UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT
Pursuant to Section 13 OR 15(d) 
of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 22, 2019

 

 

AMCOR PLC

(Exact name of registrant as specified in its charter)

 

 

Jersey (Channel Islands)

 

3990

 

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)

 

N/A
(Former name or former address, if changed since last report)

 

 

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:

 

o                                     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                                     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                                     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                                     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

 

The 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                                               o

 

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.      o

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement

 

On July 22, 2019, in connection with Amcor Limited (“ Amcor Ltd. ”) and Amcor Finance (USA), Inc’s (“ AFIN USA ” and, together with Amcor Ltd, the “ Issuers ”) previously issued and outstanding €300,000,000 in aggregate principal amount of 2.75% Notes due 2023 (the “ Notes ”) under the Issuers’ €2,000,000,000 Euro Medium Term Note Programme, Amcor plc (the “ Company ”) and Bemis Company, Inc. (“ Bemis ”), executed a Second Supplemental Trust Deed (“ Second Supplemental Trust Deed ”), supplemental to the Trust Deed dated February 28, 2011, as amended and restated by a first supplemental trust deed dated October 26, 2012 (the “ Principal Trust Deed ”) by and among the Issuers, Amcor UK Finance plc (“ Amcor UK ”) in its capacity as guarantor of notes issued by AFIN USA and Amcor Ltd., Amcor Ltd., in its capacity as guarantor of notes issued by AFIN USA and AFIN USA, in its capacity as guarantor of notes issued by Amcor Ltd., whereby the Company and Bemis acceded to irrevocably and unconditionally guarantee the Notes.

 

The foregoing description of the Second Supplemental Trust Deed does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Supplemental Trust Deed.  The Second Supplemental Trust Deed is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

 

The information provided under Item 1.01 in this Current Report on Form 8-K regarding the Second Supplemental Trust Deed is incorporated by reference into this Item 2.03.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)                                                    Exhibits.

 

Exhibit
No.

 

Description

10.1

 

Second Supplemental Trust Deed dated as of July 22, 2019 to the Principal Trust Deed, among the Issuers, the Company, Bemis and the guarantors party thereto

 

2

 

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

 

 

 

 

 

 

 

 

/s/ Damien Clayton

Date: July 26, 2019

 

Name:

Damien Clayton

 

 

Title:

Company Secretary

 

3

Exhibit 10.1

 

EXECUTION VERSION

 

SECOND SUPPLEMENTAL TRUST DEED

 

22 July 2019

 

BETWEEN


AMCOR LIMITED


and


AMCOR FINANCE (USA), INC.


and


AMCOR UK FINANCE PLC


and


AMCOR PLC


and


BEMIS COMPANY, INC.


and


DB TRUSTEES (HONG KONG) LIMITED

 

Relating to the Series 3 €300,000,000 in aggregate principal amount of 2.750 per cent.
Notes due 2023 (ISIN: XS0907606379) issued under the €2,000,000,000 Euro Medium
Term Note Programme

 

 

REF: DEH/60049-30030

 

 

THIS SECOND SUPPLEMENTAL TRUST DEED is made on 22 July 2019

 

BETWEEN:

 

(1)                                  AMCOR LIMITED, a company incorporated with limited liability under the laws of the state of New South Wales, Australia with registered number ABN 62 000 017 372, whose registered office is at Level 11, 60 City Road, Southbank, VIC 3006, Australia (“ Amcor Limited ”);

 

(2)                                  AMCOR FINANCE (USA), INC, a company incorporated with limited liability under the laws of the state of Delaware, United States of America, whose registered office is at 2801 SW 149th Avenue, Suite 350, Miramar, FL 33027, United States of America (“ Amcor USA ” and, together with Amcor Limited, the “ Issuers ” and each an “ Issuer ”);

 

(3)                                  AMCOR UK FINANCE PLC, a public limited company incorporated with limited liability under the laws of England and Wales with registered number 4160806, whose registered office is at Amcor Central Services Bristol, 83 Tower Road North, Warmley, Bristol BS30 8XP, United Kingdom (“ Amcor UK ” (in its capacity as guarantor of the Notes issued by Amcor USA and Amcor Limited) and, together with Amcor Limited (in its capacity as guarantor of Notes issued by Amcor USA) and Amcor USA (in its capacity as guarantor of Notes issued by Amcor Limited), the “ Existing Guarantors ” and each an “ Existing Guarantor ”);

 

(4)                                  AMCOR PLC, a company incorporated with limited liability under the laws of Jersey with registered number 126984, whose registered office is at 3rd Floor, 44 Esplanade, St Helier, Jersey JE4 9WG (“ Amcor plc ”);

 

(5)                                  BEMIS COMPANY, INC., a corporation organised under the laws of Missouri, whose registered office is at 2301 Industrial Drive, Neenah, Wisconsin 54956 (“ Bemis ”); and

 

(6)                                  DB TRUSTEES (HONG KONG) LIMITED, a company incorporated under the laws of Hong Kong, whose principal office is at Level 52, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong (the “ Trustee ”, which expression shall, wherever the context so admits, include such company and all other persons or companies for the time being the trustee or trustees of these presents) as trustee for the Noteholders, the Receiptholders and the Couponholders (each as defined below).

 

WHEREAS:

 

(A)                                This Second Supplemental Trust Deed is supplemental to the Trust Deed dated 28 February 2011, as amended and restated by a first supplemental trust deed dated 26 October 2012 (hereinafter called the “ Principal Trust Deed ”) made between the Issuers, the Existing Guarantors and the Trustee and relating to the €2,000,000,000 Euro Medium Term Note Programme established by the Issuers (the “ Programme ”).

 

(B)                                Amcor Limited has issued €300,000,000 in aggregate principal amount of 2.75 per cent. Notes due 2023 (ISIN: XS0907606379) under the Programme (the “ 2023 Notes ”) pursuant to and having the benefit of the Principal Trust Deed.

 

1

 

(C)                                Each of Amcor plc and Bemis (the “ Acceding Guarantors ” and each an “ Acceding Guarantor ”) has agreed to accede as a guarantor of the 2023 Notes pursuant to this Second Supplemental Trust Deed.

 

NOW THIS SECOND SUPPLEMENTAL TRUST DEED WITNESSES AND IT IS HEREBY AGREED AND DECLARED as follows:

 

1.                                       Subject as hereinafter provided and unless there is something in the subject matter or context inconsistent therewith, all words and expressions defined in the Principal Trust Deed shall have the same meanings in this Second Supplemental Trust Deed.

 

2.                                       Each of the Acceding Guarantors hereby irrevocably and unconditionally agrees to accede to the Principal Trust Deed as a Guarantor thereunder and as if originally named as a Guarantor therein in respect of Notes issued by Amcor Limited and, accordingly, irrevocably and unconditionally agrees on a joint and several basis to guarantee the due and punctual payment of all sums expressed to be payable by the Issuers under the Principal Trust Deed and the 2023 Notes when as the same shall become due and payable on the terms and subject to the conditions set out in Clause 7 of the Principal Trust Deed.

 

3.                                       The Second Supplemental Trust Deed shall henceforth be read and construed as one document with the Principal Trust Deed.

 

4.                                       No person other than a party to this Second Supplemental Trust Deed shall have any right by virtue of the Contracts (Rights of Third Parties) Act 1999 to enforce any term (express or implied) of this Second Supplemental Trust Deed, but this is without prejudice to any right or remedy of any third party which may exist or be available apart from that Act.

 

5.                                       This Second Supplemental Trust Deed and any non-contractual obligations arising out of or in connection with it, shall be governed by, and construed in accordance with, English law.

 

6.                                       A Memorandum of the Second Supplemental Trust Deed shall be endorsed by the Trustee on the Principal Trust Deed and by the Issuers on their duplicate thereof.

 

7.                                       This Second Supplemental Trust Deed may be executed in any number of counterparts, each of which, taken together, shall constitute one and the same Second Supplemental Trust Deed and any party may enter into this Second Supplemental Trust Deed by executing a counterpart.

 

IN WITNESS whereof this Second Supplemental Trust Deed has been executed by Amcor Limited, Amcor USA, Amcor UK, Amcor plc, Bemis and the Trustee as a deed and delivered on the day and year first above written.

 

 

SIGNATORIES

 

EXECUTED as a DEED by

)

/s/ Signatory

AMCOR LIMITED

)

acting by

)

 

)

acting under the authority of that company, in

)

the presence of:

)

 

)

Witness’s Signature

/s/ Graeme Vavasseur

 

)

 

 

 

 

Name

Graeme Vavasseur

 

 

 

 

 

 

Address

Seestrasse 69B, Thalwil

 

 

 

Switzerland 8800

 

 

 

 

 

 

Occupation

Vice President & Group Treasurer

 

 

 

 

 

 

 

 

EXECUTED as a DEED by

)

/s/ Signatory

AMCOR FINANCE (USA), INC. acting by

)

 

)

acting under the authority of that company, in

)

the presence of:

)

 

)

Witness’s Signature

/s/ Sean A. Scott

 

)

 

)

Name

Sean A. Scott

 

 

 

 

 

 

Address

561 Bayshore Dr

 

 

 

Fort Lauderdale FL 33304

 

 

 

 

 

 

Occupation

Tax Analyst

 

 

 

 

 

 

 

 

EXECUTED as a DEED by

)

/s/ Signatory

AMCOR UK FINANCE PLC acting by

)

 

)

acting under the authority of that company, in

)

the presence of:

)

 

)

Witness’s Signature

/s/ Ralf Hoensch

 

)

 

)

Name

Ralf Hoensch

 

 

 

 

 

 

Address

Thurgauerstr. 34

 

 

 

8050 Zurich

 

 

 

 

 

 

Occupation

Director Risk Europe

 

 

 

 

EXECUTED as a DEED by

)

/s/ Signatory

AMCOR PLC acting by

)

 

)

acting under the authority of that company, in

)

the presence of:

)

 

)

Witness’s Signature

/s/ Graeme Vavasseur

 

)

 

)

Name

Graeme Vavasseur

 

 

 

 

 

 

Address

Seestrasse 69B, Thalwil

 

 

 

Switzerland, 8800

 

 

 

 

 

 

Occupation

Vice President & Group Treasurer

 

 

 

 

 

 

 

 

EXECUTED as a DEED by

)

/s/ Signatory

Andrew Cowper

BEMIS COMPANY, INC. acting by

)

 

)

acting under the authority of that company, in

)

the presence of:

)

 

)

Witness’s Signature

/s/ Elizabeth A. Dalisay

 

)

 

)

Name

Elizabeth A. Dalisay

 

 

 

 

 

 

Address

44 Streatley Road Kilburn NW6 7LS

 

 

 

 

 

 

Occupation

Home Maintainance

 

 

 

 

THE COMMON SEAL of)

)

 

 

DB TRUSTEES (HONG KONG) LIMITED)

)

 

was affixed to this deed in)

)

 

the presence of:

)

 

 

)

 

 

 

 

 

WANG Yaohui

/s/ Signatory

Authorised Signatory

Authorised Signatory

Authorised Signatory

 

 

 

 

 

 

 

Christina Nip

/s/ Signatory

Authorised Signatory

Authorised Signatory

Authorised Signatory