false
0001748790
0001748790
2025-04-30
2025-04-30
0001748790
amcr:OrdinarySharesParValue0.01PerShareMember
2025-04-30
2025-04-30
0001748790
amcr:Sec1.125GuaranteedSeniorNotesDue2027Member
2025-04-30
2025-04-30
0001748790
amcr:Sec5.450GuaranteedSeniorNotesDue2029Member
2025-04-30
2025-04-30
0001748790
amcr:Sec3.950GuaranteedSeniorNotesDue2032Member
2025-04-30
2025-04-30
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment
No. 1
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 30, 2025
AMCOR
PLC
(Exact
name of registrant as specified in its charter)
Jersey |
001-38932 |
98-1455367 |
(State or other jurisdiction
of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
83 Tower Road North |
|
Warmley, Bristol |
|
United Kingdom |
BS30 8XP |
(Address of principal executive offices) |
(Zip Code) |
+44 117 9753200
(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:
¨ |
Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425) |
|
|
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
|
|
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
symbol(s) |
|
Name
of each exchange on which registered |
Ordinary Shares, par value $0.01 per share |
|
AMCR |
|
New York Stock Exchange |
1.125%
Guaranteed Senior Notes Due 2027 |
|
AUKF/27 |
|
New York Stock Exchange |
5.450% Guaranteed Senior Notes Due 2029 |
|
AMCR/29 |
|
New York Stock Exchange |
3.950% Guaranteed Senior Notes Due 2032 |
|
AMCR/32 |
|
New York Stock Exchange |
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).
¨ Emerging growth company
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. ¨
Introductory Note
On April 30, 2025 (the “Closing Date”), Amcor plc (“Amcor”) completed its previously
announced merger with Berry Global Group, Inc. (“Berry”) pursuant to the Agreement and Plan of Merger, dated as of November
19, 2024 (the “Merger Agreement”), by and among Amcor, Aurora Spirit, Inc., a wholly-owned subsidiary of Amcor (“Merger
Sub”), and Berry. Pursuant to the Merger Agreement, Merger Sub merged with and into Berry, with Berry surviving as a wholly-owned
subsidiary of Amcor (the “Merger”).
Amcor filed a Current Report on Form 8-K in connection with the Merger on April 30, 2025 (the “Original
Report”). This Current Report on Form 8-K/A amends the Original Report to include the pro forma financial information required
by Item 9.01(b). Except as provided herein, the disclosures made in the Original Report remain unchanged.
Item 9.01. Financial Statements and Exhibits.
(b) Pro forma financial information.
The unaudited pro forma condensed combined financial statements of Amcor giving effect to the Merger as
of and for the year ended June 30, 2024 and the nine months ended March 31, 2025, and the related notes thereto, are filed as Exhibit
99.1 and incorporated herein by reference.
(d) Exhibits.
Exhibit Index
Exhibit
No. |
|
Description |
99.1 |
|
Amcor plc Unaudited Pro Forma Condensed Combined Financial Statements. |
104 |
|
Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document. |
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
|
AMCOR PLC |
|
|
Date July 14, 2025 |
|
/s/
Damien Clayton |
|
Name: |
Damien Clayton |
|
Title: |
Company Secretary |