passed upon the accuracy or adequacy of the
Statement or any documents related to the Consent Solicitations,
and it is unlawful and may be a criminal offense to make any
representation to the contrary.
About Amcor
Amcor plc (NYSE: AMCR; ASX: AMC), is a global leader in
developing and producing responsible packaging solutions across a
variety of materials for food, beverage, pharmaceutical, medical,
home and personal-care, and other products. Amcor works with
leading companies around the world to protect products,
differentiate brands, and improve supply chains. Amcor offers a
range of innovative, differentiating flexible and rigid packaging,
specialty cartons, closures and services. Amcor is focused on
making packaging that is increasingly recyclable, reusable, lighter
weight and made using an increasing amount of recycled content. In
fiscal year 2024, 41,000 Amcor people generated $13.6 billion in
annual sales from operations that span 212 locations in 40
countries.
About Berry
Berry Global Group, Inc. (NYSE: BERY) manufactures and supplies
non-woven, flexible, and rigid products in consumer and industrial
end markets in the United States, Canada, Europe, and
internationally. The company operates through Consumer Packaging
International; Consumer Packaging North America; Engineered
Materials; and Health, Hygiene & Specialties segments.
Cautionary Statement Regarding Forward-Looking
Statements
The information contained in this press release includes certain
statements that are “forward-looking statements” within the meaning
of federal securities laws. Some of these forward-looking
statements can be identified by words like “anticipate,”
“approximately,” “believe,” “commit,” “continue,” “could,”
“estimate,” “expect,” “forecast,” “intend,” “may,” “outlook,”
“plan,” “potential,” “possible,” “predict,” “project,” “target,”
“seek,” “should,” “will,” or “would,” the negative of these words,
other terms of similar meaning or the use of future dates. Examples
of forward-looking statements include projections as to the
anticipated benefits of the Merger as well as statements regarding
the impact of the Merger on Amcor’s and Berry’s business and future
financial and operating results and prospects, the amount and
timing of synergies from the Merger and the closing date for the
Merger.
Forward-looking statements are neither historical facts nor
assurances of future performance. Instead, they are based only on
Amcor management’s and Berry management’s current beliefs,
expectations and assumptions regarding the future of Amcor’s and
Berry’s business, future plans and strategies, projections,
anticipated events and trends, the economy and other future
conditions. Because forward-looking statements relate to the
future, they are subject to inherent uncertainties, risks and
changes in circumstances that are difficult to predict and many of
which are outside of Amcor’s and Berry’s control. You should not
place undue reliance on these forward-looking statements, which
apply only as of the date of this press release. Amcor’s, Berry’s
and the combined company’s actual results and financial condition
may differ materially from those indicated in the forward-looking
statements as a result of various factors. These factors include,
among other things, (i) the termination of or occurrence of any
event, change or other circumstances that could give rise to the
termination of the Merger Agreement or the inability to complete
the Merger on the anticipated terms and timetable, (ii) the
inability to complete the Merger due to the failure to satisfy any
condition to closing in a timely manner or at all, or the risk that
a regulatory approval that may be required for the Merger is
delayed, is not obtained or is obtained subject to conditions that
are not anticipated, (iii) the risks related to Amcor and Berry
being restricted in the operation of their respective businesses
while the Merger Agreement is in effect, (iv) the ability to obtain
financing in connection with the transactions contemplated by the
Merger on favorable terms, if at all, (v) the ability to recognize
the anticipated benefits of the Merger, which may be affected by,
among other things, the ability of the combined company to maintain
relationships with its customers and retain its management and key
employees, (vi) the ability of the combined company to achieve the
synergies contemplated by the Merger or such synergies taking
longer to realize than expected, (vii) costs related to the Merger,
(viii) the ability of the combined company to execute successfully
its strategic plans, (ix) the ability of the combined company to
promptly and effectively integrate the Amcor and Berry businesses,
(x) the risk that the credit rating of the combined company may be
different from what Amcor and Berry expect, (xi) the diversion of
Amcor management’s and Berry management’s time and attention from
ordinary course business operations to the consummation of the
Merger and integration matters, (xii) potential liability resulting
from pending or future litigation relating to the Merger and (xiii)
the risks, uncertainties and assumptions described in the section
entitled “Solicitation Considerations” in the Statement. The
foregoing review of important factors should not be construed as
exhaustive and should be read in conjunction with the other
cautionary statements that are included elsewhere. Additional
information concerning risks, uncertainties and assumptions can be
found in Amcor’s and Berry’s respective filings with the SEC,
including the risk factors discussed in Amcor’s and Berry’s most
recent Annual Reports on Form 10-K, as updated by their Quarterly
Reports on Form 10-Q and other filings with the SEC. Amcor, Berry
and the Berry Issuer do not intend to, and disclaim any duty or
obligation to, update or revise any forward-looking statement set
forth in this press release to reflect new information, future
events or otherwise, except as required under U.S. federal
securities laws.
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version on businesswire.com: https://www.businesswire.com/news/home/20250225287110/en/
Dustin Stilwell T: +1 812 306 2964 E: ir@berryglobal.com
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